Standard Service Terms

SNP and Client shall enter into one or more SOWs incorporating these Terms. Each SOW shall specify the scope of Services, Deliverables, fees, timelines, milestones, and other project-specific terms. These Terms apply to and govern each SOW unless otherwise expressly modified therein.

Each SOW is governed by these Terms. In the event of any conflict between these Terms and an SOW, the SOW shall govern solely with respect to the specific engagement described therein.

Material changes to an SOW require a written change order signed by authorized representatives of both parties. Verbal authorizations or course-of-dealing shall not constitute a valid modification.

SNP shall use commercially reasonable efforts to perform the Services and to meet any timelines or milestones specified in an applicable SOW. Unless expressly stated otherwise in the applicable SOW, all timelines and delivery dates are estimates and do not constitute guarantees. SNP shall not be liable for any failure to meet estimated delivery dates or timelines unless such failure is due to SNP's gross negligence or willful misconduct.

Client acknowledges and agrees that the Services may be performed by SNP's employees, independent contractors, subcontractors, agents, or affiliates ("Personnel"), and not necessarily by any specific individual or named person, unless otherwise expressly stated in an applicable SOW. SNP shall have sole discretion to assign and reassign Personnel as it deems appropriate. SNP shall remain fully responsible for the acts and omissions of its subcontractors in connection with these Terms as if they were SNP's own acts and omissions. SNP shall ensure that any subcontractor performing Services is bound by written confidentiality, data security, and non-use obligations no less protective than those set forth herein. Unless otherwise expressly stated in an applicable SOW, SNP shall not be required to seek or obtain Client's approval for the selection or replacement of Personnel.

Client shall provide SNP with timely access to relevant personnel, systems, data, and documentation reasonably required to perform the Services. Delays caused by Client may affect delivery timelines and may result in adjustments to fees and schedules. If Client notifies SNP in writing of a delay in its project schedule, SNP may proportionally slow or suspend the Services and may request in writing a corresponding extension of the completion date and other applicable deadlines set out in the SOW, which request Client shall not unreasonably refuse.

During the term of any SOW and for a period of twelve (12) months thereafter, Client shall not, directly or indirectly, solicit for employment, hire, or engage as an independent contractor any employee, independent contractor, or agent of SNP who was materially involved in the performance of the Services under such SOW, without the prior written consent of SNP. This restriction shall not apply to individuals who respond to general public advertisements not specifically targeting such individuals.

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation; (b) it has all necessary right, power, and authority to enter into each SOW and to perform its obligations thereunder; (c) the execution and performance of each SOW do not and will not violate any agreement to which it is a party or by which it is bound; and (d) it will comply with all applicable laws, rules, and regulations in connection with its performance under each SOW.

SNP represents and warrants that: (a) it will perform the Services in a professional and workmanlike manner consistent with industry standards; and (b) to SNP's knowledge, the Deliverables, when delivered and used in accordance with the applicable SOW, will not infringe or misappropriate any third party's intellectual property rights.

Client represents and warrants that: (a) it has all necessary rights, consents, and permissions to provide any Client Materials to SNP for use in connection with the Services; (b) Client Materials do not and will not infringe, misappropriate, or violate any third party's intellectual property rights or applicable law; and (c) it will not use the Services or Deliverables for any unlawful or unauthorized purpose.

Client shall pay SNP the fees set forth in each applicable SOW. Fees may be structured as fixed fees, time-and-materials rates, retainer fees, performance-based or contingent fees, or any other structure mutually agreed upon in an SOW. All amounts are stated in Canadian dollars (CAD) unless otherwise specified in the applicable SOW.

Unless otherwise specified in an SOW, SNP shall invoice Client monthly in arrears for Services performed and expenses incurred. Client shall pay all undisputed amounts within thirty (30) calendar days of the invoice date (Net 30).

All fees are exclusive of applicable taxes, including but not limited to goods and services taxes (GST), Quebec sales taxes (QST), harmonized sales taxes (HST), value-added taxes (VAT), and similar charges. Client shall be responsible for all such taxes, duties, and charges applicable to the Services, except for taxes based solely on SNP's net income.

If Client disputes any portion of an invoice in good faith, Client shall notify SNP in writing within ten (10) calendar days of receipt of the invoice, specifying the disputed amount and the basis for the dispute and providing any supporting documentation. Client shall pay all undisputed amounts within the payment period set out in Section 5.2. The parties shall work in good faith to promptly resolve any dispute.

Any undisputed amount not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full.

If Client fails to pay any undisputed amount when due, and such failure continues for fifteen (15) days following written notice from SNP, SNP may suspend performance of the Services until payment is made in full, without liability to Client for any consequences arising from such suspension.

Client shall not withhold, set off, or deduct any amounts from fees owed to SNP under any SOW, except as required by law.

Client shall reimburse SNP for reasonable out-of-pocket expenses incurred in connection with the performance of the Services, provided that such expenses are pre-approved by Client in writing or otherwise authorized in the applicable SOW.

All rights, title, and interest (including all intellectual property rights) in and to the SNP Service Provider Materials — including all tools, templates, models, frameworks, algorithms, software, methodologies, processes, know-how, and other materials that are used, developed, or improved by SNP in connection with providing the Services, whether pre-existing or created during the performance of the Services — shall remain the sole and exclusive property of SNP. Nothing in these Terms or any SOW shall be construed to transfer ownership of any SNP Service Provider Materials to Client.

Subject to full and timely payment of all fees due under the applicable SOW, SNP hereby grants Client a non-exclusive, non-transferable, non-sublicensable, perpetual licence to use, internally for its own business purposes, any Deliverables provided under the applicable SOW. Such licence shall include any SNP Service Provider Materials embedded within the Deliverables but shall be limited solely to Client's internal use of the Deliverables as a whole, and shall not include any right to independently use, copy, distribute, sublicense, modify, or create derivative works of the SNP Service Provider Materials outside of the Deliverables.

Client retains all ownership rights in and to the Client Materials provided to SNP. SNP shall use Client Materials solely for the purpose of providing the Services under the applicable SOW.

Nothing in these Terms restricts SNP from developing similar work or solutions for other clients, provided that no Client Confidential Information is used in connection with such work.

Each party (the "Receiving Party") acknowledges that it may receive or have access to Confidential Information of the other party (the "Disclosing Party") during the course of an engagement. "Confidential Information" means all non-public, proprietary, or confidential information disclosed, whether orally, visually, electronically, or in writing, including business plans, financial data, customer lists, marketing strategies, technical data, intellectual property, trade secrets, Deliverables, SNP Service Provider Materials, Client Materials, and any information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Terms; (b) was lawfully known to the Receiving Party without obligation of confidentiality before disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is lawfully disclosed to the Receiving Party by a third party without obligation of confidentiality.

If the Receiving Party is required by applicable law to disclose Confidential Information, it shall use commercially reasonable efforts to notify the Disclosing Party of such requirement prior to disclosure, so as to permit the Disclosing Party to seek appropriate relief at its own expense.

The Receiving Party shall: (i) use Confidential Information solely for the purpose of fulfilling its obligations under the applicable SOW; (ii) restrict disclosure of Confidential Information to its Personnel who have a need to know for such purpose and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (iii) protect Confidential Information using safeguards at least as protective as it uses for its own confidential information of similar sensitivity, and in no event less than a commercially reasonable standard of care.

Client acknowledges and expressly consents to SNP's use of artificial intelligence platforms, tools, and autonomous agents in the delivery of the Services (collectively, "AI Tools"). Such AI Tools include, without limitation, large language model platforms and agents such as Claude (Anthropic PBC), Gemini (Google LLC), and such other AI platforms or agents as SNP may employ from time to time in the delivery of its services. Client's execution of an SOW constitutes Client's informed and express consent to SNP's use of such AI Tools in performing the Services thereunder. SNP shall exercise reasonable care in the use of AI Tools in connection with Client engagements, including applying available data minimization and privacy controls where reasonably practicable. Any specific restrictions on the use of AI Tools, or additional data handling requirements applicable to a specific engagement, shall be specified in the applicable SOW. SNP's use of AI Tools shall not constitute a transfer of Client Confidential Information to AI Tool providers except to the extent reasonably required for the performance of the Services and subject to the applicable providers' data use terms.

SNP shall implement and maintain administrative, physical, and technical safeguards consistent with prevailing industry standards to protect Client Data against unauthorized access, use, disclosure, alteration, or destruction, including safeguards appropriate to the nature of the Client Data and the risks associated with its processing. To the extent SNP processes personal data on behalf of Client, SNP shall only process such data in accordance with Client's instructions and solely for the purposes of performing its obligations under the applicable SOW. Each party shall comply with all applicable privacy, data protection, and information security laws in the performance of its obligations, including without limitation Quebec Law 25 (Law 25), the Personal Information Protection and Electronic Documents Act (PIPEDA), and, where applicable, the General Data Protection Regulation (GDPR).

In the event SNP becomes aware of any actual or suspected unauthorized access to or disclosure of Client Confidential Information or Client Data (a "Security Incident"), SNP shall: (i) notify Client without undue delay, and in no event later than seventy-two (72) hours after becoming aware of the Security Incident; (ii) investigate and remediate the cause of the Security Incident; (iii) cooperate with Client in connection with any legally required notifications; and (iv) provide Client with reasonable information regarding the nature, scope, and mitigation measures applicable to the Security Incident.

Upon termination or expiration of an SOW, or upon written request by the Disclosing Party, the Receiving Party shall promptly return or securely destroy all Confidential Information in its possession or control, except that one archival copy may be retained solely for legal compliance purposes subject to continued confidentiality obligations. The Receiving Party shall certify in writing to the Disclosing Party its full compliance with this obligation upon request.

The obligations in this Section 7 shall continue for a period of five (5) years after the expiration or termination of the applicable SOW; provided that Confidential Information constituting trade secrets shall remain protected for as long as it remains a trade secret under applicable law.

To the fullest extent permitted by applicable law, each party's total cumulative liability to the other party for all claims arising out of or relating to any SOW, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed, in the aggregate, the total amount of fees actually paid by Client to SNP under the applicable SOW during the twelve (12) months preceding the date on which the claim arose.

The parties acknowledge and agree that the limitations of liability set forth in this Section 8 are an essential element of the basis of the bargain between the parties, and that in the absence of such limitations, the economic terms of each SOW would have been substantially different. These limitations shall apply to the fullest extent permitted by applicable law, notwithstanding any failure of essential purpose of any limited remedy.

Nothing in these Terms limits or excludes either party's liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or willful misconduct; or (c) any liability that cannot be limited or excluded by applicable law.

SNP shall defend, indemnify, and hold harmless Client, its affiliates, and their respective officers, directors, employees, and agents ("Client Indemnitees") from and against any and all third-party claims, demands, suits, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) ("Claims") to the extent arising out of or relating to: (a) allegations that the Deliverables, as delivered by SNP, infringe or misappropriate any intellectual property rights of a third party; or (b) SNP's gross negligence, willful misconduct, or violation of applicable law in connection with its performance of the Services. SNP shall have no indemnification obligation under this Section 9.1 to the extent that the alleged infringement or Claim arises from: (i) Client Materials; (ii) modifications to the Deliverables not made by or on behalf of SNP; (iii) the combination of the Deliverables with materials not provided by SNP; or (iv) Client's misuse or unauthorized use of the Deliverables.

Client shall defend, indemnify, and hold harmless SNP, its affiliates, and their respective officers, directors, employees, and agents ("SNP Indemnitees") from and against any and all Claims to the extent arising out of or relating to: (a) Client's misuse of the Deliverables or Services; (b) Client's violation of applicable laws, including data protection and privacy laws; (c) any Client Materials that infringe or misappropriate the intellectual property rights of a third party; or (d) Client's gross negligence, willful misconduct, or breach of its obligations under these Terms.

The indemnified party shall: (i) promptly notify the indemnifying party in writing of any Claim (provided that failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced thereby); (ii) grant the indemnifying party sole control over the defense and settlement of the Claim (provided that no settlement shall impose any admission of liability or financial obligation on the indemnified party without its prior written consent, not to be unreasonably withheld or delayed); and (iii) reasonably cooperate with the indemnifying party at the indemnifying party's reasonable expense.

These Terms shall apply for the duration of each SOW. Each SOW shall commence on the start date specified therein and remain in effect until the completion of the Services or termination in accordance with this Section 10.

Either party may terminate an SOW without cause by providing thirty (30) days' prior written notice to the other party.

Either party may terminate an SOW immediately upon written notice if the other party materially breaches the Agreement and fails to cure such breach within fifteen (15) days of receiving written notice identifying the breach with specificity. SNP may also terminate any SOW immediately upon written notice if Client becomes insolvent, files for bankruptcy protection, or ceases business operations.

Upon termination or expiration of an SOW: (a) Client shall pay SNP for all Services performed and expenses incurred up to and including the effective date of termination; (b) SNP shall deliver to Client all Deliverables in its possession, regardless of their stage of completion; (c) each party shall return or securely destroy the other party's Confidential Information in accordance with Section 7.6; and (d) provisions of these Terms which by their nature are intended to survive shall remain in effect, including without limitation Sections 6, 7, 8, 9, 12, and all accrued payment obligations.

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, an SOW, or the Services (each, a "Dispute"), the parties shall first attempt in good faith to resolve the Dispute through negotiations between senior executives of each party. The negotiation period commences on the date of written notice of the Dispute and shall not exceed thirty (30) days, unless extended by mutual written agreement.

If the Dispute is not resolved through negotiation within the period set out in Section 12.1, the parties shall attempt to resolve the Dispute through confidential mediation conducted in the Province of Quebec by a mutually agreed neutral mediator. If the parties cannot agree on a mediator within fifteen (15) days of the expiry of the negotiation period, either party may request that the ADR Institute of Canada appoint a mediator. Each party shall bear its own costs associated with mediation; the mediator's fees and expenses shall be shared equally.

If the Dispute is not resolved by mediation within sixty (60) days of the initiation of mediation, the Dispute shall be finally and conclusively settled by binding arbitration administered by the ADR Institute of Canada in accordance with its Arbitration Rules in effect at the time of the arbitration. The following terms shall apply to any such arbitration:

• The arbitration shall be conducted by a single arbitrator experienced in commercial contract disputes;
• The seat and place of arbitration shall be Montreal, Quebec, Canada;
• The language of the arbitration shall be English;
• The arbitration shall commence within forty-five (45) days of the written demand for arbitration;
• The decision and award of the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction; and
• Each party shall bear its own legal costs unless the arbitrator decides otherwise in the award.

Notwithstanding the foregoing, either party may seek interim, emergency, or injunctive relief from a court of competent jurisdiction at any time to protect its Confidential Information, intellectual property rights, or other proprietary rights pending resolution of a Dispute in accordance with this Section 12.

All negotiations, mediations, arbitrations, and related proceedings conducted pursuant to this Section 12 shall be confidential and shall not be disclosed to any third party except as necessary to enforce an arbitration award or as required by applicable law.

SNP is and shall at all times be an independent contractor in the performance of its obligations under these Terms. Nothing herein shall be construed as creating any relationship of agency, partnership, joint venture, or employment between the parties. Neither party shall have authority to bind or obligate the other party in any way. SNP shall be solely responsible for payment of all compensation, benefits, and employment taxes for its Personnel.

Neither party may assign or transfer these Terms or any SOW, in whole or in part, without the prior written consent of the other party, except that either party may assign without consent to: (a) an affiliate; or (b) a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under the applicable SOW. Any attempted assignment in violation of this Section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Each party shall comply with all applicable federal, provincial, state, local, and international laws, regulations, and ordinances in connection with its performance under these Terms, including without limitation data protection and privacy laws, intellectual property laws, labor and employment laws, anti-corruption and anti-bribery laws (including the Canadian Corruption of Foreign Public Officials Act (CFPOA) and, where applicable, the U.S. Foreign Corrupt Practices Act (FCPA)), and export control laws. Client represents and warrants that it has all necessary rights, consents, and authorizations to provide Client Data and any personal data to SNP for the purposes contemplated under the applicable SOW.

SNP shall maintain, at its own expense and during the term of each SOW, insurance coverage appropriate for the Services provided, including without limitation: (a) commercial general liability insurance with coverage limits not less than CAD $1,000,000 per occurrence; (b) errors and omissions / professional liability insurance with coverage limits not less than CAD $1,000,000 per claim; and (c) cybersecurity and data breach liability insurance with coverage limits not less than CAD $1,000,000 per claim. Upon Client's reasonable written request, SNP shall provide certificates of insurance evidencing such coverage.

SNP may refer generally to the nature of the work performed under an SOW in marketing and publicity materials in an anonymized and aggregated form that does not identify Client or reveal any Confidential Information. SNP shall not use Client's name, logos, trademarks, or refer to Client publicly as a client without Client's prior written consent.

All notices required or permitted under these Terms shall be in writing and shall be deemed duly given: (a) when delivered personally; (b) when sent by reputable overnight courier with written confirmation of receipt; (c) when sent by certified or registered mail, return receipt requested, postage prepaid; or (d) when sent by email with confirmed receipt (reply email or read receipt), provided that a copy is also sent by another permitted method. Notices to SNP shall be addressed to: Sterling North Partners Inc., 381-2400 Chemin Lucerne, Mont-Royal, Quebec H3R 2J8, Attention: Philippe Marcotte, Email: notices@sterlingnorth.partners. Notices to Client shall be sent to the address set out in the applicable SOW.

These Terms, together with each applicable SOW, constitute the complete and exclusive statement of the agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, proposals, and communications, whether oral or written, relating to such subject matter. Each party acknowledges that it has not relied upon any statement, representation, warranty, or agreement of the other party except as expressly set forth in the applicable SOW or these Terms.

SNP may update these Terms from time to time by publishing a revised version at sterlingnorth.partners/terms with an updated effective date. The version of these Terms in effect at the time an SOW is executed shall govern that SOW throughout its term. No modification, amendment, or waiver of any provision of a specific SOW shall be effective unless set forth in a written change order that expressly references the applicable SOW and is signed by duly authorized representatives of both parties.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall endeavour to replace the invalid or unenforceable provision with a valid provision that most closely reflects the parties' original intent.

No failure or delay by either party in exercising any right, remedy, power, or privilege under these Terms shall operate as a waiver thereof. No single or partial exercise of any such right, remedy, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Any waiver must be in writing and signed by an authorized representative of the waiving party.

These Terms are intended solely for the benefit of the parties and their permitted successors and assigns. Nothing in these Terms shall confer any rights or remedies on any third party.

SOWs and Engagement Letters may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures provided by electronic means, including PDF or electronic signature services (such as DocuSign), shall have the same legal effect as original signatures.

Section headings are inserted for convenience of reference only and shall not affect the interpretation of these Terms. Where the word "including" or "includes" is used, it means "including (or includes) without limitation." The parties confirm that it is their express wish that these Terms, as well as all related documents including any notices, be drawn up in the English language. Les parties confirment leur volonté expresse que les présentes Conditions ainsi que tous les documents s'y rattachant, y compris tout avis, soient rédigés en langue anglaise.

The following provisions shall survive the expiration or termination of any SOW and shall remain in full force and effect indefinitely or for the period specified therein, notwithstanding any termination of the applicable SOW or these Terms for any reason: Section 5 (Fees and Payment), with respect to all amounts accrued and unpaid as of the date of termination; Section 6 (Intellectual Property Rights); Section 7 (Confidentiality and Data Protection), for the duration set out in Section 7.7; Section 8 (Limitation of Liability); Section 9 (Indemnification); Section 12 (Dispute Resolution); Section 13 (Governing Law); and this Section 14 (General Provisions). Termination of an SOW shall not relieve either party of any obligation or liability that accrued prior to the effective date of termination.