Canada
GENERAL TERMS AND CONDITIONS

Captivea Canada - Version 5 - Last updated  April 13, 2026

Captivea Canada's general terms and conditions of services (“Terms”)

CAPTIVEA provides consulting services, software integration, training, and custom software development for professionals in the field of management software and corporate information systems. The purpose of these General Conditions is to define the terms and conditions for the provision and delivery of services, licensing of software, add-on modules, and the Software Solution made available to the Client.

ARTICLE 1 – APPLICATION - ENFORCEABILITY

These general terms (hereinafter the "Conditions") aim to define the conditions for the provision and performance of services by Captivea Inc., a company incorporated under the Business Corporations Act, with its registered office located at 2B-1455 Drummond Street, Montreal, QC H3G 1W3 (hereinafter "CAPTIVEA").

In accordance with the above, any contrary condition set forth by the Client will therefore be unenforceable against CAPTIVEA, regardless of when it may have been brought to its attention. The fact that CAPTIVEA does not assert any of these Conditions at a given time cannot be interpreted as a waiver of its right to subsequently rely on any of these Conditions.

ARTICLE 2 – DEFINITIONS

In these Conditions, each of the expressions mentioned below shall have the meaning given in its definition, namely:

Client: the legal entity that has entered into a contract with CAPTIVEA.

Contract: the contract consists of the Quote approved by the Client and these General Conditions. In case of contradiction, the provisions of the Quote shall prevail over the General Conditions. 

Quote: the contract consists of the Quote approved by the Client and these General Conditions. In case of contradiction, the provisions of the Quote shall prevail over the General Conditions. 

Specific Developments: software developments developed by CAPTIVEA in addition to the Software and Complementary Modules to specifically meet the Client's needs. 

Data: data of any kind, including Users' personal data, collected and processed by the Software, as well as data generated by the Software. 

Study: computer consulting services, such as audit, needs analysis, or assistance in drafting specifications. 

Publisher: a company that publishes and markets the Software(s), and of which CAPTIVEA is a reseller. 

Installation: provision of the Software to the Client, by creating one or more user accesses. 

Software(s): any software published by a third-party company and distributed and/or integrated by CAPTIVEA at the Client's premises, in object code form together with the related documentation. 

Putting into Production: the actual use of the Software by the Client in its operational environment, either directly or through the entry of real data, for the purposes of carrying out effective work. 

Complementary Modules: computer programs developed or distributed by CAPTIVEA, designed to be provided to multiple users for a common application or function, to complement the basic functionalities of the Software as detailed in the Quote. 

Acceptance: Client's validation of the Software Installation, either expressly or tacitly by Putting into Production of the Software. 

Software Solution: software set integrating a Software, Complementary Modules, and Specific Developments. 

Information System: all hardware, software, applications, databases, and telecommunication networks of the Client. 

Services: all services offered by CAPTIVEA, namely Study, Scoping, Audit, Training, Software Integration, Data Migration, Support, Maintenance, Specific Developments, and any other services related to the Client's Information System. 

User: a natural person, under the authority of the Client, authorized to use the Software. 

ARTICLE 3 – FORMATION OF THE CONTRACT

Every Service is subject to a prior Quote or commercial proposal. Only the prices and information set out in this Quote or commercial proposal have contractual force, to the exclusion of the prices and information appearing in CAPTIVEA's catalogues, brochures, and website, which are provided for informational purposes only. 

The Contract is deemed to be formed as soon as CAPTIVEA becomes aware that the Client has accepted the Quote or commercial proposal, either by mail sent to CAPTIVEA's registered office or by email. In the case of acceptance by email, the Contract will only be formed as of the date on which CAPTIVEA sends the acknowledgment of receipt of, or confirms reading of, the Client's email. 

Acceptance of the Quote or commercial proposal may also be formalized through a certified electronic signature procedure (such as Docusign or another certified electronic signature provider) in accordance with articles 2837 et seq. of the Civil Code of Québec. 

Unless otherwise stipulated in the Quote or commercial proposal, the Contract comes into force on the day of its formation. 

Once the Contract has been formed, it may not be cancelled. However, in the event the Client unilaterally cancels the Contract, for any reason whatsoever, all amounts owing under the Contract will become immediately due and payable, and the Client must pay them within a maximum of thirty (30) days upon presentation of an invoice. 

ARTICLE 4 - DURATION

For Software licences, the Contract takes the form of a subscription, entered into for an initial term of one (1) year from the Software Installation, unless a longer commitment is specified in the Quote. 

This Contract is renewable tacitly upon expiry for periods of one (1) year, unless one of the parties informs the other of its intention to terminate it by registered mail with acknowledgement of receipt, subject to a minimum notice period of three (3) months before the initial or renewal expiry. Any change made during this final quarter will incur a flat-rate management fee. 

The Contract ends when all Services have been performed by CAPTIVEA and paid for by the Client. 

In any case, the Contract ends on the date of its termination or non-renewal, regardless of the reason. 

ARTICLE 5 – ACCEPTANCE AND MODIFICATION OF GENERAL CONDITIONS 

In the absence of a special and written stipulation on the Quote or commercial proposal, deviating in whole or in part from these general conditions, any acceptance by the Client of a Quote or commercial proposal from CAPTIVEA shall constitute full and unconditional acceptance by the Client of these General Conditions, to the exclusion of all other documents issued by the latter, provided that the Client has had the opportunity to acquaint himself with them. 

CAPTIVEA reserves the right to amend these General Conditions at any time. The amendments to the General Conditions will apply to ongoing contracts thirty (30) days after these amendments are sent to the Client by email. If the Client refuses these amendments, they may terminate the Contract by sending a registered letter with acknowledgement of receipt to CAPTIVEA during the notice period. In this case, the provisions of Article 19: Consequences of Contract Termination shall apply. 

ARTICLE 6 – PERFORMANCE OF SERVICES 

CAPTIVEA's responsibility remains subject to the provisions of Article 9.

Article 6.1 – Definition of the contractual scope 

CAPTIVEA does not commit to a predefined contractual scope, but only to a volume of time, with the aim of covering the Client's needs as effectively as possible. CAPTIVEA may provide the Client with an overall project estimate so that the Client has information allowing for the broadest possible view of their project; however, this is not a fixed commitment. 

Article 6.2 – Analysis Phase 

CAPTIVEA may propose, prior to the performance of the Services, to carry out an analysis phase to define the functional or technical scope to be covered, the Client's Specifications, and ensure the adequacy between the Client's needs and the software solution or Service selected. This analysis phase will be integrated into the first Quote or commercial proposal with a commitment of means. 

Where applicable, the Client agrees that this phase may lead CAPTIVEA to reassess the overall estimate and the amount of time required to perform the Service. 

ARTICLE 7 – CLIENT'S UNDERTAKINGS 

The Client undertakes to actively collaborate in the successful completion of the Services by timely providing CAPTIVEA with accurate and sincere information, as well as all necessary data and documents for the progress of the project and the observance of the deadlines specified in the Contract. The Client shall notify any elements that may compromise the proper execution of the services and undertakes to inform CAPTIVEA of any changes concerning the provided data. The Client shall be solely responsible for any malfunctions. 

If the services chosen by the Client are to be performed from the Client's premises and/or using the Client's equipment, the Client undertakes to ensure CAPTIVEA has free access to its premises and/or equipment and to provide CAPTIVEA with the strictly necessary working resources for the proper performance of the services. 

The Client undertakes to meet all technical prerequisites necessary for the installation and operation of the Software and Software Solution. The technical prerequisites communicated by CAPTIVEA are provided for information purposes only and are subject to change by the software publishers and the Client’s Information System providers. 

The Client will designate an individual able to respond to functional and/or technical questions from CAPTIVEA, who will be CAPTIVEA’s primary contact person for monitoring the project’s progress and its use after delivery of the Software Solution. To be able to provide informed answers to questions from our teams, the designated individual must also have been trained in the basic operation of the Software Solution. 

In case of absence, the Client shall promptly designate a replacement contact person to ensure the project's progress is not hindered and shall request CAPTIVEA to provide additional basic training for the new contact person.

Unless the Client decides otherwise, this designated individual will also be the sole point of contact for CAPTIVEA for Support.

ARTICLE 8 – CAPTIVEA'S UNDERTAKINGS

CAPTIVEA undertakes to devote the time and necessary human, material, and technical resources to the performance of the Services ordered by the Client and to execute them professionally and in accordance with industry standards, subject to the Client's proper fulfillment of its own obligations.

In the absence of specific provisions, the Documentation for the Software or Software Solution and Complementary Modules is that available on the Publisher’s website, in English, or in French where available. CAPTIVEA also undertakes to keep the Client regularly informed of the progress of the Services and any difficulties it becomes aware of and their consequences, particularly with respect to time and/or cost implications.

ARTICLE 9 – LIABILITY - WARRANTIES

It is expressly agreed between the parties that CAPTIVEA is only bound by an obligation of means. Consequently, CAPTIVEA's liability can only be incurred in the event of proven fault on its part by the Client.

For greater certainty, CAPTIVEA cannot be held liable for any indirect damages that the Client may suffer, such as loss of business, loss of profit, damage to brand image, data loss, or any other loss resulting from the performance of the Services, or the use of the Software, inability to use the Software, or the use of results obtained through use of the Software. Any claim brought against the Client by a third party constitutes an indirect damage. 

Notwithstanding the foregoing, the parties expressly agree that CAPTIVEA’s liability, in the event of fault proven by the Client, is expressly limited to the amounts paid by the Client under the Contract in the twelve (12) months preceding the occurrence of the damage, even in the event of termination or cancellation of the Contract. 

CAPTIVEA undertakes to maintain these warranties throughout the duration of this contract and to provide evidence thereof upon the Client's request.

ARTICLE 10 – DEADLINES

The delivery timelines and dates indicated in the Quote or commercial proposal are provided for information purposes only, unless otherwise specified. Therefore, delivery delays attributable to CAPTIVEA shall not give rise to any penalty or compensation, nor justify any price adjustment, or the cancellation or refusal of the order by the Client. 

If the delay is attributable to the Client (change requests, pending items, etc.) or to a CAPTIVEA supplier, the delivery date will be postponed accordingly, based on CAPTIVEA’s availability, without CAPTIVEA being held liable for such delay. 

If the delay exceeds thirty (30) days after unsuccessful follow-up, CAPTIVEA reserves the right to terminate the contract, with the client remaining liable for all invoices and orders placed before termination.

ARTICLE 11 – FINANCIAL CONDITIONS 

Article 11.1 – Rates 

The rates for the Services are expressed in Canadian dollars, net of and excluding all taxes and duties.

However, if the price of Software Licences is based on a supplier price outside Canada, the price may be expressed in foreign currencies, in which case it will be converted into Canadian dollars based on the applicable exchange rate on the date the Licence is invoiced (or renewed). 

Annual fees for licence management, specified in the Quote or commercial proposal, may be charged to the Client. 

Article 11.2 – Rate Revision 

CAPTIVEA reserves the right to modify its prices at any time to reflect pricing changes from its own suppliers (Publisher), or to reflect changes in its internal costs.

The Client will have the option to refuse this change and terminate the Contract without penalty by sending a registered letter with confirmation of receipt to CAPTIVEA within thirty (30) days from the date on which CAPTIVEA sends these new rates.

In the absence of termination within the aforementioned period, the rate changes will automatically apply to the ongoing Contract. 

If the Contract is terminated, the provisions of Article 18 will apply.

Article 11.3 – Invoice Delivery

Invoices are sent in electronic format; however, the Client may request delivery in paper format. This request may be subject to administrative fees.

Article 11.4 – Payment

Unless otherwise agreed between the parties, the Client undertakes to settle the total amount of the services outlined in the quote or commercial proposal upon order validation.

Services provided on a subscription basis are invoiced annually, at the beginning of the period. Unless otherwise agreed between the parties, invoices are payable upon receipt. 

Payment is made by bank transfer or by cheque payable to CAPTIVEA, it being understood that all bank fees (including rejection fees) charged by a financial intermediary or paid by CAPTIVEA will be invoiced to the Client.

In the event of total or partial late payment, for any reason whatsoever, a late payment penalty of 12% per year will be applied from the due date, without the need for a reminder. 

Article 11.5 – Execution and Payment of Services

The Client will receive support by purchasing a "time booklet," allowing them to acquire a reserve of available time from CAPTIVEA for the performance of the various services detailed in the quote or Commercial Proposal. 

Time booklets are invoiced and payable in full in advance upon receipt of the order, unless otherwise agreed. The validity period of time booklets is two (2) years from the date of the order.

The applicable hourly rate is the one in effect at the time of the order, or upon renewal of the time booklet. 

All services performed in "time booklet" mode, excluding functional support, are subject to an estimate of the time to be used, in accordance with the procedure indicated in the quote or Commercial Proposal. 

All requests that, in CAPTIVEA’s estimation, require a maximum of four (4) hours of work are carried out without prior approval from the Client. The time required for requests is estimated for information purposes only and must be approved in advance by the Client, with the understanding that the actual time spent will be deducted from the time booklet once the work is completed, and that for any request not previously approved, the qualification time is deducted in real time.

The time spent on fulfilling a request is billed in fifteen (15)-minute increments.

Services that can be provided in “time booklet” mode are billable services. They do not include any travel expenses.

To ensure CAPTIVEA’s support is provided under the best possible conditions, the Client agrees that at least one quarterly meeting of thirty (30) minutes will be held between their CAPTIVEA contact person and themselves.

In the event of termination of the Contract, regardless of the reason, any remaining time balance purchased under the time booklet framework is non-refundable.

Article 11.6 - Security deposit clause for monthly invoiced services on a deferred payment basis: 

1. Security deposit for monthly invoiced services: For services invoiced on a monthly basis, a security deposit will be required from the Client. The security deposit must be equal to at least 100% of the estimated total amount for the month. Payment of the security deposit will be made using any method of payment accepted by the company.
2. Adjustment of the security deposit:  If the invoiced amount during the month exceeds the initial security deposit, the security deposit will be adjusted.  This adjustment is intended to ensure that the security deposit is equal to at least 100% of the total monthly invoice amount.
3. Billing of the security deposit and regular monthly billing: At the beginning of the service period, the security deposit will be invoiced to the Client. Subsequently, the monthly billing system will come into effect. 
4. At the end of the contract:  Upon termination of the contract, the refund of the security deposit will be made by allocating service hours equivalent to the initial amount of the guarantee.  The request for the refund of the deposited guarantee must be initiated within 12 months following the termination to be considered valid. Beyond this period, the request will be deemed void and cannot be accepted.

Article 11.7 - Billing for Maintenance Service

After the delivery of the services, if corrections are deemed necessary, CAPTIVEA will issue an invoice for the additional time required. The Client will be informed in advance of the necessary extra hours.

Article 11.8 - Flat Rate Warranty

CAPTIVEA offers a flat-rate warranty option covering post-delivery corrections. To benefit from this service, the Client may subscribe to it for an additional 25% of the initial service amount. This warranty option must be expressly subscribed to by the Client and is not included by default. In the absence of subscription to this option, any post-delivery correction will be billed based on the time spent.

Article 11.9 - Annual price revision for pay as you go

For pay-as-you-go with monthly billing for the time spent on the project, service rates are reviewed annually on the contract anniversary date. 
This price revision will apply a maximum increase of 5% on the initial contract price.

ARTICLE 12 – CONFIDENTIALITY

The Parties agree not to disclose the confidential information of the other Party that they may become aware of in the course of performing CAPTIVEA's services and/or for the application of these terms. The Parties therefore undertake to strictly respect this confidentiality and not to disclose to anyone any non-public information they may become aware of, both during the term of the contract and after its expiry. In particular, the Client undertakes not to communicate to any third party, in whole or in part, the information collected about CAPTIVEA's software solutions, and CAPTIVEA undertakes not to disclose the Client's confidential information and not to use it for any purpose other than what is strictly necessary for the provision of services to the Client. The terms and conditions of the relationship between CAPTIVEA and the Client are themselves confidential, in particular. 

Information that is publicly available at the time of disclosure, or that subsequently becomes publicly available without either Party breaching its confidentiality obligations, or that is legitimately obtained from a third party without that third party violating a confidentiality agreement relating to such information, is not considered confidential.

ARTICLE 13 – PERSONAL DATA

The Parties must comply with industry standards that are considered satisfactory regarding their organization and security in relation to information security and data, including any mandatory legal requirements.

To the extent that personal data is processed and managed for the Client by CAPTIVEA, the following rules apply, and CAPTIVEA must inform the Client accordingly: the user is the controller of their personal data processed and used by CAPTIVEA in the execution of the Contract.

If applicable privacy or data protection laws require the execution of a data processing agreement or any other agreement between data controllers and the Client, then CAPTIVEA and the Client must enter into such a data processing agreement and/or other required agreements directly with each other.

For any questions regarding the processing of your personal data or to share any concerns in this regard, please contact us at the following email address: [email protected]

ARTICLE 14 – NON-SOLICITATION 

Throughout the entire term of the Contract and for a period of one (1) year following its termination, regardless of the reason, the Client agrees not to solicit, hire, or engage, directly or indirectly, any employee or former employee of CAPTIVEA, whether or not that person was involved in performing the Contract.

If this clause is breached, the Client shall pay CAPTIVEA compensation equal to one year of the gross salary, including benefits and employer charges, of the employee concerned.

ARTICLE 15 – COMMERCIAL REFERENCES 

By accepting these General Terms and Conditions and for the duration of the Contract, the Client expressly authorizes CAPTIVEA to identify the Client as a reference customer and to reproduce, on its website and in its marketing materials, the logo or trademark sample provided by the Client in order to ensure faithful reproduction in accordance with the Client’s visual identity guidelines. Likewise, the Client may state that it is a customer of CAPTIVEA.

ARTICLE 16 – SUBCONTRACTING 

CAPTIVEA may assign or subcontract all or part of its obligations to an affiliate within its corporate group or to a third-party subcontractor. CAPTIVEA shall remain fully responsible towards the Client for the proper performance of the subcontracted Services.

CAPTIVEA shall inform the Client, in advance or as soon as reasonably practicable, by any means providing written evidence, of the use of any subcontractor. The Client may object in writing within fifteen (15) days following such notice, providing reasonable grounds for the objection (e.g., serious security concerns, data processing location, applicable regulatory requirements).

The Parties shall discuss in good faith to find a practical solution (e.g., replacement, additional safeguards). If no agreement is reached within thirty (30) days after the objection, CAPTIVEA may, upon notice to the Client, either replace the subcontractor or temporarily suspend the affected portion of the Services until appropriate safeguards are implemented.

If the Client terminates the Agreement solely for this reason, the Client shall remain liable to pay (i) all amounts owing for Services performed, and (ii) reasonable and properly documented costs incurred by CAPTIVEA as a result of the use of the concerned subcontractor.

ARTICLE 17 – Use of artificial intelligence

The Client acknowledges and agrees that, for the purposes of performing the Services, CAPTIVEA may use, directly or through its subcontractors and technical suppliers, any appropriate technical means, tools, software, or services, including those incorporating automation or artificial intelligence functionalities, particularly for the purposes of analysis, scoping, requirements definition, preparation, production, optimization, correction, and/or finalization of deliverables.

Such use shall occur exclusively to the extent necessary for the proper performance of the Services, based on the needs of the project, and in accordance with applicable law. 

Within this framework, the Client authorizes the use of information, documents, content, and data strictly necessary for the performance of the Services. CAPTIVEA undertakes, where technically possible and relevant, to implement “no-training”, “no use for training”, or equivalent settings, so that the Client’s data, content, and information are not used for the training, retraining, general improvement, or creation of datasets intended for the providers of the tools concerned, except with the Client’s express prior consent.

CAPTIVEA undertakes to maintain the confidentiality of the Client’s information and to use it solely for the performance of the Services, except with the Client’s express prior consent.

To the extent that the performance of the Services involves the processing of personal data on behalf of the Client, CAPTIVEA undertakes, in accordance with applicable law, to:

• process such data only for the purposes necessary to perform the Services;
• implement appropriate and reasonable technical and organizational measures to ensure the security, confidentiality, integrity, and availability of such data;
• limit access to such data to duly authorized persons or systems only;
• regulate the use of any subcontractor or technical supplier involved in the processing of such data;
• ensure, where applicable, that any transfer of or access to data outside the applicable territory is subject to the required appropriate safeguards.

ARTICLE 18 - FORCE MAJEURE

CAPTIVEA shall not be held responsible for delays or failure to perform under this Contract caused by a force majeure event. 

Force majeure events are events beyond the control of CAPTIVEA, unforeseeable, and irresistible, resulting in the prevention of the Contract's performance. Such situations include, without limitation: 

• War
• Strikes
• Major climatic events
• Floods, fires
• Earthquakes
• Health crises with a local state of emergency declared by authorities

In any case, it is expressly provided that a force majeure event shall not automatically suspend the Contract. The Parties agree to: 

• Notify the other Party of the force majeure event, detailing how this event constitutes an unforeseeable and irresistible cause preventing the Contract's performance;
• Meet physically or virtually as soon as possible after the notification of the event to consider alternative solutions to the Contract's suspension;
• In case of proven impossibility to continue its performance, the Contract will be suspended for a period of thirty (30) days, after which the Parties agree to meet again either virtually or in person to determine either a new suspension period not to exceed ninety (30) days or to definitively terminate the Contract.

In any event, CAPTIVEA shall not be held liable for the non-performance of any of its obligations to the extent that it proves that such non-performance was due to a force majeure event as defined by Article 1470 of the Civil Code of Quebec and the courts. 

ARTICLE 19 – ASSIGNMENT

The benefits of the Contract may not be assigned or transferred by the Client to a third party without the prior written consent of CAPTIVEA. However, CAPTIVEA shall have the right to assign its rights and obligations under the Contract at any time, provided that it informs the Client accordingly.

In such case, CAPTIVEA shall be released from any obligations under the Contract, both for obligations already fulfilled and for obligations related to future performance of the Contract by the assignee.

ARTICLE 20 – EARLY TERMINATION

In the event of a breach by either party of its essential obligations (failure to pay or failure to collaborate for the Client), and if such breach is not remedied within a period of one (1) month after receipt of a notice by registered letter with acknowledgement of receipt notifying the existence of the breach, the other party may terminate the Contract automatically by registered letter with acknowledgement of receipt.

Furthermore, in the event of early termination due to the Client's breach, CAPTIVEA reserves the right to apply a penalty to the Client equal to 10% of the price excluding taxes of the remaining amounts due, without prejudice to any damages that CAPTIVEA may claim additionally as compensation for the damages suffered.

In the event of unilateral cancellation of the Contract by the Client, the amounts due under the Contract shall become immediately payable, and the Client shall settle them within a maximum period of thirty (30) days upon presentation of the invoice.

ARTICLE 21 - CONSEQUENCES OF CONTRACT TERMINATION

When the Client uses the software under a direct licence from the publisher, the termination of the Contract does not affect the Client’s usage rights as defined in the publisher‑Client agreement.

Specific developments made by CAPTIVEA under the Contract remain the intellectual property of CAPTIVEA. Subject to full payment for the corresponding services, CAPTIVEA grants the Client a non-exclusive, perpetual licence to use these developments for its internal purposes.

The Client must cease using CAPTIVEA’s developments only if the granted licence is expressly limited or revocable under the terms of the Contract. Otherwise, the termination of the Contract does not affect the granted right of use.

The Client shall pay, within fifteen (15) days following the termination of the Contract, all amounts remaining due to CAPTIVEA.

Fees earned for the current contractual period are non-refundable, as is any remaining time balance within time sheets, unless expressly provided otherwise.

Upon termination of the Contract, CAPTIVEA undertakes to return to the Client, or, at the Client’s written instruction, to destroy all items or documents belonging to the Client that CAPTIVEA received during the performance of the Services. CAPTIVEA shall not retain any copies, except where required by law or for secure internal archival purposes, in which case the Client will be informed.

ARTICLE 22 - SEVERABILITY OF CONTRACTUAL PROVISIONS

In the event that any provision of these Conditions is held to be invalid or unenforceable, it shall be deemed null and void, but the other provisions shall remain in full force and effect unless the disputed clause is considered by CAPTIVEA as essential and determinative of its consent or its nullity upsets the general balance of the Contract between the Parties.

ARTICLE 23 - LANGUAGE

These Conditions are written in French. In the event of translation into one or more foreign languages, only the French text shall prevail in the event of a dispute.

ARTICLE 24 - APPLICABLE LAW - DISPUTE RESOLUTION

These Conditions shall be governed and interpreted in accordance with the laws applicable and in force in the province of Quebec, including the laws of Canada applicable therein. 

In the event of a dispute, the Parties agree to undertake prior mediation with a view to reaching an amicable agreement and will communicate to each other all necessary information for this purpose. 

If an amicable settlement of the dispute is not reached within a maximum period of three (3) months, the Parties agree that, for any claim or legal action for any reason whatsoever, they will choose the judicial district of Montreal, Quebec (Canada) as the appropriate venue for the hearing of such claims or legal proceedings, to the exclusion of any other judicial district that may have jurisdiction over such dispute, as prescribed by law. 

In the event of a judgment in favour of the plaintiff, the losing party agrees to reimburse the prevailing party for all reasonable legal fees incurred by the latter in the course of the legal proceedings, including, but not limited to, lawyers’ fees, court costs, procedural expenses, and any other expenses related to the prosecution or defence of the case.