Customer Terms of Service

These are the terms a business accepts when it buys a Dig Window plan online, by ticking the box at checkout. Nothing needs to be signed. Please read sections 2, 3, 8, 9, 10 and 11 with care: they describe what the Service is not, what stays the Customer's responsibility, how Dig Window's liability is limited and excluded, the Customer's indemnity, and the insurance the Customer must carry.

These Customer Terms of Service (the "Terms") form a binding agreement between DigWindow Limited, a corporation incorporated under the Canada Business Corporations Act ("Dig Window"), and the business that accepts these Terms online at checkout, in the Service or through an Order Form (the "Customer"). The Terms govern the Customer's access to and use of the Service.

These Terms are accepted online. When a person ticks the acceptance box at checkout, selects an acceptance control in the Service, or accepts an Order Form electronically on behalf of the Customer, that person represents and warrants that they are authorized to bind the Customer, and the Customer is bound from that moment. No handwritten signature or separate signed document is required. A person who is not so authorized must not accept these Terms or activate the Service for the Customer.

1. Definitions and interpretation

"Agreement" means these Terms, the applicable Order Form, the Data Processing and Security Schedule, any enterprise or feature-specific addendum accepted by both parties, any Pre-Activation Onboarding Certificate where Dig Window requires one under section 3.13, and any amendment accepted in accordance with section 12.2.

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Applicable Law" means all statutes, regulations, by-laws, orders, rules and legally binding requirements applicable to a party, the Service, the Customer's operations or the subject matter of the Agreement in accordance with Canadian Law.

"Applicable Privacy Law" means Applicable Law governing the collection, use, disclosure, retention, safeguarding or other processing of Personal Information, including the Personal Information Protection and Electronic Documents Act (Canada), to the extent applicable.

"Authorized User" means an office user or field user authorized by the Customer to access or use the Service.

"Confidential Information" means non-public information disclosed by or on behalf of a party that a reasonable person would understand to be confidential having regard to its nature or the circumstances of disclosure, including non-public Customer Data and non-public technical, commercial, security and business information.

"Connected Service" has the meaning given in section 3.15.

"Customer Data" means Locate Documentation, account and user information, information entered by or for the Customer, and other content submitted to or processed through the Service for the Customer. Customer Data excludes the Service, Rule Tables, Dig Window templates and pre-existing intellectual property, and de-identified or aggregated information that does not identify the Customer or an individual.

"Customer Personnel" means the Customer's employees, workers, contractors, subcontractors, agents, consultants and any other person acting for the Customer, using the Service with the Customer's permission, or performing work at a site for or on behalf of the Customer, whether or not that person has a Service account.

"Data Processing and Security Schedule" means the data processing and security terms published by Dig Window at digwindow.com/data-security (or another address identified on the Terms page), which form part of the Agreement without signature and may be amended in accordance with section 12.2.

"Derived Data" means information produced, calculated, extracted, inferred, classified, summarized or assembled by the Service from Customer Data or source documents, including ticket fields, response states, dates, expiry or continuation calculations, Service Labels, map zones, alerts, reminders, summaries, Packages, audit entries and outputs of automated or AI-assisted processing.

"Documentation" means the help pages, user guides and product descriptions that Dig Window makes available for the Service.

"Effective Date" means the start date stated in the applicable Order Form or, if none is stated, the date on which the Customer first validly accepts the Agreement or is given production access to the Service, whichever occurs first.

"Excavation Laws" means all Applicable Law, rules, procedures, standards, permits and infrastructure-owner requirements applicable to excavation or ground disturbance by or for the Customer, including the Occupational Health and Safety Act (Ontario), O. Reg. 213/91 (Construction Projects), the Ontario Underground Infrastructure Notification System Act, 2012, regulations made under it, and the rules and procedures of the Notification Authority, in each case as amended from time to time.

"Field User Acknowledgement" means the then-current acknowledgement that Dig Window requires a field user to accept before using the field application.

"Fees" means the subscription fees, usage charges, additional-user charges, add-on fees, deposits, professional-services fees and other amounts payable under an Order Form or the Agreement.

"Locate Documentation" means locate requests, tickets, confirmations, utility or infrastructure-owner responses, sketches, marking information, clearances, conditions, crossing agreements, sharing confirmations, continuation confirmations, corrections, relocates, revisions and other documents issued by the Notification Authority, a utility or infrastructure owner, a locate service provider, a regulator or another official source in connection with an excavation, in the form issued by that source.

"Notification Authority" means Ontario One Call (operating as Ontario Dig Authority from October 1, 2026) or any successor or replacement notification centre exercising the applicable statutory or administrative function.

"Official Locate Record" means the Locate Documentation in the form issued, together with each later correction, change notice, relocate, sharing confirmation, continuation confirmation or other source-issued document that forms part of or changes the applicable locate under Applicable Law. A Package is not, by itself, an Official Locate Record.

"Order Form" means the record of what the Customer has purchased, being any of: (a) the online checkout completed by or for the Customer, together with the plan name, prices, allowances, included users, add-on prices and expressly stated offers (such as a money-back right or deposit) shown on Dig Window's published pricing page at the time of purchase, but not descriptive or marketing statements on that page, and the order confirmation or receipt Dig Window sends; (b) any addition or change to the plan, users or add-ons made through the Service's billing settings; or (c) a quote, order or other document accepted by both parties in writing or electronically. An Order Form need not be signed.

"Package" means a compilation assembled by the Service from Locate Documentation and Derived Data, whether described as a package, complete package, revised complete package, DW package or otherwise. A Package may reproduce Locate Documentation but is itself Derived Data and is not a new locate or a substitute for the Official Locate Record.

"Partner Sharing" means a Service feature that permits specified Customer Data to be made available between Dig Window customer accounts. Partner Sharing is not the statutory or Notification Authority process for sharing a locate.

"Personal Information" means information about an identifiable individual, or information otherwise treated as personal information under Applicable Privacy Law, that is included in Customer Data.

"Pre-Activation Onboarding Certificate" means the onboarding certificate or checklist that Dig Window may require under section 3.13.

"Rule Tables" means Dig Window's reference data, logic and assumptions concerning response conventions, validity periods, expiry, continuation, sharing, member practices and other locate-workflow rules.

"Service" means Dig Window's locate-management software and related functionality, including the office web application, field application, browser extension, ingestion mailbox, automation, Packages, sharing, connections to Connected Services, exports and related documentation made available by Dig Window.

"Service Labels" means any word, colour, icon or status displayed by the Service, including valid, green, expiring, expired, waiting, late, stop, standby, clear, received, complete, revised complete, completed, ready, or similar wording. A Service Label describes only the processed state within the Service and is not a legal, safety or excavation authorization.

1.1 Interpretation. Headings are for convenience only. "Including" means "including without limitation". A reference to legislation includes its regulations and amendments. The singular includes the plural and vice versa where the context permits. "Or" is not exclusive unless the context requires otherwise.

2. Nature and limits of the service

2.1 Workflow tool only. The Service assists the Customer to receive, organize, read, extract, track, assemble, display and share locate-related information. Unless an Order Form expressly identifies a separately released feature, the Service does not request or perform locates, mark or expose infrastructure, inspect a site, verify a locate, provide legal or safety advice, authorize excavation, satisfy a statutory filing, or communicate with the Notification Authority, a utility, an infrastructure owner or a regulator on the Customer's behalf.

2.2 No site or statutory role. Dig Window is not the Customer's constructor, employer, supervisor, competent person, excavator, locator, utility, infrastructure owner or safety consultant. Dig Window does not attend the Customer's sites and has no independent knowledge of site conditions, dig limits, excavation depth or method, visibility of markings, private infrastructure, changes in the field or whether Customer Personnel complied with the Official Locate Record.

2.3 Official Locate Record governs. Derived Data is an automated or user-assisted interpretation of source material and may be incomplete, delayed, stale or incorrect. If Derived Data, a Package or a Service Label differs from the Official Locate Record, the Official Locate Record governs. If the Official Locate Record differs from site conditions, visible markings, the intended work or Applicable Law, the Customer must stop work and resolve the discrepancy before ground disturbance continues.

2.4 Service Labels and Packages are system states only. No Service Label is a representation that a ticket is legally complete, current, safe, compliant or cleared for excavation. "Complete" or "revised complete" means only that the Package contains the responses or documents processed by the Service when that version was assembled. "Valid", a green status or any similar indicator is not permission to excavate.

2.5 Infrastructure and Rule Tables. The Service does not determine whether every relevant infrastructure owner has been notified and does not identify private, abandoned, undocumented, unknown or non-member infrastructure. Rule Tables are operational reference data and may become outdated or differ from the requirements applicable to a particular ticket. The source documents, Applicable Law and requirements in force at the time of the work govern.

2.6 Not a system of record for legal receipt. The Service displays what it has received or processed. The absence of a ticket, response or document does not prove that it was not issued, sent or received elsewhere, and its presence does not prove that it is the current or only version. The Customer must maintain its own source mailbox, Official Locate Record and legally required records independently of the Service.

2.7 Alerts, reminders and offline information. Alerts, expiry warnings, digests, status colours and reminders are convenience features only. Dig Window does not undertake to send or receive any particular alert, and an absent, delayed or inaccurate alert is not a representation that no action is required. Information stored on a device or displayed after an earlier sync may be stale and must be checked for currency before use.

2.8 No duty to monitor or warn. Unless Dig Window expressly assumes a specific obligation in writing signed by an officer of Dig Window, Dig Window has no duty to review individual tickets, monitor the Customer's work, identify non-compliance, detect changed field conditions, or warn the Customer that work should stop. Human review of one item does not create a duty to review another.

2.9 Not a safety control. The Service is an administrative and workflow tool. It does not replace the Customer's legal, safety, supervision, verification or site-control obligations. The Customer must not make the Service, a Package, a Service Label, an alert or a map the sole control on which excavation proceeds.

2.10 No reliance by third parties. The Service, Derived Data and Packages are supplied to the Customer only, for the Customer's own workflow. Dig Window does not intend any other person to rely on them, including a subcontractor, recipient of a Package or export, Partner Sharing recipient, utility, infrastructure owner, locator, owner, inspector, insurer or regulator. Where the Customer sends or shows Derived Data or a Package to any such person, it does so on its own behalf, and it will not represent that Dig Window has verified the information.

2.11 Preview features. Dig Window may make features available that are marked as preview, beta, pilot, early access or similar. They are optional, may change or be withdrawn at any time, and are provided without any commitment in sections 4.1 or 4.9 or in the Data Processing and Security Schedule beyond its security measures. All other provisions of the Agreement, including sections 8, 9 and 10, apply to them.

3. Customer responsibilities

3.1 Compliance remains with the Customer. The Customer and Customer’s Personnel remain solely responsible for compliance with Excavation Laws and the Official Locate Record. Nothing in the Agreement transfers to Dig Window any duty imposed on the Customer, an excavator, employer, constructor, supervisor, competent person, contractor or worker.

3.2 Independent verification before and during excavation. Before ground disturbance, and throughout the work where required, the Customer must independently verify from the Official Locate Record and the site that all required locates and responses have been obtained; the documents are current and cover the exact location, depth and method of work; required markings are visible and correspond with the documents and site; all clearances, standby requirements, crossing agreements, conditions and restrictions are satisfied; and any required process for private or other infrastructure has been completed.

3.3 Stop and escalate. The Customer must maintain and enforce an internal procedure requiring Customer Personnel to stop work and escalate any missing, expired, inconsistent, unclear, changed or unsafe condition, and any stop, standby, conditional clearance or restriction, before work continues. Service warnings do not replace that procedure.

3.4 Personnel, training and Field User Acknowledgement. The Customer is responsible for the competence, training, instruction and supervision of Customer Personnel and for all activity under its account. The Customer must ensure that each field user accepts the then-current Field User Acknowledgement before access and must not instruct any person to treat the Service as permission to excavate. The Customer is responsible for any field user under the age of majority and for obtaining any consent needed for that person's use of the field application.

3.5 Source documents and mail routing. The Customer must retain independent copies of the Official Locate Record in the form issued, sufficient to comply with Excavation Laws without the Service. The Customer is responsible for its forwarding rules, source mailbox, spam filtering, safelists, mailbox capacity and routing configuration. A Service ingestion address must not be treated as the Customer's only legal or operational repository unless the Customer has independently determined that the arrangement satisfies Applicable Law.

3.6 Accuracy and lawful provision of Customer Data. The Customer is responsible for the completeness, accuracy, lawful collection and lawful disclosure of Customer Data and for all edits, planned zones, recipients, ticket associations and other inputs made by Customer Personnel. The Customer must promptly correct known errors and must not upload or share data that it has no right to provide. The Customer is also responsible for each setting it chooses in the Service that changes how tickets are read, tracked or displayed, including a validity period or another override of the Rule Tables. The Service applies such a setting as entered and does not check it against Excavation Laws or the Official Locate Record.

3.7 Accounts and security. The Customer is responsible for Authorized Users, devices, one-time sign-in codes, access to authentication email accounts, browser sessions and all use under its account. Accounts may not be shared. The Customer must promptly disable access when a user leaves, changes role, loses a device or no longer requires access, and must notify Dig Window promptly of suspected unauthorized use.

3.8 Workplace monitoring and privacy. The Customer is responsible for all notices, policies, consents and other lawful authority required in connection with the Customer's collection, use or monitoring of information relating to Customer Personnel, including device sync activity, ticket and Package access, and any location feature used on a device. Before enabling a user, the Customer represents that it has satisfied those obligations under Applicable Privacy Law and employment law.

3.9 Acceptable use. The Customer will not, and will not permit any person to: alter, falsify or misrepresent an Official Locate Record; present a Package or Service screen as a source-issued document where that would be misleading; use the Service to evade a legal or Notification Authority requirement; bypass technical restrictions; scrape, reverse engineer, resell or sublicense the Service; use the Service, or any Derived Data, to develop, train, calibrate or benchmark a product or service that competes with the Service, or submit source material to the Service for the purpose of obtaining Derived Data for such use; probe, scan or test the vulnerability of the Service; access or call the Service other than through the interfaces and applications Dig Window provides; exceed or attempt to circumvent rate or usage limits; interfere with or disrupt the Service; upload malicious code; use another customer account to avoid Fees; or use the Service unlawfully.

3.10 Browser extension and third-party portals. The Customer may use an optional browser extension only through a portal account and session it is authorized to use. Unless a separately documented feature expressly provides otherwise, the extension reads the Customer's own ticket information from the Customer's signed-in portal session, which may include opening the Customer's own ticket pages in that session, and does not submit, file or change a locate request. Where an Authorized User chooses, the extension may enter information in a request form for that user to review; the user, not Dig Window, submits the request. The Customer is responsible for compliance with third-party portal terms. Dig Window may suspend or disable the extension if the portal, its terms, Applicable Law or technical conditions change.

3.11 Partner Sharing. Partner Sharing transfers selected data between Dig Window customer accounts only. It does not complete any official locate-sharing process. The Customer remains responsible for completing every official sharing requirement, retaining the required source package and confirmation, and confirming that the recipient's work falls within all applicable restrictions. Users of another Dig Window customer that receives data through Partner Sharing are that customer's users, not the Customer's; each such customer holds its own plan and its own agreement with Dig Window. A customer on a receive-only partner plan may use shared data only for the work for which it was shared.

3.12 Continuation after expiry. Where the Service supports a continuation-after-expiry workflow, the Customer is solely responsible for determining eligibility, making any required statement or undertaking, obtaining and retaining official confirmation, monitoring continuing conditions, and stopping or notifying the appropriate authority if a condition changes. A Service reminder, status or computed continuation date is not a statutory submission or confirmation.

3.13 Pre-activation onboarding. A plan purchased online does not require a Pre-Activation Onboarding Certificate. Where Dig Window requires one for an enterprise or custom-configured Customer and tells the Customer so before activation, the Customer must complete it accurately before production activation and must promptly notify Dig Window of material changes to the certified configuration. Dig Window may rely on the Customer's certification as required. Completing or reviewing the certificate does not make Dig Window the Customer's safety auditor and does not relieve the Customer of any continuing duty.

3.14 Business use and independent advice. The Customer confirms that it acquires the Service for business purposes, has had the opportunity to obtain independent legal, safety, insurance, privacy and technical advice, and has the experience and resources necessary to evaluate the role of the Service in its operations.

3.15 Connected services. The Customer may connect the Service to a third-party service for which the Customer holds its own account (a "Connected Service"), where Dig Window offers that connection. The following applies to every Connected Service:

(a) The Customer supplies the credential that the connection uses, confirms that it is authorized to grant that access, and may revoke it at any time. Dig Window stores the credential encrypted, uses it only to operate the connection, and does not display it to its personnel.

(b) The connection is one-way. Dig Window writes to the Connected Service only the records and files that the Customer configures, in the location the Customer configures, and reads from the Connected Service only what is needed to place them. Dig Window does not read Customer Data from a Connected Service into the Service.

(c) The Customer is responsible for configuring the connection, including which record each Package is placed on, and for confirming that a Package has reached the intended record before relying on it there. Sections 2 (in particular 2.3, 2.4, 2.9 and 2.10), 4.5, 4.6 and 9 apply to a Package and to any Service Label wherever they are read: a Package is a collection of the responses received, not a statement that work may proceed, and the decision to excavate remains with the Customer and Customer Personnel.

(d) The Connected Service is governed by its provider's own terms. Dig Window does not warrant the availability, behaviour or security of a Connected Service and is not responsible for what the Customer, its users or the provider do with Customer Data once it is in the Connected Service.

(e) Dig Window may suspend a connection that is failing, that exceeds the provider's published limits, or that Dig Window reasonably considers a security risk, and will tell the Customer's primary administrator when it does.

(f) Records and files already placed in a Connected Service remain there under the Customer's control. Section 4.7 and the retention and deletion commitments in the Data Processing and Security Schedule do not apply to them.

(g) A Connected Service provider is not a subprocessor of Dig Window: Dig Window transmits Customer Data to it at the Customer's instruction and to the Customer's own account. Customer Data placed in a Connected Service may be stored outside Canada under the provider's terms, and the Customer is responsible for that transfer.

(h) A Connected Service must be an account held by the Customer or an Affiliate, and a connection may carry only the Customer's own tickets and Packages. The Customer may not use a connection to provide the Service, or any output of it, to any person other than the Customer and its Affiliates, including by placing Packages in an account held by or for another business. Each connection add-on covers one Connected Service account and, where the Order Form or the billing settings say so, one board, list or project within it; further accounts or boards require a further add-on or a quote. Section 5.3 applies to connections.

3.16 Account control. The Customer is the account holder, not any individual. Dig Window may act on instructions from the Customer's primary administrator, billing contact, or an officer, owner or legal representative of the Customer, and is not liable for acting on instructions that appear to be authorized. If people dispute control of an account, Dig Window may freeze administrative changes until it receives evidence of authority reasonably satisfactory to it, and need not decide the dispute. If a Customer that is a sole proprietor dies or becomes incapable, Dig Window may deal with the personal representative. The Customer must keep its primary administrator and notice email address current.

4. Service operations, data and security

4.1 Availability, maintenance and updates. Dig Window will use commercially reasonable efforts to provide the Service, but does not guarantee uninterrupted, timely, secure or error-free operation unless an Order Form under paragraph (c) of the definition of "Order Form" in section 1 states a specific service level. All or part of the Service may be unavailable, slower or limited in function while Dig Window or its service providers carry out planned or emergency maintenance; upgrades; software, firmware, security or infrastructure updates; database changes; or the release of a new version of the office or field application or the browser extension. Dig Window aims to carry out planned maintenance that it expects to interrupt the Service materially outside normal business hours in Ontario and, where practicable, to give notice of it in the Service or by email, but it may carry out emergency maintenance and urgent security updates at any time without notice. Internet failures, third-party outages and changes to Notification Authority systems may also affect availability. During or after an interruption, messages sent to the Customer's ingestion address may be processed late, and alerts, digests, Packages, deliveries and synchronization to devices may be delayed. The Customer's own source mailbox and the Official Locate Record remain its record (sections 2.6, 2.7 and 3.5), and the Customer must follow its own procedures until the Service is available again. After an update, an Authorized User may need to reload an application, or update the field application or browser extension, before continuing to use it. An interruption described in this section is not a breach of the Agreement and does not give rise to a refund or credit, except as provided in section 8.5.

4.2 Automated and AI-assisted processing. The Service uses automated processing and may use third-party AI or machine-learning services to extract, classify or summarize Customer Data. Automated outputs may be incorrect even where a confidence indicator is high. Unless Dig Window expressly agrees otherwise in writing, automated processing is not human professional review. Processing locations and subprocessors are governed by the Data Processing and Security Schedule. Dig Window personnel may also take part in processing, for example to correct or confirm a result. Any such involvement is part of the Service, is Derived Data, is made on the information then in the Service, and is not a verification of the Official Locate Record or professional review; section 2.8 applies to it, and Dig Window may change or stop it at any time. Dig Window does not provide engineering or other professional services. Settings that the Customer enables to handle messages automatically act on the Customer's instruction, and the Customer remains responsible for reviewing its source mailbox (section 3.5).

4.3 Customer Data and licence. As between the parties, and subject to any rights of source issuers, the Customer retains the rights it lawfully holds in Customer Data. The Customer grants Dig Window a non-exclusive licence to host, copy, process, transmit, display, transform and create Derived Data from Customer Data as reasonably necessary to provide, secure, support and improve the Service and to create de-identified or aggregated information that does not identify the Customer or an individual. This includes keeping representative Locate Documentation, and the correct reading of it, as test material that Dig Window uses only to measure and improve the accuracy of automated processing; before keeping it, Dig Window removes or masks the names, email addresses, telephone numbers and signatures of individuals; it is used within Dig Window and its subprocessors only, is protected as the Customer's Confidential Information, and is deleted with the rest of Customer Data under section 7 of the Data Processing and Security Schedule unless it has been de-identified.

4.4 Privacy and data processing. The Data Processing and Security Schedule forms part of the Agreement and governs the processing of Personal Information and security commitments. The Customer acknowledges that, while primary production hosting may be in Canada as stated in that Schedule, certain authorized subprocessors or processing operations may occur outside Canada in accordance with the Schedule.

4.5 Configured deliveries and communications. Unless a separately released feature expressly states otherwise, the Service does not communicate with the Notification Authority, a utility, an infrastructure owner or a regulator on the Customer's behalf. Email delivery, exports, file connectors, Connected Services (section 3.15) and Partner Sharing send data only to destinations selected or authorized by the Customer. The Customer is responsible for recipient addresses, permissions and access rights. A Service delivery log records Service activity only and is not proof of legal receipt by a third party.

4.6 Security responsibilities. Dig Window will maintain administrative, technical and physical safeguards appropriate to the nature of the Service and Customer Data as described in the Data Processing and Security Schedule. No system is completely secure. The Customer remains responsible for endpoint security, Authorized User access, source mailbox security, exported copies, Customer-selected connectors and third-party destinations.

4.7 Export and retention. During the term, the Customer may export available Locate Documentation and Packages using Service tools. After termination for any reason, Dig Window will make Customer Data available for export for thirty (30) days and may thereafter delete or de-identify it, subject to backups, security records, acceptance records, legal holds and retention obligations described in the Data Processing and Security Schedule.

4.8 Acceptance and audit records. Dig Window may retain records of contract acceptance, Field User Acknowledgement acceptance, access, delivery, configuration changes and other Service events for security, support, compliance and evidentiary purposes. A log is evidence of a Service event only and is not a warranty that every legally relevant event occurred or was captured.

4.9 Service changes. Dig Window may modify or replace features, interfaces, parsers, Rule Tables or third-party dependencies. If a change materially reduces purchased core functionality, Dig Window will give reasonable advance notice where practicable. Dig Window may immediately suspend a feature where reasonably necessary for security, Applicable Law, third-party terms, regulatory concerns or prevention of harm.

4.10 Support. Dig Window provides support by email and telephone during its normal business hours, using the contact details on its website. Unless an Order Form under paragraph (c) of the definition of "Order Form" in section 1 states otherwise, Dig Window does not commit to any response or resolution time, and support is not a monitoring service under section 2.8.

4.11 Aggregated Data. Dig Window owns de-identified and aggregated information derived from use of the Service, including usage and performance statistics ("Aggregated Data"), and may use and publish it during and after the term, provided it does not identify the Customer, an individual, or a specific utility, locator or infrastructure owner unless that information is otherwise public.

5. Fees and payment

5.1 Commercial terms. The applicable Order Form sets out the plan, subscription fees, ticket allowances, included users, additional-user charges, overages, add-ons, deposits, billing frequency and professional-services rates. Fees are stated in Canadian dollars and exclude HST and other applicable taxes unless expressly stated otherwise.

5.2 Payment, automatic renewal and suspension for non-payment. Amounts are due as stated in the Order Form. Where Dig Window invoices the Customer, each invoice is due within the period stated on it. Where the Customer pays by pre-authorized debit, the debits are made under the pre-authorized debit agreement the Customer accepts when it adds its bank account. Where the Customer pays by card or pre-authorized debit, the Customer authorizes Dig Window and its payment processor to charge that payment method for subscription Fees in advance for each billing period, for usage and additional-user charges in arrears, and for applicable taxes, until the subscription ends. Subscriptions renew automatically for successive billing periods of the same length until cancelled under section 6.1. Overdue amounts bear interest at 1.5% per month (19.56% per year) or the maximum lawful rate, if lower. Dig Window may suspend all or part of the Service, including automated processing, for amounts more than thirty (30) days overdue after written notice. Suspension does not extend ticket validity or transfer any Customer responsibility to Dig Window. Amounts must be paid without set-off, deduction or withholding except as required by Applicable Law.

5.3 Usage and plan scope. User and ticket allowances are plan limits and do not permit resale or management of unrelated third-party work to avoid Fees. Unless the Order Form states otherwise, a ticket is counted by unique Notification Authority request number received by the Service; a relocate or continuation issued under a new number is a new ticket. Dig Window may require a commercially reasonable plan adjustment on fourteen (14) days' notice where actual use materially exceeds the intended scope of the purchased plan.

5.4 Promotions, refunds, deposits and credits. Any promotion, money-back right, deposit, free ticket, credit or other price concession applies only if expressly stated in the Order Form (including the published pricing page at the time of purchase), in section 5.7 or 5.8, or in another written term accepted by Dig Window. Dig Window may change or withdraw a promotion for new purchases at any time; a promotion already granted to the Customer is honoured as stated at purchase. Unless that term states otherwise, it applies only to the specified base subscription amount, has no cash value, is not transferable and does not apply to taxes, usage charges, add-ons or professional services.

5.5 Professional services. Historical import, additional training, configuration, integration and custom work are billed separately at the agreed rates and are non-refundable once performed. An estimate is not a fixed fee unless expressly stated to be one.

5.6 Fee changes. Dig Window may change standard Fees, plan allowances or plan contents on at least sixty (60) days' written notice. A material increase for substantially the same use takes effect at the next monthly billing period after the notice period or at renewal of a prepaid term. The Customer may terminate before the increase takes effect.

5.7 Sixty-day money-back. If the Customer cancels through the Service, or notifies Dig Window in writing, within sixty (60) days after the Effective Date of its first subscription, Dig Window will refund the base subscription Fees paid for that period, and the Agreement ends. The refund does not cover usage charges, add-ons, taxes already remitted or professional services under section 5.5, and does not apply to a renewal, a later plan change or a second subscription by the same Customer or its Affiliate. This is the Customer's whole money-back entitlement.

5.8 Final-month deposit. Where the Order Form includes a final-month deposit, the deposit equals one month of the base subscription Fee at purchase, is not adjusted on later plan changes, bears no interest, is not held in trust, and is applied as a credit against the Customer's final invoice on termination, with any balance settled either way on that invoice. A deposit is returned in full if the Customer receives a refund under section 5.7. Sections 6.1A, 6.2A and 6.4 say how the deposit is treated when Dig Window terminates.

5.9 Plan and add-on changes. The Customer may add users or add-ons through the Service's billing settings at any time; additions take effect immediately and are charged from that time, pro-rated where the billing settings show a pro-rated amount. Removing a user or add-on, or moving to a plan with smaller allowances, takes effect at the end of the billing period already paid for; the item remains available until then and no partial-period refund is given.

5.10 Billing disputes, chargebacks and collection. The Customer must dispute a charge in writing within sixty (60) days after it is made, failing which the charge is accepted. A chargeback or payment reversal of an amount that was not disputed with Dig Window first is a material breach; Dig Window may suspend under section 6.3 and recover any dispute fee charged by its payment processor. The Customer will pay Dig Window's reasonable costs of collecting overdue amounts, including legal fees on a full-indemnity basis.

6. Term, suspension and termination

6.1 Term and cancellation by the Customer. The Agreement begins on the Effective Date and continues, renewing each billing period, until terminated. The Customer may cancel at any time through the Service's billing settings or by written notice; cancellation stops renewal and takes effect at the end of the billing period or prepaid term already paid for, without refund except under section 5.7. An Order Form under paragraph (c) of the definition of "Order Form" in section 1 may set a different commitment.

6.1A Refusal and termination by Dig Window without cause. Dig Window may decline any new sign-up, order, plan change or add-on, and may terminate the Agreement, for any reason or no reason not prohibited by Applicable Law and without giving reasons, by written notice to the Customer's primary administrator. This right exists so that Dig Window can decide which businesses it serves and manage its capacity, risk and business direction. Termination takes effect thirty (30) days after the notice or on any later date stated in it, and the Service continues on the same terms until then. If Dig Window declines an order before production access is given, no Agreement or change arises from it; if it declines within fourteen (14) days after payment and production access has already been given, the Agreement or change ends on notice. In either case Dig Window will refund all amounts paid for that order. Dig Window ends a renewal only by notice under this section. On termination under this section: (a) within thirty (30) days Dig Window will refund prepaid base subscription and add-on Fees for the period after the termination date or, if termination takes effect within sixty (60) days after the Effective Date of the first subscription, all base subscription Fees paid; (b) the final-month deposit (section 5.8) is refunded in full, less any amount then unpaid; (c) usage and additional-user charges accrued to the termination date remain payable; (d) the export period in section 4.7 applies; and (e) those refunds are the Customer's sole remedy, and termination under this section is not a breach of the Agreement.

6.2 Termination for cause. Either party may terminate the Agreement for a material breach that is not cured within fifteen (15) days after written notice, or immediately if cure is impossible, the other party becomes insolvent, or continued performance would be unlawful.

6.2A Immediate termination by Dig Window. Dig Window may terminate immediately on written notice, whether or not the breach has been or can be cured: (a) for a breach of section 3.9 or 3.10; or (b) where it reasonably believes that continuing to provide the Service creates a material legal, regulatory, security or safety risk. Dig Window need not disclose the information on which it relies or any detail of its security measures. On termination under paragraph (a), Dig Window will refund prepaid base subscription Fees for the period after termination and the final-month deposit, in each case less amounts owing, including Dig Window's reasonable costs arising from the breach; on termination under paragraph (b), section 6.1A(a), (b) and (d) apply. In either case the export period in section 4.7 applies unless security prevents it, in which case Dig Window will deliver an export on the primary administrator's request. Dig Window has no duty to assess the Customer's practices, and a decision not to suspend or terminate is not a representation that the Customer's practices are safe or compliant (section 2.8).

6.3 Protective suspension. Dig Window may immediately suspend all or part of the Service where it reasonably suspects or believes it necessary to address a security incident, unauthorized access, unlawful use, a material threat to persons or infrastructure, misuse of a third-party portal, a third-party suspension, non-payment as described in section 5.2, or another material breach. Dig Window will give notice when reasonably practicable and will limit a suspension to what is reasonably necessary. Unless security prevents it, the Customer keeps read-only access to and export of its Locate Documentation and Packages during a suspension. Dig Window is not required to disclose the information or methods on which a suspension is based, and is not liable for a suspension made in good faith under this section. During a suspension the Customer must follow sections 2.6 and 3.5.

6.4 Effect of termination. Access ends on termination, subject to the export period in section 4.7. Accrued Fees remain due. On termination by the Customer under section 6.2, Dig Window will refund prepaid base subscription Fees for the period after termination and the final-month deposit, less amounts owing. Sections 1, 2, 3, 4.3 (as to Aggregated Data and the retention described in the Data Processing and Security Schedule), 4.4 to 4.8, 4.11, 5 (as to accrued amounts, 5.8 and 5.10), 6.1A, 6.2A, 6.4, 7, 8, 9, 10, 11 and 12, and any other provision that by its nature should survive, survive termination.

7. Intellectual property and confidentiality

7.1 Service intellectual property. Dig Window and its licensors own the Service, software, interfaces, parsers, Rule Tables, templates, models, designs, workflows, documentation and improvements. Except for the limited right to use the Service during the term, no intellectual-property right is transferred. The Customer grants Dig Window a perpetual, irrevocable, royalty-free, worldwide licence to use and incorporate any feedback, provided Dig Window does not disclose Customer Confidential Information.

7.2 Confidentiality. Each party must protect the other party's Confidential Information using reasonable care and may use it only to exercise rights or perform obligations under the Agreement. The obligation does not apply to information the recipient can demonstrate: (a) is or becomes public other than through breach; (b) was lawfully known without restriction before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is lawfully received from a third party without a duty of confidence.

7.3 Compelled disclosure. A recipient may disclose Confidential Information to the extent required by Applicable Law. Where lawful, the recipient will give reasonably prompt notice and disclose only what is legally required.

7.4 Source materials. Locate Documentation may be subject to rights of the Notification Authority, utilities, infrastructure owners or other issuers. As between the parties, Dig Window will treat non-public Customer Data as the Customer's Confidential Information except to the extent disclosure is authorized by the Agreement or Customer configuration.

8. Warranties, disclaimers and non-reliance

8.1 Authority. Each party warrants that it is validly existing and has authority to enter into the Agreement. The Customer further warrants that it accepts and uses the Service for business purposes, and not for personal, family or household purposes.

8.2 Service provided as is. Except for the express obligations set out in the Agreement, the Service, Derived Data, Packages, Rule Tables, alerts and Documentation are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Dig Window disclaims all other warranties, conditions and representations, whether express, implied or statutory, including any warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, accuracy, completeness, timeliness, title, non-infringement, and those arising from a course of dealing or usage of trade.

8.3 No locate or safety warranty. Without limiting section 8.2, Dig Window does not warrant that every ticket or response will be received; that any locate, share, continuation, date, status, Package, map or alert is accurate, complete, current or legally effective; that all underground infrastructure has been identified; that markings remain visible; that a utility response permits the planned work; or that it is safe or lawful to excavate.

8.4 Non-reliance. The Customer confirms that it has not relied on any demonstration, marketing statement, oral statement, roadmap, estimate or representation that is not expressly included in the Agreement. No such statement expands Dig Window's obligations. Nothing in this section excludes liability for fraud or fraudulent misrepresentation.

8.5 Exclusive remedy for Service failures. If the Service does not perform materially as described in the Documentation, the Customer must notify Dig Window, and Dig Window will use commercially reasonable efforts to correct the failure. If Dig Window does not correct a material failure within thirty (30) days after notice, either party may terminate the affected subscription on written notice and Dig Window will refund the prepaid base subscription Fees for the period after termination. Subject to section 9.3, this section states the Customer's sole and exclusive remedy, and Dig Window's entire liability, for any failure of the Service to perform, and the refund counts toward the cap in section 9.2.

9. Limitation of liability

9.1 Excluded losses. To the maximum extent permitted by applicable law, Dig Window, its Affiliates, and each of their respective directors, officers, employees, contractors, licensors, service providers and suppliers (collectively, the “Dig Window Parties”) shall not be liable to the Customer, any Affiliate of the Customer, or any Customer Personnel for any of the losses, damages, costs, expenses, liabilities, claims or consequences described below, whether arising directly or indirectly out of or relating to the Agreement, the Service, any Derived Data, Package, Rule Table, Service Label, alert, notification, Documentation, outage, error, omission, delay or failure of the Service, or any reliance or purported reliance on any of the foregoing.

This exclusion applies regardless of the form or cause of action, whether in contract, tort (including negligence, negligent misrepresentation or otherwise), breach of statutory duty, strict liability, equity, indemnity or otherwise, and whether or not the loss was foreseeable or a Dig Window Party was advised of its possibility.

Without limiting the foregoing, the Dig Window Parties shall not be liable for:

(a) any delay, standby time, idle labour or equipment, remobilization, acceleration, disruption, loss of productivity, loss of use, schedule impact, project delay, cost escalation, backcharge, liquidated damages or other delay-related or project-related cost;

(b) any damage to, contact with, interference with, disturbance of, or failure to identify any underground, above-ground or other infrastructure, including any cost of investigation, locating, exposure, repair, replacement, restoration, remediation or emergency response, or any claim, demand or liability asserted by a utility, infrastructure owner, Notification Authority, locator, municipality, governmental authority or other third party arising from or relating to excavation, ground disturbance or site work;

(c) any fine, penalty, charge, assessment, order, stop-work order, compliance order, investigation, inspection, enforcement proceeding, regulatory cost, licence or account suspension, or other governmental or regulatory consequence;

(d) any bodily injury, personal injury, illness or death arising out of or relating to excavation, ground disturbance, construction or other site activities;

(e) any loss of profit, revenue, income, opportunity, production, use, business, contract, customer, goodwill, reputation, anticipated savings or anticipated economic benefit, whether characterized as direct, indirect or otherwise;

(f) any loss, destruction, corruption, alteration, unauthorized disclosure or inability to access data, records or Documentation, except for Dig Window’s express obligation, if any, under the Agreement to use commercially reasonable efforts to restore data from backups maintained and controlled by Dig Window and then available; and

(g) any indirect, incidental, special, consequential, exemplary, aggravated or punitive damages, or any other damages of a similar nature, however caused.

For greater certainty, the exclusions in this Section 9.1 apply notwithstanding that any loss or claim may have been caused or contributed to, in whole or in part, by the negligence of a Dig Window Party, except to the extent expressly excluded from the operation of this Section by Section 9.3 or applicable law.

9.2 Aggregate liability cap. To the maximum extent permitted by law, the total aggregate liability of the Dig Window Parties, taken together, for all claims by the Customer, its Affiliates and Customer Personnel, taken together, arising out of or relating to the Agreement or the Service, including the Data Processing and Security Schedule, section 10.4, any security incident and any addendum, regardless of theory, number of claims or events, will not exceed the greater of: (a) the base subscription fees actually paid by the Customer to Dig Window for the six (6) months immediately preceding the first event giving rise to the claim, excluding taxes, usage charges, add-ons, onboarding and professional-services fees; and (b) CAD $1,000. Refunds, credits and service credits provided in respect of the same matter count toward this cap.

9.3 Carve-outs. Sections 9.1 and 9.2 do not limit liability for fraud, fraudulent misrepresentation, wilful misconduct or any liability that Applicable Law does not permit the parties to exclude or limit. Nothing in the Agreement contracts out of a statutory protection that cannot lawfully be waived. "Wilful misconduct" means intentional wrongdoing done with knowledge that it is wrongful or with reckless disregard of its likely harmful consequences, and does not include good-faith business, product or operational decisions.

9.4 Basis of bargain and insurance allocation. The Customer acknowledges that the Service is priced and supplied on the basis that excavation, site, infrastructure and safety risks remain with the Customer; the Customer's independent duties exist whether or not the Service is used; and the exclusions, limitations, indemnities and insurance requirements in the Agreement are material to the allocation of risk between the parties.

9.5 Separate and independent limitations. Each exclusion, limitation and cap in this section is separate and independent and applies to the fullest extent permitted by law.

9.6 Contractual limitation period. The parties intend the Agreement to be a "business agreement" for purposes of section 22 of the Limitations Act, 2002 (Ontario). Subject to any limitation period that cannot lawfully be shortened, any claim by the Customer against a Dig Window Party arising out of or relating to the Agreement or the Service must be commenced within one (1) year after the day on which the claim was discovered, failing which it is barred.

10. Indemnities and third-party claims

10.1 Customer indemnity. To the maximum extent permitted by law, the Customer will defend, indemnify and hold harmless the Dig Window Parties from and against all claims, demands, proceedings, losses, damages, fines, penalties, liabilities and reasonable legal fees on a full-indemnity basis arising out of or relating to: (a) excavation, ground disturbance or site work by or for the Customer or Customer Personnel; (b) infrastructure damage, property damage, personal injury or death connected with that work; (c) breach of Excavation Laws or the Official Locate Record; (d) reliance on Derived Data, a Package, alert or Service Label contrary to sections 2 and 3; (e) inaccurate, incomplete, unlawfully obtained or improperly shared Customer Data; (f) Partner Sharing, official locate sharing or continuation activity by the Customer; (g) the Customer's employment, monitoring, privacy or consent obligations; (h) unauthorized portal access or breach of third-party terms by the Customer; (i) misuse of the Service; or (j) a claim by Customer Personnel, subcontractors, recipients or other persons for whom the Customer is responsible. This indemnity applies whether or not the claim was caused or contributed to by the negligence of a Dig Window Party, except to the extent finally determined to have been caused by that Dig Window Party's fraud or wilful misconduct, and subject always to mandatory law.

10.2 Statutory allocation. Section 10.1 does not require contribution or indemnity where the Workplace Safety and Insurance Act, 1997 or another statute prohibits it. The indemnity applies only to the legally recoverable portion of a claim after any mandatory statutory allocation. Nothing in section 10.1 overrides, or requires the Customer to indemnify against, any obligation imposed by statute that cannot lawfully be varied by agreement.

10.3 Indemnity procedure. The indemnified party will give reasonably prompt notice of a third-party claim; delay relieves the indemnifying party only to the extent of material prejudice. The indemnifying party may control the defence with counsel reasonably acceptable to the indemnified party, but may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified party without written consent. The indemnified party may participate with its own counsel at its own cost, except where separate counsel is reasonably required by a conflict.

10.4 Dig Window intellectual-property indemnity. Dig Window will defend and indemnify the Customer against a third-party claim that the unmodified Service, as supplied by Dig Window and used in accordance with the Agreement, infringes a Canadian copyright or trademark. This indemnity does not apply to Customer Data, third-party content, combinations not supplied by Dig Window, use after notice to stop, or modifications not made by Dig Window. Dig Window may procure continued rights, modify or replace the affected feature, or terminate it and refund prepaid unused base subscription fees for that feature. Defence costs and amounts paid under this section count toward the cap in section 9.2.

10.5 Protected persons. Dig Window enters sections 8, 9 and 10 both for itself and as trustee and agent for each other Dig Window Party. Each Dig Window Party is an intended third-party beneficiary entitled to rely on and enforce those provisions directly.

11. Insurance

11.1 Customer insurance. During the term and for work performed using the Service, the Customer will maintain insurance appropriate to its operations, including commercial general liability insurance of not less than CAD $2,000,000 per occurrence or any higher amount stated in the Order Form, with coverage appropriate to excavation and underground infrastructure damage; automobile coverage where applicable; and all workers' compensation or WSIB coverage required by law. The commercial general liability policy must include contractual liability coverage that responds to the Customer's indemnity in section 10.1 to the extent customarily available. The Customer will provide certificates or evidence of good standing on reasonable request.

11.2 Additional insured and subrogation. Where commercially available on reasonable terms and reasonably requested by Dig Window for a material excavation-risk Customer, the Customer will request that Dig Window be included as an additional insured for liability arising from the Customer's operations and that the insurer waive subrogation against Dig Window, in each case only to the extent customarily available under the Customer's policy.

11.3 Dig Window insurance. Dig Window will maintain insurance that it considers commercially reasonable for a software business of its size, which may include technology errors-and-omissions, cyber and commercial general liability coverage. Dig Window's insurance is for its own protection: the Customer is not an insured under it, and the existence, amount or proceeds of any policy do not expand Dig Window's liability or the cap in section 9.2.

12. General

12.1 Governing law and forum. The Agreement is governed by the laws of Ontario and the federal laws of Canada applicable in Ontario. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario sitting in Brampton, Ontario, unless the parties agree in writing to another venue for a specific dispute.

12.2 Changes to these Terms. Dig Window may update these Terms on at least thirty (30) days' notice of a material change, given by email to the Customer's primary administrator or in the Service. A change required by Applicable Law, security or a third-party dependency may take effect sooner to the extent reasonably necessary. Where a change materially affects sections 2, 3, 5, 8, 9, 10 or 11, Dig Window may require, and for a change to sections 8, 9, 10 or 11 will require, one Authorized User with authority to bind the Customer to accept the revised Terms in the Service before continued use; otherwise continued use after the effective date constitutes acceptance. A Customer that does not accept a change may terminate by written notice before the change takes effect, and Dig Window will refund prepaid base subscription Fees for the period after termination. Dig Window will version the Terms, keep prior versions available and maintain acceptance records.

12.3 Electronic acceptance and evidence. The parties consent to electronic transactions and signatures, including under the Electronic Commerce Act, 2000 (Ontario). These Terms, an Order Form or another agreement document may be accepted electronically, including by ticking an acceptance box at checkout or selecting an acceptance control in the Service, and no handwritten signature is required for the Agreement to be binding. Dig Window may retain evidence of the user, Customer, document version, timestamp, device, browser or session information and the acceptance event, and the parties agree that those records are admissible evidence of acceptance, subject to Applicable Law. Dig Window will make the version accepted by the Customer available to it on request.

12.4 Order of precedence. In the event of a conflict, the following order applies: (a) an Order Form, but only to the extent it expressly states that it overrides another document; (b) an enterprise or feature-specific addendum accepted by both parties; (c) the Data Processing and Security Schedule for privacy and security matters; (d) these Terms; and (e) then-current product documentation. A Privacy Policy describes privacy practices but does not expand a contractual warranty unless expressly incorporated into the Agreement.

12.5 Entire agreement. The Agreement is the entire agreement between the parties regarding the Service and supersedes prior proposals, demonstrations, discussions and representations. A purchase order or Customer form does not modify the Agreement unless Dig Window expressly accepts the modification in writing.

12.6 Assignment. The Customer may not assign the Agreement without Dig Window's prior written consent. Dig Window may assign the Agreement to an Affiliate or in connection with a merger, financing, reorganization, sale of substantially all assets or transfer of the Service business.

12.7 Force majeure and third-party dependencies. Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet or cloud failures, cyberattacks not caused by that party's breach, utility or Notification Authority outages, portal or format changes, labour disruption, government action or natural events. Payment obligations are not excused.

12.8 Notices. Legal notices to Dig Window must be sent to the legal-notice email address stated on the then-current Terms page or Order Form (at the date of these Terms, support@digwindow.com). Notices to the Customer may be sent to the billing contact, primary administrator or legal-notice email stated in the Order Form, or to the email address of the Customer's primary administrator in the Service. Operational notices may be delivered through the Service. A notice is effective when received, except that an electronic notice sent outside normal business hours is deemed received on the next business day. A notice sent to the most recent primary administrator email address on record is effective even if it is not delivered.

12.9 No waiver; severability. A waiver must be express and applies only to the specific matter waived. If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted by Applicable Law or, if that is not possible, severed without affecting the remaining provisions.

12.10 Independent contractors. The parties are independent contractors. Neither party is the agent, partner, joint venturer or fiduciary of the other, and neither may bind the other except as expressly agreed in writing.

12.11 Language. The parties expressly request that the Agreement and all related documents be completed in English. If the Service is offered in a jurisdiction requiring another language, Dig Window may require a compliant localized agreement before activation. The Service is supplied for work in Ontario. A Customer with operations in Quebec or outside Ontario must tell Dig Window before using the Service there, and Dig Window may require an addendum, French-language documents or other terms first.

12.12 Counterparts. Where an Order Form, addendum or amendment is executed rather than accepted online, it may be executed in counterparts and electronically, each of which is deemed an original and all of which together constitute one instrument.

12.13 Customer name. Dig Window may identify the Customer by name and logo as a customer of the Service. The Customer may ask Dig Window to stop at any time by email, and Dig Window will do so within a reasonable time.

12.14 No other third-party beneficiaries. Except as stated in section 10.5, nothing in the Agreement confers any right, benefit or remedy on any person other than the parties.

How these terms are accepted

These Terms are accepted electronically as described in the opening paragraphs and section 12.3. There is no signature page. Where a Customer requires a countersigned document, Dig Window may issue an Order Form under paragraph (c) of the definition of "Order Form" in section 1 that incorporates these Terms by reference.

DigWindow Limited · Corporation No. 1822139-1 · 201-197 County Court Blvd, Brampton ON L6W 4P6 · support@digwindow.com · Version 2026-12