Canada
GENERAL TERMS AND CONDITIONS

Captivea Canada - Version 5 - Last Updated  13/04/2026

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

Putting into Production: actual use of the Software by the Client in its work environment, either directly or via input of real data, for 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: the Client’s validation of the Software Installation, either expressly or implicitly, by putting the Software into production. 

Software Solution: a software package comprising the 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: an individual, acting under the authority of the Client, who is authorised 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 stated in this Quote or commercial proposal have contractual value, to the exclusion of prices and information listed 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 of the acceptance of the Quote or commercial proposal by the Client, either by post addressed to CAPTIVEA's registered office or by email. In the case of acceptance by email, the Contract will be formed only from the date on which CAPTIVEA sends an acknowledgement of receipt or reading of the Client's email. 

The acceptance of the quote or commercial proposal may also be formalised through a certified electronic signature procedure (such as Docusign or another certified electronic signature provider) in accordance with articles 2837 and following of the Civil Code of Québec. 

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

Once the Contract is formed, it cannot be cancelled. However, in the event of unilateral cancellation of the Contract by the Client, regardless of the cause, the amounts due under the Contract will become immediately payable, and the Client must settle them within a maximum period of thirty (30) days upon presentation of an invoice. 

ARTICLE 4 - DURATION

For Software licences, the Contract shall take 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 shall be renewed automatically upon expiry for successive periods of one (1) year, unless either party informs the other of its intention to terminate the Contract by registered post with acknowledgement due, subject to a minimum notice period of three (3) months prior to the initial or renewed expiry date. Any modification during this last quarter will attract a flat management fee. 

The Contract shall end when all Services have been rendered by CAPTIVEA and paid for by the Client. 

In all cases, the Contract shall end on the date of its termination or non-renewal, irrespective of the reason. 

ARTICLE 5 – ACCEPTANCE AND MODIFICATION OF GENERAL CONDITIONS 

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

CAPTIVEA reserves the right to modify these General Conditions at any time. Modifications to the General Conditions shall apply to ongoing contracts thirty (30) days after such modifications are sent to the Client by email. If the Client does not accept these modifications, the Client may terminate the Contract by sending a registered letter with acknowledgement due to CAPTIVEA during the notice period. In such 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 

Before providing the Services, CAPTIVEA may propose carrying out an analysis phase to define the functional or technical scope to be covered, to set out the Client’s Specifications, and to ensure that the Client’s requirements are aligned with the selected software solution or Service. This analysis phase will be included in the initial Quote or commercial proposal, with an obligation of means. 

Where applicable, the Client agrees that this phase may lead CAPTIVEA to revise the overall estimate and the time required for performance of 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's free access to its premises and/or equipment and to provide CAPTIVEA with the strictly necessary means of work for the proper execution of the services. 

The Client undertakes to meet all technical prerequisites required 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 by the providers of the Client’s Information System. 

The Client will nominate a person capable of responding to functional and/or technical queries from CAPTIVEA, who will be the primary point of contact for CAPTIVEA, responsible for monitoring the progress of the project and its use after delivery of the Software Solution. To be able to give informed responses to questions from our teams, the nominated person must also have received training 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 otherwise decided by the Client, this designated person will also be the sole point of contact for CAPTIVEA regarding Support.

ARTICLE 8 – CAPTIVEA'S UNDERTAKINGS

CAPTIVEA undertakes to devote the time and the necessary human, material, and technical resources to performing the Services ordered by the Client and to carry them out professionally and in accordance with industry standards, subject to the Client duly fulfilling its own obligations.

In the absence of specific stipulations, the Documentation of the Software or Software Solution and Complementary Modules shall be that available on the Publisher's website, in the English version, or in French where available. CAPTIVEA also undertakes to keep the Client regularly informed of the progress of the Services and any difficulties of which it becomes aware, along with their consequences, particularly in terms of time and/or cost implications.

ARTICLE 9 – LIABILITY - WARRANTIES

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

It is expressly agreed that CAPTIVEA cannot be held liable for any indirect damages that the Client may suffer, such as commercial loss, loss of profit, damage to brand image, loss of data, or any other similar loss resulting from the performance of the Services, or from the use of the Software, the inability to use the Software, or the use of the results obtained through the use of the Software. Any action brought against the Client by a third party shall be deemed to constitute indirect damage. 

Notwithstanding the foregoing, it is expressly agreed between the parties that CAPTIVEA's liability, in the event of proven fault established by the Client, is expressly limited to the amount of the sums paid by the Client under the Contract during 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 of the same 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 expressly agreed otherwise. Therefore, delays in delivery attributable to CAPTIVEA shall not give rise to any penalty or compensation, nor justify any revision of the price or the cancellation or refusal of the order by the Client.

In the event that the delay is attributable to the Client (modification requests, waiting for inputs, etc.), or to a supplier of CAPTIVEA, the delivery date will be postponed accordingly based on CAPTIVEA's availability, without CAPTIVEA being held responsible 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 prior to such termination.

ARTICLE 11 – FINANCIAL CONDITIONS 

Article 11.1 – Rates 

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

However, if the price of Software Licenses is based on a supplier price outside of Canada, its 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 day of invoicing for the License (or its renewal). 

Annual fees for license management, specified in the Quote or commercial proposal, may be applied 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 modification and terminate the Contract without penalty by sending a registered letter with acknowledgement of receipt to CAPTIVEA within a period of thirty (30) days from the date of dispatch by CAPTIVEA of these new rates.

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

In the event of termination, the provisions of Article 18 shall 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 management fees.

Article 11.4 – Payment

Unless otherwise agreed between the parties, the Client undertakes to pay the total amount of the services set out in the quote or commercial proposal upon order confirmation.

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 shall be made by bank transfer or by cheque payable to CAPTIVEA, it being understood that all bank charges (including rejection charges) levied by a financial intermediary or borne by CAPTIVEA will be invoiced to the Client.

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

Article 11.5 – Execution and Payment of Services

The Client will proceed by purchasing a "time booklet", which allows them to acquire a reserve of time from CAPTIVEA for carrying out the various services specified 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 rate in force at the time of placing the order, or at the time of renewal of the time booklet. 

All services rendered in "time booklet" mode, excluding functional support, are subject to an estimate of the time to be consumed, as per the procedure indicated in the quote or Commercial Proposal. 

All requests which, according to CAPTIVEA's assessment, require a maximum of four (4) hours of intervention are carried out without prior validation by the Client. Estimates for such requests are provided for information purposes and must be validated in advance by the Client, it being understood that the actual intervention time will be debited from the time booklet upon completion, and that for any non-validated request, the time spent on qualification will be debited on an actuals basis. 

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

Services that can be delivered in "time booklet" mode are billable services. They do not include any travel expenses. 

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

In the event of termination of the Contract, irrespective of the cause, the remaining balance of time acquired under time books shall be 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 monthly invoiced services, the Client shall be required to provide a security deposit. The security deposit shall be at least 100% of the estimated total amount payable for the month. Payment of the security deposit may be made through any mode of payment accepted by the Company. 
2. Adjustment of the security deposit:  If the amount invoiced during a month exceeds the initial security deposit, the security deposit shall be revised accordingly.  This revision is intended to ensure that the security deposit is 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 shall be effected by allocating service hours equivalent to the initial amount of the security deposit.  The request for refund of the deposited security must be initiated within 12 months from the date of termination to be considered valid. Beyond this period, the request shall be treated as void and shall not 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 avail this service, the Client may subscribe to it for an additional 25% of the initial service amount. This warranty option must be expressly opted for by the Client and is not included by default. If this option is not subscribed to, any post-delivery correction shall be billed on an actual time-spent basis.

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 any confidential information of the other Party that they may have become aware of in the course of performing CAPTIVEA's services and/or for the application of these terms. Accordingly, the Parties undertake to strictly maintain 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 subsequently becomes available without any breach by either Party of its confidentiality obligations, or is legitimately obtained from a third party without any violation by such third party of a confidentiality agreement concerning this information, is not considered confidential.

ARTICLE 13 – PERSONAL DATA

The Parties must comply with appropriate industry standards regarding their organisation and security with respect to information security and data, and notably any mandatory legal provisions.

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 data protection laws require the execution of a data processing agreement or other agreements between data controllers and the Client, then CAPTIVEA and the Client must enter into such a data processing agreement and/or other 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 

During the entire term of the Contract and for a period of one (1) year from the end of the Contract, irrespective of the reason for its termination, the Client undertakes not to solicit, hire or engage, directly or indirectly, any employee or former employee of CAPTIVEA during the term of the Contract, whether or not such employee has participated in the execution of the Contract.

In the event of a breach of this clause, the Client shall pay CAPTIVEA compensation equal to one year of gross salary including charges of the concerned employee. 

ARTICLE 15 – COMMERCIAL REFERENCES 

By accepting these General Terms and Conditions and during the term of the Contract, the Client expressly authorises CAPTIVEA to refer to the Client as a reference customer and to reproduce on its website and commercial documents the logo or trademark sample provided by the Client, so as to ensure faithful reproduction in accordance with the Client's brand guidelines. Similarly, 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 due 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, optimisation, correction and/or finalisation 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 authorises 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 organisational measures to ensure the security, confidentiality, integrity and availability of such data;
• limit access to such data to duly authorised 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 and 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, which prevent the execution of the Contract. Such situations include, without limitation: 

• War
• Strikes
• Major climatic events
• Floods, fires
• Earthquakes
• Health crises with a local state of emergency declared by the 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 execution;
• 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 of continuing its execution, the Contract will be suspended for a period of thirty (30) days, after which the Parties agree to meet again, either virtually or physically, to determine either a new suspension period not exceeding ninety (90) days or to definitively terminate the Contract.

In any event, CAPTIVEA shall not be held responsible 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 sent by registered post with acknowledgement due notifying the existence of the breach, the other Party may terminate the Contract automatically by registered post with acknowledgement due.

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 licence granted is expressly limited or revocable under the terms of the Contract. Otherwise, termination of the Contract shall 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

If 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 to be essential and determinative of its consent, or its nullity upsets the overall 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 any dispute, the Parties agree to first undertake mediation with a view to reaching an amicable settlement and shall share with each other all information necessary 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, advocates’/solicitors’ fees, court fees, procedural expenses, and any other expenses related to the prosecution or defence of the case.