Terms of service.

Last updated: 22 May 2026

1. Who these terms are between

"We," "us," "our," and "Kernel Engineering" mean Kernel Engineering Canada Inc., a corporation registered in Ontario, Canada, holding a Certificate of Authorization from Professional Engineers Ontario (PEO). "You" or "the client" means the individual or organization that asks for a quote, accepts a quote, or otherwise engages us for professional services.

These terms apply to quote requests submitted through this website, by email, or by phone, and to any engineering services delivered under an accepted quote or written engagement letter. The engagement letter, when issued, takes precedence over anything written here only where it expressly says so.

2. Quotes

2.1 Free first conversation

The first conversation about a project, including a brief review of any drawings, photographs, or inspector reports you send, is free of charge. The conversation is for the purpose of scoping and pricing the work; it is not a substitute for professional advice and should not be relied upon as such.

2.2 Quote validity

Unless the quote document states otherwise, written quotes are valid for thirty (30) calendar days from the date they are issued. After that date, the quote expires and may be re-issued with updated pricing, scope, or timeline at our discretion.

2.3 What the quote covers

A quote covers the specific scope listed in the quote document. Anything not listed is not included, even if it is implied, customary, or appears on related drawings. Common items not included unless they appear in the quote:

• Mechanical, electrical, or plumbing engineering;
• Geotechnical investigations, soil tests, and material testing;
• Surveys, legal surveys, and title searches;
• Heritage, conservation, committee-of-adjustment, or minor-variance applications;
• Environmental assessments, asbestos and hazardous-material testing;
• Site supervision beyond inspections required by the permit;
• Permit application fees, development charges, and other municipal fees;
• Drawings or calculations for work outside the quoted scope.

2.4 Estimates that are not quotes

Any verbal estimate, ballpark, range, or rough order of magnitude is for budgeting only and is not binding. Only a written quote with our reference number is enforceable.

3. Scope and changes

3.1 Minor revisions included in the quoted scope

The following are considered minor revisions and are handled inside the original quoted fee, without a change order:

• Dimension clarifications and call-out additions on already-issued drawings;
• Up to two (2) rounds of small markup-style revisions per drawing sheet during the design phase, where the structural design intent and the architectural footprint do not change;
• Plans-examiner comment responses that fall within the original code analysis and do not require redesign;
• Cosmetic redrafting such as title-block updates or sheet re-numbering.

3.2 Changes that require a change order

Any of the following constitutes a scope change and requires a written change order before the new work begins:

• Adding, removing, or relocating walls, beams, columns, footings, or load paths after design issuance;
• Changing the building footprint, ceiling heights, roof slopes, opening sizes, or floor-to-floor dimensions;
• Changing the structural material (e.g. from wood to steel, or from steel to engineered lumber);
• Adding a new storey, basement, addition, balcony, deck, or accessory structure not on the quoted set;
• Switching from one building-code category to another (e.g. Part 9 to Part 3, or single-family to multi-unit);
• City-driven requirements that fall outside the original code analysis, including new zoning conditions, committee-of-adjustment outcomes, heritage rulings, conservation-authority requirements, or unforeseen review by a different department;
• Re-design after construction has started, or after a contractor has built something different from the issued drawings;
• More than two (2) rounds of substantive design revisions per sheet;
• Adding a deliverable that was not in the quote (e.g. a new letter, a 3D model, a presentation set, or a tender package).

3.3 How change orders work

We issue a written change order that describes the new scope, the additional fee, and the impact on the project timeline. Work on the change does not start until the change order is accepted in writing (an email confirmation is sufficient). Accepting a change order does not change anything else in the original engagement except as expressly noted.

3.4 Discovered conditions

If, during a site visit or during construction, conditions are discovered that could not reasonably have been known from the information available at the time of the quote — including hidden damage, undocumented past work, non-compliant existing construction, soil conditions, or concealed mechanical and electrical — additional engineering effort to address those conditions is treated as a change order under section 3.2.

4. Payment

4.1 Deposit and progress payments

For most projects, a deposit of between 30% and 50% of the quoted fee is invoiced at the start of work. The balance is invoiced at agreed milestones — typically site visit completion, permit-set issuance, and project closeout — as set out in the quote or engagement letter.

4.2 Letters and short-form deliverables

For engineering letters, single-visit assessments, and other short-form deliverables, the full fee is invoiced on issuance of the signed and sealed document.

4.3 Terms of payment

Invoices are due on receipt unless the invoice states otherwise, and become overdue after fifteen (15) calendar days. Overdue balances accrue interest at 1.5% per month (19.56% per annum), compounding monthly, calculated from the invoice date. We may suspend further work, withhold release of unsealed drawings, and withhold filing of permit packages until any overdue balance is paid in full.

4.4 Disputed invoices

If you dispute any portion of an invoice, you must notify us in writing within seven (7) days of receipt with the specific reason. The undisputed portion remains due on its original schedule.

4.5 Taxes and expenses

Fees are exclusive of HST and any other applicable taxes. Reasonable out-of-pocket expenses (mileage outside the GTA, large-format printing, expedited courier, third-party reports we are asked to commission) are billed at cost, with prior notice where they exceed CAD $100.

5. Deliverables and intellectual property

5.1 What you receive

On payment of the relevant invoice in full, you receive PDF copies of the sealed drawings, letters, calculations, and other deliverables identified in the quote, formatted for the named recipient. Working files (DWG, RVT, etc.) are issued only when expressly listed in the quote or accepted in a change order.

5.2 Ownership and licence

Drawings, calculations, models, and other documents we prepare remain our intellectual property. On payment in full, you receive a non-exclusive, non-transferable licence to use those documents solely for the project they were prepared for, including for permit, construction, and record-retention purposes.

5.3 Restrictions on reuse

The documents may not, without our prior written consent, be:

• Used for any other project, property, or address;
• Altered, traced, re-drafted, or re-purposed by anyone else;
• Re-stamped or re-sealed by another engineer;
• Issued to or relied upon by a party other than the named recipient on the document.

Unauthorized reuse breaches both this agreement and the Professional Engineers Act, R.S.O. 1990, c. P.28. Where reuse is desired, contact us; we frequently issue revised packages for a new project at a reduced fee.

5.4 Reliance on letters and reports

Engineering letters and structural reports are addressed and issued to a named recipient (for example, a specific homeowner, lender, insurer, buyer's lawyer, or municipal authority). No other person or entity may rely on the document without our prior written authorization. We do not accept liability to anyone other than the named recipient.

6. Site visits, construction administration, and safety

6.1 We are the engineer, not the contractor

Kernel Engineering does not manage construction, control the means and methods of construction, supervise trades, control the site, schedule deliveries, or ensure compliance with the Occupational Health and Safety Act. Construction means and methods, sequencing, and site safety are the sole responsibility of the contractor, the owner, or whichever party has been designated the constructor under applicable law.

6.2 Field reviews

Where field reviews are included in the scope, they are periodic visits made to observe whether construction is generally consistent with the issued drawings at the time of the visit. Field reviews are not continuous inspection, do not relieve the contractor of responsibility for the work, and do not constitute a warranty of the contractor's workmanship or of any work performed between visits.

6.3 Site conditions and safety

While attending a site, our personnel rely on the contractor to provide reasonably safe access. We will leave a site if conditions appear unsafe; rescheduling fees may apply where this is required.

7. Permits, approvals, and timelines

7.1 No guarantee of approval

We prepare permit packages to the requirements of the Ontario Building Code, CSA standards, and the policies of the municipality at the time of submission. We do not guarantee that any specific permit, zoning variance, committee approval, or other governmental authorization will be granted, nor do we control the timeline of municipal review.

7.2 City review timelines

Any city review timelines mentioned in the quote, on this website, or in conversation are informational estimates based on typical recent experience. Actual review times depend on the municipality's queue and workload and are outside our control. The Ontario Building Code prescribes minimum initial review periods, but actual times are routinely longer in practice.

7.3 Plans-examiner comments

Responses to plans-examiner comments that fall within the original code analysis are included in the quote. Comments that arise because the city changes its position, applies new policy, or requires items outside the original analysis are treated under section 3.2 as a change order.

8. Communications and consents

8.1 Email and electronic deliverables

Unless you request otherwise, project communications and deliverables are sent by email. Sealed deliverables issued by email carry the engineer's digital signature and seal, which is the legally equivalent of a wet stamp under the Ontario Electronic Commerce Act, 2000.

8.2 Coordination with third parties

By accepting our quote you authorize us to coordinate directly with your contractor, designer, drafter, home inspector, lawyer, lender, insurer, and the municipality on matters relevant to the project, as needed to complete the work. Sensitive personal information is only shared where required and where you would reasonably expect it.

8.3 Marketing

We do not use your contact information for unsolicited marketing. We may, however, mention the type of work performed (without identifying the property, the client, or any sensitive details) in case studies, on the website, or in conversation with prospective clients. If you object to this in advance, tell us in writing and we will exclude the project.

9. Limitation of liability

Read this section carefully. It limits our liability to you.

9.1 Professional standard of care

We provide our services with the degree of skill and care ordinarily exercised by Professional Engineers in good standing practising under similar conditions in Ontario at the time the services are performed. We make no other representation or warranty, express or implied, and disclaim any warranty of merchantability or fitness for any particular purpose to the maximum extent permitted by law.

9.2 Cap on liability

To the maximum extent permitted by law, our total aggregate liability to you for any and all claims arising out of, or related to, the services — whether in contract, tort (including negligence), under statute, or otherwise — shall not exceed the greater of (a) the total fees actually paid to us by you for the specific project giving rise to the claim, or (b) CAD $50,000. This cap is in addition to, and does not displace, any protection available to us under our professional liability insurance.

9.3 Excluded damages

In no event are we liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of business opportunity, delay damages, financing costs, loss of use, or damages arising from delays in obtaining a permit, approval, or third-party report — even if we have been advised of the possibility of such damages.

9.4 Time bar

Any claim arising out of or related to the services must be commenced within the shorter of (a) the period prescribed by the Limitations Act, 2002 (Ontario), and (b) two (2) years from the date of substantial completion of the services giving rise to the claim. After that, the claim is conclusively waived.

9.5 No personal liability of individual engineers or employees

You agree that any claim arising out of or related to the services shall be brought solely against Kernel Engineering Canada Inc., and not against any individual engineer, director, officer, employee, or sub-consultant in their personal capacity. This does not, of course, displace any statutory duty of a licensed engineer to the regulator.

10. Indemnity

You agree to indemnify and hold us harmless from any third-party claim arising out of (a) your use of our deliverables outside the licence granted in section 5, (b) information you provided that was inaccurate, incomplete, or misleading, or (c) work performed by your contractor, designer, or other party that did not follow our issued drawings.

11. Termination and suspension

11.1 Termination for convenience

Either party may terminate an engagement on seven (7) days' written notice. On termination, all work performed up to the termination date is invoiced at the agreed milestone rates or, where a milestone has not been reached, at our standard hourly rate then in effect. Sealed deliverables already issued may continue to be used under the licence in section 5.

11.2 Termination for cause

We may suspend or terminate work immediately, without notice, where: (a) an invoice remains unpaid more than thirty (30) days past due; (b) you direct us to take an action that would breach the Professional Engineers Act, the Ontario Building Code, or our duty of care; (c) we lose the ability to act because of a regulatory order; or (d) the project becomes unsafe to attend.

12. Force majeure

Neither party is liable for delay or failure to perform caused by events outside its reasonable control, including but not limited to fire, flood, severe weather, labour disruption, government action, regulatory change, pandemic, power or network outage, or denial of access to the site. Affected obligations are suspended for the duration of the event, and the project timeline is extended accordingly.

13. Confidentiality and personal information

We treat project information, drawings, and personal information confidentially and use it only to deliver the services. Personal information is handled in accordance with our privacy policy and applicable Canadian privacy law (PIPEDA). We retain project records for as long as required by PEO and applicable law — typically six (6) years after project closeout.

14. Governing law and disputes

These terms, and any engagement governed by them, are interpreted under the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. The parties attorn to the exclusive jurisdiction of the courts of Ontario sitting in the Region of Peel for any dispute that is not first resolved through good-faith discussion.

Before commencing proceedings, the parties agree to attempt to resolve any dispute through direct discussion for at least thirty (30) days, and, where the dispute concerns engineering judgment, to refer the matter for non-binding review by an independent Professional Engineer agreed by both parties.

15. General

• Entire agreement. These terms, together with the accepted quote and any signed engagement letter, are the entire agreement between the parties on the subject matter.
• Severability. If any provision is held unenforceable, the remainder remains in effect to the maximum extent permitted by law.
• No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
• Assignment. You may not assign your rights or obligations without our prior written consent. We may assign on reasonable notice in the event of a corporate reorganization or sale.
• Survival. Sections 5, 9, 10, 13, and 14 survive termination or expiry of any engagement.
• Language. The parties confirm that they have requested these terms be drafted in English. Les parties confirment avoir demandé que ces conditions soient rédigées en anglais.

16. Contact

Questions about these terms can be sent to:

Kernel Engineering Canada Inc.
Mississauga, Ontario, Canada
fadhel@kernelengineering.com
647-862-9925