Terms and Conditions

May 20, 2025

TERMS AND CONDITIONS OF SALE OF TSIC

All products sold and services provided, to a Client, by TSIC SOLUTIONS INC. (hereinafter “TSIC”) are subject to the Terms and Conditions of Sale set forth herein. These Terms and Conditions of Sale apply from the Effective Date of the Agreement. In the event of a contradiction between these Terms and Conditions of Sale and those contained in the Agreement, the terms contained in the Agreement will precede. TSIC and the Client are hereinafter referred collectively as the “Parties” and individually as a “Party”.

1. DEFINITIONS

Unless otherwise indicated in the Agreement or herein or inconsistent with the context, capitalized words and expressions appearing in the Agreement and these Terms and Conditions of Sale will be interpreted as set out below:

1.1. “Agreement” means the Products Sale and Services Agreement entered into between TSIC and the Client including its recitals, schedules, these Terms and Conditions of Sale, the Conditions of use of TSIC and its providers and any related or ancillary documentation identified in the Agreement, as well as any amendment made thereto, from time to time, by the Parties in accordance with the Agreement; the terms “herein”, “hereof”, “hereto”, “herewith”, “hereunder”, “hereby” and other similar terms, when used in the Agreement, generally refer to the Agreement as a whole rather than to a specific part thereof, unless otherwise indicated in the text;

1.2. “Best Efforts” means the efforts that a person, including a Party, desirous of achieving a result and acting prudently and diligently would use in similar circumstances to maximize, to the extent reasonably practicable, the probability that a result will occur and includes the generally recognized or common trade practices of any trade or profession as well as the generally recognized best practices of a business sector;

1.3. “Client” means the person identified as such in appearance of the parties of the Agreement;

1.4. “Confidential Information” means any commercial, technical, scientific, financial, legal, strategic or any other type of information, as well as any Personal Information, that a Party discloses, before and during the term of the Agreement, whether or not it is disclosed in connection with or for the purposes of the Agreement, and that the receiving Party, exercising reasonable business judgment, understands to be confidential, including all information related to its activities, business strategies and opportunities, finances, Intellectual Property, suppliers, clients or employees, as well as any information acquired by observation, regardless of the tangible or intangible medium in which the information is held, but excluding:

• a. information known by the receiving Party prior to the date of its disclosure by the disclosing Party;
• b. information known by or available to the public prior to the date of its disclosure;
• c. information that becomes known by or available to the public after the date of its disclosure and that does not result from a breach of the
• confidentiality undertaking by the receiving Party; and
• d. information independently produced by the receiving Party or its representatives without breach of the confidentiality agreement;

1.5. “Confidentiality Incident” means any violation or attempted violation by any person of any obligation concerning the confidentiality of the Personal Information, such as unauthorized access, use or disclosure, as well as any loss or violation of its protection.

1.6. “Dispute” means any problem, difficulty, disagreement or litigation between the Parties arising from the interpretation, application, execution or cancellation of the Agreement or related to the legal or business relationship between them;

1.7. “Effective Date” means the date established pursuant to Section 5.1 of the Agreement;

1.8. “Force Majeure” means any event beyond a Party’s control that could not have been reasonably foreseen and against which it could not have protected itself, such as, but not limited to, any failure to perform any obligation in all or in part resulting from causes beyond a Party’s control, or an important change , caused namely by any natural disaster, epidemic, pandemic, fire, accident, act of war (whether declared or not), insurrection, riot, act of terrorism, strike, spontaneous work stoppage or slowdown, lockout, power or telecommunication outage (including Internet and cell phone services), intervention by civil or military authorities, or compliance with any law, governmental decree or order issued by any public authority;

1.9. “Intellectual Property” means all the intangible intellectual property assets of any Party, including

• i. those protected by contract, such as know-how, trade secrets, recipes and other similar assets; and
• ii. those protected by any law relating to patents, copyrights, trademarks, industrial designs, integrated circuit topographies or plant varieties;

and includes any application made to a public authority for the purpose of securing intellectual property rights on such assets. This definition includes all invention, improvements, discoveries, methods, developments, software and works of authors related to the business of the Party that have been created, made, designed or put into practice (developed intellectual property);

1.10. “Personal Information” means any information which relates to a natural person and directly or indirectly allows that person to be identified, within the meaning of the Act Respecting the Protection of Personal Information in the Private Sector (CQLR, c. P-39.1);

1.11. “System” means a physical or technical system owned, leased, licensed or operated by the disclosing Party or its affiliates, whether on the site or hosted by a third party, which processes Confidential Information and is consulted by the receiving Party while performing the Agreement; and

1.12. “Terms and Conditions of Sale” means these Terms and Conditions of Sale, as they may be modified, from time to time, by TSIC.

Moreover, words and expressions may also be defined elsewhere in the Agreement and in any ancillary or subordinate document thereto, in which case they will have the meaning expressly set out in such section or subsection of the Agreement or such ancillary or subordinate documentation attached thereto and in which they are defined.

2. SCOPE

The Terms and Conditions of Sale contain the terms and conditions that apply to the Agreement between the Parties regarding the sale and purchase of products and the furniture of services, by TSIC, to the Client (initial, ongoing and any additional services, as the case may be). By signing the Agreement, the Client acknowledges that he read, understood and agreed all the terms and conditions contained herein and he agrees to comply with all of them as well as any other related or ancillary document related to the Agreement; the Client also agrees to comply with any law applicable to the sale and purchase of products pursuant to the Agreement and all the services provided to him by TSIC.

3. ADDITIONAL FEES

In addition to the fees mentioned in the Agreement, the Client agrees to pay to TSIC the fees mentioned below:

3.1. After Normal Business Hours and Holidays: An hourly rate of 187.50$ shall apply to any services request, by the Client, outside the normal business hours of TSIC (8:30AM to 5:00PM – Monday to Friday, excluding the holidays) and during the federal and provincial holidays (hereinafter the “After Hours Fees”).
3.2. Emergencies: An hourly rate of 250$ shall apply to any services requiring an immediate assistance of TSIC (hereinafter the “Emergency Fees”).
3.3. Traveling: A flat fee of 125$/travel shall apply if the distance to travel is less than 25KM from the head office of TSIC (hereinafter the “Traveling Fees”). Any travel of more than 25 KM from the head office of TSIC is subject to an agreement between the Client and TSIC.

4. ANNUAL ADJUSTMENT

Notwithstanding the foregoing, it is understood and agreed between the Parties that the fees (mentioned in the Agreement and the above-mentioned additional fees) will be, annually and unilaterally, reviewed by TSIC. An adjustment notice will be sent, by TSIC, to the Client, SIXTY (60) days before the end of the initial term or the expiry of any subsequent renewal period (hereinafter the “Adjustment Notice”). The Adjustment Notice shall include the fees payable, by the Client, to TSIC, which will apply upon the renewal.

5. EXPENSES

The Client agrees to pay to TSIC all expenses incurred in the performance of its obligations under the Agreement, including the payment of external engineers in the event that a Service Ticket is escalated to level 3 of intervention. TSIC will obtain Client prior approval before incurring any expense.

6. BILLING TERMS

6.1. Initial invoice: Initial fees will be billed, by TSIC, to the Client, immediately after the completion of the initial services set out in the Agreement.
6.2. Monthly invoices: TSIC must send to the Client a monthly invoice for the monthly fees along with valid and supporting documentation for the reimburse of the expenses pursuant to Section 5 herein.
6.3. Invoices of Additional Fees: After Hours Fees, Emergency Fees and Traveling Fees will be billed as soon as the services are rendered.

7. PAYMENT TERMS

7.1. Methods: TSIC accepts the following payment methods: pre-authorized debit, e-transfers, checks and credit cards.
7.2. Terms of Payment: The Client shall pay any invoice issued, by TSIC, within a period of THIRTY (30) days following reception of said invoices.
7.3. Pre-Authorized Payment: If an invoice is not paid within the above-mentioned period of time, TSIC may require, in addition to immediate payment of said invoices, that a pre-authorized debit for the upcoming monthly fees is set until the termination of the Agreement.
7.4. SUSPENSION OF THE SERVICES IN CASE OF NON-PAYMENT: SERVICES, INCLUDING, BUT NOT LIMITED TO NETWORK ACCESSIBILITY, MAY BE SUSPENDED IF TSIC INVOICES ARE NOT PAID WITHIN THE PERIOD ALLOWED TO PAY SUCH INVOICES.
7.5. Interest: Should the Client fail to pay when due any sum owed to TSIC under the Agreement, the Client must pay interest on the arrears at the annual rate of TWENTY-TWO PERCENT (22 %) calculated monthly as of the due date until full payment of the amount owed. Interest will be payable on the same day the principal amount becomes due.

8. FINANCIAL REFERENCES

8.1. Currency:All sums of money referred to in the Agreement are in Canadian dollars unless otherwise indicated in the Agreement.
8.2. Taxes:Unless otherwise indicated in the Agreement, the amounts set out in the Agreement do not include the Goods and Services Tax (GST) and the applicable provincial or Quebec Sales Tax (PST/QST) as well as any other tax that may be levied by a public authority on those amounts during the term of the Agreement. The Client shall pay such taxes unless a valid exemption certificate is furnished to TSIC.

9. MUTUAL DUTIES AND OBLIGATIONS

The Parties confirm that the Agreement contains the following mutual duties and obligations.

• 9.1. Confidential Information:
  • 9.1.1. Treatment of Confidential Information: The Parties undertake to respect the confidentiality of the Confidential Information in accordance with Section 9.1.2. The Parties hereby recognized and agreed that the Personal Information can be the object of specific treatment, which may be different of the provisions of Section 9.1.2., in accordance with Section 9.2 of the Terms and Conditions of Sale.
  • 9.1.2. Respect of Confidentiality
    • 9.1.2.1. (Undertaking) The receiving Party acknowledges that any Confidential Information disclosed before and during the term of the Agreement is and remains the exclusive property of the disclosing Party and that any unauthorized disclosure of that Confidential Information , by the receiving Party, to a third party, may cause serious harm to the disclosing Party.
      Accordingly, the receiving Party undertakes to:
      • i. take all necessary and relevant measures to protect the confidential nature of the Confidential Information, as would take any reasonable person placed in similar circumstances;
      • ii. use the Confidential Information for the sole purpose for which it has been disclosed;
      • iii. not reproduce the Confidential Information, regardless of the medium, without the prior written consent of the disclosing Party;
      • iv. not give third-party access to the Confidential Information unless such disclosure is necessary for the purpose of the Agreement;
      • v. take all necessary measures to protect the confidentiality of that information when disclosure of Confidential Information to a third Party is required, by requiring a confidentiality undertaking from the third party that ensures the same degree of protection afforded herein;
        vi. inform the disclosing Party of any unauthorized access to or any unauthorized use or communication, any loss or any other breach of the Confidentialital Information by a third party;
      • vii. assist the disclosing Party in connection with any legal proceedings or measures taken to protect its Confidential Information; and
      • viii. comply with the applicable privacy laws.
        Notwithstanding the foregoing, the receiving Party is not in breach of its obligations under the present Section if the Party is required by law to disclose the Confidential Information to any person entitled to request such disclosure.
    • 9.1.2.2. (Ownership) All Confidential Information as well as all new documentation which includes Confidential Information, regardless of its author, will remain the property of the disclosing Party.
    • 9.1.2.3. (Usage Rights) The Parties hereby agree that the disclosure of Confidential Information cannot in any way be interpreted or construed as granting, expressly or implicitly, to the receiving Party a license, title, interest or any other right relating to a subject, right, Intellectual Property, invention or discovery mentioned in or resulting from the Confidential Information.
    • 9.1.2.4. (Warranty) The Confidential Information disclosed by the disclosing Party for purposes of the Agreement is provided “as is” without any representation or warranty from the disclosing Party, except as provided in any definitive and final agreement between the Parties relating to the Agreement.
    • 9.1.2.5. (Duration) The confidentiality undertaking described herein will be in force throughout the term of the Agreement and shall continue indefinitely after the termination of the Agreement whatsoever reason.
    • 9.1.2.6. (Destruction) Except for Personal Information, which must be treated in accordance with the provisions of Section 9.2.5 of the Terms and Conditions of Sale, the receiving Party and its representatives must destroy, at the end of the Term or at any other time if requested in writing by the disclosing Party, at its sole discretion, any Confidential Information that it may have disclosed, without retaining any copy.
    • 9.1.2.7. (Declaration)If the receiving Party destroys Confidential Information, the destruction must be confirmed in writing and signed by an employee of the receiving Party who supervised the destruction.
• 9.2. Personnalinformation :
  • 9.2.1. Preservation of Confidentiality: The receiving Party and its representatives undertake to take all measures required to preserve indefinitely the confidentiality of the Personal Information notwithstanding any provision to the contrary in the Agreement.
  • 9.2.2. Transmission of Personal Information:
    • 9.2.2.1. (To a Party) In the context of fulfilling its duties and obligations pursuant to the Agreement, a Party may require Personal Information from the other Party; the Party providing Personal Information (and its representatives) is responsible for ensuring that Personal Information is transmitted to the other Party securely.
    • 9.2.2.2. (To a TSIC’s provider)It is understood and agreed between the Parties that, in the course of providing the services stipulated in the Agreement, TSIC may disclose Personal Information received by the Client to its providers; the Client hereby confirms that he consents to such use. Furthermore, the Client acknowledges and agrees that TSIC shall not be held liable in any way for a confidentiality incident involving any of its suppliers and waives any action of any kind against TSIC for the damages he could suffer in case of such incident.
  • 9.2.3. Non-responsibility of TSIC: It is understood and agreed, between the Client and TSIC, that TSIC does not act as the person in charge of the protection of Personal Information of the Client under the Act Respecting the Protection of Personal Information in the Private Sector (CQLR, c. P-39.1). Consequently, TSIC assumes no direct responsibility or liability for the management, protection or handling of personal data collected or processed by the Client.
  • 9.2.4. Client’s Responsibility: It is the Client’s sole responsibility to ensure the protection and proper handling of Personal Information he collects. The Client must adhere to the stipulations of the Act Respecting the Protection of Personal Information in the Private Sector (CQLR, c. P-39.1) regarding the collection, use and storage of personal data. In this regard, the Client fully exonerates TSIC from any liability or obligation related to the protection and management of Personal Information.
  • 9.2.5. Destruction: The receiving Party and its representatives undertake, in addition to the provisions of section 9.1.2.6 hereof, to destroy all Confidential Information which contains Personal Information without retaining any copy thereof, if their use is not necessarily pursuant to the Agreement.
  • 9.2.6. Declaration: Destruction of Personal Information by the receiving Party must be confirmed in writing and signed by an employee of the receiving Party who supervised the destruction.
• 9.3. Confidentiality Incident:
  • 9.3.1. Mandatory Notice: In case of a Confidentiality Incident, the receiving Party undertakes to notify the person in charge of the protection of Personal Information of the disclosing Party and any other person that is listed below within TWENTY-FOUR (24) hours following such Confidentiality Incident. The written notice must summarize, with sufficient detail, the nature and scope of the Confidentiality Incident, including a description of all Confidential Information and System involved and the corrective measures already implemented or planned by the receiving Party.
  • 9.3.2. Person in Charge of the Protection of Personal Information:
    • 9.3.2.1. (for the Client): The person in charge of the protection of Personal Information for the Client is: INSERT THE NAME. The email address to reach this person is: INSERT THE EMAIL ADRESSE OF THAT PERSON.
    • 9.3.2.2. (for the TSIC): The person in charge of the protection of Personal Information for TSIC is: Alexander-Anthony Patrick. The email address to reach this person is: alex@tsicinc.com.
  • 9.3.3. Reasonable and Necessary Measures: The receiving Party must quickly and at its sole expense take all reasonable and necessary measures to end Confidentiality Incident, reduce its impact and avoid its reoccurrence. The receiving Party must cooperate with the disclosing Party to investigate the Confidentiality Incident and must quickly respond to all reasonable requests made by the disclosing Party relating to the Confidentiality Incident.
    The receiving Party must quickly notify the disclosing Party of an investigation on its use of the Confidential Information, its privacy protection practises, its information security or of a Confidentiality Incident by a government authority.
  • 9.3.4. Termination or Suspension of Access: In the event of a Confidentiality Incident, the disclosing Party may, at its sole discretion, suspend or immediately terminate the receiving Party’s access to Confidential Information.
  • 9.3.5. Information to Third Parties :The receiving Party must not inform a third party of a Confidentiality Incident without the prior written consent of the disclosing Party, subject, however, to obligations pursuant to applicable laws. The Parties must collaborate to decide if it is appropriate to send notice of the Confidentiality Incident to any person, government authority, media or any other party as well as the content of any such notice, as applicable. The disclosing Party will make the final decision to whether or not a notice should be sent, to whom it should be sent, its content and its signatory.
  • 9.3.6. Documentation and Registers: All documentation or registers of a Confidentiality Incident must be kept by the receiving Party as provided by the law.
• 9.4. Insurance:Each Party undertakes to carry and maintain, throughout the term of the Agreement, a commercial general liability insurance coverage against, without limitation, errors and omissions, bodily injury, property damage, contractual and extra-contractual liability and workers’ compensation in respect of all persons engaged in the performance of the respective Parties’ duties and obligations under the Agreement.

10. CLIENT’S DUTIES AND OBLIGATIONS

The Parties confirm that in addition to the mutual duties and obligations of the Parties provided in Section 9 herein, the Agreement contains the following duties and obligations of the Client towards TSIC.

• • 10.1. Changes: If the Client wishes to make a change to the Services to be performed by TSIC, the Client must give TSIC a written notice of its intention to amend the Agreement pursuant to section 9.6.2. of the Agreement.
    It is understood and agreed, between the Client and TSIC, that any and all changes requested by the Client, pursuant to the previous paragraph, shall be negotiated, agreed and recorded by the Parties in a signed addendum in accordance with the Agreement. Otherwise, the Client and TSIC need to sign another contract.
  • 10.2. Conditions of use of TSIC and its providers: The Client undertakes to respect each and every provision contained in the Conditions of use of TSIC and its providers. The Client understands and agrees that any breach to a provision of the Conditions of use of TSIC or its providers will constitute a breach of the Agreement.
  • 10.3. Cyber Risk Insurance: TSIC strongly recommends that the Client, throughout the term of the Agreement, secure and maintain a cyber risk insurance coverage from a reputable insurer. This insurance should protect the Client against, but not be limited to, cyber-attacks and the potential loss of revenue or ransoms related to such attacks.
    It is clearly understood and agreed, between TSIC and the Client, that TSIC is not an insurance provider and does not offer any form of coverage against cyber-related risks. THE DECISION NOT TO OBTAIN SUCH INSURANCE COVERAGE IS AT THE CLIENT’S OWN RISK.
  • 10.4. Full Cooperation: The Client undertakes to fully cooperate with TSICin order to allow TSIC to efficiently and promptly fulfill its duties and obligations pursuant to the Agreement and to use its Best Efforts to ensure the successful completion of the Agreement.
  • 10.5. Non-Solicitation: The Client undertakes, for the term of the Agreement and for a period of EIGHTEEN (18) months following the termination of the Agreement, for whatsoever reason, to not, directly or indirectly, through another person, for itself or another person:
    • a) solicit for the purposes of employment or as a service provider;
    • b) encourage the departure of; or
    • c) recommend to a third person for the purposes of employment or as a service provider;

    any person that is part of TSIC’s team as an employee or as a service provider.
    Subject to any other rights or remedies available to TSIC, any breach of the above-mentioned undertaking, by the Client, will automatically result in liquidated damages payable, by the Client, to TSIC, equal to the annual salary or income of any person who ceases to work for or provide services to TSIC.
    Such liquidated damages will be payable by no later than THIRTY (30) days following the receipt, by the Client, of a Demand Letter from TSIC and will bear interest the day after the expiration of the above-mentioned delay of THIRTY (30) days.
    Notwithstanding the above provision, seeking the court’s intervention for protective measures such as seizures before judgment, safeguard orders and injunctions are permitted.

• 10.6. Service Tickets: The Client undertakes to submit his request to TSIC by phone (514-750-9759) or by email (support@tsicinc.com) during normal business hours of TSIC (8:30AM to 5:00PM – Monday to Friday, excluding the holidays).
  For tracking purposes, a service ticket will be open for each request of the Client (hereinafter the “Service Ticket”).
  A unique number will be associate to each Services Ticket which shall be used in every communication between the Client and the TSIC related to said Service Ticket.
• 10.7. Third-Party Interventions: The Client is not bound by exclusivity to TSIC for technology services. However, if the Client chooses to engage with or authorize any other technology service provider, contractor or employee for investigating, examining or diagnosing its network or equipment, the Client undertakes to notify TSIC in advance. TSIC must be able to supervise such activities to avoid any security breaches.

Failure to inform TSIC of such intervention may be considered as a breach of the Agreement. In case of an investigation, examination or diagnosis is mandated by a judicial or administrative authority, the Client is required to promptly inform TSIC and seek its assistance in compliance. TSIC reserves its right to request relevant documentation to verify the nature of the network investigation and to guarantee proper access. TSIC intervention in these circumstances will be considered as an additional service and will be billed accordingly.

TSIC’s DUTIES AND OBLIGATIONS

The Parties confirm that in addition to the mutual duties and obligations of the Parties provided in Section 9 herein, the Agreement contains the following duties and obligations of TSIC towards the Client:

• Best Efforts: TSIC undertakes to use its Best Efforts when performing the Services.
• Conduct: TSIC undertakes to, at all times, conduct itself with diligence, integrity, honesty and good faith with respect to any person it does business with on behalf of the Client.
• Compliance: Without limiting the foregoing, TSIC undertakes to comply with all the obligations of the Agreement, as well as any laws in connection with the performance of the Agreement.
• Monthly Report: TSIC undertakes to provide to the Client a monthly report of its activities describing the progression of the Services as well as the measures taken to resolve the issues as the case may be.
• Timeline: TSIC undertakes to perform the Services according to the terms of the Agreement and any other related documents, if any and to keep the Client informed of any delay or breach in this regard.
• Security of Passwords: Passwords and other administrative codes of the Client will be kept by TSIC and not released to the Client until the termination of the Agreement.

The release of the passwords and other administrative codes to the Client or to a third party chosen by the Client upon the termination of the Agreement is conditional to the payment, by the Client, of all sums due to TSIC by the Client. It is understood and agreed, between the Client and TSIC, that TSIC can retain the passwords and other administrative codes of the Client until all amounts dues, to TSIC, by the Client, are fully paid by the Client.

12. ACCEPTANCE OF RISK (WAIVER OF LIABILITY)

The Client hereby accepts the risks associated with the:

• i. Services if he refuses, totally or partially, any service strongly recommended by TSIC or if the Client does not comply with all TSIC’s recommendations; The Client understands and agrees that TSIC’s services and recommendations form an indivisible whole; the Client understands and agrees that TSIC cannot be held responsible for any damages related to the Services if the Client refuses, totally or partially, any service strongly recommended by TSIC or if the Client does not comply with all TSIC’s recommendations;
• ii. services rendered by TSIC’ providers (Microsoft, Amazon, etc.); The Client understands and agrees that TSIC cannot be held responsible for any damages related to the services provided, to the Client, by TSIC’ providers when TSIC only act as an intermediary;
• iii. its employees’ teleworking; TSIC does not evaluate employees network infrastructure which can be insufficiently protected or compromised by their acts. The Client understands and agrees that TSIC cannot be held responsible for any damages related to employees teleworking of the Client; and
• iv. cyber attack that can occur; TSIC does not have any control against the hackers who can target the Client.

The Client understands and agrees that TSIC cannot be held responsible for any damages related to cyber attacks that may occur.
The Client hereby confirms that he understands and agrees that TSIC does not have any control of the above-mentioned elements (refusal of services, non-compliance with recommendations, external providers, teleworking and cyber attacks) and hereby confirm that he accepts those risks. Therefore, except in the event of intentional or gross fault of TSIC, the Client hereby expressly waives any action of any kind against TSIC for the damages he could suffer related to

• i. the Services in the event of a refusal of services strongly recommended by TSIC or non-compliance with the recommendations made by TSIC;
• ii. the services rendered by TSIC’ providers;
• iii. its employees’ teleworking; and
• iv. cyber attack of which he could be the victim.

13. LIMITATION OF LIABILITY

Except in the event of intentional or gross fault from TSIC, TSIC shall not be held liable towards the Client for any fault or any direct or indirect damage resulting from the Services. Therefore, TSIC cannot be held responsible for, including, without limitation, any damages related to business interruption of the Client, loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or any other costs or pecuniary loss related, directly or indirectly, to the Services unless thesis damages are related to an intentional or gross fault of TSIC.

14. FORCE MAJEURE

• 14.1. No Default: Except for payment obligations, and unless otherwise provided by the laws, a Party will not have committed a breach or be liable for any damage or delay if such default, damage or delay is the result of a Force Majeure event.
• 14.2. Duty: Should such a Force Majeure eventoccur, the Party unable to perform its obligations hereunder must, whenever possible to do so, take all the necessary measures to put an end to the Force Majeure event or, if unable to do so, to reduce the impact.
• 14.3. Right of the other Party: If, as a result of such a Force Majeure event, the duty or obligation owed to a Party cannot be performed, the Party to whom the obligation is owed may, for as long as such Force Majeure event prohibits the other Party from performing its duties and obligations hereunder, take appropriate temporary measures to mitigate any damage that may by sustained, without being answerable for any loss, if any, that such measures may cause to the other Party.

15. RELATIONSHIP BETWEEN THE PARTIES

TSIC and the Client have entered into the Agreement as independent parties and agree to remain independent parties throughout the term of the Agreement. The Agreement does not create and may not be interpreted as creating any relationship of agency, partnership or employment between TSIC and the Client.

Accordingly, it is understood and agreed, between the Client and TSIC, unless otherwise indicated in the Agreement, that:

• i. each Party has sole control of its business and the manner and means of performing its obligations under the Agreement;
• ii. no Party has any right or authority, express or implied, to create or assume on behalf of the other Party any obligation or liability towards a third party; and
• iii. no Party has any right or authority to bind another Party in any manner whatsoever, nor to represent itself as having the authority to bind another Party in any manner whatsoever.

Also, as mentioned in Section 9.2.3., TSIC does not act as the person in charge of the protection of Personal Information for the Client under the Act Respecting the Protection of Personal Information in the Private Sector (CQLR, c. P-39.1). Consequently, TSIC assumes no direct responsibility or liability for the management, protection or handling of personal data collected or processed by the Client.

16. DISPUTE RESOLUTION

• 16.1. Good Faith Negotiations: In the event of a Dispute, each Party undertakes and agrees to give the other Party written notice of such Dispute and agrees to meet, in an effort to settle, in good faith, the Dispute, within SEVEN (7) business days from the date of receiving by the receiving Partya notice to settle the Dispute.
• 16.2. Mediation:If the Dispute cannot be resolved through good faith negotiations between the Parties within SEVEN (7) business days after any negotiation meeting or any other period agreed to in writing by the Parties, the Parties agree to submit the Dispute to mediation in accordance with the mediation rules prescribed under the Code of Civil Procedure (CQLR, c. C-25.01) and to participate in at least one mediation session by delegating a person with decision-making authority.
• 16.3. Arbitration:If the Dispute cannot be resolved through mediation, the Parties agree to submit the Dispute to arbitration, by a sole arbitrator, to the exclusion of the courts of law, according to the procedure set out below. The Parties agree that the provisions of articles 620 to 655 of the Code of Civil Procedure (CQLR, c. C-25.01) that are currently in effect will govern the arbitration proceedings.

17. GENERAL PROVISIONS

• 17.1. Amendment: The Agreement may be amended at any time by mutual consent of the Parties. Any such amendment will be deemed to take effect on the day that it is put in writing, duly signed by the Parties and appended to the Agreement.
• 17.2. Applicable Law: The Agreement as well as these Terms and Conditions of Sale will be governed and interpreted in accordance with the laws in effect in the Province of Quebec, Canada.
• 17.3. Assignment: The rights, duties and obligation arising from the Agreement may not be assigned by a Party to another person without the prior written consent of the other Party, which consent may not be unreasonably withheld.
• 17.4. Cumulative Rights: All rights referred to the Agreement are cumulative and not mutually exclusive.
• 17.5. Counterparts: This Agreement may be executed in several counterparts each of which when so signed will be deemed to be an original and will together constitute one and the same document.
• 17.6. Electronic Transmission: The Parties agree that the Agreement may be transmitted by facsimile, e-mail or similar forms of communication. The Parties further agree that signatures duplicated by facsimile, electronic signatures or similar means of authentication will be treated as originals, it being understood and agreed that any Party who does so must providethe other party with a copy of the Agreement bearing its original signature, immediately upon demand.
• 17.7. Headings: The headings use in the Agreement have no interpretative value and their sole purpose is to facilitate cross-referencing therein.
• 17.8. Judicial District: The Parties agree, in respect of any claim arising from any extracontractual or contractual liability or any legal proceeding for any purpose whatsoever in connection with the Agreement or the Parties’ relationship, to elect the judicial district of Montreal, Province of Quebec, Canada, as the proper forum to hear the claim or legal proceeding, to the exclusion of any other judicial district that may have jurisdiction to hear such Dispute, as prescribed by law.
• 17.9. Language: The Parties acknowledge that they have requested and agreed that the Agreement and all documents, notices, correspondence and legal proceedings consequent upon, ancillary or relating, directly or indirectly, thereto forming part hereof or resulting therefrom be drawn up in English.
  Les Parties reconnaissent qu’elles ont exigé et consenti à ce que le présent Contrat ainsi que toute procédure, tout avis, toute communication et tout autre document s’y rapportant, directement ou indirectement, soient rédigés en anglais plutôt qu’en français.
• 17.10. Legal fees: In the event that a recovery action is necessary in order to enforce the Agreement, TSIC may at its sole discretion claim from the Client attorney’s fees and expenses reasonably incurred in addition to any other damage suffered.
• 17.11. Notice: Except as otherwise provided in the Agreement, any notice or other communication required hereunder is sufficient if it is in writing and sent by means of communication that enables the sending Party to prove that the notice or communication was delivered to the recipient Party at the address set out herein for such Party or at any other address thattheParty may provide in accordance with this section. Any communication will be considered to have been received on the date indicated on the notice of receipt provided by the courier service or on the date of a duly signed acknowledgment of receipt.
• 17.12. No Waiver of Rights: The omission, failure or delay by a Party in exersing any right or remedy hereunder may in no way be interpreted or construed as a waiver of such right or remedy by said Party, who may avail itself of any such right or remedy until such time as it contractually or legally expires.
• 17.13. Number and Gender: In the Agreement, unless otherwise required by the context, words denoting the singular include the plural and viceversa, and words denoting one gender include the other gender, and, where applicable, use of impersonal pronouns (e.g. “it and “its) is deemed to include personal pronouns of the appropriate gender when a Party is a natural person.
• 17.14. Severability:In the event that any provision of the Agreement is deemed to be invalid or unenforceable, thatprovision must, whenever possible, be interpreted, construed, limited or, if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability, and all the remaining provisions of the Agreement will remain valid and continue to bind the Parties.
• 17.15. Substitute Provision: If required, the Parties agree to negotiate in good faith a valid and enforceable substitute provision that most closely reflects the Parties’ original intent or, in the event no substitute provision can be added, one which provides any equitable adjustment that may be necessary.
• 17.16. Successors: This agreement shall bind the Parties hereto as well as their respective successors, heirs and assigns.