C. STANDARDIZED RESEARCH TERMS
Canonical document identifier: CSM-STANDARD-RESEARCH-TERMS
Version: 1.1.0
Effective / approval date: September 22, 2026
Launch scope: Canada excluding Quebec — Soft Launch 0.1
Status: LOCKED / APPROVED FOR IMPLEMENTATION
3.1 Agreement
These Standardized Research Terms ("Terms") govern sourcing-research services provided by Canadian Source Match to the business or organization identified in the applicable Request ("Customer").
For each Request, the agreement consists of:
- these Terms;
- the applicable Request Scope;
- the authorized package;
- the package/price snapshot;
- the applicable Match Guarantee;
- any policy expressly incorporated when the Request is authorized.
Together these constitute the "Agreement."
3.2 Definitions
Customer means the business or organization identified in the Request.
Request means the specific sourcing-research engagement identified by its CSM Request ID.
Report means the client-facing sourcing-research report released by CSM for the Request.
Service Fees means fees paid to CSM for CSM's research Services for the affected Request, excluding applicable sales taxes and separately approved pass-through third-party costs.
Request Fee Cap means the Service Fees actually paid to CSM for the affected Request, measured before applying a Match Guarantee refund, downgrade refund or other monetary remedy arising from the same underlying service issue.
Services means the sourcing-research and decision-support work CSM agrees to perform for the Request.
Evidence State means VERIFIED, SUPPORTED, UNCONFIRMED or NOT ESTABLISHED.
3.3 Business Purpose and Authority
Customer represents that:
- the Services are being obtained for business or organizational purposes;
- they are not being obtained primarily for personal, family or household purposes;
- the individual authorizing the Request has authority to act for Customer;
- Customer has sufficient authority to provide materials submitted to CSM; and
- the Request has a lawful business purpose.
3.4 Nature of the Service
CSM provides sourcing research and decision support.
CSM performs the research and Human QA applicable to the authorized package against the requirements recorded for the Request.
CSM is not acting as Customer's:
- manufacturer;
- distributor;
- reseller;
- purchasing or procurement agent;
- customs broker;
- engineer or engineering consultant;
- certification body;
- regulatory authority;
- legal adviser;
- tax adviser.
3.5 No Agency, Partnership or Fiduciary Relationship
The standardized Services do not authorize CSM to bind Customer to a supplier or purchase.
CSM does not ordinarily:
- place purchase orders for Customer;
- receive Customer's procurement funds;
- negotiate contracts as Customer's purchasing agent;
- take title to sourced goods.
The standardized Agreement does not create a partnership, joint venture, agency or fiduciary relationship merely because CSM supplies sourcing research and decision support.
3.6 Free Match Check
A Free Match Check is a preliminary assessment of whether enough credible potential market support appears to exist to offer standardized paid research.
It is not a completed sourcing investigation or final recommendation.
CSM may decline to offer a paid standardized package when credible market support appears insufficient.
3.7 Packages
Essential
$149 CAD plus applicable taxes
Up to 2 Qualified Matches.
Standard
$349 CAD plus applicable taxes
Up to 4 Qualified Matches.
Expanded
$749 CAD plus applicable taxes
Up to 6 Qualified Matches plus Sourcing Landscape Analysis.
"Up to" means the maximum supportable shortlist depth for the package.
It does not guarantee that an arbitrary number of suppliers or products will satisfy Customer's requirements.
CSM will not knowingly pad a Report with candidates that fail CSM's qualification standard merely to reach a package maximum.
3.8 Authorization and Payment
Authorization permits CSM to conduct the applicable research.
Authorization is not payment.
CSM ordinarily:
- conducts research;
- completes applicable Human QA;
- makes the Report ready for payment;
- requests payment;
- releases secure Report access after authoritative payment confirmation.
Customer obtains no licence to use or rely upon an unreleased unpaid Report.
3.9 Customer Requirements
CSM researches against the requirements recorded in the applicable Request Scope.
Customer is responsible for providing materially accurate information concerning the requirements and constraints reasonably necessary for the research.
Customer must review and correct material Scope errors when reasonably requested.
CSM is not responsible for a mismatch to the extent it results from materially inaccurate or incomplete Customer information that CSM could not reasonably identify as incorrect.
A material change in requirements may require package reassessment, revised Scope or a new Request.
3.10 Qualified Match
A Qualified Match is:
A CSM research classification against the requirements recorded for the Request and evidence reviewed during the investigation.
A Qualified Match is not:
- a guarantee of supplier performance;
- a universal supplier endorsement;
- a guarantee that the supplier will transact with Customer;
- a warranty of inventory;
- a warranty of price, MOQ or lead time;
- engineering approval;
- safety certification;
- legal or regulatory approval;
- a customs ruling;
- a product warranty.
3.11 Evidence States
VERIFIED
Strong authoritative evidence at the stated Evidence Scope supports the Claim.
SUPPORTED
Credible evidence supports the Claim, but directness, scope or certainty does not reach VERIFIED.
UNCONFIRMED
A credible indication exists but evidence remains insufficient for stronger classification.
NOT ESTABLISHED
CSM did not establish the Claim from the evidence available within the applicable research scope.
NOT ESTABLISHED does not mean that CSM established the opposite proposition.
Evidence State must be considered together with Evidence Scope.
3.12 Evidence Scope
Evidence concerning:
- a manufacturer;
- facility;
- distributor;
- product family;
- product series;
does not automatically establish the same fact for an exact SKU.
Material findings apply only at the Evidence Scope identified in the Report.
3.13 Research Sources and Third-Party Information
CSM researches information from sources that may include:
- manufacturers;
- distributors;
- certification organizations;
- regulators;
- public records;
- commercial sources.
CSM evaluates evidence but does not control third-party sources.
Third-party information may be:
- inaccurate;
- incomplete;
- outdated;
- withdrawn;
- changed;
- differently scoped than it initially appears.
A third-party statement does not become an independent warranty by CSM merely because CSM identifies, quotes or reports it.
3.14 Research Coverage
CSM conducts research appropriate to the authorized package.
CSM does not represent that its research will discover:
- every manufacturer;
- every supplier;
- every product;
- every distributor;
- every private commercial opportunity;
- every possible sourcing route.
Sourcing Landscape Analysis describes the observed credible research universe.
It is not a global market census or market-share study.
3.15 Supplier Availability and Willingness
CSM does not guarantee that an identified supplier will:
- respond;
- provide a quotation;
- accept Customer;
- continue carrying a product;
- maintain inventory;
- maintain distributor authorization;
- continue supplying Customer's region;
- transact on favourable commercial terms.
Supplier outreach and quote solicitation are not automatically included in Essential, Standard or Expanded.
3.16 Dynamic Commercial Information
Commercial information can change.
Customer must confirm current information before purchasing where material, including:
- price;
- inventory;
- MOQ;
- lead time;
- freight;
- distributor status;
- payment terms;
- warranty;
- continued availability.
A Report is not a live quotation, live inventory feed or continuing market-monitoring service.
3.17 Evidence Date
Each Report will identify an applicable research/evidence date or period.
Evidence should be understood in that temporal context.
The passage of time may reduce the reliability of dynamic commercial information even where it was accurate when researched.
3.18 Supplier Confirmation
Where available research does not independently establish a material fact, CSM may state:
SUPPLIER CONFIRMATION REQUIRED
This means the available research did not independently establish the fact and Customer should obtain current supplier or manufacturer confirmation.
3.19 Professional Confirmation
Where a determination requires application-specific or regulated professional judgment outside CSM's role, CSM may state:
QUALIFIED-PROFESSIONAL CONFIRMATION REQUIRED
3.20 Manufacturing Origin
Manufacturing-origin evidence is not a binding customs-origin determination.
A Canadian seller, distributor, business address, corporation, sales office or facility does not by itself establish that an exact product was manufactured in Canada.
Origin findings apply only at the Evidence Scope shown.
Customer must obtain appropriate customs/professional confirmation where legal origin, marking, preferential tariff treatment or rules of origin materially affect its transaction.
3.21 Tariff and Customs Context
CSM may provide research regarding tariffs, trade measures or customs context.
Unless expressly provided by an appropriately qualified professional under a separately authorized engagement, CSM does not provide:
- binding tariff classification;
- customs rulings;
- binding rules-of-origin determinations;
- legal customs advice;
- tax advice.
3.22 Certification and Regulatory Evidence
CSM may research certification, listing or approval evidence.
CSM is not a certification body.
Evidence at manufacturer or product-family level does not automatically establish certification of an exact model.
Certification evidence does not by itself establish:
- application-specific code compliance;
- site-specific regulatory approval;
- technical suitability;
- acceptance by an authority having jurisdiction.
Customer remains responsible for obtaining required supplier, professional or regulatory confirmation.
3.23 Product Safety, Fitness and Performance
CSM does not manufacture or sell the sourced product.
CSM does not independently warrant a third-party product's:
- safety;
- durability;
- quality;
- engineering fitness;
- regulatory compliance;
- application suitability;
- operating performance.
Customer must perform the technical/professional due diligence appropriate to its intended application.
3.24 Customer Decision Responsibility
The Report is sourcing decision support.
Customer may reasonably use it for that purpose subject to:
- Evidence State;
- Evidence Scope;
- stated limitations;
- confirmation requirements;
- evidence date.
Customer remains responsible for:
- final supplier selection;
- final product selection;
- commercial negotiation;
- technical due diligence;
- procurement;
- purchase orders;
- supplier contracts;
- installation;
- implementation;
- product use.
CSM does not direct Customer to purchase a particular product.
3.25 Customer-Supplier Contracts
CSM is not a party to Customer's supplier/manufacturer agreements.
CSM does not guarantee performance of those agreements.
Except to the extent a separate CSM wrong is established and cannot lawfully be excluded or limited, CSM is not responsible for:
- supplier breach;
- shipment failure;
- delayed delivery;
- defective goods;
- supplier insolvency;
- supplier warranty disputes;
- supplier/customer litigation;
- later supplier representations.
3.26 AI-Assisted Research
AI-assisted research. Human-reviewed findings. Evidence you can evaluate.
CSM may use approved AI-assisted and automated tools to support:
- discovery;
- organization;
- comparison;
- workflow;
- quality control.
AI-generated output is not evidence merely because an AI system generated it.
Paid Reports receive applicable Human QA before release.
3.27 Match Guarantee
The applicable Match Guarantee forms part of the Agreement.
Its governing principle is:
We adjust the research rather than pad the report.
The Match Guarantee does not guarantee:
- a fixed supplier count;
- Canadian manufacturing;
- supplier response;
- inventory;
- price;
- certification;
- regulatory approval;
- cost savings;
- successful procurement.
3.28 Unexpected Complexity
If CSM determines that the Request cannot truthfully be completed within standardized scope, CSM may:
- request clarification;
- narrow the research where consistent with the Request;
- adjust to a lower supportable standardized package;
- propose separately scoped Strategic work;
- close the Request.
CSM will not impose an unapproved retroactive Strategic fee or surprise hourly overage.
3.29 Report Access and Customer Retention
After authoritative payment confirmation and initial release, CSM will provide secure customer-facing access to the released Report for at least 30 days following the date of initial release.
During that period, Customer may download and retain a copy of the released Report for the permitted uses described in this Agreement.
Customer is responsible for downloading and retaining its own copy.
After the 30-day minimum access period, CSM may continue customer-facing access as a convenience, but CSM does not undertake to maintain indefinite or permanent portal availability.
After that minimum period, CSM does not guarantee continued Report access, recovery or re-delivery.
Expiration or removal of customer-facing Report access does not mean that all underlying CSM records have been deleted.
CSM's internal retention, deletion and preservation of Reports, evidence, transaction records, audit records, personal information and other records are governed separately by the Privacy Policy, CSM's applicable retention requirements, Legal Hold requirements and applicable law.
4. CONFIDENTIALITY
Each party will use reasonable safeguards appropriate to the information to protect non-public confidential information received from the other in connection with the Services.
CSM may use or disclose Customer Confidential Information only as reasonably necessary to:
- provide/administer the Services;
- use approved service providers;
- maintain security;
- maintain auditability;
- obtain professional advice;
- comply with law;
- exercise or enforce contractual rights.
CSM will not knowingly use Customer Confidential Information to perform unrelated work for another customer.
Confidentiality obligations do not apply where information:
- became public without breach;
- was lawfully known without confidentiality restriction;
- was independently developed without use of the confidential information;
- was lawfully received from another source without restriction;
- must be disclosed under applicable law.
Where lawful and reasonably practicable, the receiving party will provide appropriate notice of legally compelled disclosure.
5. CUSTOMER MATERIALS
Customer retains ownership of Customer's original materials.
Customer grants CSM a limited, non-exclusive licence to host, reproduce, analyze, transform and otherwise process those materials only as reasonably necessary to:
- perform the Request;
- administer the service relationship;
- maintain security/auditability;
- satisfy lawful retention requirements;
- comply with law;
- enforce the Agreement.
Customer represents that it has sufficient rights and authority to provide those materials.
6. CSM INTELLECTUAL PROPERTY AND REPORT USE
CSM retains ownership of its:
- methodology;
- templates;
- report architecture;
- software;
- processes;
- internal research dossiers;
- scoring/comparison methods;
- know-how;
- reusable original material.
After full payment, Customer receives a non-exclusive licence to use the released Report internally for Customer's legitimate business purposes relating to the Request.
Customer may share the Report with employees, professional advisers, contractors and procurement stakeholders who reasonably require it for that purpose and who are subject to appropriate confidentiality obligations.
Customer may independently use factual supplier information obtained from the underlying original sources.
Customer may not, without CSM's written authorization:
- resell a CSM Report;
- commercially redistribute a CSM Report as an information product;
- publish the complete Report publicly;
- remove CSM attribution and represent the Report as Customer's independent certification;
- represent CSM as certifying a supplier/product where CSM has not done so.
7. SOURCE USE AND REPRODUCTION
Third-party material remains owned by its respective rights holders.
CSM may, where lawful, use limited quotations, excerpts, screenshots, factual extracts and source metadata as reasonably necessary for research, evidence assessment, QA and Report support.
CSM does not undertake to reproduce complete third-party websites, commercial databases, paid publications or documents where such reproduction is unnecessary or unauthorized.
CSM may preserve minimum-necessary evidence internally to reconstruct the basis for a released Report, subject to applicable copyright, contractual, confidentiality and retention requirements.
A source citation does not transfer ownership of the underlying source to Customer and does not imply source endorsement of CSM.
8. LIMITED SERVICE WARRANTY
CSM undertakes to perform the research Services described for the applicable Request using the applicable CSM research and QA process.
Except for:
- CSM's express obligations under the Agreement;
- the Match Guarantee;
- rights/warranties that applicable law does not permit CSM to exclude,
CSM does not warrant a particular procurement or commercial outcome.
CSM does not warrant:
- successful supplier selection;
- minimum savings;
- supplier performance;
- product performance;
- future availability;
- regulatory approval;
- uninterrupted supplier relationships.
Nothing in this Section disclaims the specific research work CSM expressly agrees to perform.
9. LIMITATION AND EXCLUSION OF LIABILITY
IMPORTANT: THIS SECTION LIMITS CSM'S MONETARY LIABILITY.
9.1 Request-Specific Aggregate Cap
To the maximum extent permitted by applicable law, CSM's total aggregate monetary liability arising out of or relating to a specific Request or the Services performed for that Request, from all claims, causes of action, events and legal theories combined, will not exceed the Request Fee Cap.
The Request Fee Cap is one aggregate cap, not a separate cap for each claim, event, cause of action or proceeding.
9.2 Legal Theories Covered
To the maximum extent permitted by applicable law, the Request Fee Cap applies collectively to monetary claims arising in:
- contract;
- tort;
- negligence;
- negligent misrepresentation;
- warranty;
- restitution;
- unjust enrichment;
- equitable monetary relief;
- statute, where the applicable statute permits contractual limitation;
and to claims arising from or relating to:
- research;
- Reports;
- shortlists;
- Qualified Match classifications;
- evidence assessments;
- supplier information;
- origin research;
- certification research;
- corrections;
- delivery;
- the affected Services.
9.3 Excluded Categories of Loss
To the maximum extent permitted by applicable law, CSM will not be liable for indirect, incidental, consequential, special, exemplary or punitive damages, or for loss of profits, revenue, anticipated savings, business opportunity, procurement opportunity, production, use, goodwill or data, business interruption or downtime, supplier/customer contractual losses, replacement or cover procurement costs, or downstream losses resulting from Customer's ultimate supplier or product selection.
This exclusion applies regardless of whether a claim is pleaded in contract, tort or another legally available theory, to the extent applicable law permits.
9.4 Protected Persons
To the extent permitted by applicable law, the liability limitations, exclusions and remedy controls in these Terms are intended to benefit:
- CSM;
- the proprietor operating CSM;
- CSM personnel;
- contractors;
- agents
acting within the scope of providing the affected Services.
9.5 Mandatory-Law Savings
Nothing in the Agreement excludes, limits or waives liability, rights or remedies to the extent applicable law prohibits their exclusion, limitation or waiver.
Without limiting that principle, the Agreement does not purport to eliminate:
- fraud where exclusion would be unlawful or contrary to overriding public policy;
- intentional criminal conduct;
- a mandatory statutory remedy;
- a regulatory obligation;
- liability that overriding applicable public policy prevents CSM from excluding;
- liability that applicable Quebec law prohibits from being excluded or limited.
Nothing in these Terms authorizes dishonest contractual performance.
9.6 Commercial Risk Allocation
Customer acknowledges that CSM's standardized pricing reflects the allocation of responsibility in this Agreement.
CSM charges a fixed research fee for sourcing research and decision support.
The standardized fee is not priced as insurance against the substantially larger downstream financial consequences that may arise from Customer's procurement, supplier, production or product-use decisions.
10. MATCH GUARANTEE AND NON-STACKING OF MONETARY REMEDIES
10.1 Single Aggregate Structure
To the maximum extent permitted by applicable law, monetary:
- Match Guarantee refunds;
- downgrade refunds;
- monetary credits actually applied;
- damages;
- other monetary remedies
provided by CSM for the same underlying failure of an affected Request count toward the same Request Fee Cap and do not automatically accumulate above that cap.
10.2 Example
If Customer paid $349 in Service Fees for an affected Standard Request:
A $200 Guarantee downgrade refund leaves no more than $149 of the contractual Request Fee Cap available for other monetary liability arising from the same underlying service failure.
A full $349 Guarantee refund exhausts the contractual Request Fee Cap for that underlying service failure.
Mandatory rights/remedies that applicable law does not permit the parties to limit remain unaffected.
10.3 Payment Corrections
Amounts returned solely because they were never validly owed are payment corrections rather than compensation for failure of the research Services.
Examples include:
- duplicate-charge reversal;
- processor duplicate;
- obvious billing overcharge;
- sales-tax reversal accompanying a refund.
11. PRE-PAYMENT REQUESTS
Where Customer has not paid Service Fees, there is no paid-fee amount to which the Request Fee Cap can attach.
CSM does not rely on that mathematical result as an absolute exclusion of every legally actionable pre-payment matter.
Before payment:
- the final Report remains unreleased;
- Customer has no licence to use an unreleased Report;
- CSM may correct, withdraw or close an unpaid Report;
- the defined scope and limitations of the Services remain applicable;
- consequential/downstream-loss exclusions apply to the extent enforceable;
- mandatory applicable law remains unaffected.
12. CUSTOMER INDEMNITY
To the maximum extent permitted by applicable law, Customer will indemnify CSM and the protected persons identified above against third-party claims, regulatory claims and reasonable external defence costs to the extent caused by:
- an unlawful Request knowingly or negligently submitted by Customer;
- Customer-provided material that infringes a third party's intellectual-property, privacy or confidentiality rights where Customer lacked authority to provide it;
- Customer's unauthorized commercial resale, publication or redistribution of a Report;
- Customer's sanctions, export-control or Controlled Goods violation resulting from Customer's own conduct or material information withheld from CSM;
- Customer's material breach of its representation that it has authority to act for the identified organization.
The indemnity does not apply to the extent a claim was caused by CSM's own breach, negligence or other conduct for which applicable law does not permit responsibility to be transferred.
CSM will provide reasonably prompt notice of a covered third-party claim.
Customer may not settle a covered claim in a manner that admits wrongdoing by CSM or imposes a non-monetary obligation on CSM without CSM's consent.
13. FORCE MAJEURE
Neither party is responsible for delay caused by events beyond its reasonable control, including significant:
- infrastructure failure;
- network failure;
- natural disaster;
- governmental action;
- labour disruption;
- provider outage;
- comparable uncontrollable event.
The affected party must use reasonable efforts to mitigate the delay.
This provision does not:
- excuse payment already properly due;
- authorize unlawful conduct;
- excuse deliberate nonperformance;
- override the Match Guarantee where CSM can no longer deliver the applicable product.
GOVERNING LAW AND DISPUTES
Governing Law
Subject to mandatory applicable law that cannot lawfully be displaced, each Agreement is governed by Ontario law and applicable federal laws of Canada.
Good-Faith Notice
Before commencing ordinary litigation, a party should provide written notice describing the dispute and allow a reasonable opportunity for good-faith resolution.
This does not prevent:
- urgent injunctive relief;
- preservation of a limitation period;
- exercise of a mandatory statutory right.
Forum
Subject to mandatory applicable law, the parties submit disputes arising from the Agreement to the courts of Ontario.
Arbitration
Standardized Soft Launch Terms do not require private arbitration.
ENTIRE AGREEMENT, SEVERABILITY AND SURVIVAL
Entire Agreement
The applicable Agreement constitutes the agreement between CSM and Customer concerning the affected Request and supersedes prior discussions concerning that Request.
No informal communication changes the package, Scope or contractual risk allocation unless validly incorporated into the Agreement.
This provision does not exclude a right or remedy that applicable law does not permit CSM to exclude.
Severability
If a provision is invalid or unenforceable, it will be severed or restricted to the extent legally possible without changing the fundamental nature of the Agreement.
The remaining Agreement continues where legally possible.
Waiver
Failure to enforce a right on one occasion does not waive that right.
Survival
Provisions intended by their nature to survive completion/termination survive, including as applicable:
- payment;
- confidentiality;
- intellectual property;
- Report licence restrictions;
- liability limitations;
- indemnity;
- dispute provisions;
- lawful audit/retention obligations.
ELECTRONIC ACCEPTANCE AND VERSIONING
CSM may form and evidence its contracts electronically.
For each material authorization CSM will retain, as applicable:
- Customer ID;
- authenticated user ID;
- organization;
- Request ID;
- Scope version;
- package;
- price snapshot;
- Terms version;
- Terms hash;
- Match Guarantee version;
- applicable policy versions;
- acceptance timestamp;
- acceptance action;
- business email associated with acceptance.
The Terms version accepted for the Request governs that Request unless CSM and Customer validly agree otherwise.
A later public Terms version does not silently rewrite an existing accepted Request.
LEGAL NOTICE PROVISION
Ordinary service notices may be delivered:
- through the authenticated CSM account; or
- to Customer's verified business email.
CSM will maintain a reasonably monitored method for legal notices and privacy communications.
Legal, privacy and customer-support functions may share an existing monitored public contact where legally appropriate.
Nothing in this legal stack requires CSM to create separate legal@, privacy@ or support@ mailboxes.
The existing mail architecture may therefore remain:
admin@canadiansourcematch.ca for infrastructure/provider administration;hello@canadiansourcematch.ca for public human/contact functions, subject to final functional assignment;notifications@canadiansourcematch.ca for transactional sending.
