1. Definitions

TERMS & DEFINITIONS:

Company / we / us

InterGest Canada Inc., 120 Adelaide St W, Suite 2500,
Toronto ON M5H 1T1, Canada

Client / you

The natural or legal person that requests or purchases Services

Services

All consulting, coordination, concierge and related tasks described in a Proposal, Quotation or Statement of Work (“SoW”)

Regulated Service

Any activity that—by statute or professional rule—may be performed only by a duly licensed or authorised person (e.g. legal advice, immigration representation, securities placement, audit, payroll remittance, real-estate brokerage)

Licensed Provider

An independent third-party professional (lawyer, RCIC, CPA, broker-dealer, etc.) who holds the licence required to deliver a Regulated Service

Agreement

The contract formed by (i) these GTC, (ii) the applicable SoW / Quotation, and (iii) any schedules expressly incorporated therein

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2. Scope & Hierarchy

1. These GTC apply to every Agreement unless both parties sign written terms that state they override these GTC.
2. Order of precedence if terms conflict: (a) SoW / Quotation, (b) signed special conditions, (c) these GTC.

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3. Nature of Our Role & Regulated Services

3 .1 The Company provides strategic consulting, project management and administrative support. It is not a law firm, CPA practice, immigration consultancy, securities dealer, real-estate brokerage or payroll bureau.

3 .2 Whenever an activity constitutes a Regulated Service, that activity will be delivered exclusively by an independent Licensed Provider engaged directly by the Client under a separate contract; the Company’s role is limited to scheduling, information flow and oversight.

3 .3 Before a Licensed Provider begins a Regulated Service the Company will give the Client, in writing:
    (a) the provider’s legal name and business address,
    (b) licence, bar, registry or membership number, and
    (c) the draft engagement or referral letter that the Client must sign.

3 .4 The Client acknowledges that professional liability for each Regulated Service rests solely with the Licensed Provider; the Company shall not be responsible for that provider’s acts, errors or omissions.

3 .5 Tasks flagged with the symbol ⚖️ in any SoW or Proposal are deemed Regulated Services.

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4. Client Responsibilities

The Client shall:

• provide accurate, complete and timely information;
• review deliverables and raise concerns within five (5) business days;
• execute all engagement letters required by Licensed Providers and
  supply KYC/AML documentation promptly;
• maintain any permits, licences and insurance necessary for its own operations.

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5. Fees, Expenses, Payment

1. Fees and billing milestones appear in the SoW / Quotation and are exclusive of taxes unless stated otherwise.
2. Invoices are due fourteen (14) days from date of issue. Overdue sums accrue interest at 1.5 % per month (18 % p.a.).
3. We may request an advance retainer and may suspend work for non-payment.
4. Out-of-pocket costs (e.g. courier, filing fees, approved travel) are billed at cost plus 5 % handling.

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6. Intellectual Property

1. We retain all IP rights in methods, templates and know-how developed prior to or outside the Agreement.
2. Upon full payment the Client receives a non-exclusive, non-transferable licence to use deliverables internally.
3. The Client may not resell or publish deliverables without written permission.

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7. Confidentiality & Data Protection

1. Each party must keep the other’s confidential information secret for five (5) years after project end, unless law requires disclosure.
2. We process personal data in accordance with applicable law and our Privacy Policy.
3. The Client authorises us to share necessary data with Licensed Providers and bound subcontractors.

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8. Compliance, KYC & Sanctions

1. The Client warrants that it is not subject to sanctions and that funds arise from lawful sources.
2. We conduct sanctions, PEP and identity screening; failure to pass or to supply documents entitles us to terminate immediately.
3. We do not accept cash payments.

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9. Warranties & Disclaimers

1. We warrant that Services will be performed with commercially reasonable skill and care.
2. Except as expressly stated, no other warranties-statutory or implied-are given.
3. We do not guarantee specific outcomes (e.g. visa issuance, financing success, regulatory approval).

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10 · Liability

1. The Company’s aggregate liability under an Agreement is limited to the lesser of (i) CAD 50,000 or (ii) the fees actually paid to us for that Agreement.
2. We are not liable for indirect, consequential or special loss, or for lost profits, revenue, data or goodwill.
3. We are not liable for the acts or omissions of any Licensed Provider or other third party.
4. Nothing limits liability that cannot by law be limited (e.g. fraud, intentional misconduct).

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11. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, provided it notifies the other party promptly and mitigates the impact.

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12. Termination

1. Either party may terminate for convenience on thirty (30) days’ written notice.
2. Either party may terminate immediately for material breach not cured within ten (10) days of notice.
3. Fees for work performed up to termination and non-cancellable costs remain payable.

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13. EU/EEA Consumers

If the Client is a consumer domiciled in the EU/EEA and contracts exclusively online, they have a 14-day withdrawal right under Directive 2011/83/EU. To exercise, send an unequivocal statement within that period. If the consumer requests that Services commence during the withdrawal period and Services are fully performed, the right of withdrawal is lost.

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14. Governing Law & Dispute Resolution

1. The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding the UN CISG.
2. The courts of Toronto, Ontario, Canada have exclusive jurisdiction.
3. Mandatory consumer-protection provisions of an EU consumer’s home country remain unaffected.
4. We are not obliged to participate in consumer arbitration (§ 36 VSBG, Germany). EU consumers may use the ODR platform: https://ec.europa.eu/consumers/odr.

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15. Amendments

We may update these GTC by posting a new version on our website. Changes apply only to Agreements concluded after the posting date, unless both parties agree otherwise in writing.

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16. Severability

If any provision is invalid or unenforceable, the remaining provisions remain in force. The invalid provision will be replaced by a valid one that best reflects the parties’ original intent.

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© 2025 InterGest Canada Inc. – All rights reserved.