Last Updated: January 2024
These Terms of Service ("Terms") govern your use of the services provided by Legalitas Compliance Ltd ("Company," "we," "us," "our"), a regulatory auditing and compliance design firm registered in Québec, Canada with VAT number 815049375 RT 0001, located at 1000 Rue de la Gauchetière O, Montréal, QC H3B 4W5, Canada.
By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services. We reserve the right to modify these Terms at any time, and continued use of our services following any changes constitutes your acceptance of the modified Terms.
Legalitas Compliance Ltd provides regulatory auditing, compliance consulting, and compliance design services primarily to Canadian financial institutions. Our services may include but are not limited to:
All services are subject to the execution of a separate service agreement between you and the Company. These Terms apply in addition to any service-specific terms contained in such agreements.
You represent and warrant that you are at least 18 years of age and possess the legal authority to enter into these Terms on behalf of your organization. If you are using our services on behalf of a company, corporation, or other legal entity, you represent that you have the authority to bind such entity to these Terms.
All materials provided by Legalitas Compliance Ltd, including but not limited to reports, analyses, frameworks, templates, methodologies, and documentation ("Deliverables"), are owned by or licensed to the Company and protected by Canadian and international copyright and intellectual property laws.
You are granted a limited, non-exclusive, non-transferable license to use the Deliverables solely for your internal business purposes and in accordance with the applicable service agreement. You may not reproduce, distribute, modify, translate, or create derivative works of the Deliverables without the Company's prior written consent.
Any pre-existing intellectual property, methodologies, tools, or processes developed by the Company prior to or independent of your engagement remain the exclusive property of the Company.
Both parties acknowledge that the provision and receipt of compliance services may involve access to sensitive and confidential business information. The Company agrees to maintain the confidentiality of all client information in accordance with applicable privacy and data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and Quebec's Law 25 (Bill 64).
Client information will be used solely for the purpose of providing the contracted services and will not be disclosed to third parties without prior written consent, except as required by law or regulatory authority, or as necessary to perform the services.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEGALITAS COMPLIANCE LTD, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Company's total aggregate liability to you for any and all claims arising from or related to these Terms or our services shall not exceed the amount paid by you to the Company in the 12 months preceding the claim, or $5,000 CAD, whichever is greater.
OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
While the Company endeavors to provide accurate and reliable compliance services, we do not guarantee that our services will be error-free, uninterrupted, or will result in full compliance with all applicable laws and regulations. Regulatory requirements change frequently, and compliance is an ongoing responsibility of your organization.
Unless otherwise specified in a service agreement, fees for services are due within 30 days of invoice. Invoices will be issued upon commencement of services or completion of specific milestones as outlined in the applicable engagement letter.
Late payments may result in the suspension of services without further notice. The Company reserves the right to pursue legal remedies for unpaid fees, including the recovery of collection costs and interest at the maximum rate permitted by Canadian law.
Either party may terminate a service engagement upon 30 days' written notice to the other party. Upon termination, you remain responsible for all fees incurred up to the date of termination. The Company will provide you with a final report or deliverables in progress at the time of termination, unless prohibited by law or regulatory order.
The Company may terminate services immediately without notice if: (a) you breach any material term of these Terms or the service agreement; (b) you fail to pay fees when due; or (c) your use of our services violates applicable law.
You agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to: (a) your use of our services; (b) your breach of these Terms; (c) your violation of applicable law; or (d) content or information you provide to the Company.
The Company is committed to protecting your personal information in accordance with Canadian federal and provincial privacy legislation, including PIPEDA and Quebec Law 25. For detailed information on how we collect, use, and protect your information, please refer to our Privacy Policy at compliance@legalitas.bond.
By using our services, you consent to the collection and processing of personal information as described in our Privacy Policy and in accordance with the terms of any Data Processing Agreement we may enter into with you.
Our services are subject to oversight by regulatory authorities in Canada, including FINTRAC, OSFI, provincial securities commissions, and other relevant regulators. By engaging our services, you acknowledge that the Company may be required to disclose information to regulatory authorities as required by law or regulation.
Legalitas Compliance Ltd provides compliance consulting and auditing services. We do not provide legal advice. For legal opinions, you should consult with a qualified Canadian lawyer. The Company is not responsible for legal interpretations or advice provided by external counsel.
Our compliance recommendations are based on current regulatory interpretations and industry practices, which may change. You are responsible for staying informed of regulatory changes and updating your compliance practices accordingly.
You agree not to:
Our website or communications may contain links to third-party websites or resources. The Company is not responsible for the content, accuracy, or practices of third-party websites. Your access to and use of third-party content is at your own risk and subject to the terms and conditions of those third parties.
These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.
Any dispute arising from or related to these Terms or our services shall first be subject to good faith negotiation between the parties. If negotiation fails, the parties agree to submit the dispute to binding arbitration in Montreal, Quebec, in accordance with the Arbitration Act (R.S.Q., c. A-6), administered by a single arbitrator agreed upon by both parties.
Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, shall be severed. The remaining provisions shall continue in full force and effect.
These Terms, together with any applicable service agreement, engagement letter, and privacy policy, constitute the entire agreement between you and the Company regarding the provision of services and supersede all prior negotiations, representations, and agreements, whether written or oral.
The Company reserves the right to modify these Terms at any time. Material changes will be communicated to clients via email or posted on our website. Continued use of our services following notification of changes constitutes your acceptance of the modified Terms.
No waiver of any provision of these Terms shall be effective unless made in writing by an authorized representative of the Company. A waiver of any breach shall not constitute a waiver of any subsequent breach.
For questions regarding these Terms of Service, compliance issues, or to exercise your rights under applicable privacy laws, please contact us:
Legalitas Compliance Ltd
1000 Rue de la Gauchetière O
Montréal, QC H3B 4W5, Canada
Email: compliance@legalitas.bond
Phone: +1 514 871 0047
These Terms of Service are effective as of January 2024 and apply to all services provided by Legalitas Compliance Ltd to clients and users.