Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of The Liquid Network (the “Network”), including our website at theliquidnetwork.ca, our contractor portal, and our liquid de-icer filling stations (together, the “Services”). The Services are operated by Eco Solutions (Milton) Inc., an Ontario Corporation operating under the registered business name Eco Solutions (“Eco Solutions,” “we,” “us,” or “our”).

By creating an account, joining the Network, or using any part of the Services, you agree to these Terms and to our Privacy Policy. If you are entering into these Terms on behalf of a business, you represent that you have authority to bind that business, and “you” refers to that business.

The Network provides self-serve access to liquid de-icer through a network of filling stations, together with an online portal for managing your account, authorized vehicles and drivers, credits, and usage. Availability of stations, products, and features may vary and may change over time.

• Business use. The Services are intended for snow-and-ice and related contractors and their authorized personnel. You must be able to form a binding contract to use the Services.
• Account structure. Your account may include your organization or department, one or more vehicles, and one or more authorized drivers. You are responsible for keeping this information accurate and up to date.
• Account security. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account and by your authorized drivers. Notify us promptly of any unauthorized use.

• Litres and credits. Access to product at filling stations is measured in litres and drawn against the credits and quotas associated with your account. You agree that the quantities recorded by our systems and station equipment are the authoritative record of your usage.
• Quotas. Your account may be subject to quotas or limits. We may enforce these limits by restricting dispensing once a quota or available credit is reached.
• No resale. Unless we agree otherwise in writing, product obtained through the Network is for your own operational use and may not be resold or redistributed.

• Fees. Prices for products, credits, and any subscription or access fees are as presented through the Services or as otherwise agreed in writing. Prices are exclusive of applicable taxes unless stated otherwise.
• Payment processing. We do not currently accept card payments through the Services. When we introduce them, payments will be processed by our third-party payment processor, Stripe, and by providing payment information you will authorize us and our processor to charge the applicable amounts, including for product dispensed, credits purchased, and any recurring fees.
• Billing and reconciliation. We may provision credits in advance and reconcile actual usage against your account. You are responsible for charges incurred under your account and by your authorized drivers.
• Late or failed payments. We may suspend or restrict access to the Services for overdue or failed payments, and may charge an interest rate of 1.5% per month (18% per annum), calculated monthly and not in advance, or the maximum rate permitted by applicable law, whichever is less. You shall also be responsible for all reasonable costs incurred in collecting overdue amounts, including legal fees, collection agency fees, and administrative costs.
• Refunds. Fees paid for access and use of the Network, as well as any fees paid for the liquid de-icer product, are non-refundable once the product has been delivered, notwithstanding the customer’s right to access and use the Network. No refund, credit, or compensation shall be available in respect of any interruption, suspension, or limitation of access to the Network, except where required by applicable law or expressly provided for in these Terms of Service.

You agree not to:

• Use the Services for any unlawful purpose or in violation of these Terms;
• Tamper with, damage, overload, or attempt to gain unauthorized access to filling stations, the portal, or our systems;
• Allow unauthorized persons to use your account or dispense product;
• Misrepresent your identity, vehicles, or authorization;
• Interfere with the proper operation of the Services or the experience of other users.

Liquid de-icer provided through the Network must be handled, stored, transported, and applied responsibly and in accordance with applicable laws, product labels, and safety data sheets. You are solely responsible for the safe handling, transportation, storage, application, disposal, and use of any product you obtain through the Network, and for training your personnel accordingly. The Provider shall have no liability for any loss, damage, environmental impact, or regulatory non-compliance arising from the Customer’s possession or use of the products.

Filling stations depend on equipment, connectivity, product supply, and weather. We do not guarantee that any station or the Services will be available, uninterrupted, or error-free, and we may add, relocate, suspend, or remove stations and features at any time.

All non-public, confidential, or proprietary information of Eco Solutions, including but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Eco Solutions to you, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with the provision of the Services and these Terms of Service is confidential, and shall not be disclosed or copied by you without the prior written consent of Eco Solutions. Confidential Information does not include information that is:

• in the public domain;
• known to you at the time of disclosure; or
• rightfully obtained by you on a non-confidential basis from a third party.

The Services, including the Network and Eco Solutions names, logos, branding, software, and content, are owned by Eco Solutions or its licensors and are protected by law. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services for their intended business purpose. You may not copy, modify, distribute, or create derivative works except as expressly permitted.

The Services rely on third-party providers (for example, payment processing and communications). Your use of those services may be subject to their own terms. We are not responsible for third-party services outside our control.

The Services and all products are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, to the fullest extent permitted by law. We do not warrant that the Services will be uninterrupted, secure, or error-free, or that any product will meet your requirements or achieve any particular de-icing result.

To the fullest extent permitted by law, Eco Solutions and its affiliates, and their directors, officers, employees, and suppliers, will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to your use of the Services or any product, even if advised of the possibility of such damages. Our total aggregate liability arising out of or related to the Services will not exceed the amount paid by you for the affected product giving rise to the claim. Nothing in these Terms limits liability that cannot be limited under applicable law.

You agree to indemnify and hold harmless Eco Solutions and its affiliates from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of your use of the Services, your handling or use of product, your breach of these Terms, or your violation of any law or third-party rights.

We may suspend or terminate your access to the Services, in whole or in part, at any time if you breach these Terms, fail to pay, or create risk or possible legal exposure for us, or as otherwise reasonably necessary. You may stop using the Services at any time. Provisions that by their nature should survive termination (including payment obligations, disclaimers, limitations of liability, and indemnities) will survive.

We may modify the Services or these Terms from time to time. When we make material changes to the Terms, we will update the “Last updated” date and provide notice through the Services. Your continued use after changes take effect constitutes acceptance of the revised Terms.

You shall, at your own expense through the duration of these Terms of Service, and for so long as you possess, store, transport, handle or use any liquid de-icing product accessed through the Network, maintain and carry with a reputable insurer insurance in full force and effect which includes, but is not limited to, commercial general liability in a sum no less than two million dollars ($2,000,000.00) per occurrence, as well as automobile liability insurance covering owned, leased, or operated vehicles not less than two million dollars ($2,000,000.00) per occurrence on all vehicles that are used by you to transport the liquid de-icing product, and any applicable environmental impairment or other such specialized coverage as may be reasonably required having regard to your operations and applicable laws. Upon our request, you shall provide a certificate of insurance from your insurer evidencing the insurance coverage specified in these Terms. You shall promptly notify us of any cancellation, material reduction, or lapse in insurance coverage. We shall be entitled to suspend or terminate your access to the Network if you fail to maintain the required insurance coverage.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. You attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto, Ontario, and waive any objection based on forum non conveniens or similar doctrine. Notwithstanding the foregoing, either party may seek interim, interlocutory, or injunctive relief in any court of competent jurisdiction.

We reserve the right to modify, amend, supplement, or replace these Terms at any time, in our sole discretion, without your consent. Any such amendment shall become effective upon posting the revised Terms on our website, distribution platform, or other designated communication channel, or upon notice being provided to you via email. Your continued purchase of products, access to, or use of the Network following the effective date of any amendment to these Terms constitutes acceptance of the amended Terms. If you do not agree to an amendment, your sole remedy is to cease using the Network and to cease purchasing products from us.

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us regarding the Services.
• Severability. If any provision is found unenforceable, the remaining provisions stay in effect.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a business transfer.

Questions about these Terms can be sent to info@theliquidnetwork.ca or by mail to 1114 Lower Base Line East, Milton, ON L9E 0S9.