These Terms of Use and Disclaimer of Liability (the “Terms”) govern your access to and use of the BDN Intelligence Terminal (the “Terminal” or “Software”), including all calculators, models, simulators, dashboards, algorithms, and data outputs contained therein, as published and maintained by Bay du Nord Supplier Directory (“BDN Supplier Directory,” “we,” “our,” or “us”), a private enterprise registered in the Province of Newfoundland and Labrador, Canada.

By accessing, browsing, or using the Terminal in any manner, you (the “User,” “you,” or “your”) acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease all use of the Terminal.

These Terms apply to all users, including but not limited to: local SME suppliers, Tier-1 EPC contractors, subcontractors, procurement officers, project managers, C-NLOPB compliance personnel, financial analysts, and any other individual or entity accessing the Terminal for any purpose.

1. Informational Purposes Only — Not Professional Advice

1.1 General Disclaimer

The Terminal is a suite of estimation, simulation, and educational tools designed to provide general illustrative outputs related to offshore procurement, logistics, financial modeling, workforce planning, and environmental compliance in the context of the Bay du Nord deepwater development project. The Terminal does not constitute, and shall not be construed as, professional financial, legal, engineering, tax, accounting, regulatory, or procurement advice of any kind.

1.2 Default Variables and Assumptions

The calculators within the Terminal utilize pre-populated default variables, assumptions, and reference data points, including but not limited to:

1. Vessel day-rates and charter cost estimates;
2. Marine fuel (MGO/HFO) pricing per cubic metre;
3. Helicopter transit costs and crew-change logistics;
4. Canada Revenue Agency (CRA) federal and provincial income tax brackets;
5. Canada Pension Plan (CPP/CPP2) and Employment Insurance (EI) contribution rates;
6. C-NLOPB local content compliance thresholds and benefit plan metrics;
7. Nautical distance tables, port staging costs, and dockage fees;
8. Metocean data, sea-state parameters, and weather-window probability distributions;
9. IMO GHG 2020 emission factors, Scope 3 ESG reference values, and carbon credit pricing;
10. FPSO configuration timelines, fabrication lead times, and commissioning schedules.

These default values are illustrative approximations based on publicly available industry benchmarks and historical data. They are not sourced from, endorsed by, verified by, or affiliated with Equinor ASA, any Tier-1 EPC contractor, the Canada-Newfoundland and Labrador Offshore Petroleum Board (C-NLOPB), the Canada Revenue Agency, or any other governmental or regulatory authority.

1.3 No Reliance

No output generated by the Terminal — including numerical results, charts, risk scores, compliance assessments, cost projections, scheduling timelines, or any other calculated value — should be relied upon as a basis for any business decision, bid submission, contractual commitment, regulatory filing, or financial transaction. All outputs are hypothetical estimations only.

2. Assumption of Risk and User Verification

2.1 User Responsibility

You expressly acknowledge and agree that you bear sole and complete responsibility for independently verifying the accuracy, currency, completeness, and applicability of all data, calculations, assumptions, and outputs produced by the Terminal before relying upon them in any manner, including but not limited to:

1. Submitting Requests for Quotation (RFQs), Requests for Proposal (RFPs), or any competitive bid to an operator or Tier-1 EPC contractor;
2. Entering into, amending, or performing any contract, subcontract, purchase order, or supply agreement;
3. Making capital expenditure decisions, workforce hiring decisions, or equipment acquisition commitments;
4. Filing local content compliance documentation with the C-NLOPB or any regulatory authority;
5. Calculating, withholding, or remitting payroll taxes, statutory deductions, or employer contributions to the CRA;
6. Preparing environmental assessments, ESG disclosures, or carbon offset reporting.

2.2 Professional Consultation Required

We strongly recommend that all Users consult with appropriately qualified and licensed professionals — including chartered professional accountants (CPA), barristers and solicitors licensed in the Province of Newfoundland and Labrador, professional engineers (P.Eng.), certified supply chain professionals, and regulatory compliance specialists — before acting on any information derived from the Terminal.

2.3 Assumption of Risk

BY USING THE TERMINAL, YOU EXPRESSLY ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF AND RELIANCE UPON THE TERMINAL AND ITS OUTPUTS. You agree that BDN Supplier Directory has no duty, obligation, or responsibility to verify the accuracy of any inputs you provide, the suitability of any default assumptions for your specific circumstances, or the correctness of any outputs generated.

3. Complete Limitation of Liability

3.1 Aggregate Liability Cap

Without prejudice to the foregoing, in the event that any limitation or exclusion of liability set forth herein is found by a court of competent jurisdiction to be unenforceable, the aggregate liability of the BDN Parties to you for all claims arising out of or related to the Terminal shall not exceed ONE CANADIAN DOLLAR (CAD $1.00).

3.2 Essential Basis of the Bargain

You acknowledge and agree that the limitations and exclusions of liability set forth in this Section 3 are an essential element of the agreement between you and BDN Supplier Directory, and that the Terminal would not be provided to you without such limitations. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

4. No Warranties — “As-Is” and “As-Available” Basis

THE TERMINAL, INCLUDING ALL CALCULATORS, MODELS, ALGORITHMS, OUTPUTS, DATA, DEFAULT VARIABLES, USER INTERFACES, AND ASSOCIATED CONTENT, IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY.

BDN Supplier Directory hereby expressly disclaims, to the maximum extent permitted by the laws of the Province of Newfoundland and Labrador, the federal laws of Canada, and any applicable international law, all warranties and conditions, including but not limited to:

1. Implied warranties of merchantability and fitness for a particular purpose;
2. Warranties of accuracy, reliability, completeness, timeliness, or currency of any data, calculation, or output;
3. Warranties of uninterrupted, error-free, or secure operation;
4. Warranties that the Terminal will meet your specific requirements or expectations;
5. Warranties that defects, bugs, or errors will be corrected;
6. Warranties of non-infringement of third-party intellectual property rights;
7. Warranties arising out of course of dealing, course of performance, or usage of trade.

BDN Supplier Directory makes no representation or warranty that the default variables, market data, regulatory thresholds, tax rates, or any other reference data within the Terminal reflect current, accurate, or official values as published by any government, regulatory authority, operator, or industry source.

5. Intellectual Property Protection

5.1 Proprietary Ownership

All intellectual property in and to the Terminal — including but not limited to the source code, object code, algorithms, calculation logic, financial models, user interface (UI) designs, user experience (UX) workflows, visual design elements, data structures, database schemas, API endpoints, documentation, and trade secrets embodied therein — is and shall remain the sole and exclusive property of BDN Supplier Directory (or its licensors, where applicable), protected under the Copyright Act (R.S.C., 1985, c. C-42), the Trade-marks Act (R.S.C., 1985, c. T-13), and applicable international intellectual property treaties, including the Berne Convention and the WIPO Copyright Treaty.

5.2 Prohibited Activities

Without the prior written consent of BDN Supplier Directory, you shall not, and shall not permit any third party to:

1. Copy, reproduce, duplicate, republish, or redistribute any portion of the Terminal’s code, algorithms, or outputs;
2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, calculation logic, or data structures of the Terminal;
3. Use automated scripts, bots, spiders, scrapers, crawlers, or any other automated means to access, extract, harvest, or collect data or content from the Terminal;
4. Create derivative works, competing products, or substantially similar tools based on or incorporating the Terminal’s proprietary logic;
5. Remove, alter, or obscure any copyright notices, proprietary legends, trademark symbols, or other intellectual property markings displayed within the Terminal;
6. Sublicense, sell, lease, rent, distribute, or commercially exploit the Terminal or any portion thereof;
7. Circumvent, disable, or interfere with any security features, integrity verification systems, obfuscation mechanisms, or access controls within the Terminal.

5.3 Enforcement

BDN Supplier Directory reserves the right to pursue all available legal and equitable remedies for any violation of this Section 5, including injunctive relief, damages (including statutory damages under the Copyright Act), and recovery of legal costs and attorney’s fees.

6. Indemnification

You agree to defend, indemnify, and hold harmless the BDN Parties from and against any and all claims, demands, actions, liabilities, losses, damages, costs, and expenses (including reasonable legal fees and disbursements) arising out of or related to:

1. Your use of or reliance on the Terminal and its outputs;
2. Your breach of these Terms;
3. Your violation of any applicable law, regulation, or third-party rights;
4. Any bid, proposal, contract, or regulatory filing you submit based in whole or in part on Terminal outputs.

7. Third-Party Data and External Services

The Terminal may incorporate, display, or link to data, content, widgets, or services provided by third parties, including but not limited to: TradingView market data, Windy.com metocean visualizations, VesselFinder AIS tracking, ADS-B Exchange aviation data, and various publicly available governmental datasets. BDN Supplier Directory does not own, control, endorse, or guarantee the accuracy or availability of any third-party content. Your use of third-party data is subject to the respective terms and conditions of those third-party providers.

8. Modification of Terms

BDN Supplier Directory reserves the right to modify, amend, or replace these Terms at any time, in its sole discretion, without prior notice. The most current version of these Terms will be posted on the Terminal. Your continued use of the Terminal following any such modification constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

9. Governing Law and Jurisdiction

9.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein, without regard to conflict of law principles.

9.2 Exclusive Jurisdiction

You irrevocably submit to the exclusive jurisdiction of the Supreme Court of Newfoundland and Labrador (Trial Division) and the Federal Court of Canada sitting in St. John’s, Newfoundland and Labrador, for the resolution of any dispute arising out of or related to these Terms or the Terminal, and you waive any objection to such venue on grounds of inconvenient forum or otherwise.

9.3 Waiver of Jury Trial

To the extent permitted by applicable law, you and BDN Supplier Directory each hereby waive any right to a trial by jury in any action, proceeding, or counterclaim arising out of or related to these Terms.

10. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

11. Entire Agreement

These Terms constitute the entire agreement between you and BDN Supplier Directory with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, and agreements, whether oral or written, with respect to the Terminal.

12. Contact Information

For questions, concerns, or notices relating to these Terms, please contact: