TRALO™ HEATING & COOLING
ANNUAL MAINTENANCE SUBSCRIPTION — TERMS AND CONDITIONS
Ontario & Nova Scotia — Hybrid Consumer Agreement
12232278 Canada Corp., operating as TRALO Heating & Cooling

IMPORTANT NOTICE — PLEASE READ BEFORE ENROLLING

These Terms and Conditions (the “Terms”) govern your enrollment in and use of the TRALO Annual Maintenance Subscription (the “Subscription”) offered by 12232278 Canada Corp., operating as TRALO Heating & Cooling (“TRALO”, “we”, “us” or “our”). By enrolling in the Subscription, you (“you” or the “Customer”) confirm that you have read, understood and agree to these Terms.

YOUR STATUTORY RIGHTS COME FIRST. You have rights under the consumer protection laws of your province that cannot be taken away by contract, including rights to cancel this Agreement in the circumstances described in Schedule A (Ontario) or Schedule B (Nova Scotia). If anything in these Terms conflicts with those laws, the law prevails and the conflicting term does not apply to you. Nothing in these Terms limits, excludes or requires you to waive any right or protection you have under applicable consumer protection legislation.

These Terms contain provisions that affect your legal rights, including service exclusions, billing and collection terms, and limits on TRALO’s liability (subject always to your statutory rights). Please read them carefully.

1. Definitions and Interpretation

1.1. Definitions

“Agreement” means these Terms, the enrollment details you confirm at enrollment (Tier, covered equipment, Service Address and monthly fee), and the Schedule applicable to your Service Province, together with any addendum delivered to you at enrollment.

“Applicable Consumer Law” means, where the Service Province is Ontario, the Consumer Protection Act, 2002, S.O. 2002, c. 30, Sched. A and its regulations (including O. Reg. 17/05), together with any successor legislation including the Consumer Protection Act, 2023 once in force; and, where the Service Province is Nova Scotia, the Consumer Protection Act, R.S.N.S. 1989, c. 92 as amended (including by S.N.S. 2013, c. 30), the Direct Sellers’ Licensing and Regulation Act, R.S.N.S. 1989, c. 130, and their regulations; in each case together with applicable federal law including the Personal Information Protection and Electronic Documents Act (PIPEDA) and Canada’s Anti-Spam Legislation (CASL).

“Coverage Start Date” means the date coverage begins under Section 5.1.

“Direct Enrollment” means any enrollment in the Subscription that is solicited, negotiated or concluded in person at a place other than TRALO’s place of business — including at your home or door — whether by a TRALO employee, canvasser, sales representative or contractor, and regardless of whether payment or electronic acceptance is subsequently completed online or through the TRALO website. An enrollment identified at checkout as assisted by a TRALO team member attending at your home is a Direct Enrollment.

“Online Enrollment” means an enrollment initiated and completed by you through the TRALO website without in-person solicitation by TRALO.

“Initial Term” has the meaning in Section 5.1.

“Installation Credit” has the meaning in Section 4.

“Service Address” means the residential address you designate at enrollment as the location of the covered equipment.

“Service Province” means the province in which the Service Address is located (Ontario or Nova Scotia).

1.2. Statutory Rights Paramount

These Terms are subject to Applicable Consumer Law. Any provision of these Terms that is inconsistent with a right, warranty, condition or protection that cannot be excluded or varied under Applicable Consumer Law is, to the extent of the inconsistency, of no effect against you, and the remainder of these Terms continues to apply.

1.3. Enrollment Channel

At enrollment you will be asked whether a TRALO team member assisted you with this purchase in person. Your answer, together with TRALO’s records, determines whether your enrollment is a Direct Enrollment or an Online Enrollment. Direct Enrollments are subject to additional statutory requirements, disclosures and cancellation rights set out in Schedule A (Ontario) or Schedule B (Nova Scotia), and TRALO must deliver the corresponding direct-sale contract package to you at the time of enrollment.

2. Acceptance and Electronic Consent

By accepting these Terms electronically or in writing, you confirm that you are at least eighteen (18) years of age, have legal capacity to contract, and are the owner or authorized occupant of the Service Address. Electronic acceptance constitutes your signature under the Electronic Commerce Act, 2000, S.O. 2000, c. 17 (Ontario) or the Electronic Commerce Act, S.N.S. 2000, c. 26 (Nova Scotia), as applicable.

You consent to receive documents and notices relating to this Agreement electronically at the email address you provide. TRALO will deliver a copy of this Agreement, in a form you can retain, promptly after enrollment and in any event within any period required by Applicable Consumer Law. You may request a paper copy at any time at no charge, and you may withdraw your consent to electronic delivery by contacting TRALO, in which case notices will be delivered by mail.

3. Subscription Tiers and Service Scope

3.1. Tiers

TRALO offers two tiers of Subscription. Single Unit Maintenance (“Basic”) covers one (1) eligible piece of central equipment or one water heater at the Service Address, selected by you at enrollment, and includes one (1) precision tune-up per twelve-month period. Whole Home Maintenance (“Premium”) covers all eligible central HVAC equipment at the Service Address and includes two (2) seasonal tune-ups per twelve-month period, with 48-hour priority scheduling. The equipment covered, the number of visits, and your monthly fee are those confirmed at enrollment.

3.2. Preventative Maintenance Only

The Subscription provides preventative maintenance services — cleaning, inspection, testing and basic adjustment of covered equipment. The Subscription is not a repair plan, warranty, insurance or protection plan. It does not include repairs, parts, refrigerant, consumables or replacement equipment, and it does not guarantee against future equipment failure. Labour for the scheduled maintenance visit and diagnostics performed during that visit are included.

3.3. Equipment Eligibility

Coverage is limited to residential-grade HVAC equipment located at the Service Address, as identified at enrollment. Equipment that is unsafe, red-tagged by a utility or authority, or non-compliant with applicable safety codes at the time of a visit may be excluded from service until remediated, and TRALO will advise you in writing of the reason.

3.4. Ductless System Scaling

For ductless heat pump coverage, the base coverage includes the outdoor unit and up to two (2) indoor heads. Additional indoor heads are $4.00 per head per month; each additional outdoor condenser (a full second mechanical system) is $12.00 per unit per month; a secondary furnace or boiler is $12.00 per unit per month; a gas fireplace may be added for $6.00 per month, including an annual safety inspection. All add-on pricing is disclosed and confirmed at enrollment and itemized on your invoice.

3.5. Central Systems and Water Heaters

Central furnaces, air conditioners and central heat pumps are covered per your Tier as described in Section 3.1. Water heater coverage (storage tank or tankless, as identified at enrollment) may be selected as the covered unit under Basic, or is included under Premium. Water heater coverage is limited to preventative maintenance.

3.6. Parts and Repairs

Where a maintenance visit identifies a need for repairs or parts, TRALO will provide you with a written estimate before performing any repair work. No repair work will be performed, and no charge for repairs or parts will be incurred, without your prior authorization.

4. TRALO Installation Credit Program

4.1. Accrual

Fifty percent (50%) of the monthly Subscription fees you pay (excluding taxes) accrues as a credit (the “Installation Credit”) toward the future purchase and installation of a new complete HVAC system (furnace, air conditioner or heat pump) from TRALO. Your accrued balance is available on request and through your customer portal.

4.2. Accrual Cap

Installation Credits accrue from the monthly Subscription fees paid during the first sixty (60) months of the Subscription. After sixty (60) months of paid Subscription fees, no further Installation Credits accrue, and continued payment of Subscription fees does not increase your Installation Credit balance. Installation Credits accrued during the accrual period do not expire and remain available for redemption in accordance with Section 4.3. TRALO will disclose the accrual cap at enrollment and will notify you in writing when your accrual period has ended.

4.3. Redemption Conditions

Installation Credits: (a) are non-transferable, have no cash value, and are not refundable; (b) attach to the Service Address and are available to the homeowner of record; (c) may be applied only against the purchase and installation of a new eligible TRALO HVAC system and not against repairs, parts, or third-party products; (d) require your account to be in good standing at redemption; and (e) are capped at $900 per installation for Basic subscribers and $1,500 per installation for Premium subscribers. The list of eligible systems and tiers is published at tralo.ca/maintenance/credit-eligibility and will be provided to you before you sign an installation contract.

5. Term, Billing, Renewal and Cancellation

5.1. Commencement, Initial Term and Renewal

Coverage begins three (3) days after successful processing of your first payment (the “Coverage Start Date”). The initial term is twelve (12) months from the Coverage Start Date (the “Initial Term”). After the Initial Term, the Agreement continues automatically on a month-to-month basis until cancelled under this Section 5. TRALO will give you written notice at least sixty (60) days before the end of the Initial Term confirming the continuation and the then-current monthly fee. Any fee change takes effect only in accordance with Section 9.2 (Amendments).

5.2. Billing and Payment Authorization

You authorize TRALO to charge your designated payment method monthly for the Subscription fees confirmed at enrollment, plus applicable HST/GST, and for any separately authorized charges under Section 3.6. All prices are exclusive of applicable taxes. You agree to keep your payment information current. This authorization ends when the Agreement ends and any amounts properly owing have been paid.

5.3. Overdue Accounts

Amounts not received by their due date are overdue. Overdue amounts bear simple interest at twenty-four percent (24%) per annum, calculated daily from the due date until paid. If your account remains overdue for more than sixty (60) days, TRALO may, after giving you at least ten (10) days’ written notice and an opportunity to pay: (a) suspend scheduled maintenance visits until the account is brought current; (b) terminate this Agreement for non-payment; and (c) refer the outstanding balance for collection, and, where permitted by law and after the notice required by applicable credit reporting legislation, report the overdue account to a credit reporting agency, which may affect your credit rating. You remain entitled to any statutory refund rights notwithstanding this Section.

5.4. Cancellation

(a) Statutory cancellation rights. Nothing in this Section limits your statutory cancellation rights. If your enrollment is a Direct Enrollment, you may cancel this Agreement, without reason and without penalty, within ten (10) days after you receive your copy of the Agreement, and in certain circumstances for a longer period, as set out in Schedule A (Ontario) or Schedule B (Nova Scotia). If your enrollment is an Ontario Online Enrollment, you have the internet-agreement cancellation rights described in Schedule A. Where you cancel under a statutory right, TRALO will refund all amounts paid within fifteen (15) days, and no cancellation charge, administration fee or claim for services rendered applies except as expressly permitted by Applicable Consumer Law.

(b) Cancellation during the Initial Term. If you cancel after any statutory cancellation period has expired but before the end of the Initial Term, you are liable for the lesser of: (i) the remaining monthly fees for the balance of the Initial Term; and (ii) the retail value of maintenance services actually performed for you during the Initial Term, less the monthly fees you have already paid (with no amount owing if the fees paid equal or exceed that value). TRALO will provide an itemized statement of any early-cancellation amount claimed.

(c) Cancellation after the Initial Term. After the Initial Term, you may cancel at any time on thirty (30) days’ written notice, through your customer portal or by email to TRALO’s designated address, with no cancellation charge.

(d) Termination by TRALO. TRALO may terminate this Agreement on written notice for material breach, non-payment under Section 5.3, equipment that is unsafe and unremediated, or your repeated failure to provide access for scheduled maintenance, in each case after giving you written notice describing the issue and a reasonable opportunity (not less than ten (10) days) to remedy it where remediable. On termination by TRALO other than for your breach, TRALO will refund any prepaid amounts for periods after the termination date.

5.5. Relocation

The Subscription attaches to the Service Address and does not transfer automatically to a new residence. If you relocate, you may request that TRALO transfer the Subscription and any accrued Installation Credits to your new residence. TRALO will approve the transfer where the new residence is within TRALO’s service area and its equipment meets TRALO’s eligibility criteria; otherwise you may cancel under Section 5.4 as though the Initial Term had ended, with no early-cancellation charge if the new residence is outside TRALO’s service area.

6. Exclusions

Subject always to Section 1.2 and your rights under Applicable Consumer Law, the Subscription does not cover, and TRALO is not responsible under this Agreement for, damage to or repairs of equipment necessitated by:

• force majeure events, including fire, flood, lightning, earthquake or severe weather;
• vandalism, theft, civil unrest or acts of war;
• repairs, modifications or alterations performed by parties other than TRALO without TRALO’s authorization;
• negligence, misuse or improper operation of the equipment by persons other than TRALO;
• power surges, fluctuations or failures not attributable to the covered equipment;
• cosmetic parts, filters, refrigerant and consumable items;
• pre-existing defects or damage, non-compliance with applicable safety codes, or equipment red-tagged by a utility before enrollment.

This Section describes the scope of the maintenance services purchased; it does not exclude or limit any liability TRALO may have at law for its own negligence or breach.

7. Warranties and Limitation of Liability

7.1. Service Standard

TRALO warrants that maintenance services under this Agreement will be performed by qualified personnel in a professional manner and will be of a reasonably acceptable quality, as required by Applicable Consumer Law. TRALO is a service provider and not the manufacturer of your equipment; manufacturer warranties are separate from, and unaffected by, this Agreement.

7.2. Limitations

To the maximum extent permitted by Applicable Consumer Law, and except for liability that cannot lawfully be limited: (a) TRALO’s total aggregate liability arising out of or related to this Agreement, whether in contract, tort or otherwise, is limited to the total fees you paid under this Agreement in the twelve (12) months preceding the event giving rise to the claim; and (b) TRALO is not liable for indirect, incidental, special or consequential damages, including loss of income, food spoilage or temporary lodging expenses.

Nothing in these Terms excludes or limits: (i) any condition or warranty implied or deemed to apply by Applicable Consumer Law, including under section 9 of the Ontario Consumer Protection Act, 2002 and section 26 of the Nova Scotia Consumer Protection Act, which cannot be excluded against a consumer; (ii) TRALO’s liability for death or personal injury caused by its negligence; (iii) liability for gross negligence, fraud or wilful misconduct; or (iv) any other liability that cannot be excluded or limited by law.

7.3. Customer Responsibility

You are responsible for loss or damage caused by your breach of this Agreement or by misuse of the equipment by you or persons you allow to use it, except to the extent caused by TRALO’s negligence or breach.

8. Privacy, Communications and Consents

8.1. Personal Information

TRALO collects, uses and discloses your personal information (contact details, Service Address, equipment information, payment information and service history) to enroll and serve you under this Agreement, process payments, schedule visits, administer the Installation Credit Program and meet legal obligations, in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and TRALO’s Privacy Policy at tralo.ca/privacy. Payment card data is processed by TRALO’s payment processor and is not stored by TRALO.

8.2. Transactional Communications

You will receive communications reasonably necessary to administer the Subscription — booking confirmations, visit reminders, invoices, renewal and amendment notices, and safety notices. These are sent in connection with an existing commercial relationship and do not require separate marketing consent.

8.3. Marketing Communications (Optional)

Separately from your acceptance of these Terms, you may choose to receive electronic marketing messages from TRALO about offers, promotions and new services. This consent is optional, is not a condition of enrolling in the Subscription, is captured by an unchecked opt-in at enrollment, and may be withdrawn at any time using the unsubscribe mechanism in each message or by contacting TRALO, as required by Canada’s Anti-Spam Legislation (CASL).

8.4. Credit Reporting

If TRALO intends to report an overdue account to a credit reporting agency under Section 5.3, TRALO will first give you the written notice required by applicable credit reporting legislation in your province.

9. General Provisions

9.1. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Service Province — the laws of Ontario for a Service Address in Ontario, and the laws of Nova Scotia for a Service Address in Nova Scotia — together with the federal laws of Canada applicable in that province. The courts of the Service Province have jurisdiction over disputes arising out of this Agreement. Nothing in this Section prevents you from bringing a claim in any forum available to you under Applicable Consumer Law, and nothing in this Agreement requires you to arbitrate a dispute or prevents you from commencing or participating in a class proceeding.

9.2. Amendments

TRALO may propose amendments to these Terms, including fee changes on renewal, by written notice to you at least sixty (60) days before the effective date. The notice will describe the change, the effective date, and your options. If you do not agree to a proposed amendment, you may cancel the Agreement without any cancellation charge at any time before the effective date (and, during the Initial Term, Section 5.4(b) will not apply to a cancellation under this Section). Where Applicable Consumer Law requires your express consent to an amendment, the amendment takes effect only if you expressly accept it.

9.3. Entire Agreement

This Agreement constitutes the entire agreement between you and TRALO concerning the Subscription and supersedes prior discussions, provided that: (a) nothing in this Section limits your remedies under Applicable Consumer Law in respect of any representation made to you; and (b) for Direct Enrollments, the direct-sale contract package delivered to you under Schedule A or Schedule B forms part of this Agreement.

9.4. Severability

If any provision of this Agreement is found invalid or unenforceable, it is severed and the remaining provisions continue in effect.

9.5. Waiver

A waiver of any provision is effective only if in writing and signed by TRALO, and does not operate as a continuing waiver.

9.6. Assignment

You may not assign this Agreement without TRALO’s prior written consent, which will not be unreasonably withheld for a transfer under Section 5.5. TRALO may assign this Agreement to an affiliate or a purchaser of its business, on written notice to you, provided your rights under this Agreement and under Applicable Consumer Law are unaffected.

9.7. Notices and Contact

Notices to TRALO may be delivered by email or by mail to the office in your Service Province:

Ontario (and head office):
TRALO Heating & Cooling
6 Bexley Place, Unit 105
Ottawa, Ontario [postal code]

Nova Scotia:
TRALO Heating & Cooling
250 Brownlow Avenue, Unit 9
Dartmouth, Nova Scotia [postal code]

Email: support@tralo.ca

A notice of cancellation may be given by any means that permits you to prove the date it was given, including personal delivery, registered mail, email or fax. A notice sent by mail is effective on the date it is posted. Notices from TRALO to you will be sent to the email or mailing address on your account; you are responsible for keeping your contact information current.

SCHEDULE A — ONTARIO CONSUMER DISCLOSURES

A.1. Application

This Schedule applies where the Service Province is Ontario. This Agreement is a consumer agreement under the Consumer Protection Act, 2002 (the “Ontario CPA”). An Online Enrollment is an internet agreement and a future performance agreement; a Direct Enrollment is a direct agreement.

A.2. Online Enrollments — Internet Agreement Rights

Before you enroll online, TRALO discloses, and gives you an express opportunity to accept or decline: TRALO’s name and contact information; a fair and accurate description of the Subscription and covered equipment; an itemized list of charges and the total monthly amount including how taxes apply; the billing frequency and payment terms; the Coverage Start Date and how services are scheduled; the term, renewal and cancellation terms; and any restrictions or conditions. TRALO will deliver a copy of the Agreement within fifteen (15) days after enrollment. You may cancel within seven (7) days after receiving your copy if the required pre-enrollment disclosures were not made, and within thirty (30) days after enrolling if you do not receive your copy, in each case with a full refund within fifteen (15) days of cancellation.

A.3. Direct Enrollments — Cooling-Off Right

YOUR RIGHTS UNDER THE ONTARIO CONSUMER PROTECTION ACT, 2002. You may cancel this Agreement at any time during the period that ends ten (10) days after you receive a written copy of the Agreement. You do not need to give TRALO a reason. If TRALO does not deliver the Agreement in accordance with the Act — including the required content — or does not perform its obligations, extended cancellation rights of up to one (1) year may apply. To cancel, give notice to TRALO by any means that permits you to prove the date you gave it, using the contact information in Section 9.7. If you cancel, TRALO must refund all payments within fifteen (15) days.

A.4. Restricted Products — Door-to-Door Solicitation Rules

Section 43.1 of the Ontario CPA prohibits suppliers from soliciting or entering into direct agreements at a consumer’s home for prescribed goods and services, including furnaces, air conditioners, air cleaners and purifiers, water heaters, water treatment devices, duct cleaning, and any good or service that performs one or more of those functions, unless the consumer initiated the contact in the manner the regulation permits. A direct agreement made in contravention is void, and the consumer is not required to pay for goods or services received under it.

Accordingly, in Ontario: (a) TRALO does not solicit enrollment in the Subscription through unsolicited door-to-door contact; (b) TRALO enters into a Direct Enrollment at a consumer’s home only where the consumer initiated contact and requested the visit for that purpose, or another exemption applies; (c) for every exempt Direct Enrollment, TRALO completes the government-prescribed Disclosure Statement as the first page of the contract package and retains records of the consumer-initiated contact for three (3) years; and (d) TRALO representatives attending a home for maintenance or repair do not solicit new contracts during the visit unless the consumer’s prior approval was obtained when the visit was arranged.

SCHEDULE B — NOVA SCOTIA CONSUMER DISCLOSURES

B.1. Application

This Schedule applies where the Service Province is Nova Scotia. A Direct Enrollment is a direct sale under the Consumer Protection Act, R.S.N.S. 1989, c. 92 as amended by S.N.S. 2013, c. 30, and the Direct Sellers’ Licensing and Regulation Act, R.S.N.S. 1989, c. 130 (together, the “NS Direct Sales Legislation”). TRALO holds Nova Scotia Direct Seller’s Licence No. [●] and is bonded (Bond No. 902042211). The individual who solicited or negotiated your enrollment is registered as a salesperson under TRALO’s licence; their name and registration appear on your contract package.

B.2. Buyer’s Right to Cancel

BUYER’S RIGHT TO CANCEL. If this Agreement resulted from a direct sale, you may cancel it, for any reason and without penalty, at any time within ten (10) days after you receive a copy of the signed Agreement. Extended cancellation rights apply where required information or a copy of the Agreement was not provided to you, or where the seller was not licensed as required, in which case you may cancel within one (1) year. To cancel, deliver or send written notice of cancellation to TRALO at the address in Section 9.7, using the detachable Notice of Cancellation provided with your contract package or any other written notice. Notice sent by mail is effective when posted. On cancellation, TRALO will refund all amounts you have paid, and any security or trade-in will be returned, within the period required by law.

B.3. Direct Enrollment Contract Package — Required Content

For every Nova Scotia Direct Enrollment, the contract package delivered to you at signing includes the information required by the NS Direct Sales Legislation, including: the names, business addresses and licence/registration particulars of TRALO and the salesperson; the date and place of the transaction; a description of the Subscription, Tier and covered equipment; the itemized monthly fee, add-on charges, taxes and total; the payment terms and billing method; the term, renewal and cancellation terms; the financing disclosure (where financing is offered through Financeit Canada Inc., disclosed in the contract text with a separate named consent); the Buyer’s Right to Cancel statement; and the detachable Notice of Cancellation form. The statutory ten-day cancellation right attaches to the signed agreement — the package is executed and delivered at signing, not at the initial door contact.

Canvassers who book appointments but do not close sales do not collect deposits, do not accept payment information, and do not have customers sign anything binding; enrollment is completed only by a registered closing advisor delivering the full contract package.

B.4. Referral of Complaints

Concerns regarding a direct sale may be directed to Service Nova Scotia, Public Enquiries, in addition to TRALO’s own complaint process.