Terms and Conditions for Services

Confidential Information

UpCounting will use all reasonable and appropriate care to protect your confidential information using commercially reasonable administrative, technical, and physical safeguards commensurate with information sensitivity. UpCounting will not disclose it unless required by law. By signing the Agreement Letter, you authorize the disclosures described in this section.

“Confidential Information” means

1. information contained in your internal financial and business records,
2. information reported on your tax return, and
3. other information concerning you that is marked “confidential” or otherwise identified as “confidential” in writing at the time of disclosure.

Confidential information does not include information that

1. is or becomes publicly available or generally known to persons without breach of our obligations under this section, or
2. is received by us after the termination of the Agreement Letter;
3. is received from a third party without restriction; or
4. is independently developed with neither reference to nor dependence on the Confidential Information itself.

As the Client, you authorize UpCounting to disclose your confidential information to our employees, third-party contractors, and subcontractors solely as necessary to provide our services and perform our obligations towards you. Such disclosures include, without limitation:

1. those disclosures authorized by the section titled Amendments, Waivers and Consents below;
2. those made through cloud service providers/platforms, sub-processors, data warehouse, and cross-border transfers; and
3. those subject to confidentiality obligations no less protective than those in this Agreement, and where applicable, GLBA and US state laws, or for EU data subjects, the GDPR and other relevant pan-European legislation;

Data Protection, Privacy, Information Sharing Process & Cross‑Border Transfers

Personal Data Legislation

To the extent that either party collects and/or processes Client or third party personal data, each party commits to ensure that the personal data is only for purposes related to the performance of this Engagement, to carry out its obligations pursuant to this Agreement and/or other legitimate business purposes, so long as (to the extent that either party is the data assignor) they are predicated on and consistent with the legal bases as stipulated by:

• Quebec Law 25 – namely the Act Respecting the Protection of Personal Information in the Private Sector - for Quebec and PIPEDA (for Canadian operations);
• GLBA, where applicable (for American/U.S-based Clients);
• where applicable, U.S. state privacy laws (CCPA/CPRA, Virginia, Colorado, Connecticut, Utah);
• pan-European Legislation on Data Protection - GDPR, where applicable to EU data subjects;

Quebec Law 25 Prevalence

To the extent that UpCounting processes Client’s or third-party personal data, Quebec’s Law 25 prevails as the governing legislation independently and pursuant to the provisions set out in the sub-section Cross-Border Transfers below. In the event that Client’s or a third party’s jurisdictional legislative personal data protection framework may demand stricter protections or provisions, Client agrees to negotiate each such instance separately, should it be raised by the Client to UpCounting as a going concern, on a case-by-case and good-faith basis.

Consents & Approvals

To the extent that personal data is disclosed by either party pursuant to this Engagement, such party represents and warrants that it:

1. has obtained the appropriate consents from the other, or as the case may be, third parties; or
2. is otherwise legally entitled to provide and permit the processing of the personal data;

for the purposes of effectively meeting its obligations under this Engagement.

Personal Data Security

Both Parties shall comply with all applicable laws, regulations and industry standards relating to the privacy, confidentiality or security of personal data (under the prevalence of those legal bases as stipulated by the relevant Data Protection legislation), and shall, reasonably within their abilities, maintain commercially reasonable administrative, technical, and physical standards, safeguards and other security measures appropriate to the sensitivity of the data processed, with a view to:

1. ensure the security and confidentiality of personal data;
2. protect against any anticipated threats/hazards to the security/integrity of personal data;
3. protect against any actual or suspected unauthorized processing, loss, use, disclosure, or acquisition of or access to any personal data.

Personal Data Publication

In the isolated event that any research, report, or data is to be published as a result of this Agreement, both parties agree that such document, to the extent that it contains any personal data:

1. must be reviewed and approved by the Parties in writing via email prior to publication;
2. remains compliant with Quebec or any other pertinent (as the case may be) jurisdictional legislation pertaining to personal data protection; and
3. have acquired and secured the relevant consents and approvals from those parties, including third parties, whose personal data forms a part or the entirety of such publication.

Cross‑Border Transfers

The Client hereby acknowledges and consents that its data (including personal data of EU data subjects, if applicable) may be transferred to, stored in, and processed in Canada and other jurisdictions where UpCounting or its sub-processors operate, subject to the governing laws of Quebec, but pursuant, as the case may be, to the limitations stipulated in:

1. sub-clause Quebec Law 25 Prevalence above;
2. clause Confidential Information above;
3. sub-clause Data Residency procedures within the Use of Artificial Intelligence and Automated Processing clause below; and
4. clause Amendments, Waivers and Consents below.
   1. [EU Clients] While processing shall remain subject to the governing laws of Quebec and the data safeguards outlined herein, such transfers are legally grounded upon the European Commission's Adequacy Decision regarding Canadian Privacy Law (PIPEDA / Quebec Law 25).

Data Retention & Deletion

Upon termination, UpCounting will retain Client data for 12 months. Upon written erasure or return requests – primarily those invoking GDPR Article 17 (Right to Erasure / Right to be Forgotten) - UpCounting will cease processing, delete or return Client data respectively, except archival backups:

1. required by law and/or statutory legal obligations;
2. necessary for liability defense obligations; and/or
3. maintained for professional standards/compliance purposes (tax compliance audit windows).

Client Image and Logo Usage

The Client grants UpCounting permission, tantamount to a non-exclusive, revocable license to use the Client's name, logo, and any images or materials available for marketing and promotional purposes. This may include displaying the Client’s logo and materials on UpCounting's website, social media, and in presentations or sales documents. The Client may withdraw this permission by providing 30 days’ written notice. No confidential or financial information will be used without the Client’s prior written consent.

Data Warehouse Access & Processing

Scope of Processing

The Client acknowledges that UpCounting utilizes a proprietary internal data warehouse (the "Data Warehouse"), hosted on secure enterprise-grade infrastructure, to streamline the delivery of Services by:

1. extracting raw financial transaction data, which is then;
2. stored and processed internally by the Firm’s proprietary software to
3. generate accounting journal entries and financial deliverables.

This processing is essential for the accuracy and efficiency of UpCounting’s professional work product. UpCounting will maintain commercially reasonable safeguards for the data warehouse.

Authorization and Data Access

By entering into this Agreement, the Client expressly authorizes UpCounting to:

1. Establish Direct Integrations by directly connecting to the Client’s third-party marketplace and eCommerce or financial platforms (e.g., Shopify, Amazon, etc.) via API or other direct integration methods to extract, store, and process relevant transactional data;
2. Grant Credentials by providing and maintaining the necessary administrative permissions within the Client’s platform settings to facilitate these direct data pulls and expedite transformation of such data into accounting journal entries and related work product output;
3. Meet GDPR Lawful Basis thresholds for data processing to the extent that the Client, through the provisions in this section, explicitly instructs UpCounting to connect the Client’s marketplace data (Shopify, Amazon) to UpCounting’s proprietary data warehouse.

Data Security, Confidentiality, Warranties & Representations

UpCounting represents that the Data Warehouse employs reliable, industry-standard security protocols to protect the integrity and confidentiality of Client data. All data processed within this system is treated as "Confidential Information" under the above provision of this Engagement and is used solely for the purpose of providing the Services.

Data Retention and Offboarding

• Retention: UpCounting shall retain Client transactional data within the Data Warehouse only for as long as is necessary to provide the Services or as required by applicable professional standards and legal regulations.
• Termination: Upon the termination of this Agreement and completion of the final handover (the "Offboarding"), UpCounting shall:

Intellectual Property (“IP”)

Definition of Intellectual Property. For the purposes of this Engagement, "Intellectual Property" (hereinafter “IP”) refers to any composition, work of authorship, software, computer program (including, without limitation, all source and object codes, algorithms, architectures, structures, display screens, layouts, and development tools), database, screenshots, avatars, characters, scenarios, storylines, technology, product, device, technique, discovery, method, process, procedure, design, plans, drawings, writings, brochures, website content, sales and advertising literature, marketing materials, mask work, patent, invention, copyrightable material, and other intellectual property.

UpCounting Intellectual Property

All professional methodologies, templates, reporting frameworks, dashboards, proprietary software, internal data warehouse systems (including logic, transformation scripts and integrations), proprietary tools, workflows and work papers developed or used by UpCounting in the performance of the Services are and shall remain UpCounting’s sole and exclusive property. For the avoidance of doubt, UpCounting retention of ownership thus extends beyond mere non‑confidential insights, anonymized or generalized work and general know‑how they produced.

Client Data and Deliverables

The Client retains all ownership rights to its raw financial data and marketplace transaction information. Upon full payment of all fees, while UpCounting retains all rights, title, and interest in its internal UpCounting assets as set out in the previous sub-clause (UpCounting Property), UpCounting undertakes to grant the Client a non-exclusive perpetual license to use these deliverables in their final form only (e.g., financial reports and journal entries) for internal business purposes only, proscribing, disclaiming, and implying no transfer of ownership thereof to the Client.

Moral Rights Waiver

To the extent permitted under the Copyright Act (Canada), and where jurisdictional laws and regulations wherein UpCounting renders its services to the Client are consistent with Canadian legislation respecting the same, and similar international statutes, UpCounting personnel waive their moral rights in the work product in favor of the Client’s permitted licensed use, provided that the Client does not alter or misrepresent UpCounting’s professional output therein.

Restrictions on Licensed Use

Any subsequent usage of UpCounting’s completed final form/draft of work product and/or deliverables, or derivations thereof delivered and submitted to the Client that:

1. is beyond the scope of this Engagement Agreement; and/or
2. does not constitute a mere re-usage or minimal modification or reformulation of the final work product/deliverable itself;

will require UpCounting’s written approval.

Feedback and Improvements

Any suggestions, enhancements, or feedback provided by the Client regarding UpCounting’s proprietary tools or methodologies shall be owned exclusively by UpCounting, and the Client hereby assigns all rights in such feedback to UpCounting without further compensation.

Use of Artificial Intelligence and Automated Processing

Disclosure & Transparency

UpCounting utilizes third-party artificial intelligence ("AI") tools and automated processing technologies to enhance the efficiency and accuracy of our bookkeeping deliverables, including data entry, categorization, and financial reporting.

Consent

By signing this Agreement engaging UpCounting’s services, the Client expressly consents to UpCounting’s use of AI tools to process the Client’s financial data and personal or pertinent business information to effectively deliver the Services.

Professional Oversight (Non-Delegation)

Notwithstanding the use of AI, UpCounting maintains a "human-in-the-loop" protocol. Our AI-assisted work product is subject to rigorous review and verification by UpCounting’s qualified professionals. UpCounting assumes ultimate professional responsibility for final deliverables and maintains strict best industry practices and professional standards by not delegating professional judgment or final decision-making authority to AI systems.

Data Privacy

Law 25 Compliance

All AI tools used by UpCounting are vetted for compliance with Quebec’s Law 25. Client data is processed within secure, enterprise-grade environments where data is not used to train public AI models. Upon request, UpCounting will provide the Client with information regarding the categories of personal information processed by AI and the logic involved in any automated decision-making.

GDPR EU AI Act Compliance

UpCounting undertakes that in compliance and in recognition of the EU AI Act’s strict guidelines, the Client’s standard commercial consent is sufficient so long as UpCounting only deploys AI:

1. underpinned by the GDPR’s internal efficiency lawful basis;
2. primarily for ledger entry processing, transaction data sorting etc.; and
3. not for high-risk biometric tracking or automated profiling that impacts human rights standards.

Data Residency

The Client acknowledges that certain AI service providers may process data in jurisdictions outside of Quebec. UpCounting conducts Privacy Impact Assessments (PIAs) on such transfers to ensure a level of protection equivalent to Quebec standards.

Document Production and Testimony

If UpCounting is authorized by the Client, or compelled by regulatory statute or court order, to produce any documents or files or to make UpCounting’s personnel or the personnel of a third party available to appear as witnesses in any proceeding to which UpCounting is not a party but which relates in any way to UpCounting’s services to the Client or relating to the Client’s affairs, the Client agrees to reimburse UpCounting for UpCounting’s professional time and expenses, as well as the reasonable fees and out-of-pocket expenses, inclusive of UpCounting’s counsel, incurred in responding to such requests including but not limited to hourly rates, testimony obligations and/or summons/process service/subpoena response etc., pursuant or pertinent to the Services.

This obligation survives termination of the Agreement, provided UpCounting was not a party to the proceeding or the subject of the investigation, and is subject to UpCounting’s duty of professional confidentiality under Quebec law unless disclosure is legally compelled.

Electronic Communications

UpCounting Services Inc. puts security of information as a high priority. Unfortunately, full security of electronic information, whether through email, cloud‐based sharing and hosting applications, portals, data analytic tools, and helpdesk / ticketing support applications, can neither be ensured nor guaranteed as error-free.

Despite our efforts, the data could be infected, intercepted, or corrupted. The Client therefore acknowledges that electronic communications and cloud-based platforms involve inherent risks and agrees that neither party has full control over the performance, operation, reliability, availability, or security of these electronic transmission methods.

UpCounting offers our clients various platforms to securely exchange client-sensitive data, which may require additional user terms and conditions that will be made available to you – our Clients - prior to the use of such platform. You hereby agree that you will be bound by and comply with any and all user terms and conditions made available with respect to the platforms. If you are concerned about the security of particular information, please contact us to discuss alternative arrangements.

Third Party Platform Communication

As communicated in Appendices A and B, UpCounting relies on third-party platforms, software and integrations to deliver the Services. Client acknowledges that UpCounting does not control the performance, availability, security, or reliability of any of these platforms.

Nevertheless, UpCounting shall employ commercially reasonable security measures and encryption where appropriate, but shall not be responsible for system failures, outages, downtime, service interruptions, or data loss or corruption, nor can it be held liable for damages resulting from disclosure, interception, security breaches, unauthorized access, cyber-attacks or API failures or integration errors arising from or occurring through messaging platforms and/or third‑party systems not controlled or managed by UpCounting but used to deliver the Services, if such had occurred in spite of UpCounting’s best reasonable efforts to protect the confidentiality of Client’s data.

Email Communication

As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we at UpCounting cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

Formal Notices

Email Communication

Pursuant to and in accordance with the Communications clause in Appendix B, all formal notices required under this Agreement shall be in writing and delivered via email to the addresses specified in the Signature Block. Notices shall be deemed received upon the sender receiving a "read receipt" or a manual acknowledgement from the recipient.

Slack

While operational communications via Slack or other instant messaging platforms shall be valid for daily operations, they shall not constitute formal legal notice for purposes of termination, amendment, or breach, unless followed by an email confirmation to the designated legal contact.

Legal Notices

While this electronic consent serves as formal acceptance to conduct transactions and receive legal notices electronically, for the avoidance of doubt, in all cases, formal legal notices may also be sent by email, registered mail, courier, other written method with delivery confirmation, or bailiff.

No Solicitation

Restriction

During this Engagement Agreement’s term and for a period of twelve (12) months following its termination, the Client shall not, directly or indirectly, solicit for employment, hire, or engage as an independent contractor any UpCounting employee or subcontractor involved in providing the Services.

Standard of Conduct

This restriction applies to any person employed or engaged by UpCounting at any time during the six (6) months prior to such solicitation or hire. This clause does not prohibit the Client from hiring individuals who respond to general, public advertisements not specifically targeted at UpCounting’s personnel.

Equitable Relief

The Client acknowledges that a breach of this section would cause irreparable harm to UpCounting’s operations and proprietary methodologies. Accordingly, UpCounting shall be entitled to seek injunctive relief and/or liquidated damages equal to a placement fee of no less than 30% of any employee’s annualized compensation as dispensed by UpCounting and applicable to any breach. This is processed to offset recruitment and retraining costs.

Limitations, Representations & Warranties

Client Responsibilities

All decisions and actions based on any materials or deliverables prepared by UpCounting pursuant to and in accordance with the entirety of this Engagement, Appendices inclusive, remain solely the responsibility of the Client. Client remains solely responsible for:

1. the accuracy, completeness, and integrity of all of its accounting records and supporting information provided, non-exclusive;
2. timely access to systems, documents, and personnel;
3. reviewing and approving all reports before external use;
4. management decisions and actions based on UpCounting’s deliverables;

Work Product Limitation

1. UpCounting’s role is to compile and analyze information provided by the Client and to offer commentary and insights to assist management’s decision-making;
2. The work product from this engagement will consist of verbal and written comments and observations and the review of and suggestions regarding the Client’s internal documents. In some cases, such documents may be initially drafted by UpCounting personnel for the Client’s management’s consideration.
3. All deliverables prepared by UpCounting are in draft format and subject to management review and approval.

Warranties & Representations

Pursuant to and in accordance with the entirety of this Engagement, Appendices inclusive, and unless otherwise specifically, explicitly and/or expressly stated and approved by UpCounting in writing, UpCounting makes no representation, warranty, or guarantee that projected outcomes will be achieved. The Client agrees that UpCounting shall not be liable for any loss, damage, or claim arising from the use of, or reliance upon, such forecasts or analyses.

Disclaimers

Management Responsibility Disclaimer

1. UpCounting will provide advisory services only and will not perform any management functions or make any management decisions;
2. The Client management will be responsible for reviewing and making ultimate decisions with respect to approval, modification, acceptance, and use of such documents;

Deliverable Use No-Reliance Disclaimer

1. Client acknowledges that all budgets, forecasts, and financial models are management tools based on assumptions/estimates provided or approved by the Client;
2. UpCounting will not be liable for any reliance placed on projections or recommendations beyond their intended internal purpose
3. Third Party Reliance: All CFO reports, models, and forecasts are intended for internal management use only and are not to be shared with or distributed to investors, lenders, or other third parties without UpCounting’s prior written consent.

Guarantee/Forecasts Disclaimer

1. Guarantee: UpCounting does not guarantee the achievement of any projected results, financial targets, or business outcomes;
2. Forecasts: Forecasts and models are inherently uncertain and depend on factors outside UpCounting’s control, including market conditions, client execution, and data accuracy.

Assurance Disclaimer

Our Services are purely a finance outsource in nature and cannot be relied upon to:

1. constitute an assurance engagement;
2. audit, validate, reconcile inventory quantities or costing assumptions beyond data provided;
3. audit, review, or verify any underlying data;
4. disclose or detect irregularities, fraud, illegal acts or errors (however, UpCounting will inform the Client of any such matters should they come to UpCounting’s attention in the performance of our Services);
5. issue, express or imply an opinion or certification in connection with this engagement.

Billing & Payment Obligations

UpCounting fees and expenses will be billed monthly in advance of the month’s performable services/work, which the monthly bill encompasses, or upon completion of our work unless an alternate arrangement has been confirmed in writing by all parties. All invoices shall be due and payable when rendered. Payments of invoices must be made within thirty (30) calendar days of issue for UpCounting to continue service. There may be situations that warrant an alternative billing arrangement as a condition of our engagement. If we believe this is the case, we will discuss the situation with you.

Invoice Revision

Each invoice is payable upon receipt within the timeframe outlined above. If the Client believes that an invoice is incorrect and/or wishes to dispute any invoice, the Client must notify UpCounting within fifteen (15) days of receipt of the invoice.

Late Payments and Remedies

UpCounting reserves the right to:

1. charge the Client late fees;
2. require reimbursement of collection costs (including reasonable legal fees incurred to recover outstanding balances); without limiting
3. set-off rights;
4. enforcement of service suspension;
5. withholding of access to deliverables; and/or
6. revocation of integrations with the Client's platforms;

all without liability for any resulting business disruption, on any invoice that is not paid within 30 days of the invoice date and as described in Appendix B, and for which no reasonable invoice revision has been adequately filed by the Client.

Post-Payment Window Interest

After the elapsation of the thirty (30) day period within which payment is due, any invoice outstanding for more than fifteen (15) days thereafter, and for which no reasonable invoice revision has been adequately filed by the Client, shall automatically bear interest at a rate of 1.5% per month (18% per annum), calculated daily from the due date. All fees are non-refundable and exclusive of applicable taxes.

Suspension or Termination of Services

Client Default

If the Client breaches any material provisions or underlying obligations in this Engagement, and fails to cure any of the following breaches within seven (7) days of receiving written notice of the default, namely, but not exclusively, if the Client fails to provide:

1. payment of our invoices on a timely basis; or
2. required information/data or access;

Then, we reserve the right to suspend or terminate the performance of our services until:

1. the account is paid in full;
2. Client has made other payment arrangements satisfactory to us; or
3. Client has provided us with the information/data and access, within regulatory bounds, necessary for us to effectively fulfil our obligations towards the Client.

UpCounting Discretion

Furthermore, UpCounting may also terminate this Agreement Letter upon written notice:

1. if we determine that our continued performance would result in a violation of law;
2. for regulatory or ethical requirements and/or concerns;
3. due to applicable professional or ethical standards;
4. our client acceptance or retention standards; or
5. other KYC or AML concerns.

Termination Without Cause

You may terminate the Agreement Letter at any time by giving written notice of not less than 30 days. Subject to any restrictions imposed by applicable professional standards, we may terminate our services at any time without cause upon written notice to you in not less than thirty (30) days.

Survival of Obligations

Termination for any reason by either the Client or UpCounting will not affect the Client’s obligation to pay UpCounting for outstanding fees for Services rendered and expenses incurred prior to and up to the effective date of termination, or any other obligation the Client agreed to in signing the Engagement Letter. In accordance with the Billing terms, UpCounting reserves the right to immediately suspend all Services, disconnect data warehouse integrations, and withhold final deliverables if the Client fails to cure a payment default or material breach within the specified notice period.

Survival Provisions of Agreement

The following sections survive any termination or expiration of this Agreement: Billing & Payment Obligations, Document Production and Testimony, Suspension or Termination of Services, Intellectual Property, Confidential Information, Data Protection, Privacy, Information Sharing Process & Cross‑Border Transfers, No Solicitation, Disclaimers, Successor Accountant Cooperation, Dispute Resolution Mechanism, Choice of Law and Venue, Limitation of Liability, Indemnification, this Survival Provisions section, and any other provisions that by their nature should survive. After termination, UpCounting has no further obligation to provide services, and the Client has no obligation to pay for services performed after termination. The Confidential Information and Data Protection obligations survive for two (2) years following termination or for as long as UpCounting retains possession of Client Data, whichever is longer.

Successor Accountant Cooperation

Upon termination of this Agreement and full payment of all outstanding invoices, UpCounting shall reasonably cooperate with the Client to facilitate an orderly transfer and handover of accounting records to successor professionals. This cooperation is limited to providing standard financial exports (e.g., trial balances, general ledgers, and final deliverables) and revoking UpCounting's administrative access to the Client's third-party platforms and internal Data Warehouse integrations. UpCounting shall not be required to transfer its proprietary work papers, internal methodologies, or data warehouse logic. Any transition assistance requiring custom data extraction or professional time exceeding two (2) hours shall be billed to the Client at UpCounting’s then-current hourly rates and must be prepaid.

Dispute Resolution Mechanism (DRM)

Mediation

We believe that most disagreements can be resolved to mutual satisfaction in a friendly, amicable, non-threatening environment. While neither of us expects there to be any problems with this relationship, misunderstandings may nonetheless occur.

Therefore, both you and UpCounting Services Inc. agree that any dispute arising under this agreement (including the scope, nature and quality of services performed, the fees charged and any other terms of this engagement) shall be subject to the following escalation timeline. For the purposes of this Section, both parties shall be referred to as the “Disputing Parties” or “Disputing Party” where appropriate.

1Good Faith Negotiations

If a party wishes to invoke the dispute procedure specified in this clause, it shall as soon as reasonably practicable notify the other party’s liaison/contact, immediate superiors, or highest ranked signatories, and include in such notice all relevant details such as nature and extent of the disputed matter (the "Dispute").

If a party escalates a Dispute, it shall record for the benefit of the next level all relevant details including what is agreed and what is not agreed concerning the Dispute. Following a notification of a Dispute the Parties shall consult in good faith to try to resolve the Dispute through meeting and/or good faith negotiations.

2Mediation

If neither party is able to resolve the dispute in a manner that is mutually satisfactory within five (5) business days of the initial escalation, then the Dispute will be referred to Mediation before either party initiates litigation of any kind against the other party.

An impartial third party acceptable to both parties shall be appointed to mediate. Both parties shall pay an equal percentage of the mediator’s fees and expenses. The mediation shall be confidential in all respects as allowed or required by law.

3Arbitration Fallback

If agreement is not reached through Mediation as set out above within five (5) business days, then either party may refer the dispute to arbitration before either party initiates litigation of any kind against the other party. If not resolved within thirty (30) days, either party may pursue litigation in accordance with the Choice of Law and Venue clause.

4Contractual Continuation

Notwithstanding that a dispute may have been referred to either this DRM or, failing that, arbitration and/or the courts, both parties shall proceed with any Contractual obligations unconnected to the dispute until final settlement of the dispute in order to avoid any lasting, irreparable, or permanent damage to either party.

Choice of Law and Venue

This Agreement:

1. constitutes a commercial, business-to-business transaction; and
2. shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada, without regard to its conflict of laws or rules.

Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the Province of Quebec, Canada, and the parties hereby irrevocably submit to the jurisdiction of such courts.

Jury Trials

As Quebec courts do not convene juries for civil disputes, both parties waive any right to a jury trial. This clause applies regardless of the Client’s jurisdiction, save and except for mandatory, non-waivable statutory data privacy enforcement actions brought by regulatory authorities within the Client's local jurisdiction (e.g., EU supervisory authorities under GDPR) solely and exclusively regarding local data subject processing.

Collection Mechanisms

Notwithstanding the foregoing, UpCounting reserves the exclusive, unilateral right to initiate legal proceedings against the Client for the recovery of outstanding fees or unpaid invoices within any court of competent jurisdiction where the Client is incorporated, resides, or holds assets.

Opportunity to Cure

In the event we fail to meet our obligations under the Agreement Letter, you agree to notify us in writing and provide us with the opportunity to re-perform the services.

Limitation of Liability

Maximum Cap

In recognition of the relative risks of this engagement agreement to you and to us, both our respective parties agree on the fair allocation of risk between us. As such, to the fullest extent permitted by law, you agree to strictly limit the liability of our firm to you for any and all claims, losses, costs and damages of any nature whatsoever so that the total aggregate liability of UpCounting, its employees, functionaries, representatives, officers, contractors and subcontractors to you shall not exceed an amount equal to the total fees paid by you for services rendered under this agreement in the twelve (12) months immediately preceding the event giving rise to liability. You and our firm intend and agree that this limitation applies to any and all liability or cause of action against our firm, for any and all claims, losses, or damages, however alleged or arising out of or related to this Engagement - whether in contract, tort (including negligence) or otherwise - however alleged or arising, unless otherwise prohibited by law.

Data Warehouse Super Cap (Carve-Out)

Notwithstanding the previous section, if a claim arises directly from a data breach, unauthorized access, or catastrophic data loss occurring within UpCounting’s internal Data Warehouse, UpCounting’s maximum aggregate liability shall be subject to an elevated cap equal to two times (2x) the General Liability Cap. This Super Cap represents the Client's sole and exclusive financial remedy for data-related incidents.

Exclusion of Damages

In no event shall either party be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, loss of data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.

Third-Party Platforms and AI

UpCounting shall not be held liable for any errors, data breaches, or service interruptions, inherent technical anomalies or failures caused by reliance on:

1. third-party software vendors (e.g., QuickBooks, Shopify);
2. client‑provided data
3. automated AI tools;

provided UpCounting maintained its standard professional oversight and human review protocols.

Gross Negligence Exception

Pursuant to the Civil Code of Quebec, nothing in this section shall exclude or limit UpCounting’s liability for intentional fault, gross negligence, or bodily injury.

Indemnification

Client Indemnity

The Client shall indemnify, and hold UpCounting, its affiliates, and their respective personnel harmless from and against any third-party claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees dispensed by UpCounting to a third party in settlement of a claim or dispute) arising out of or resulting from:

1. any material breach of this Agreement by the Client or any claim resultant therefrom;
2. the inaccuracy, illegality, or incompleteness of any financial data, records, or source documentation provided by the Client;
3. unauthorized reliance by third parties; and/or
4. any Client misconduct or violation of applicable tax, marketplace, or e-commerce regulations (including sales tax nexus and EU-equivalent compliance obligations) by the Client's business operations.

UpCounting Indemnity

Subject to the limitations set forth in the Limitation of Liability, Confidentiality, Data Protection, Privacy, Information Sharing Process & Cross‑Border Transfers, Data Warehouse Access and Processing, Electronic Communications, Third Party Platform Communication and Email Communication clauses of this Engagement, UpCounting shall indemnify and hold harmless the Client from third-party claims arising directly from UpCounting’s intentional fault, gross negligence (faute lourde) or unauthorized third-party disclosure of the Client’s Confidential Information caused directly by UpCounting’s internal systems where it can be demonstrably proven that UpCounting has not deployed the best industry standards to maintain Client information security.

Additional Actions by UpCounting

Without prejudice to UpCounting’s other rights under the terms set out in these Terms and Conditions, including but not limited to those enumerated in the Suspension and Termination of Services clause, in the event that Client breaches these Terms in any way, UpCounting may take such action as UpCounting deems appropriate to deal with the breach, including without limitation:

1. suspending the Client’s access to the Services;
2. prohibiting the Client from accessing the Services.

Indemnification Process

In the event of a third-party claim subject to indemnification under this Section, both parties shall adhere to the following procedure:

Notice: The indemnified party must promptly notify the indemnifying party in writing of the claim. A delay in notification will only relieve the indemnifying party of its obligations to the extent that the delay materially prejudices the defense of the claim.

Control of Defense: The indemnifying party shall have the right to assume sole control over the defense, selection of legal counsel, and settlement of the claim at its own expense.

Settlement Restrictions: The indemnifying party shall not enter into any settlement that admits fault, imposes financial liability, or creates any ongoing obligation on the indemnified party without that party's prior written consent.

Cooperation: The indemnified party shall provide all reasonable assistance, information, and documentation requested by the indemnifying party to facilitate the defense, at the indemnifying party’s expense.

Force Majeure

Excused Performance

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement, as a result of a Force Majeure Event, except for Client payment obligations that are active or continue to be active until such date as the Force Majeure event is deemed to have arisen.

A Force Majeure Event shall mean:

1. an exceptional event or circumstance beyond the control of the Party giving notice of the same;
2. which such Party could not reasonably have foreseen or provided against before entering into the Engagement;
3. which, having arisen, such Party could not reasonably have avoided or overcome; and
4. which is not substantially attributable to the other Party; and
5. which prevents the observance or performance by the Party giving notice thereof of any one or more of its obligations under this Agreement.

Types of Force Majeure

A Force Majeure Event may include, but are not limited to:

1. acts of God, fire, storm, flood, earthquake, other natural disasters;
2. explosion or accident;
3. pandemics, epidemics, or public health emergencies;
4. strikes, lockouts, or labor disputes;
5. acts of any government whether national, municipal or otherwise, or any agency thereof;
6. trade embargoes or border closures;
7. transportation embargoes or delays in transportation;
8. acts of a public enemy, war, insurrection, sabotage;
9. systemic internet outages, major cyber-attacks, grid failures, or third-party platform disruptions (e.g., critical AWS, Google Cloud, or Shopify outages).

Notice

If a Force Majeure Event occurs, the affected Party so prevented from fulfilling, observing or performing its obligations under this engagement may, by prompt notification in writing via email to the other Party specifying the triggering event’s circumstances in detail including without limitation its nature and anticipated duration, suspend its duty so to fulfill, observe or perform.

Mitigation

The affected party shall use commercially reasonable efforts to mitigate the impact of the event and resume performance as soon as practicable.

Expiration

If, when and to the extent that the Force Majeure Event ceases to cause such prevention, then such suspension of duty to fulfill, observe or perform shall automatically cease.

Termination

In the event that:

1. more than ninety (90) consecutive days have elapsed after the notice in writing initiating the suspension; and
2. the Force Majeure Event has not wholly ceased to cause such prevention; then

either Party may give notice in writing to the other to terminate this Engagement immediately upon written notice via email, without penalty or liability, subject to the payment of all fees accrued for Services rendered prior to the onset of the event.

Amendments, Waivers and Consents

Amendments and Modifications

Engagement Letter (Appendices A, A.1, and B)

The specific business terms set forth in an Engagement Letter (including core Scope of Work and Fees) may only be amended, modified, or varied by the mutual written agreement of both parties, except as provided in the Annual Pricing Review and Adjustments and Scope Adjustment sections of Appendix B.

Terms and Conditions (Appendix C)

a) Right to update: UpCounting reserves the right to modify or update these Terms and Conditions from time to time to reflect operational, legal, or regulatory changes.

b) Client Notice: UpCounting will provide Client with at least thirty (30) days’ written notice by email prior to any material changes taking effect.

c) Continued Use = Implied Acceptance: Client’s continued receipt or use of the Services following the effective date of such updated Terms and Conditions shall constitute Client’s binding acceptance thereof.

d) Client Rejection: If Client objects to any material modification, Client may terminate the Agreement in accordance with the termination provisions set forth herein, by written notice to UpCounting before the effective date of the update.

Electronic Scope Change

Notwithstanding the previous sub-clause, and in accordance with the Billing & Payment Obligations in this Appendix C and the Billing and Payment terms detailed in Appendix B, the scope of Services and corresponding fees may be adjusted or expanded through mutual written agreement via email or by the Client’s electronic acceptance of a revised statement of work or digital invoice authorization.

Electronic Formal Notices

In compliance with the Formal Notices clause in these T&Cs, operational changes or requests communicated through Slack or other instant messaging platforms shall not constitute a binding amendment to this Agreement unless confirmed in an executed writing or email exchange.

Waivers

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall be deemed to construe a waiver of that right, or any other right. A waiver of any breach of a provision of this Agreement shall not be construed as a continuing waiver of any subsequent breach. Any valid waiver must be in writing and signed by the waiving party.

Consents

Except where expressly stated otherwise in this Agreement, any consent or approval required from a party may be granted or withheld at that party's sole discretion and must be delivered via email or in an executed writing to be legally effective.

Entire Agreement

The Engagement Letter, Appendices A, A.1 and B, and these terms and conditions (Appendix C), incorporated by reference and made a part hereof, constitute and represent the entire agreement between you – the Client - and UpCounting for the provision of the services herein. The Agreement Letter supersedes any and all contemporaneous or prior representations, understandings or agreements, both written and oral between the parties with respect and relating to this engagement. You – the Client - and UpCounting both intend and agree that this Agreement Letter should be treated as a fully integrated contract under Quebec law and may only be amended in accordance with the Amendments and Modifications clause of these Terms and Conditions.

Language of Agreement

Express Request Formula

The parties hereto acknowledge that they have expressly requested that this Bookkeeping Engagement Agreement, the Engagement Letter, and all related appendices, invoices, and notices be drawn up and executed exclusively in the English language.

Cross Border Transaction

The Parties further expressly acknowledge this Agreement constitutes a cross-border commercial transaction and agree that the English language version of this Agreement shall be the sole controlling and prevailing version. Any translations provided or generated for convenience shall have no legal force or effect in the interpretation of this contract.

Langue de l'Accord

Formule de Demande Expresse

Les parties aux présentes reconnaissent avoir expressément exigé que la présente Convention de Services de Tenue de Livres, la Lettre de Mission ainsi que tous les Appendices, factures et avis qui y sont rattachés soient rédigés et exécutés exclusivement en langue anglaise.

Transaction Transfrontalière

Les parties reconnaissent en outre expressément que la présente Convention constitue une transaction commerciale transfrontalière et conviennent que la version anglaise de cette Convention constitue la seule version faisant foi et prévalant en cas de divergence. Toute traduction fournie ou générée pour des raisons de commodité n’aura aucune valeur juridique ni aucun effet sur l’interprétation du présent contrat.