Pelago

General Terms & Conditions

A. Introduction

  1. Acceptance of Customer and Agreement. After the Customer has submitted a completed Application to Pelago, Pelago may, in its discretion, accept the Customer as a customer of Pelago. The Application and these Terms and Conditions are a legal agreement between the Customer and Pelago and govern the Customer’s access and use of the Services provided by Pelago, including Services provided through the System. By accessing and using the Services, the Customer agrees to be bound by this Agreement, as well as any agreements and policies referred to in this Agreement that apply to the Customer.
  2. Definitions and Interpretation. All capitalized words in these Terms and Conditions shall have the meanings set out on Schedule “A” to these Terms and Conditions and the interpretation provisions set out on Schedule “A” to these Terms and Conditions shall apply, unless otherwise expressly provided.

B. Pelago’s services

  1. Types of Contracts. Subject to these Terms and Conditions and to the Customer’s agreement to pay to Pelagothe Charges, Pelago may enter into contracts with the Customer for the sale, purchase and delivery of currency (the “Contracts”). The Contracts may include without limitation, the following:
    1. A “Call Order,” being a Contract whereby Pelagoagrees to notify the Customer when a currency reaches the Rate specified in the Contract;
    2. A “Forward Contract,” being a Contract whereby the Customer agrees to buy or sell a currency at an agreed upon price, being the Rate specified in the Contract at an agreed upon Value Date that is not less than two (2) Business Days and not more than twelve (12) months after the Request is accepted by Pelago. At the Customer’s request, Pelago may permit the Customer to do a drawdown on a Forward Contract whereby Pelago buys or sells some or all of currency at the agreed upon prior to the Value Date (a “Drawdown”). The Customer must pay the Settlement Amount of a Forward Contract prior to the Value Date, in accordance with the provisions of Section D.3 and the Customer must accept delivery of currency purchased pursuant to a Forward Contract;
    3. A “Market Bid,” being a contract whereby Pelago agrees to either buy or sell currency, on the Customer’s behalf in the future, without further authorization from the Customer when the Rate reaches the rate specified in the Contract;
    4. A “Payment Contract,” being a Contract whereby Pelago agrees to make a payment to the Customer’s Beneficiary in the currency and amount specified in the Contract; and
    5. A “Spot Order Contract,” being a contract whereby Pelago agrees to buy or sell, on the Customer’s behalf, a currency in the amount and at the Rate set out in the Contract, with a Value Date that is not more than 2 Business Days after the Request is accepted by Pelago. The Customer must pay the Settlement Amount of a Spot Contract prior to the Value Date, in accordance with the provisions of Section D.3.

Where used herein. “Transaction” means a transaction made pursuant to a Call Order, Forward Contract, Market Bid, Payment Contract or Spot Order Contract, as applicable.

C. Entering into a contract with Pelago

  1. Quotes. The Customer may, by telephone or email to Pelago, request a quote for a proposed Transaction and Pelagomay, in its discretion, provide the Customer with a non-binding quote. The Customer may, depending on the rights granted to the Customer within the System, obtain a non-binding quote for a proposed Transaction from the System.
  2. Requests. The Customer may make a Request by telephone or email to Pelago(an “Offline Request”) or on the System (an “Online Request”). The Request constitutes an offer from the Customer to Pelago to enter into a Contract on the terms and conditions set out in the Agreement and in the Request. Pelago may, in its discretion, accept or reject the Request in whole or in part. Pelago shall not be obligated to respond to Requests within any particular time period or at all. If Pelago accepts a Request, a binding contract will be created between Pelago and the Customer. Pelago may communicate its acceptance of an Offline Request to the Customer by telephone or email. Pelago may communicate its acceptance of an Online Request to the Customer on the System. Pelago may, but shall not be obligated to send a Transaction Confirmation to the Customer.
  3. Notification of Errors. Where a Transaction Confirmation is provided to the Customer, the Customer must review the Transaction and notify Pelagoin writing of any errors or omissions immediately. The Customer agrees to notify Pelago immediately in writing or by phone followed by notice in writing if, within the knowledge of the Customer, there has been an error or omission in a Transaction, and at the latest, within 30 days of the date on which the error or omission occurred. If a Customer does not notify Pelago in writing within 30 days of the date on which the error or omission occurred, the Customer shall be deemed to have waived any right to make a claim against Pelago in respect of such error or omissions.
  4. Instructions. Pelago may accept and act upon instructions Pelago reasonably believes in good faith to be from the Customer or any Authorized Person without the need to make any further inquiry, whether or not those instructions are actually from the Customer or an Authorized Person. Where Pelago reasonably believes it needs to make inquiry of the Customer or Authorized Person in respect of any instructions, Pelago will not be responsible for any delays in making any payments pursuant to the Transaction where Pelago is unable to contact the Customer or Authorized Person, as applicable, after making reasonable efforts to do so.
  5. Charges. The Customer shall be liable to Pelago and shall pay to Pelago all Charges set out in the Contract and/or incurred by Pelago to provide the Services.
  6. Rate. The Rate specified in the Contract shall be the Rate set out in Transaction Confirmation or, where no Transaction Confirmation is sent to the Customer, at the rate communicated by Pelago to the Customer upon Pelago’s acceptance of the Request. With respect to Market Bids, while Pelago shall endeavor to achieve the Rate specified in the Contract, Pelago does not guarantee that Pelago will do so. With respect to Call Orders, Pelago shall endeavor to contact the Customer when the Rate specified in the Contract is reached but Pelago does not guarantee to do so.
  7. Trading Limit. Pelago may, in its discretion, impose a Trading Limit on a Customer. The Customer may request a change to the Trading Limit. Pelago may, in its discretion, make a change to such Trading Limit, whether in response to a request from the Customer or not.

D. Payments required from customer and payments made by Pelago

  1. Margin. Pelago may, in its discretion, require the Customer to provide a Margin and/or an additional Margin, in an amount determined by Pelago, in its discretion, for any Contract at any time before or after Pelago accepts the Request. If Pelago requires the Customer to provide a Margin, the Customer must provide the Margin or additional Margin, as applicable, in Cleared Funds by 16:00 hours Local Time on the next Business Day following the date on which the request was made. The Margin is non-refundable to the Customer and may, in Pelago’s discretion, be applied against the Settlement Amount on the Value Date.
  2. Security Interest in Margin. To secure the payment and performance of the Customer’s obligations to Pelagopursuant to the Agreement and any Contract, the Customer grants to Pelago by way of a mortgage, charge, assignment and transfer, a security interest in and to the Margin. The Customer shall not, without Pelago’s prior written consent, assign, mortgage, charge or otherwise dispose of, create a security interest in respect of or deal with the Customer’s right, title or interest in the Margin.
  3. Settlement Amount. The Customer shall pay to Pelagoin Cleared Funds the Settlement Amount, prior to the Value Date. With respect to Forward Contracts, if there is a Drawdown, the Customer must pay the Settlement Amount for the Drawdown prior to the Drawdown date. All payments by the Customer to Pelago, including payment of the Settlement Amount and any Margin, may be made by bank draft, wire transfer, direct debit, EFT or by such other payment methods as Pelago may designate from time to time. Pelago only accepts cheques or bank drafts which are drawn on an account held by the Customer.
  4. Payment by Pelago. Following Pelago’s receipt of Cleared Funds from the Customer for the Settlement Amount, the currency purchased shall be sent to the Beneficiary by such payment method designated by Pelago, in its discretion. It shall be the Customer’s responsibility to ensure that Pelagoreceives correct and complete payment information for the Beneficiary not less than 2 Business Days prior to the Value Date. Pelago will make reasonable commercial efforts to send payment on the Value Date, but Pelago does not guarantee the timing of any such payment. If, within the knowledge of the Customer, a bank draft, cheque or other payment instrument sent by Pelago to a Beneficiary is lost, stolen, or destroyed before it is negotiated, the Customer shall notify Pelago Pelago may, in its discretion, but shall not be obligated to issue a replacement instrument, subject to any conditions, including the provision of security, that Pelago determines, in its discretion.
  5. Customer’s Account. Monies received by Pelagofrom the Customer will be deposited and held in a bank account held by Pelago. This account is one in which money received from all of Pelago’s Customer is pooled and it is not an individually segregated account of the Customer. Notwithstanding the foregoing, Pelago may allocate means to the Customer in the System or otherwise and monies that are so allocated shall be referred to as, the “Customer’s Account.” Pelago may apply any monies in a Customer’s Account to any Charges due to Pelago at any time. Further Pelago may apply any monies in a Customer’s Account as a Margin, additional Margin or Settlement Amount of any Contract between Pelago and the Customer. The Customer may request a refund of the monies held in the Customer’s Account by notice in writing to Pelago. Upon receipt of a request and provided that there are no outstanding Contracts or Charges owing to Pelago, Pelago shall pay the monies to the Customer unless Pelago, in its discretion, otherwise determines.

E. Termination or amendment of contracts

  1. Termination or Amendment of Contracts by Customer. The Customer may not amend a Contract without Pelago’s prior written consent. The Customer may not terminate or rescind a Contract without Pelago’s prior consent, excepting only a Market Bid, which the Customer may terminate or amend at any time until the earlier of the following occurs: (i) the Rate specified in the Market Bid is achieved; or (ii) Pelago incurs a liability, including to Pelago’s counterparty, in respect of the Market Bid.
  2. Termination or Contracts and/or Agreement by Pelago. Pelago may terminate the Agreement and any Contract at any time by giving notice to the Customer, and without liability to the Customer except to account for monies received by Pelago, if:
    1. the Customer fails to make any payment payable to Pelago pursuant to the Agreement or a Contract on the date such payment is due, including, a Margin, additional Margin or Settlement Amount;
    2. any Person asserts a claim against any monies paid by the Customer to Pelago, including a Margin, additional Margin or Settlement Amount;
    3. the value of any Contract exceeds a Trading Limit;
    4. the Customer is in breach of any of the terms of the Agreement, a Contract, or any other agreement in place between Pelago and the Customer;
    5. Pelago terminates a Contract between Pelago and the Customer;
    6. any information provided by the Customer to Pelago’s, in Pelago’s reasonable determination, materially incorrect or misleading, or the Customer fails to provide Pelago with material information when required or requested to do so;
    7. Pelago suspects fraud;
    8. Pelago suspects that a Request was made by a Person other than the Customer or an Authorized Person;
    9. Pelago is required to do so on the instruction of any Governmental Authority (in which case Pelago may retain or otherwise deal with all or any of the Customer’s monies as Pelago is required to do so by such Governmental Authority);
    10. Pelago reasonably determines that performing the Contract may be contrary to any Law;
    11. the Customer becomes insolvent or commits an act of bankruptcy or becomes bankrupt or takes the benefit of any statute that may be in force for bankrupt or insolvent debtors, or becomes involved in voluntary winding-up proceedings, if applicable, or if a receiver shall be appointed for the business, property, affairs or revenues of the Customer;
    12. Pelago cannot perform the Contract for reasons directly attributable to circumstances beyond Pelago’s reasonable control;
    13. Pelago believes, in its discretion, that the Customer will be unable to fulfil the Customer’s obligations under the Agreement or any Contract;
    14. Pelago believes, in its discretion, that performing such transaction would result in a material adverse effect to the Customer or to Pelago; or
    15. Pelago believes, in its discretion, that there has been a material adverse change in the Customer’s financial condition.
  3. Termination for Convenience. Either Party may terminate the Agreement for any reason whatsoever by providing written notice to the other Party and such termination shall be effective upon the later of: (i) 2 Business Days from the provision of such notice; (ii) the date specified in the notice; or (iii) 1 Business Day after the latest Value Date of any Contract(s).
  4. Termination for Inactivity. Pelago may terminate this Agreement without notice to the Customer if there are no monies in the Customer’s Account and it has been more than 6 months since the Value Date of the last Contract between Pelago and the Customer.
  5. Effect of Termination. If Pelago terminates a Contract pursuant to Section E.2, such termination shall be in respect of that Contract only and not any other Contract or the Agreement, unless Pelago, in its discretion, elects to terminate such other Contract or the Agreement. Upon the termination of the Agreement, all Contracts shall be terminated effective as of the date of termination of the Agreement. If a Contract is terminated prior to the Value Date, Pelago may, in its discretion, reverse the Transaction by selling the currency to be purchased at the prevailing market rate, and the Customer shall be liable to and shall pay to Pelago all Losses incurred by Pelago to reverse the Transaction, including the Losses arising from the weakening of the currency to be purchased. Subject to the foregoing, termination of the Agreement or any Contract, for whatever cause, shall be without prejudice to the rights of either Party accrued prior thereto, including without limitation any right to payment of any sum, including, Charges or the Settlement Amount, and any right to sue in respect of any breach of the Agreement or any Contract. Upon the termination of the Agreement or any Contract, Pelago may, in its discretion, and without liability to the Customer, terminate the Right of Access and Use.

F. System

  1. Right of Access and Use. In consideration of the Customer agreeing to be bound by the Agreement and restating the Agreement each time the Customer accesses the System, Pelago grants to the Customer the right to access and use the System for the sole purpose of making Requests, including requests for non-binding quotes and performing the Transactions (the “Right of Access and Use”) . The Customer shall not assign, transfer, encumber or otherwise dispose of any or all of the Right of Access and Use. Pelago may suspend or terminate the Right of Access and Use at any time without notice or liability to the Customer. Termination of the Right of Access and Use shall be without prejudice to the rights of either Party accrued prior thereto. Customer agrees that acceptance of the System Terms of Service will be a pre-condition to use of the System.

G. Additional covenants, representations and warranties from customer

  1. As of the date of the Agreement and as of the date of each Request made by the Customer, the Customer covenants, represents and warrants in favour of Pelago that:
    1. The Customer, if an incorporated entity, is duly incorporated and existing in the jurisdiction of its incorporation or continuance, as applicable; has the necessary corporate power and capacity to execute, deliver, observe and perform its obligations under the Agreement and each Contract; all necessary corporate action has been taken by the Customer to authorize the execution, delivery, observance and performance of its obligations under the Agreement and each Contract;
    2. The Agreement and each Contract have been duly executed and delivered by the Customer and constitute valid, legal and binding obligations of the Customer enforceable against the Customer in accordance with their terms.
    3. The Customer, if an incorporated entity, is incorporated and existing under the laws of Canada or one of the provinces or territories of Canada. The Customer, if not an incorporated entity, is domiciled in Canada.
    4. Each Authorized Person has been and shall remain duly authorized by the Customer to act on behalf of the Customer and to bind the Customer in respect of the Services, including, execution of the Agreement, provision of Requests and instructions to Pelago and payment of amounts owing to Pelago under the Agreement and/or any Contract;
    5. Each Authorized Person and each Person for whom the Customer is responsible at law shall comply with the terms of the Agreement, any Contract and any restrictions or limitations imposed by Pelago on the use of the System;
    6. If the Customer is a Business Customer, all Requests made by the Customer are for commercial purposes and not for (i) personal, family or household purposes; or (ii) speculative or investment purposes;
    7. The Customer is acting on its own behalf and not on behalf of any other Person;
    8. All information provided by the Customer, to Pelago, including in the Application, any Request or otherwise, is complete and accurate in all respects, is not misleading and may be relied upon by Pelago. The Customer has not withheld any material information from Pelago and the Customer shall notify Pelago in writing of any material changes to the information provided to Pelago;
    9. The Customer is the legal and beneficial owner of the currency that the Customer wishes to sell and the same has not been obtained by any illegal means;
    10. The Customer has and will maintain in effect all necessary consents, authorizations and approvals to enter into the Agreement, any Contract and to perform its obligations thereunder;
    11. By making a Request, entering into a Contract or engaging Pelago to provide the Services, the Customer is not and will not be in breach of any Law;
    12. The Customer will not make use of the Services for any purpose that is contrary to or in breach of any Law;
    13. The Customer is making the Customer’s own decisions about entering into the Agreement and any Contract and the Customer is not relying on any communications from Pelagoas investment advice or as a recommendation to enter into a Contract and Pelago is not acting as a fiduciary or an adviser for the Customer in respect of any Contract;
    14. The Customer is capable of evaluating and understanding, and understands and accepts, the terms, conditions and risks of a Contract, including any legal, regulatory, tax, accounting or economic consequences arising from the Contract;
    15. The Customer is not an undischarged bankrupt;
    16. Neither the Customer nor its directors, officers, employees, if applicable, nor any Beneficiary, have been convicted of an offence under any Anti-Money Laundering Legislation or have been investigated by any Governmental Authority under any Anti-Money Laundering Legislation, for tax evasion or for fraud. The Customer shall notify Pelago in writing immediately if, within the knowledge of the Customer, any such conviction or investigation occurs. The Customer agrees to provide to Pelago any additional information required by any Governmental Authority, including any information required by Pelago to comply with the provisions of any Anti-Money Laundering Legislation; and
    17. Unless otherwise disclosed in writing to Pelago, none of the following individuals is a politically exposed foreign person, a politically exposed domestic person or a head of an international organization, as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada): (i) the Customer; (ii) any Authorized Person; (iii) the spouse, common-law spouse, child, mother or father of the Customer or of any Authorized Person; (iv) the mother or father of the spouse or common-law spouse of the Customer or any Authorized Person; (v) the child of the mother or father of the Customer or any Authorized Person; or (vi) any person that is closely associated, for personal or business reasons, with the Customer or any Authorized Person.
    18. If the Customer is a resident of Canada for the purposes of the Income Tax Act (Canada).
    19. The Customer, if an individual, has the requisite mental capacity to enter into this Agreement and to perform the Customer’s obligations hereunder. The Customer has not been found to be of unsound mind by a court.

      These representations are intended to survive the termination of the Agreement and any Contract, and shall be continuing representations upon which Pelago may rely and the Customer shall be deemed to make and affirm these warrantees and representations each time the Customer makes a Request.

H. Limitation of liability and indemnity

  1. Limitation of Pelago’s Liability The Customer releases: (i) Pelago; (ii) the officers, directors, shareholders, servants, agents, contractors and employees of Pelago; (iii) Pelago’s subsidiaries and the officers, directors, shareholders, servants, agents, contractors and employees of such subsidiaries; and (iv) the successors and assigns of Pelago and Pelago’s subsidiaries; (the entities referred to in (i) – (iv) above are referred to collectively as, the “Releasees”), from any Losses arising out of, or claimed to arise out of, the performance of the Services, excepting Losses arising from the breach of the Agreement or any Contract by Pelago or arising from the negligence or willful misconduct of Pelago or any Person for whom Pelago is responsible at law. Without limiting the generality of the foregoing, Pelago shall not be liable for any failure or delay in providing the Services which is caused or contributed to by any circumstance that is beyond Pelago’s reasonable control.Without limiting the generality of the foregoing, Pelago cannot guarantee the security of data transmitted electronically, including by email or on the System, and the transmission of information by electronic means is at the sole risk of the Customer. The Customer agrees not to commence or continue any action, claim, or process of any kind seeking to recover any of the Losses for which the Customer has provided a release pursuant to this Section H.1. It is further agreed that the total amount of all claims that the Customer may have against the Releasees under the Agreement, any Contract and/or arising from the performance or non-performance of the Services under any theory of law or equity, including claims for negligence, negligent misrepresentation and breach of contract and claims for consequential loss, injury or damage incurred by the Customer, including but not limited to loss of profits and loss of markets, shall be limited to the amount of the Charges received by Pelago from the Customer in respect of the Transaction. The Customer acknowledges and agrees that the limitation of Pelago’s liability contained in the Agreement is reasonable having regard to all relevant factors, including the nature and the cost of the Services provided and that the same takes into account an appropriate allocation of risk and liability.
  2. Indemnity from Customer. The Customer shall indemnify and hold harmless the Releasees from and against any Losses that are incurred or paid by the Releasees in any manner caused, in whole or in part, by reason of any act, error, omission or fault whether active or passive of the Customer or any Person for whom the Customer is responsible at law in connection with the Agreement, any Contract, a Transaction, the Services and/or the System, including: (i) any breach of the terms of the Agreement or a Contract; (ii) the Customer’s use of the System; and/or (iii) the Customer’s use of the Services. The Customer shall pay to Pelago on demand, the full amount of any Loss incurred by Pelago which the Customer has agreed to indemnify Pelago against pursuant to this Section H.2.

I. General

  1. Set-Off. Pelagois authorized, but shall not be obligated, at any time and without notice, to: (i) set off any amount that is owing or may be owing by the Customer under the Agreement, any Contract or otherwise against any amounts owing or that may be owing by Pelago to the Customer; and/or (ii) apply any monies that Pelago receives from the Customer, including a Margin, additional Margin or Settlement Amount or monies in the Customer’s Account in total or partial satisfaction of any amounts owing or that may be owing by the Customer to Pelago, including any Losses.
  2. Amendment of Terms and Conditions. Pelagomay amend the Terms and Conditions at any time. Pelago shall post the amended Terms and Conditions and indicate the effective date of the changes on Pelagoca/en-ca or shall send the amended Terms and Conditions to the Customer by other means, including by email or on the System. The date of the most recent changes to the Terms and Conditions is shown at the top of the Terms and Conditions. Continued use of the Services, including the System, by the Customer will be taken as an acknowledgement and agreement by the Customer to be bound by the Terms and Conditions. If the Customer does not agree to the amended Terms and Conditions, the Customer shall immediately cease using the Services and/or accessing the System.
  3. Confidential Information. The Customer shall at all times keep any information designated by Pelagoto be confidential, as confidential and shall not to disclose such information to any Person, other than as reasonably required during the ordinary conduct of its business or as required by Law to be disclosed.
  4. Call Recording. The Customer recognizes the need for clear records of any financial dealings between the Customer and Pelagoincluding the provision of verbal instructions and Requests. Pelago may, but is not obligated to record telephone calls with the Customer and/or an Authorized Person in order to maintain an independent and accurate record of the nature and content of communications related to the Requests, Services and/or Contract. Recordings may also be used for the purposes of quality assurance and training. Access to the recordings will be limited to those employees of Pelago who are directly involved in reviewing a Transaction that is the subject of the recording, or are involved with Pelago’s quality assurance and training programs. Copies of such recordings, if made, shall be made available to the Customer upon their written request, or as otherwise required by Law. Any disputes over the accuracy of a recording may be directed to Pelago. For more information about Pelago’s recording practices, or the personal information handling practices of Pelago, consult our Privacy Policy.
  5. Personal Information. The Customer consents to the disclosure of personal information about the Customer and/or Authorized Persons in accordance with Pelago’s Privacy Policy. Pelagoshall not collect, use or disclose personal information in a manner that is inconsistent with Pelago’s Privacy Policy. Pelago may amend its Privacy Policy at any time. In accordance with its Privacy Policy, Pelago may share personal information with third parties where required by law or for the purposes of processing the Application, including verification of the identification of the Customer and/or Authorized Persons.
  6. Regulatory Reporting. Pelagois required by Law to report certain information pertaining to the Contracts, including about Forward Contracts, and the Customer hereby consents and authorizes the disclosure of such information.
  7. Method of Payment by Pelago. Any payments to be made by Pelagoto the Customer or any Beneficiary shall be made by such payment method designated by Pelago, in its discretion.
  8. Third Party Services. The Services may be accessed or made available to the Customer through products or services (“Third-Party Services”) provided by Persons that Pelago does not control (“Third-Party Service Providers”). Such Third-Party Services shall be subject to the terms and conditions and privacy policies of the Third Party Service Providers. Pelago shall not be liable for the Customer’s use of and the performance of any Third-Party Service. All disputes arising from the Customer’s use of a Third-Party Service must be resolved with the Third-Party Service Provider, and not Pelago.
  9. Notices. Any notice or other communication, other than a Request, required to be given in writing under the Agreement or any Contract shall: (i) in the case of notices or other communications to be given by the Customer to Pelago, be delivered personally, sent by email to the Customer’s Pelagocontact, as set out in the Trade Confirmation; and (ii) in the case of notices or other communications to be given by Pelago to the Customer, be delivered on the System, personally, by registered mail or email to the Customer’s address set out in the Application. The Customer is responsible for notifying Pelago of any changes to such contact details and Pelago shall be entitled to serve notice on the Customer at the last known contact details that the Customer provided to Pelago for the purposes of the Agreement or any Contract. Any such notice or other communication shall be deemed to have been received: (i) if delivered personally, when left at the address; (ii) if sent by registered mail, on the third Business Day after posting; (iii) if sent by courier, on the date and at the time that the courier’s delivery receipt is signed; or (iv) if delivered by email or on the System, on the date such notice is sent.
  10. Execution and Delivery. The Application, Agreement, any Contract and any other document referred to herein shall be deemed to be validly executed and delivered when executed and delivered on the System, by hand delivery, regular mail, email, or such other method of delivery as Pelago may designate from time to time.
  11. No Waiver. Any failure or delay by Pelago to exercise any right, remedy, power or privilege under the Agreement or any Contract in a timely manner or at all, will not operate as a waiver of same. Any waiver made by Pelago must be in writing in order to be effective and will not constitute a waiver of any subsequent breach.
  12. Assignment. The Customer may not assign any of its rights and/or obligations under the Agreement or any Contract without the prior written consent of Pelago. Pelago may assign any or all of its rights and/or obligations under the Agreement or any Contract provided that Pelago shall provide notice in writing of the assignment to the Customer.
  13. Further Acts and Assurances. The Customer shall execute and deliver any additional documents and to perform any other acts necessary to give full force and effect to the terms of this Agreement.
  14. Entire Agreement. The Agreement and any Contract constitute the entire agreement between the Parties with respect to the Services and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, given by Pelago to the Customer, except as specifically set forth in the Agreement. In the event of conflict between the terms of the Agreement and any Contract, the terms of the Contract shall prevail to the extent of the conflict.
  15. Survival. Notwithstanding the expiry or termination of the Agreement or any Contract, all obligations of the Customer which either expressly or by their nature are to continue after the expiry or termination of the Agreement or Contract shall survive and remain in effect, including, without limitation, Articles D., F., G., H. and G.
  16. Severability. If any provision of the Agreement or any Contract is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent  jurisdiction from which no appeal exists or is taken, that provision will be severed from the Agreement or Contract, as applicable, and the remaining provisions will remain in full force and effect.
  17. Enurement. The Agreement and any Contract shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
  18. Terms Drawn up in English. It is the express wish of the Parties that the Agreement, including the Terms and Conditions, any Contract and any related documents be drawn up in English.
  19. Governing Law. The Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Customer agrees to the non-exclusive jurisdiction of the courts of the Province of British Columbia.