GENERAL TERMS AND CONDITIONS OF USE, SALE AND SERVICE FOR ATEK

Last updated: March 26, 2025

BETWEEN:

10007668 CANADA INC., doing business as ATEK, a legal entity duly incorporated under the Canada Business Corporations Act, with its head office at 240-5490 Boulevard Thimens, Saint-Laurent, Quebec, H4R 2K9, Canada

(hereinafter referred to as "ATEK")

AND:

The natural or legal person identified in the purchase order or accepted commercial proposal

(hereinafter referred to as the "Client")

PREAMBLE

WHEREAS ATEK is a provider of fully automated environmental monitoring solutions compliant with GxP standards, designed to be installed on environmental control equipment, including those intended for the storage and transport of biomedical, pharmaceutical, and biotechnological products;

WHEREAS ATEK also provides integration services, data management, and secure hosting for information collected by its sensors, as well as calibration services, preventive maintenance, 24/7 technical support, and software updates according to the service level chosen by the Client;

WHEREAS the Client wishes to acquire ATEK's products and/or services to meet its environmental monitoring needs;

WHEREAS the parties wish to establish the terms and conditions governing this business relationship;

THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

Within the framework of these general terms and conditions, the following terms have the meaning attributed to them below:

1.1. "Sensors" refers to the hardware devices sold by ATEK to the Client, including transmitters, probes, and other measurement equipment described in the commercial proposal.

1.2. "Platform" refers to the web application provided by ATEK allowing data consultation, alert configuration, and report generation.

1.3. "Equipment" refers to devices, installations, or systems belonging to the Client on which the Sensors are installed.

1.4. "Services" refers to all services provided by ATEK under the contract, including installation, configuration, technical support, hosting, maintenance, and assistance.

1.5. "Primary Administrator" refers to the person appointed by the Client as the main point of contact and technical manager for all Platform users.

1.6. "Group Administrators" refers to persons authorized to manage users and configurations for a specific group of Equipment.

1.7. "Users" refers to persons authorized by the Client to access and use the Platform according to different privilege levels.

1.8. "Data" refers to all information collected, generated, or processed by the Sensors and the Platform, including environmental measurements, alerts, reports, and activity logs.

1.9. "Installation Qualification" refers to the formal validation of the physical installation of the Sensors.

1.10. "Operational Qualification" refers to the formal validation of the proper functioning of the Sensors and their configuration in the Platform.

2. PURPOSE OF THE CONTRACT

2.1. These general terms and conditions are intended to define the terms according to which ATEK provides the Client with Sensors, access to the Platform, and associated Services.

2.2. Any order of products or services implies the full and complete acceptance of these general terms and conditions by the Client, who acknowledges having read them before placing an order.

2.3. These general terms and conditions prevail over any other general purchasing conditions of the Client, unless otherwise agreed in writing by ATEK.

3. SALE AND INSTALLATION OF SENSORS

3.1. Sale of Sensors

3.1.1. ATEK sells to the Client the Sensors described in the commercial proposal or purchase order accepted by the parties.

3.1.2. The Sensors are sold with a limited warranty according to the terms defined in Article 8 of these conditions.

3.2. Installation of Sensors

3.2.1. ATEK undertakes to install the Sensors on the Client's Equipment within a timeframe agreed upon between the parties, provided that the Client has fulfilled its prior obligations.

3.2.2. The installation includes the physical mounting of the Sensors, their electrical and network connections, as well as their initial configuration for communication with the Platform.

3.2.3. ATEK may use qualified subcontractors to perform the installation, in accordance with the provisions of Article 10 of these conditions.

3.2.4. The Client undertakes to provide ATEK with appropriate access to the premises and Equipment concerned, as well as all technical information necessary for the installation.

3.3. Qualification Protocol

3.3.1. The installation of the Sensors will be followed by a qualification procedure including:

  • Installation Qualification (IQ) verifying the compliance of the physical installation
  • Operational Qualification (OQ) verifying the proper functioning of the Sensors and their communication with the Platform

3.3.2. At the end of each qualification phase, ATEK will issue a certificate that the Client must sign to confirm acceptance.

3.3.3. Any reservation or non-compliance identified during the qualification process must be documented and resolved before proceeding to the next step.

3.4. Transfer of Ownership and Risks

3.4.1. The Sensors sold remain the exclusive property of ATEK until full payment of the price by the Client.

3.4.2. Notwithstanding this reservation of ownership, the risks of loss or deterioration of the Sensors are transferred to the Client upon their delivery on site.

3.4.3. The Client undertakes to insure the Sensors against all risks of loss, theft, or damage from their delivery.

4. PLATFORM AND HOSTING SERVICES

4.1. Access to the Platform

4.1.1. ATEK provides the Client with access to the Platform throughout the duration of the contract, allowing:

  • Real-time visualization of Sensor data
  • Configuration of alert thresholds and notifications
  • Generation of customizable reports
  • Management of users and their access rights

4.1.2. Access to the Platform is provided as an online service (SaaS) accessible via a compatible web browser, without requiring the installation of specific software on the Client's equipment.

4.1.3. ATEK will assign initial login credentials to the Client for the Primary Administrator, who will then be responsible for creating and managing the accounts of other users.

4.2. Data Hosting and Storage

4.2.1. ATEK ensures the hosting of Data collected by the Sensors on secure infrastructures located in Canada or in other jurisdictions offering an adequate level of data protection.

4.2.2. The Data is kept throughout the duration of the contract and up to sixty (60) days after its termination or expiration.

4.2.3. ATEK implements appropriate backup measures to prevent Data loss, including daily backups and disaster recovery procedures.

4.3. User Management

4.3.1. The Client is responsible for managing its users according to the following hierarchical structure:

  • The Primary Administrator, having all administration rights on the Client's account
  • Group Administrators, able to manage a subset of Equipment and users
  • Standard Users, having limited access rights defined by administrators

4.3.2. The Client undertakes to keep its user list up to date and to immediately deactivate the accounts of persons no longer needing access to the Platform.

4.3.3. The Client is fully responsible for all activities carried out with its users' credentials and must ensure that each user complies with these general terms and conditions.

5. TECHNICAL SUPPORT AND MAINTENANCE

5.1. Support Services

5.1.1. ATEK provides a technical support service according to the terms defined in the package subscribed to by the Client, which may include:

  • Telephone assistance during business hours
  • Support by email or via a ticket system
  • 24/7 emergency support for critical incidents

5.1.2. The Client can contact ATEK's technical support through the following channels:

5.1.3. Support requests are processed according to their priority level in accordance with the service levels defined in Article 6.

5.2. Preventive Maintenance

5.2.1. ATEK performs preventive maintenance of the Platform, including:

  • Installation of security updates
  • Performance optimization
  • Correction of identified anomalies
  • Continuous improvement of features

5.2.2. Scheduled maintenance operations that may cause a temporary interruption of service will be notified to the Client at least 48 hours in advance, except in case of emergency.

5.3. Corrective Maintenance

5.3.1. In case of malfunction of the Sensors or the Platform, ATEK undertakes to intervene according to the deadlines defined in the service levels in Article 6.

5.3.2. If a malfunction cannot be resolved remotely, ATEK may intervene on site according to the terms provided in the Client's package.

5.3.3. The replacement of defective Sensors is included in the warranty according to the conditions defined in Article 8.

5.4. Updates and Evolutions

5.4.1. ATEK regularly provides Platform updates including:

  • Bug fixes and security improvements
  • Performance optimizations
  • New features or improvements to existing features

5.4.2. These updates are deployed automatically and generally do not require Client intervention.

5.4.3. ATEK reserves the right to modify, add, or remove certain features of the Platform, provided that these modifications do not substantially affect the essential features subscribed to by the Client.

6. SERVICE LEVEL AGREEMENT (SLA)

6.1. Platform Availability

6.1.1. ATEK guarantees Platform availability of 99.9% on a monthly basis, excluding scheduled maintenance periods.

6.1.2. The availability calculation is performed according to the following formula:

Availability (%) = [(Total number of hours in the month - Downtime) / Total number of hours in the month] × 100

6.2. Incident Classification

6.2.1. Critical Incident: Complete Platform outage or essential functions affecting all users.

  • Initial response time: 30 minutes (24/7)
  • Resolution target: 4 hours

6.2.2. Major Incident: Malfunction affecting an important feature or a significant group of users.

  • Initial response time: 2 hours (during business hours)
  • Resolution target: 8 business hours

6.2.3. Standard Incident: Problem affecting a non-critical feature or a limited number of users.

  • Initial response time: 8 business hours
  • Resolution target: 48 business hours

6.2.4. Service Request: Question, request for information, or minor modification.

  • Initial response time: 24 business hours
  • Resolution target: 5 business days

6.3. Exclusions from Availability Calculation

6.3.1. The following events are expressly excluded from the availability calculation:

  • Scheduled maintenance periods, communicated at least 48 hours in advance
  • Interruptions due to factors beyond ATEK's reasonable control (extreme weather conditions, power outages, Internet service provider failures, etc.)
  • Interruptions resulting from misuse of the system by the Client
  • Downtime caused by unauthorized modifications of configurations by the Client
  • Slowdowns not constituting a complete unavailability of the service

6.4. Service Credits

6.4.1. In case of non-compliance with the monthly SLA of 99.9%, ATEK will grant the Client service credits according to the following scale:

  • Availability between 99.0% and 99.9%: credit of 5% of the monthly fees for the concerned service
  • Availability between 98.0% and 99.0%: credit of 10% of the monthly fees for the concerned service
  • Availability below 98.0%: credit of 15% of the monthly fees for the concerned service

6.4.2. To benefit from these credits, the Client must submit a written request within 15 days following the end of the month concerned, including the dates and times of unavailability observed.

6.4.3. These credits constitute the sole and exclusive remedy of the Client in case of non-compliance with service levels and cannot be converted into monetary refund.

6.4.4. The total amount of credits granted over a 12-month period may not exceed 20% of the annual service fees.

7. PRICE AND PAYMENT TERMS

7.1. Price

7.1.1. The prices of Sensors and Services are those indicated in the commercial proposal or purchase order accepted by the Client.

7.1.2. Unless otherwise stated, all prices are expressed exclusive of taxes, and applicable taxes will be added at the time of invoicing.

7.1.3. ATEK reserves the right to modify its rates at any time. These modifications will apply to new contracts or renewals, subject to notice in accordance with Article 19.2.

7.2. Payment Terms

7.2.1. For projects with a total amount exceeding $10,000:

  • 50% upon issuance of the purchase order
  • 30% at installation qualification
  • 20% at operational qualification

7.2.2. For projects under $10,000, full payment is due at operational qualification.

7.2.3. Recurring services (Platform subscriptions, maintenance, etc.) are billed annually in advance, unless otherwise specified in the contract.

7.3. Late Payments

7.3.1. Any amount not paid when due will automatically bear interest at the rate of 15% per year, calculated daily and compounded monthly, without the need for a reminder.

7.3.2. In case of payment delay exceeding 15 days, ATEK reserves the right to suspend access to the Platform and Services until full payment of the amounts due, without prejudice to any other recourse.

7.3.3. Reactivation fees after suspension for non-payment will be charged to the Client according to the current rate.

7.4. Financial Guarantees

7.4.1. ATEK may require, at its discretion, financial guarantees (security deposit, bank guarantee, etc.) before accepting an order or in case of deterioration of the Client's financial situation.

7.4.2. Failure to provide the requested guarantees may result in refusal of the order or suspension of Services.

8. WARRANTIES AND MAINTENANCE

8.1. Sensor Warranty

8.1.1. ATEK warrants that the Sensors are free from defects in materials and workmanship under normal conditions of use for a period of twelve (12) months from the date of installation.

8.1.2. The Client also benefits from a conditional lifetime warranty on the Sensors subject to compliance with the conditions defined in Article 8.3.

8.1.3. The warranty is limited, at ATEK's option, to the repair or replacement of defective Sensors, excluding any other compensation.

8.2. Warranty Exclusions

8.2.1. The following are expressly excluded from the warranty:

  • Damage resulting from inappropriate use, negligence, or accident
  • Damage caused by electrical variations, floods, fires, or other cases of force majeure
  • Defects resulting from unauthorized modifications or repair attempts by the Client
  • Normal wear and tear of the Sensors
  • Consumables and wear parts

8.2.2. The warranty is also excluded if the Client has not complied with the conditions of use and maintenance specified by ATEK.

8.3. Conditions of the Conditional Lifetime Warranty

8.3.1. To benefit from the conditional lifetime warranty, the Client must meet all of the following conditions:

  • Maintain an active service contract with ATEK for the Sensors concerned
  • Ensure that the Sensors remain connected to the ATEK Platform without interruption
  • Use the Sensors in accordance with their technical documentation and ATEK's recommendations
  • Not modify, repair, or alter the Sensors without ATEK's prior written authorization
  • Report any malfunction within 48 hours of its discovery

8.3.2. The conditional lifetime warranty covers only:

  • The replacement or repair of defective Sensors
  • Manufacturing or material defects
  • Malfunctions that do not result from inappropriate use

8.4. Warranty Procedure

8.4.1. To benefit from the warranty, the Client must:

  • Notify ATEK of the failure within the specified timeframes
  • Provide a precise description of the observed malfunction
  • Follow ATEK's instructions for preliminary diagnosis
  • Obtain a return authorization number (RMA) before shipping any Sensor to ATEK

8.4.2. ATEK undertakes to repair or replace Sensors under warranty within a reasonable time, generally less than 15 business days from receipt of the defective Sensor.

8.5. Platform Warranty

8.5.1. ATEK warrants that the Platform will function in accordance with its documentation throughout the duration of the contract, subject to the service levels defined in Article 6.

8.5.2. ATEK does not guarantee that the Platform will operate without interruption or error, but undertakes to correct anomalies according to the timeframes defined in the service levels.

8.5.3. This warranty is conditioned on the use of the Platform in accordance with its documentation and ATEK's instructions.

9. INTELLECTUAL PROPERTY AND DATA

9.1. ATEK's Intellectual Property

9.1.1. ATEK remains the holder of all intellectual property rights relating to the Sensors, the Platform, and any associated documentation.

9.1.2. The Client acquires only a limited, non-exclusive, and non-transferable right to use the Sensors and the Platform during the term of the contract.

9.1.3. The Client shall not:

  • Copy, modify, or create derivative works of the Sensors or the Platform
  • Reverse engineer, decompile, or disassemble the Sensors or the Platform
  • Remove, modify, or obscure ATEK's trademarks, logos, or proprietary notices
  • Use ATEK's intellectual property rights for unauthorized purposes

9.2. Ownership of Data

9.2.1. The Data collected by the Sensors and processed by the Platform belongs to the Client.

9.2.2. ATEK may use this Data only for the execution of the contract and to improve its services, in accordance with the provisions of Article 9.4.

9.2.3. ATEK undertakes not to disclose the Client's Data to third parties, except:

  • With the prior consent of the Client
  • Upon request from a judicial or administrative authority
  • As part of anonymized and aggregated processing for statistical purposes

9.3. Data Extraction and Retention

9.3.1. The Client can export its Data at any time during the term of the contract via the export features available in the Platform.

9.3.2. Upon expiration or termination of the contract, ATEK will retain the Client's Data for a period of sixty (60) days, during which the Client may request a copy of its Data according to the terms defined in Article 18.

9.3.3. After this sixty (60) day period, ATEK may permanently delete all Client Data without further notice.

9.4. Protection of Rights on Aggregated Data

9.4.1. The Client expressly grants ATEK the right to use, in an anonymized and aggregated manner, the Data collected via its systems and Sensors for:

  • Improvement of its products and services
  • Development of predictive algorithms and artificial intelligence models
  • Creation of sectoral benchmarks and performance indicators
  • Production of statistical studies and research
  • Development of new features and services
  • Training of machine learning models
  • Publication of sectoral reports and trend analyses

9.4.2. ATEK undertakes that any use of this aggregated Data will be carried out with respect for the Client's confidentiality and that the Data used will be sufficiently anonymized so that no confidential or sensitive information of the Client can be identified or traced.

9.4.3. Any publication or commercialization by ATEK of products or services developed from this aggregated Data will not require the prior authorization of the Client and will not give rise to any financial compensation for the Client.

9.4.4. This right to use aggregated Data will survive the termination or expiration of this contract for an indefinite period.

9.4.5. The Client certifies that it has all the necessary rights to grant this license of use to ATEK and that it has obtained, if applicable, the consents required by applicable law.

10. SUBCONTRACTING

10.1. Subcontracting Authorization

10.1.1. ATEK may, at its discretion, subcontract all or part of its obligations under this contract, including but not limited to, the installation of Sensors, system maintenance, data hosting, technical support, and software development.

10.1.2. The subcontracting rights granted to ATEK are limited to tasks that do not compromise the security of the Client's data or the essential quality of the services provided.

10.2. ATEK's Responsibility for its Subcontractors

10.2.1. ATEK remains fully responsible to the Client for the performance of all its obligations under this contract, including those entrusted to subcontractors.

10.2.2. ATEK guarantees that all its subcontractors will comply with the same standards of quality, security, and confidentiality that ATEK undertakes to respect under this contract.

10.2.3. Any act or omission of a subcontractor will be considered as an act or omission of ATEK for the purposes of this contract.

10.3. Confidentiality and Data Protection

10.3.1. ATEK undertakes to contractually impose on all its subcontractors confidentiality obligations at least as strict as those to which ATEK itself is subject under this contract.

10.3.2. ATEK will ensure that its subcontractors having access to the Client's data comply with all applicable legal and regulatory requirements regarding data protection.

10.4. Qualifications and Certifications of Subcontractors

10.4.1. ATEK undertakes to use only qualified subcontractors and, when relevant for the services concerned, certified according to applicable industry standards.

10.4.2. Upon reasonable request from the Client, ATEK will provide information on the qualifications, experience, and relevant certifications of its main subcontractors.

10.5. Right of Approval for Critical Subcontractors

10.5.1. For critical services directly affecting data security or system integrity, ATEK will inform the Client of the identity of the proposed subcontractors before their engagement.

10.5.2. The Client will have five (5) business days to communicate to ATEK any reasonable objection regarding a proposed subcontractor. ATEK will not reject these objections without valid reason and will endeavor to propose an acceptable alternative subcontractor.

10.5.3. The absence of response from the Client within the specified timeframe will be considered as acceptance of the proposed subcontractor.

11. CONFIDENTIALITY

11.1. Confidential Information

11.1.1. Confidential information is considered to be all information, regardless of its form, communicated by one party to the other in the context of the contract and designated as confidential or which, by its nature, should reasonably be considered confidential.

11.1.2. Confidential information includes, without limitation:

  • Trade secrets and strategic information
  • Client Data
  • Technical specifications of the Sensors and the Platform
  • Financial and commercial information
  • Information relating to customers, suppliers, and partners

11.2. Confidentiality Obligations

11.2.1. Each party undertakes to:

  • Maintain the confidentiality of confidential information received from the other party
  • Not disclose this information to third parties without the prior written agreement of the other party
  • Use this information only for the purposes of executing the contract
  • Limit access to this information to only those members of its staff who need to know

11.2.2. These confidentiality obligations do not apply to information that:

  • Was already known to the receiving party before its disclosure
  • Is or becomes publicly available through no fault of the receiving party
  • Is legitimately received from a third party not subject to a confidentiality obligation
  • Must be disclosed pursuant to a legal or regulatory obligation

11.3. Duration of Confidentiality Obligations

11.3.1. The confidentiality obligations remain in force throughout the duration of the contract and for a period of five (5) years after its expiration or termination.

11.3.2. For information considered as trade secrets by the disclosing party, the confidentiality obligations will remain in force as long as this information retains its status as a trade secret.

11.4. Return or Destruction of Confidential Information

11.4.1. Upon expiration or termination of the contract, or at the request of the disclosing party, the receiving party undertakes to:

  • Return or destroy, at the choice of the disclosing party, all confidential information received
  • Certify in writing this return or destruction at the request of the disclosing party

11.4.2. Notwithstanding the foregoing, the receiving party may retain copies of confidential information that are necessary to comply with its legal or regulatory obligations, subject to maintaining confidentiality obligations on these copies.

12. REGULATORY COMPLIANCE

12.1. Client Responsibilities

12.1. The Client acknowledges and accepts that it is solely responsible for ensuring that the use of the ATEK system complies with all regulations applicable to its activity, including GxP standards, FDA requirements, Health Canada requirements, or any other relevant regulatory authority.

12.2. ATEK provides compliance assistance tools, but does not guarantee the regulatory compliance of the Client's operations. The final validation of the system in the Client's regulatory environment is the sole responsibility of the latter.

12.3. The Client assumes full responsibility for the Data generated by the system and undertakes to maintain adequate backup procedures in compliance with the regulatory requirements of its industry.

12.4. The Client undertakes to establish and maintain standard operating procedures (SOPs) relating to the use of the ATEK system, in accordance with applicable regulatory requirements.

12.2. Compliance of ATEK Systems

12.5. Although ATEK designs its systems in compliance with ISO 17025, GAMP5, ISO 27001 standards and in alignment with the requirements of FDA 21 CFR Part 11 and Health Canada Guide 69, the Client remains responsible for validating this compliance in its specific context of use.

12.6. The Client undertakes to document any modification made to the system configuration that may affect its regulatory compliance and to inform ATEK of these modifications.

12.7. ATEK can, upon request and for additional fees, provide assistance with the validation and qualification of the system according to applicable standards, without transferring the final responsibility for compliance.

12.3. Regulatory Audits

12.8. The Client undertakes to inform ATEK as soon as possible of any planned or ongoing regulatory audit that could concern the systems or services provided by ATEK.

12.9. At the Client's request and for additional fees, ATEK can provide technical assistance during regulatory audits, including the provision of technical documentation and participation in meetings with auditors.

12.10. ATEK undertakes to cooperate reasonably with the Client to respond to observations or non-compliances identified during a regulatory audit concerning the systems or services provided by ATEK.

13. AUDIT PROCEDURE AND COMPLIANCE VERIFICATION

13.1. ATEK's Audit Right

13.1.1. ATEK reserves the right to perform, at its expense and with written notice of at least five (5) business days, periodic audits of the Client's facilities where ATEK's Sensors and systems are deployed in order to:

  • Verify the Client's compliance with the terms of this contract
  • Inspect the physical environment in which the Sensors are installed
  • Examine the Client's use of the Platform and ATEK's services
  • Assess the condition of the Sensors and equipment provided by ATEK

13.1.2. These audits may be conducted at most twice (2) per year during the Client's normal business hours, except in case of reasonable suspicion of serious non-compliance or imminent risk to the systems.

13.2. Audit Terms

13.2.1. Audits will be conducted by members of ATEK's staff or qualified third parties designated by ATEK, subject to appropriate confidentiality commitments.

13.2.2. The Client undertakes to cooperate reasonably with these audits, notably by:

  • Providing necessary access to relevant premises, systems, and personnel
  • Making available relevant documentation
  • Responding to auditors' questions within a reasonable timeframe

13.2.3. ATEK undertakes to conduct these audits in a manner that minimizes disruption to the Client's activities and respects the Client's reasonable security procedures.

13.3. Usage Reports and Incidents

13.3.1. ATEK may require the Client to periodically provide reports concerning:

  • The use of Sensors and the Platform
  • Incidents or anomalies observed
  • Modifications made to the environment that may affect the performance of ATEK systems

13.3.2. The Client is required to promptly report to ATEK any significant incident involving the Sensors or the Platform, including:

  1. Recurring technical failures
  2. Significant deviations in measurements
  3. Suspicions of tampering or unauthorized use
  4. Abnormal environmental conditions that may affect the Sensors

13.4. Corrective Measures

13.4.1. If an audit reveals non-compliance with the terms of the contract or ATEK's technical recommendations, ATEK will provide the Client with a report detailing the identified problems.

13.4.2. The Client shall, within thirty (30) days following receipt of the report, present to ATEK an action plan to remedy the identified non-compliances.

13.4.3. ATEK reserves the right to require the implementation of specific corrective measures when these are necessary to:

  • Ensure the security of the Sensors or the Platform
  • Preserve the integrity of the Data
  • Ensure the proper functioning of the system
  • Prevent any damage to the equipment

13.4.4. If the Client refuses or neglects to implement the necessary corrective measures within a reasonable time, ATEK may, at its discretion:

  • Suspend all or part of the services until the identified problems are resolved
  • Invoice additional fees for interventions made necessary by the Client's non-compliance
  • Terminate the contract in case of serious breach

13.5. Costs of Additional Audits

If an audit reveals significant non-compliance on the part of the Client, ATEK reserves the right to conduct more frequent follow-up audits at the Client's expense, until compliance is restored to ATEK's satisfaction.

14. PERIODIC SYSTEM VERIFICATIONS

14.1. Quarterly Verification Recommendation

14.1.1. It is recommended that the Client perform periodic verifications, at minimum on a quarterly basis, to ensure optimal system performance. These verifications are essential to maintain system integrity and ensure its continued reliability.

14.1.2. The Client undertakes to designate a person responsible for these periodic verifications and to maintain documentation of these verifications, accessible upon ATEK's request.

14.2. Elements to Verify and Required Actions

As part of these quarterly verifications, the Client shall notably:

14.2.1. User Management:

  • Remove inactive users or those who have left the organization
  • Verify access levels and privileges of each user
  • Ensure that user contact information is up to date

14.2.2. Event and Alert Management:

  • Process and annotate all pending events and alerts
  • Document measures taken in response to significant alerts
  • Verify that alert thresholds are still appropriate

14.2.3. Sensor Management:

  • Process inactive sensors (repair, put in maintenance, or archive)
  • Check the status of inhibited sensors and determine if they should be reactivated
  • Ensure that all sensors are correctly identified and located

14.2.4. Alert Protocol Verification:

  • Test the functioning of telephone numbers and email addresses used in alarm protocols
  • Ensure that all sensors are covered by appropriate inactivity and threshold protocols during all operating hours
  • Verify that escalation protocols are up to date and functional

14.2.5. Certificate Validation:

  • Ensure the validity of calibration certificates for all sensors
  • Schedule calibration of sensors whose certificates are expiring
  • Maintain a register of calibration and recertification dates

14.3. Verification Report

14.3.1. It is recommended that the Client produce a quarterly verification report summarizing actions taken and identifying any issues requiring ATEK's intervention.

14.3.2. Upon request, ATEK can provide a verification report template or offer a periodic verification service for additional fees.

14.4. Consequence of Non-Compliance

14.4.1. Although these verifications are recommended and not mandatory, ATEK wishes to emphasize that failure to follow these recommendations may lead to:

  • Progressive degradation of system performance
  • Increased risk of false alerts or absence of alerts in case of real problems
  • Difficulties in maintaining regulatory compliance
  • Potential increase in maintenance and support costs

14.4.2. ATEK reserves the right to invoice at the standard current rate any intervention made necessary by the absence of adequate periodic verifications.

15. LIMITATION OF LIABILITY

15.1. General Limitation of Liability

15.1.1. ATEK's total liability to the Client for any claim arising from or related to this contract, regardless of the form of action, whether contractual, tortious, or otherwise, is limited to the total amount of sums actually paid by the Client to ATEK during the twelve (12) months immediately preceding the event giving rise to the claim.

15.1.2. This limitation applies even if ATEK has been advised of the possibility of such damages and notwithstanding the failure of the essential purpose of any limited remedy.

15.2. Exclusion of Indirect Damages

15.2.1. In no event shall ATEK be liable to the Client or any third party for any indirect, incidental, consequential, punitive, or exemplary damages, including, but not limited to, loss of profits, loss of revenue, loss of business opportunities, loss of data, or business interruptions, even if ATEK has been advised of the possibility of such damages.

15.3. Specific Client Responsibilities

15.3.1. The Client acknowledges and accepts that it is solely responsible for:

  • The adequacy of ATEK's products and services to its specific needs
  • The accuracy and completeness of information provided to ATEK
  • The security and maintenance of its own systems and equipment
  • Implementing backup and disaster recovery procedures
  • Adequate training of its personnel in the use of ATEK's products and services
  • Appropriate use of the Sensors and the Platform in accordance with the provided documentation

15.4. Force Majeure

15.4.1. Neither party shall be held responsible for any delay or failure to perform resulting from circumstances or causes beyond its reasonable control, including, but not limited to:

  • Natural disasters (floods, earthquakes, storms, etc.)
  • Fires, explosions, or other disasters
  • Wars, acts of terrorism, riots, or civil disturbances
  • Pandemics, epidemics, or health crises
  • Major cyber attacks or widespread computer failures
  • Strikes, lockouts, or other labor disputes
  • Governmental acts, restrictions, or regulations
  • Major public utility or telecommunications outages

15.4.2. The party affected by a force majeure event shall:

  • Notify the other party in writing as soon as possible
  • Make all reasonable efforts to minimize the effects of the event
  • Resume performance of its obligations as soon as reasonably possible

16. INDEMNIFICATION

16.1. Indemnification by the Client

16.1.1. The Client undertakes to defend, indemnify, and hold ATEK harmless from any claim, lawsuit, damage, loss, liability, judgment, cost, or expense (including reasonable attorney fees) arising from or resulting from:

  • Any inappropriate or non-compliant use of the ATEK system by the Client or its users
  • Non-compliance by the Client with ATEK's recommendations regarding the configuration, installation, use, or maintenance of the Sensors or the Platform
  • Any third-party claim related to the use of ATEK's products or services by the Client
  • The Client's violation of its confidentiality obligations or ATEK's intellectual property rights
  • Any data loss, equipment damage, or other harm resulting from the Client's failure to comply with its obligations under this contract

16.2. Indemnification by ATEK

16.2.1. ATEK undertakes to defend, indemnify, and hold the Client harmless from any claim, lawsuit, damage, loss, liability, judgment, cost, or expense (including reasonable attorney fees) arising from or resulting from:

  • Any claim alleging that the Sensors or the Platform, used in accordance with this contract, violate the intellectual property rights of a third party
  • Gross negligence or willful misconduct of ATEK in the performance of its contractual obligations

16.2.2. This indemnification obligation is subject to the following conditions:

  • The Client must promptly notify ATEK in writing of any claim
  • The Client must allow ATEK to control the defense and settlement of the claim
  • The Client must reasonably cooperate with ATEK in the defense against the claim

16.2.3. If the Sensors or the Platform are the subject of an infringement action, or if ATEK believes that such action is likely, ATEK may, at its discretion and expense:

  • Obtain for the Client the right to continue using the Sensors or the Platform
  • Replace or modify the Sensors or the Platform so that they are no longer infringing
  • If neither of the above solutions is commercially reasonable, terminate the Client's right to use the Sensors or the Platform and refund the Client pro rata for prepaid fees for the remaining period of the contract

16.3. Survival of Indemnification Obligations

16.3.1. The parties' indemnification obligations under this Article will survive the termination or expiration of this contract.

17. NON-SOLICITATION

17.1. Non-Solicitation Commitment

17.1.1. During the term of this contract and for a period of twelve (12) months following its termination or expiration, regardless of the cause, the Client undertakes not to, directly or indirectly:

  • Solicit, recruit, hire, or attempt to hire any employee or subcontractor of ATEK with whom the Client has been in contact in the context of the execution of this contract
  • Encourage any employee or subcontractor of ATEK to terminate their relationship with ATEK
  • Assist a third party in any solicitation, recruitment, or hiring activity of an ATEK employee or subcontractor

17.2. Justification of the Commitment

17.2.1. The Client acknowledges that ATEK's employees and subcontractors possess valuable technical, commercial, and strategic knowledge concerning ATEK's products, services, and methodologies, and that the loss of these resources could cause significant harm to ATEK.

17.3. Liquidated Damages

17.3.1. In case of violation of this non-solicitation clause, the Client undertakes to pay ATEK, as liquidated damages and not as a penalty, an amount equivalent to twelve (12) months of gross remuneration (based on the last salary or remuneration rate) of each employee or subcontractor concerned, without prejudice to any other right or recourse that ATEK may have.

17.4. Survival of the Commitment

17.4.1. This non-solicitation clause will survive the termination or expiration of this contract for the duration specified in Article 17.1.1.

18. END OF CONTRACT PROCEDURE AND SERVICE TRANSITION

18.1. Equipment Status at the End of the Contract

18.1.1. Sensors acquired by the Client in accordance with this contract and fully paid for remain the definitive property of the Client after the expiration or termination of the contract.

18.1.2. Only equipment specifically identified as being leased, loaned, or temporarily provided by ATEK (if applicable and as listed in a separate annex), must be returned to ATEK within thirty (30) days following the effective end date of the contract.

18.1.3. In case of early termination of the contract, if the Sensors have not been fully paid for:

  • The Client can either settle the remaining balance to definitely acquire the Sensors
  • Or return the Sensors to ATEK, in which case payments already made will be retained by ATEK as compensation for depreciation and reconditioning costs

18.2. End of Platform Access

18.2.1. At the end of the contract, access to the ATEK Platform will be deactivated for all Client users within sixty (60) days, unless a new service contract is concluded.

18.2.2. During this sixty (60) day period, the Client will be responsible for retrieving and exporting all Data it wishes to retain.

18.3. Data Extraction and Transfer

18.3.1. During the thirty (30) days preceding the expiration of the contract or within thirty (30) days following its termination, the Client may request in writing that ATEK provide a copy of the Data stored on the Platform.

18.3.2. ATEK will provide this Data in a standard commonly used format (CSV, Excel, or another agreed format) for reasonable processing fees, unless this service is included in the Client's package.

18.3.3. After this thirty (30) day period following the end of the contract, and in the absence of a written request from the Client, ATEK may permanently delete all Client Data stored on the Platform, without possibility of subsequent recovery.

18.4. Transition Fees

18.4.1. If the Client wishes to migrate to another provider of similar services, the following fees may apply:

  • Data extraction and formatting fees
  • Fees for specific documentation required for migration
  • Consultation and transition assistance fees

18.4.2. These fees will be communicated to the Client upon request and must be paid before any provision of transition services.

18.5. Transition Period

18.5.1. At the Client's request and for additional fees, ATEK may continue to provide certain services during a transition period not exceeding three (3) months after the expiration or termination of the contract, to allow the Client to implement an alternative solution.

18.5.2. The conditions and fees applicable to this transition period will be agreed in writing between the parties before the expiration of the main contract.

18.5.3. During this transition period, these general terms and conditions will continue to apply, unless otherwise agreed in writing.

19. TERM AND RENEWAL OF THE CONTRACT

19.1. Initial Term

19.1.1. This contract takes effect on the date of signature by both parties and remains in force for an initial period of twelve (12) months, unless otherwise specified in the commercial proposal or purchase order accepted by the parties.

19.2. Automatic Renewal

19.2.1. This contract will automatically renew for successive periods of one (1) year, unless one of the parties notifies the other of its intention not to renew the contract, in writing, at least sixty (60) days before the expiration date of the current period.

19.2.2. In case of renewal, ATEK reserves the right to adjust its rates according to the following conditions:

  • Any rate modification will be communicated to the Client in writing at least ninety (90) days before the renewal date
  • The annual rate increase may not exceed 5% or the official inflation rate of Canada (according to the consumer price index), whichever is higher
  • For any increase above this threshold, ATEK must justify this increase by the addition of new features or substantial improvement of services

19.2.3. Upon receipt of a rate modification notification, the Client will have thirty (30) days to:

  • Accept the new rates for the renewal
  • Negotiate adjustments with ATEK
  • Notify ATEK of its intention not to renew the contract

20. TERMINATION

20.1. Termination for Convenience

20.1.1. The Client may terminate this contract at any time, with written notice to ATEK, but remains responsible for payment of all amounts due until the initially scheduled expiration date of the contract, without possibility of refund of amounts already paid.

20.2. Termination for Contractual Breach

20.2.1. Each party may terminate this contract in case of substantial breach by the other party of its obligations, if this breach is not remedied within thirty (30) days following receipt of a written notification detailing the nature of the breach.

20.2.2. In case of breach of payment obligations by the Client, ATEK may suspend its services and/or terminate the contract if payment is not made within fifteen (15) days following the sending of a formal notice.

20.3. Immediate Termination

20.3.1. ATEK may immediately terminate this contract, without notice or compensation, in the following cases:

  • Violation by the Client of ATEK's intellectual property rights
  • Fraudulent or abusive use of the Sensors or the Platform by the Client
  • Bankruptcy, liquidation, or insolvency of the Client

20.4. Consequences of Termination

20.4.1. In case of termination of the contract, regardless of the cause:

  • All amounts due to ATEK become immediately payable
  • Provisions relating to confidentiality, intellectual property, limitation of liability, and indemnification will survive termination
  • The Client must cease all use of the Platform on the effective date of termination
  • The parties must comply with the provisions of Article 18 concerning the end of contract and service transition

21. DATA PROTECTION AND CONFIDENTIALITY

21.1. Processing of Personal Data

21.1.1. ATEK undertakes to process all personal data in accordance with applicable laws and regulations regarding data protection, particularly the Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada.

21.1.2. ATEK acts as a processor for the processing of personal data for which the Client is responsible. As such, ATEK will process this data only according to the documented instructions of the Client and for the purposes of executing this contract.

21.1.3. ATEK will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including in particular:

  • Pseudonymization and encryption of personal data
  • Means to ensure the confidentiality, integrity, availability, and resilience of systems
  • Procedures to regularly test, analyze, and evaluate the effectiveness of technical and organizational measures

21.2. Confidentiality of Commercial Information

21.2.1. Each party undertakes to consider as confidential all information it may obtain from the other party in the context of the execution of this contract, including:

  • Trade secrets and strategic information
  • Technical information relating to products and services
  • Financial and commercial data
  • Client lists and customer information

21.2.2. The parties undertake to:

  • Not use this information for purposes other than the execution of this contract
  • Not disclose this information to third parties without the prior written agreement of the other party
  • Limit access to this information to personnel who need to know for the execution of the contract
  • Implement reasonable measures to protect this information against any unauthorized disclosure

21.3. Notification of Data Breaches

21.3.1. ATEK undertakes to notify the Client of any personal data breach within a maximum period of 72 hours after becoming aware of it.

21.3.2. The Client undertakes to immediately notify ATEK of any security breach or unauthorized disclosure of ATEK's confidential information of which it becomes aware.

21.4. International Data Transfer

21.4.1. ATEK undertakes not to transfer the personal data processed on behalf of the Client outside of Canada without the prior agreement of the Client and without putting in place the appropriate guarantees required by applicable law.

22. TRAINING AND COMPETENCY REQUIREMENTS

22.1. Training Obligations

22.1.1. The Client undertakes to have its designated users participate in the training sessions provided by ATEK in accordance with the chosen package.

22.1.2. The Client acknowledges that appropriate use of the ATEK system requires adequate training and undertakes to ensure that only users who have received this training will use the system.

22.2. Competency Requirements for Administrators

22.2.1. The Client undertakes to designate as Primary Administrator and Group Administrators only persons with appropriate technical skills, including:

  • An understanding of environmental monitoring principles
  • Basic knowledge of computer and networks
  • Familiarity with regulations applicable to the Client's industry

22.2.2. The Client is responsible for evaluating and documenting the competencies of its administrators before assigning them these roles.

22.3. Continuous Training

22.3.1. ATEK will make available continuous training resources via its online documentation and newsletters.

22.3.2. The Client undertakes to ensure that its users stay informed of system updates and new features by regularly consulting these resources.

22.3.3. In case of a major update to the Platform, ATEK may require that the Client's administrators complete additional training to keep their skills up to date.

22.4. Knowledge Transfer

22.4.1. The Client undertakes to establish an internal knowledge transfer process to ensure continuity of skills in case of personnel changes.

22.4.2. In case of replacement of a Primary Administrator or Group Administrator, the Client undertakes to inform ATEK as soon as possible and to ensure that the new administrator receives the necessary training.

23. MISCELLANEOUS PROVISIONS

23.1. Assignment and Subcontracting

23.1.1. The Client may not assign or transfer this contract, in whole or in part, without ATEK's prior written agreement.

23.1.2. ATEK may assign or transfer this contract, in whole or in part, to any entity that succeeds it or acquires all or a substantial part of its assets or business, subject to notification to the Client.

23.2. Contract Modification

23.2.1. Any modification to this contract must be made in writing and signed by authorized representatives of both parties.

23.2.2. ATEK reserves the right to modify these general terms and conditions, subject to a thirty (30) day notice before the entry into force of the modifications. If the Client does not accept these modifications, it may terminate the contract without penalty by providing written notice before the effective date of the modifications.

23.3. Waiver and Severability

23.3.1. The failure of a party to exercise a right or delay in exercising it does not constitute a waiver of that right and does not affect the other rights of that party.

23.3.2. If a provision of this contract is deemed invalid, illegal, or unenforceable by a competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, and the other provisions shall remain in full force.

23.4. Notifications

23.4.1. All notifications required under this contract must be made in writing and will be considered duly delivered if they are:

  • Delivered by hand
  • Sent by registered mail with acknowledgment of receipt
  • Transmitted by email with confirmation of receipt

23.4.2. Notifications must be sent to the addresses indicated in the commercial proposal or purchase order, or to any other address communicated in writing by one party to the other.

23.5. References

23.5.1. Unless written objection from the Client, ATEK is authorized to mention the Client's name in its commercial references and to use the Client's logo for this purpose, without this constituting any form of endorsement by the Client of ATEK's products or services.

23.6. Entire Agreement

23.6.1. This contract, including its annexes and the accepted commercial proposal or purchase order, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, proposals, and communications, whether oral or written.

23.7. Applicable Law and Jurisdiction

23.7.1. This contract is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to principles of conflicts of laws.

23.7.2. Any dispute arising from or relating to this contract will be submitted to confidential arbitration in accordance with the rules of the Canadian Commercial Arbitration Centre (CCAC). The arbitration will be held in Montreal, Quebec, and will be conducted in French by a single arbitrator.

23.7.3. Notwithstanding the foregoing, each party may seek an injunction or other emergency measure before any competent court to protect its intellectual property rights or prevent any irreparable harm.

24. SIGNATURES

I, the undersigned, acknowledge having read, understood, and accepted these general terms and conditions.

For ATEK (10007668 CANADA INC.):

Name and title of authorized signatory

Date:

For the Client:

Name and title of authorized signatory

Date: