Terms of Service | Pearson Manufacturing

1. Agreement structure

These Terms govern business use of Pearson's public website, accounts, organization workspaces, quote-request workflow, buyer and supplier portals, private-file workflows, and related manufacturing coordination services (collectively, the Platform). Pearson operates a human-managed Canadian business-to-business manufacturing marketplace and coordination platform. It is not an instant-quotation, automatic-award, or automatic supplier-routing service.

The agreement between Pearson and the organization using the Platform may include:

these activated Terms;
an accepted quote and its identified revision;
Pearson's written job confirmation or job record;
a purchase order Pearson expressly accepts;
a project-specific statement of work, change order, quality plan, shipping term, or other confirmed project document;
an activated mutual NDA or a custom NDA;
supplier commercial terms, if the organization is an approved manufacturing supplier; and
the Privacy Policy, which describes personal-information handling but is not a substitute for commercial project terms.

Together, the applicable documents form the Agreement. A public page, sales discussion, unaccepted purchase order, supplier application, or quote request does not by itself create a manufacturing order or guarantee service.

2. Electronic acceptance and authority

An individual accepts an activated version only by completing Pearson's designated acceptance workflow or signing an identified counterpart. Merely viewing a public page, creating a browser session, beginning a quote request, or continuing to browse is not acceptance.

The acceptance workflow must identify the exact title, version, effective date, and server-computed content hash; use an unchecked agreement checkbox; include a separate attestation that the individual has authority to bind the named organization; and require an explicit accept action. Pearson may record the binding organization and user, source route, timestamp, related quote where applicable, masked IP address, truncated user agent, request or session identifier, acceptance method chosen by the server, and the exact document metadata. A private, immutable or downloadable receipt may evidence that acceptance.

By accepting for an organization, the individual represents that they are an adult with legal capacity and have authority to bind that organization. If they lack authority, they must not accept and should ask an authorized representative to act. Pearson may request reasonable evidence of authority and may reject or suspend an acceptance that cannot be verified.

3. Eligibility and business-use scope

The Platform is intended only for legitimate business, professional, institutional, or commercial activity. It is not directed to consumers or children. An individual may use it only for an organization they are authorized to represent or for their own lawful business as a sole proprietor.

Use may be restricted by location, capability, insurance, compliance, sanctions, export controls, controlled-goods rules, project sensitivity, or Pearson's capacity. Access to a feature is not confirmation that Pearson or a supplier is qualified, certified, registered, or legally permitted for a particular project.

4. Accounts and authentication

Users must provide accurate, current information; use their own account; complete required authentication; and keep account information reasonably current. Buyers may begin a quote request anonymously, but authentication is required before a private file can be uploaded or a request submitted.

Users must protect credentials, authentication links, devices, recovery methods, signed file links, and sessions; use reasonable security settings; and promptly report suspected loss, compromise, unauthorized access, or an incorrect organization membership. Users may not share a personal account or let another person impersonate them. The organization is responsible for activity by its authorized users and for promptly removing access when a person's authority or employment changes, except to the extent an incident results from Pearson's breach of the Agreement.

5. Organizations, membership, and administrators

An organization workspace may contain administrators, buyers, supplier users, teammates, or other roles. Administrators may invite or remove users, assign roles, manage organization details, and see information made available to their role. They must invite only authorized people and must not use administrator access to obtain another organization's information.

The active-workspace selector does not grant access by itself. Authentication, current membership, role, organization isolation, and file-level permission checks continue to apply. A user must confirm the correct workspace before submitting, accepting, downloading, messaging, or changing project information.

Pearson may correct an obvious membership error, preserve audit evidence, and suspend access while authority or organization ownership is investigated.

6. Acceptable use

Users may use the Platform only to evaluate, quote, source, purchase, supply, manufacture, inspect, document, ship, and administer legitimate manufacturing work and related business relationships. They must follow the Agreement, applicable law, reasonable security instructions, and project-specific restrictions.

Users must describe requirements honestly, respond to material clarification requests, respect other parties' confidential information and intellectual property, and use downloaded or disclosed information only for the authorized project purpose.

7. Prohibited conduct

A user must not:

access, test, scan, scrape, probe, disrupt, overload, reverse engineer, or circumvent the Platform, its permissions, rate limits, authentication, private storage, or signed-link controls, except to the extent a restriction is prohibited by law;
upload malware, destructive code, deceptive content, unlawful surveillance material, or content that infringes another person's rights;
impersonate another person, misstate authority, submit a false certificate or compliance response, manipulate an acceptance record, or use another organization's workspace;
harvest contact, buyer, supplier, pricing, or project information; build an unauthorized directory; benchmark another party publicly; or use Platform data for unsolicited marketing;
make a protected file public, forward a signed link to an unauthorized recipient, or put confidential project information into a public, shared, or general-purpose AI service;
interfere with a quote, award, inspection, quality record, shipment, invoice, audit, or dispute record;
use the Platform to violate competition, anti-bribery, sanctions, export-control, controlled-goods, tax, employment, privacy, safety, environmental, product, or intellectual-property law; or
represent that Pearson guarantees certification, registration, capability, lead time, price, award, supplier onboarding, data residency, security, regulatory compliance, or project outcome.

8. Controlled, restricted, and sensitive information

Do not upload or disclose through the standard workflow any controlled-goods technical data, export-controlled or sanctions-restricted information, classified information, defence-sensitive material, personal health information, payment-card data, government credentials, or other specially regulated or unusually sensitive information until Pearson confirms in writing an appropriate project-specific intake, authorization, access, storage, transfer, and handling process.

An NDA, account, requested-certification field, private bucket, or signed link is not confirmation that Pearson or any partner is registered, authorized, eligible, or technically configured for controlled or restricted information. Pearson may quarantine, refuse, limit access to, preserve, or securely return information submitted contrary to this section, subject to law and safety. The submitting organization remains responsible for classifying its information and obtaining required permits, licences, consents, registrations, and instructions.

9. Quote requests and buyer responsibilities

A buyer may request a quote using protected files, a written description, or both. The buyer must provide information reasonably sufficient for review, including applicable drawings and models, revision level, specifications, dimensions, GD&T, tolerances, material and customer-supplied-material details, quantities, finish, inspection and documentation requirements, timing, destination postal code, budget guidance if requested, and regulatory or certification needs.

The buyer must identify conflicts, ambiguities, special characteristics, mating interfaces, intended use, safety-critical features, and any requirement not apparent from the supplied documents. Pearson may rely on the identified revision and written clarifications. If a model and drawing conflict, Pearson will seek direction where reasonably detected, but the buyer remains responsible for providing a clear document hierarchy.

A quote request is an invitation for human review, not an offer Pearson must accept. Submission does not guarantee a response, quote, capacity, supplier match, price, lead time, or manufacturing outcome.

10. Human review and capability confirmation

Pearson personnel review requests, ask questions, assess available capability, and prepare buyer-visible quote revisions. Pearson may consider in-house resources and authorized manufacturing partners. There are no instant quotations, automatic awards, or automatic supplier routing.

Capability, material availability, tolerance, inspection method, documentation, certification, timing, fulfillment, packaging, shipping, and regulatory handling are confirmed for each project. General capability pages, supplier profiles, historical jobs, search results, or automated suggestions are not a project-specific warranty.

Pearson may decline a request, request a design change, narrow a requirement, propose a different material or process, or require a separate compliance review. A proposed substitution is not authorized until the buyer approves it in the applicable project record.

11. Quote versions, pricing, and validity

A quote may have multiple identified revisions. A buyer must review the exact revision it accepts. A later revision does not bind the buyer unless accepted, and acceptance of an older revision does not override a later change expressly agreed by both parties.

A quote may state line items, price, currency, estimated lead time, assumptions, exclusions, minimum quantities, one-time charges, tooling, material, inspection, packaging, shipping, taxes, payment milestones, and an expiry date. Unless the quote expressly states another currency, prices are in Canadian dollars. Applicable taxes and separately identified shipping, duties, brokerage, or project charges are additional unless the quote says they are included.

A quote is available only until its displayed expiry. If no expiry is displayed, the buyer must obtain Pearson's confirmation that price, material, capacity, and timing remain available before relying on it. Pearson may withdraw or revise an unaccepted quote when inputs, costs, availability, compliance, or assumptions change.

Lead times are estimates unless a confirmed job document expressly states a guaranteed commitment. The applicable start point may depend on final specifications, material receipt, deposit or payment arrangement, approvals, tooling, samples, or other stated prerequisites.

12. Quote acceptance does not collect payment

Selecting Accept quote records the buyer's acceptance of the identified quote revision and request to proceed to Pearson's order review. It does not charge a card, debit an account, collect a deposit, automatically create a manufacturing job, or automatically award work to a supplier.

Live Stripe Checkout and Stripe Connect are disabled. A Pearson administrator reviews the accepted quote and converts it into a job when Pearson is ready to confirm the project. Any deposit, payment milestone, invoice method, supplier payout, or future online-payment method must be separately stated and enabled.

13. Order and job formation

A manufacturing order is formed only when Pearson, after reviewing the accepted quote and required prerequisites, issues a written job confirmation, creates a confirmed job record visible to the buyer, countersigns a project document, or otherwise expressly confirms acceptance in writing. Pearson may refuse or pause conversion where capacity, authority, payment terms, specifications, compliance, material, NDA status, or project prerequisites remain unresolved.

A buyer purchase order does not alter the Agreement or bind Pearson merely because it is submitted, referenced, acknowledged as received, or used for the buyer's internal process. Additional or inconsistent purchase-order terms apply only if Pearson expressly accepts them in a signed or confirmed project document.

14. Document precedence

If project documents conflict, the following order applies unless a document expressly states a different order:

a custom agreement or amendment signed by authorized representatives of both parties;
the latest mutually confirmed change order or project-specific statement of work;
Pearson's confirmed job record and expressly accepted purchase-order terms;
the accepted quote revision;
an applicable custom NDA, then the activated standard mutual NDA for confidentiality issues;
applicable supplier commercial terms for supplier-performance issues; and
these Terms.

The Privacy Policy governs Pearson's personal-information practices but does not change price, specifications, or manufacturing scope. A file controls over a general description only if the project record identifies that file and revision as controlling.

15. Specifications, files, and design responsibility

The buyer is responsible for the design, intended use, system integration, safety analysis, regulatory classification, dimensions, tolerances, material selection, and completeness of buyer-supplied specifications unless a confirmed project document expressly assigns a design service to Pearson.

Pearson is responsible for manufacturing against the confirmed project requirements within the agreed scope. Manufacturing review, manufacturability comments, quotation, samples, or failure to identify a design issue do not transfer design responsibility or certify fitness for the buyer's end use.

The buyer must preserve the authoritative source files and verify all previews, conversions, units, scale, revision identifiers, and written clarifications. Pearson may create working copies, toolpaths, fixtures, inspection plans, and derived manufacturing information for the project.

16. Change control

Either party may request a change to quantity, material, design, tolerance, process, inspection, documentation, timing, delivery, packaging, or other scope. A request is not effective until Pearson reviews its feasibility and the parties confirm any effect on price, timing, scrap, work already performed, material commitments, tooling, quality, or compliance.

Pearson may pause affected work while a change is evaluated. The buyer is responsible for reasonable documented costs caused by an approved buyer change or by stopping work already authorized, subject to the confirmed change terms. Pearson will not knowingly substitute a material, process, supplier, or requirement that changes confirmed form, fit, function, quality, or compliance without approval.

17. Rights in buyer-supplied information

The buyer and its licensors retain ownership of their CAD, drawings, specifications, trademarks, and other supplied intellectual property. The buyer grants Pearson and authorized project recipients a limited, non-exclusive, non-transferable except to approved service providers and manufacturing partners, revocable subject to record-retention needs, royalty-free licence to access, reproduce, translate into manufacturing instructions, and use that material only to evaluate, quote, source, manufacture, inspect, document, deliver, support, and administer the project and meet legal obligations.

The buyer represents that it owns or has sufficient rights and authority to provide the material and grant that licence. It must identify third-party restrictions and may not ask Pearson or a supplier to copy, manufacture, or disclose something unlawfully.

18. In-house work, partners, and subcontracting

Depending on human project review, manufacturing or related services may be performed by Pearson in-house or through an authorized manufacturing partner. Pearson may disclose need-to-know project information to prospective partners for capability and quotation review and to assigned partners for manufacturing, inspection, documentation, fulfillment, or logistics, subject to applicable confidentiality obligations.

Pearson remains the buyer's coordination contact unless a project document states otherwise. A partner's identity may be confidential. Nothing guarantees a particular facility, machine, country, partner, or production method unless confirmed in the job documents. Controlled or restricted information requires the separate review in section 8 before any partner disclosure.

19. Customer-supplied material

When Pearson agrees to use customer-supplied material (CSM), the buyer must provide accurate identification, quantity, condition, safety data, handling and storage needs, certifications, traceability, declared value where requested, and shipment notice. The buyer warrants it has the right to supply the material and that it is suitable and lawful for the confirmed process.

Pearson will record receipt and perform the verification stated in the project documents. Unless expressly agreed, receiving is not destructive testing, metallurgical verification, certification, or confirmation of hidden condition. Pearson will notify the buyer of a reasonably apparent shortage, damage, mismatch, or nonconformance and may pause work.

Pearson will not purchase replacement material at the buyer's cost or materially substitute stock without the buyer's approval, except for an urgent safety measure permitted by law. The parties will document responsibility for shortages, latent defects, unusable stock, process allowance, setup pieces, scrap, and replacement cost.

CSM remains the buyer's property, subject to Pearson's lawful lien or other rights. Pearson will use reasonable care while it has custody. The buyer must give timely, lawful instructions for remnants, scrap, return, storage, recycling, or disposal and pay agreed related costs. Pearson may not be able to return material consumed, transformed, contaminated, commingled with approval, or rendered uneconomic to segregate through the authorized process.

20. Quality, inspection, and documentation

Quality obligations are project specific. The confirmed job must identify applicable drawings, tolerances, inspection level, sampling, measurement method, certificates, material traceability, first-article or production-part approvals, records, and buyer-supplied standards. Pearson does not claim a certification, inspection capability, or documentation package unless expressly confirmed for the project.

Pearson and its assigned partner may inspect work during production and before release. The buyer remains responsible for incoming inspection and validation appropriate to the part's intended use, especially for safety-critical, regulated, assembly, or downstream-process applications.

Inspection records reflect the method, equipment, sample, conditions, and information stated in the record. They are not a warranty about unmeasured characteristics or an independent product certification unless expressly identified as such.

21. Nonconformance, rework, and acceptance

The buyer must inspect delivered work within the period stated in the project documents or, if none is stated, within a reasonable time in the circumstances. It must preserve relevant parts and packaging and provide prompt written notice identifying the job, part, quantity, alleged requirement, evidence, and requested disposition. Failure to identify a defect that reasonable incoming inspection should have found may limit remedies to the extent permitted by law; latent defects remain subject to the Agreement and applicable law.

Pearson will review a reported nonconformance and may request photographs, measurements, records, samples, segregation, or return authorization. The buyer must not perform or authorize destructive rework at Pearson's cost before Pearson has a reasonable opportunity to investigate, unless immediate action is reasonably necessary for safety or to mitigate loss.

For a substantiated failure to meet confirmed requirements, Pearson's primary remedy may be, at its reasonable option and subject to feasibility, reinspection, rework, replacement, or a credit for the affected nonconforming work. A substitution, use-as-is disposition, repair, deviation, or rework that changes a confirmed requirement requires appropriate approval. Project documents may provide different or additional remedies.

22. Logistics, delivery, title, and risk

The buyer must provide complete delivery, contact, packaging, carrier-account, customs, and special-handling instructions. Estimated ship and delivery dates are not guarantees unless expressly confirmed. Partial shipments require the agreement stated in the project record.

Shipping terms, title, and risk transfer are governed by the confirmed project document, including any identified Incoterm. If the project document is silent, risk transfers when the goods are physically delivered to the buyer's designated destination, and title transfers only after Pearson receives full payment for those goods. Title to CSM remains with the buyer as described above.

The buyer is responsible for delay, storage, redelivery, or added cost caused by an incorrect address, unavailable recipient, buyer-selected carrier, missing import information, or a buyer-requested hold. Pearson remains responsible for exercising reasonable care in packaging and tendering goods within its agreed scope.

23. Payment, invoicing, and taxes

Payment terms, deposits, milestones, invoice timing, credit approval, and accepted payment methods are stated in the quote, job, invoice, or separate written arrangement. Quote acceptance alone does not collect payment. Live Platform card checkout and connected supplier payouts are disabled, so payment and payout are handled through separately confirmed operational processes.

The buyer must pay undisputed amounts when due in the stated currency without unauthorized deduction or set-off. Pearson may require a deposit, credit check, purchase order, or payment before material commitment or shipment if stated before job confirmation. Overdue amounts may accrue only the interest or charge disclosed in the applicable project or invoice document and permitted by law.

Prices exclude sales, use, value-added, excise, withholding, customs, duties, brokerage, and similar taxes or government charges unless expressly stated otherwise. Pearson will collect taxes it is required to collect based on the information reasonably available. The buyer is responsible for valid exemption documentation and charges legally allocated to it. Pearson does not provide tax advice.

24. Credits, refunds, disputes, and chargebacks

A credit or refund is available only where required by law, expressly stated in the Agreement, or approved by Pearson after reviewing cancellation, nonconformance, overpayment, duplicate payment, or another documented basis. There is no automatic refund workflow. An approved credit or refund will be documented and delivered through a method Pearson has operationally confirmed.

The buyer must raise an invoice dispute promptly and in good faith, identify the specific amount and reason, and pay undisputed amounts. The parties will try to reconcile records before escalation. A buyer must not initiate an unfounded chargeback or payment reversal. Nothing prevents a lawful good-faith dispute, but the buyer remains responsible for amounts ultimately found due and for reasonable direct costs caused by abusive or fraudulent reversal activity, to the extent permitted by law.

Pearson may suspend new work, shipment, file release where lawful, or account features for a material overdue amount or credible payment fraud after reasonable notice when practicable. A dispute does not authorize Pearson to expose or misuse protected information.

25. Cancellation and pauses

A buyer may request cancellation, but cancellation is not effective until Pearson confirms the disposition of work, committed material, non-cancellable supplier charges, tooling, CSM, finished goods, documents, and shipment. The buyer must pay agreed work performed and reasonable, documented, non-recoverable commitments made for the confirmed job, except to the extent cancellation results from Pearson's uncured material breach.

Pearson may pause or cancel a request or job where specifications, approvals, payment arrangements, authority, safety, sanctions, controlled-information handling, material, capacity, force majeure, or compliance cannot be resolved. Pearson will provide notice and a commercially reasonable accounting of affected amounts and property, subject to legal restrictions and urgent safety needs.

26. Platform and manufacturing intellectual property

Pearson and its licensors own the Platform, software, page designs, workflows, documentation, databases, branding, and improvements, excluding user-supplied content. No right is granted except the limited right to use the Platform under the Agreement. Users may not copy, sell, sublicense, or create a competing dataset or service from the Platform.

Unless a project document states otherwise, Pearson or the applicable manufacturing party retains its pre-existing know-how, general manufacturing methods, software, templates, tooling designs, fixtures, workholding concepts, process parameters, and improvements that do not disclose or embody the buyer's confidential information. Ownership and custody of buyer-funded dedicated tooling must be stated in the project document; payment of a tooling charge alone does not resolve every ownership, storage, maintenance, or return term.

If a user voluntarily provides feedback that is not confidential project information, the user grants Pearson a worldwide, perpetual, irrevocable, royalty-free right to use it to improve the Platform and operations without attribution. Pearson will not treat a labelled project disclosure as non-confidential feedback merely because it contains a suggestion.

27. Confidentiality, privacy, and NDAs

Each party must protect the other party's confidential information under an applicable activated mutual NDA, custom NDA, project confidentiality clause, or—where none applies—the confidentiality obligations expressly included in the confirmed project document. Publicly viewing an NDA page is not acceptance.

The Privacy Policy explains Pearson's handling of personal information. Confidential technical or commercial information is not necessarily personal information and may receive additional protection under an NDA. If a custom NDA applies to a project, it takes precedence over Pearson's standard NDA for the same subject to the extent of a direct conflict.

A compliance hold, sanctions restriction, controlled-information restriction, court order, or legal preservation duty remains effective even if an NDA has been accepted.

28. Supplier participation

Supplier applications, onboarding, capability records, and agreement acceptances are manually reviewed. Applying, creating an account, completing onboarding, or accepting an NDA or supplier agreement does not guarantee approval, RFQs, access to every file, a buyer identity, an award, volume, payment terms, or work.

An approved supplier must provide accurate capability, capacity, insurance, workplace-coverage, tax, certification, quality, shipment, and compliance information and keep time-sensitive records current. It may access project information only for an authorized RFQ or job. Where Pearson designates an NDA requirement, the supplier must first satisfy the exact current activated standard NDA or the specifically verified custom or project NDA, together with any stronger compliance gate. Supplier commercial performance may be governed by distinct activated partner terms; if no distinct terms are activated, Pearson must confirm project obligations before award.

29. Third-party services and links

The Platform may depend on authentication, hosting, private storage, email, mapping, analytics, shipping, inspection, banking, and other third-party services. Some features may be optional or disabled. Third-party terms govern a user's direct relationship with that provider, while Pearson remains responsible for its own obligations under the Agreement.

Pearson does not warrant an unrelated third-party site or service merely because it is linked or integrated. A third-party outage or change may affect the Platform, and Pearson may replace a provider with a reasonably suitable alternative subject to confidentiality, privacy, and project commitments.

30. Availability, maintenance, and changes to the Platform

Pearson aims to operate the Platform reliably but does not promise uninterrupted, error-free, or always-available service, a particular response time, recovery objective, or service level unless a signed project document expressly provides one. Maintenance, updates, security response, provider outages, network failure, and events beyond reasonable control may interrupt access.

Pearson may make reasonable changes to features, navigation, providers, or workflows. It will not use a feature change to silently alter an accepted price, confirmed specification, activated legal version, or protected-file authorization. Users should keep necessary copies of records they are authorized to retain and should not use the Platform as their only engineering or regulatory record system.

31. Warranties and disclaimers

Pearson warrants only that confirmed manufacturing work will be performed with reasonable care and skill and will conform to the express, measurable requirements in the applicable project documents, subject to stated tolerances, assumptions, exclusions, approved deviations, buyer design, CSM condition, and permitted remedies.

Except for express warranties in the Agreement and warranties that cannot lawfully be excluded, the Platform, quotes, suggestions, supplier information, and services are provided as available and without implied representations or warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, regulatory acceptance, supplier award, economic result, or compatibility with an unstated use. Pearson does not warrant buyer-supplied designs, third-party materials, hidden CSM condition, or information supplied by another marketplace participant.

Nothing in these Terms excludes a condition or warranty under Ontario's Sale of Goods Act or other law to the extent it cannot validly be excluded in the circumstances. Any exclusion is intended for a negotiated-risk B2B setting and must be read with the express project commitments.

32. Limitation of liability — B2B risk allocation

This section allocates commercial risk between sophisticated business parties and is a material basis of pricing.

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profit, revenue, opportunity, anticipated savings, goodwill, production, use, or data, arising from the Agreement—even if advised that such loss was possible—except to the extent the loss forms part of a covered third-party claim under section 33.

Subject to the exceptions below, each party's aggregate liability arising from a specific quote, job, or project will not exceed the total fees paid or payable to Pearson for the affected job. For a claim arising only from public-site or Platform use and not tied to a confirmed job, each party's aggregate liability will not exceed CAD $1,000.

The exclusions and caps do not limit:

a buyer's obligation to pay valid amounts for work, material, tax, shipping, or authorized commitments;
fraud, fraudulent misrepresentation, or wilful misconduct;
death, bodily injury, or tangible property damage to the extent caused by a party's negligence;
unauthorized use or disclosure of the other party's confidential information or intellectual property;
obligations to indemnify a covered third-party claim under section 33; or
liability that cannot lawfully be excluded or limited.

Liability is reduced to the extent loss was caused or increased by the claimant's acts, omissions, design, inaccurate information, failure to mitigate, unauthorized rework, misuse, or failure to follow confirmed instructions.

33. Indemnities

Each party (the Indemnifying Party) will defend, indemnify, and hold harmless the other party and its directors, officers, and personnel from a third-party claim, damage, judgment, penalty, and reasonable external legal cost to the extent caused by:

the Indemnifying Party's negligence, wilful misconduct, or material violation of applicable law in performing the Agreement;
an allegation that designs, files, instructions, trademarks, software, or other material supplied by the Indemnifying Party for the project infringes or misappropriates the third party's rights; or
the Indemnifying Party's unauthorized disclosure or misuse of the third party's protected information.

The buyer will also indemnify Pearson for a third-party claim arising from Pearson's authorized manufacture to the buyer's design or instructions, except to the extent caused by Pearson's unauthorized departure from them. Pearson will not seek indemnity for its own negligence, breach, or wilful misconduct.

The protected party must give prompt notice, reasonable cooperation, and control of the defence to the Indemnifying Party, but delay relieves an obligation only to the extent it materially prejudices the defence. No settlement may admit fault by, impose non-monetary duties on, or fail to release the protected party without its consent, not to be unreasonably withheld. The protected party may participate at its own cost.

34. Force majeure

Neither party is liable for delay or failure, other than payment of an amount already due, to the extent caused by an event beyond its reasonable control that it could not reasonably avoid or overcome. Examples may include natural disaster, fire, flood, epidemic, war, terrorism, civil disorder, government action, embargo, sanctions change, labour disruption not limited to the affected party's workforce, utility or network failure, cyberattack despite reasonable safeguards, carrier disruption, or an unforeseen critical-material shortage.

The affected party must notify the other when reasonably practicable, mitigate the effect, protect property and confidential information, and resume performance when feasible. The parties will review schedule, alternate sourcing, CSM, work in progress, and unavoidable cost. If the event materially defeats the project purpose for an extended period, either party may request termination and a fair accounting of conforming work and non-recoverable commitments; there is no automatic windfall or cancellation charge.

35. Suspension and termination

Pearson may suspend or limit an account, file, request, or project for a material breach, security threat, suspected fraud, authority dispute, overdue undisputed amount, sanctions or compliance concern, controlled-information issue, unlawful content, or risk to another organization. Pearson will provide notice and an opportunity to cure where reasonably practicable, but may act immediately to contain urgent harm or comply with law.

Either party may terminate an ongoing Platform relationship by reasonable written notice, subject to confirmed jobs, payment, confidentiality, record retention, property return, and project wind-down. Pearson may terminate for an uncured material breach after reasonable notice, or immediately for fraud, wilful misuse, repeated security circumvention, or unlawful conduct.

Termination does not erase an acceptance receipt or obligations accrued before termination. Pearson may preserve records required for legal, financial, quality, safety, security, dispute, or backup purposes and will handle personal and confidential information under the applicable documents.

36. Governing law and Ontario forum

The Agreement is governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to a written agreement to another dispute process, the parties submit to the exclusive jurisdiction of the courts located in Ontario, Canada. Before filing a non-urgent claim, a party should give written notice and allow business representatives a reasonable opportunity to discuss resolution. Nothing prevents a party from seeking urgent injunctive relief, preserving a limitation period, enforcing confidentiality, or complying with a legal deadline.

37. Notices

Legal notices to Pearson must be sent to:

Pearson Manufacturing Ltd., 6198 Netherhart Rd. Unit 7, Mississauga, Ontario L5T 2G7, Canada. info@pearsonmfg.com. +1 (905) 564-2885.

Pearson may send notices to the organization administrator, account email, address in the organization record, or a designated in-Platform notice surface. A notice is effective when received, except that an email sent outside normal local business hours is deemed received on the next business day unless actual earlier receipt is shown. Routine project messages are not necessarily formal legal notices.

38. Assignment, subcontracting, and successors

An organization may not assign the Agreement or transfer an account without Pearson's prior written consent, not to be unreasonably withheld for a bona fide corporate reorganization that does not increase risk. Pearson may assign the Agreement to an affiliate or successor in connection with a merger, reorganization, financing, or sale of all or substantially all of the relevant business, provided the successor assumes Pearson's applicable obligations.

Pearson may use authorized subcontractors and manufacturing partners as described above but remains responsible for its own promises to the buyer. Assignment does not authorize a disclosure that would otherwise violate an NDA, privacy obligation, sanctions rule, or project restriction.

39. Severability, waiver, and relationship

If a provision is held unenforceable, it will be limited to the minimum extent necessary and the remaining provisions continue. A failure or delay to enforce a right is not a waiver. A waiver must be express and applies only to the stated instance.

The parties are independent contractors. The Agreement does not create employment, partnership, fiduciary, franchise, agency, exclusivity, minimum purchase, minimum supply, or joint-venture duties. A supplier cannot bind Pearson or a buyer unless expressly authorized in writing.

40. Entire agreement and amendments

The Agreement is the entire agreement about its subject and supersedes prior proposals, discussions, and representations on that subject, without overriding fraud or an express surviving NDA. Headings aid readability and do not change meaning. Including means including without limitation.

Pearson may propose a new Terms version, but a material amendment becomes binding only through affirmative acceptance of the newly identified title, version, effective date, and exact server-computed content hash by an authorized representative, or through a signed amendment. A draft, placeholder, future-effective, deprecated, blank, null-hash, hash-mismatched, or professional-review-required version cannot be accepted. Public viewing and silence do not amend the Agreement.

Operational notices that do not change legal rights—such as a maintenance window or navigation change—do not require a new Terms acceptance. A project change remains subject to section 16.

41. Electronic communications, counterparts, and language

The parties consent to use electronic records, notices, acceptances, and signatures where permitted by Ontario's Electronic Commerce Act, 2000 and other applicable law. An electronic acceptance has effect only through an authorized process tied to the exact document and organization; technology alone does not prove a person's authority or cure a deficient record.

An agreement may be signed in counterparts and delivered electronically, each of which is treated as an original and together form one instrument. The parties have expressly requested that the Agreement and related documents be drawn up in English. Les parties ont expressément demandé que la présente convention et les documents qui s'y rattachent soient rédigés en anglais.

42. Survival and contact

The following survive expiry or termination to the extent their nature requires: payment, title, intellectual property, confidentiality, privacy, acceptance receipts, warranty remedies, liability allocation, indemnities, records, dispute terms, and interpretation.

Questions about these Terms may be directed only to info@pearsonmfg.com or the postal address and telephone number in section 37.