Quebec Law
Tremblay Systems Integration Inc. contracts under Quebec law. Here is what that means in practice.
1.0 Governing Law
All contracts with Tremblay Systems Integration Inc. are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. Tremblay Systems Integration Inc. is federally incorporated under the Canada Business Corporations Act (CBCA, corporation no. 1787248-8) and registered in Québec (NEQ 1182075656). The CBCA is the primary statute governing TSI’s corporate obligations; Québec statutes such as the Loi sur la publicité légale des entreprises govern its Québec registration. Contract interpretation and obligations are governed by the Civil Code of Québec (C.c.Q.).
2.0 Language of Agreements
All Master Service Agreements (MSAs), Statements of Work (SOWs), and NDAs are produced in both English and French. Clients may elect to sign either version. Where both versions are signed and a conflict arises, the French version governs for matters regulated by Quebec law. For engagements with clients outside Quebec, the English version governs unless otherwise agreed. The self-serve subscription is presented in both languages on this website; for a subscriber established in Québec, the French version governs.
3.0 Privacy Legislation
Tremblay Systems Integration Inc. operates in compliance with two overlapping privacy frameworks: (1) Law 25, Québec’s Act to Modernize Legislative Provisions as Regards the Protection of Personal Information (Bill 64), which imposes strict obligations on data handling, breach reporting, and privacy by design for Quebec-based organizations; and (2) the federal Personal Information Protection and Electronic Documents Act (PIPEDA), which governs cross-provincial and international data transfers. Client engagement contracts define the applicable framework per engagement.
4.0 Dispute Resolution
In the event of a dispute, the parties agree to first attempt good-faith negotiation. If unresolved within 30 days, disputes arising from an engagement governed by an MSA are submitted to binding arbitration in the Province of Quebec, conducted in accordance with the arbitration rules agreed in that MSA; the preferred venue is Montreal, Quebec, the language of arbitration is English or French as agreed, and the parties expressly waive the right to a jury trial. Where no MSA has been signed, as with the self-serve subscription, no arbitration rules are agreed and no arbitration is imposed: disputes are brought before the courts of the Province of Quebec, judicial district of Montreal. Nothing on this page waives a right that the law does not allow to be waived; in particular, under section 11.1 of the Quebec Consumer Protection Act, an arbitration clause cannot be set up against a consumer.
5.0 Currency and Tax
All amounts in TSI contracts are denominated in Canadian dollars (CAD) unless explicitly stated otherwise. Applicable Quebec Sales Tax (QST) and Goods and Services Tax (GST) are charged on taxable supplies as required by law. Clients outside Canada are responsible for any applicable import, withholding, or destination-country taxes on cross-border service fees.
6.0 Liability Limitation
For an engagement, Tremblay Systems Integration Inc.’s contractual liability is limited to the fees paid for the specific deliverable in question, as defined in the applicable SOW, and the full limitation terms are set out in each executed MSA. For the self-serve subscription, where no SOW exists, liability is limited to the subscription fees paid over the twelve months preceding the event giving rise to the claim. Indirect, consequential, punitive, or speculative damages are excluded except in cases of gross negligence or intentional misconduct. Under article 1474 of the Civil Code of Québec, TSI cannot exclude or limit its liability for intentional or gross fault, nor for bodily or moral injury, and does not attempt to do so.
7.0 Force Majeure
Neither party is liable for delays caused by events beyond their reasonable control, including acts of nature, government action, infrastructure failure, or pandemic conditions. Force majeure events must be declared promptly in writing. If a force majeure event continues for more than 60 days, either party may terminate the applicable SOW without penalty under the terms of the MSA. Where no SOW exists, as with the self-serve subscription, either party may cancel under POL-07 and the cancellation takes effect at the end of the paid period.
8.0 Scope of the Offer and Consumer Protection
TSI’s services, including the self-serve subscription, are offered to businesses and organizations in Canada. They are not designed or priced for personal, family, or household use. Where a subscriber is nonetheless a consumer within the meaning of the Quebec Consumer Protection Act, the mandatory provisions of that Act apply to the contract and prevail over any conflicting term on this website, including its provisions on contracts entered into at a distance, on the cancellation of a contract of successive performance, and on the prohibition against setting up an arbitration clause against a consumer. TSI does not ask any subscriber to waive a right that Quebec law does not allow to be waived.