General Terms and conditions

Effective date: September 8th, 2025

 

1. General

1.1. These general terms and conditions (the “Terms and Conditions”) apply to any service offering, order, purchase order, PO, including the service agreement (the “Agreement”) for the provision of market research or related services (the “Services”), issued or accepted by Leger Marketing Inc., including its affiliates, Cube AI Inc., Leger USA Inc., and Leger Marketing Alberta Inc. (“Leger”), and by the client (the “Client”), collectively referred to as the “Parties.”

1.2. All Services performed by Leger shall be in accordance with all generally accepted professional industry standards and practices, including but not limited to those established by the Canadian Research Insights Council (CRIC), the Insights Association, and ESOMAR.

1.3. An Agreement issued by Leger and transmitted to the Client shall be deemed irrevocably approved by the Client upon the Client’s explicit instructions to proceed. By requesting that Leger commence the services following receipt of the Agreement, the Client agrees to be bound by the terms of the Agreement. This provision is intended to streamline the initiation and continuation of services hereunder, without prejudice to the rights or remedies of either party under this Agreement or applicable law.

 

2. Price and Payment

2.1. Quotes prepared by Leger are valid for a period of ninety (90) days from the date of issuance, or thirty (30) days if the quote is provided in a foreign currency.

2.2. Unless otherwise agreed in writing by the Parties, the fees agreed upon in the Agreement—whether prepaid or not—shall remain fixed and applicable for one (1) year following the effective date of the Agreement, being the date of Client’s approval, whether provided in writing or by commencement of the project. After this period, Leger reserves the right to revise fees for Services not yet rendered. Any revisions will be made in good faith, reasonably, and based on objective business factors such as changes in costs, the economic environment, or operational requirements.

2.3. Any changes to the specifications, scope, or terms of performance of the Services must be agreed upon in writing by the Parties and may result in an adjustment to pricing and timelines.

2.4. Service fees shall be as set forth in the quote or the Agreement. Unless stated otherwise, all quoted prices exclude any required taxes or duties, as applicable.

2.5. Additional travel costs, research expenses or the purchase of visuals (i.e. incentives, facility rental, purchase of visuals from image banks, etc.) incurred by Leger, which are not included in the price quoted, shall be reimbursed to Leger by Client upon invoice. Claims for costs and expenses will be approved by Client in advance.

2.6. Leger reserves the right to adjust prices, with the Client’s prior written consent, to reflect increased costs due to circumstances beyond Leger’s control, including but not limited to Client requests to change delivery dates, quantities, specifications, scope, delays caused by the Client, the Client’s failure to provide complete and accurate information or instructions, or changes in applicable law.

2.7. Unless otherwise agreed in writing, invoicing terms shall be: 67% when contract is granted and 33% when deliverables are submitted. For long-term studies, Leger will define project phases and invoice at the start of each phase. Leger reserves the right to require full advance payment.

2.8. Except as expressly provided otherwise in the Agreement, all invoices issued by Leger are payable in full within thirty (30) days of receipt. Late payments will incur interest at a rate of 2% per month.

2.9. Payments shall be made in the currency specified in the Agreement.

2.10. If the Client postpones the Services, Leger will invoice the Client for all unrecoverable or non-cancellable costs incurred at the time of postponement notice.

 

3. Media Purchases

3.1. Where media purchases, namely, the acquisition of advertising space across various channels and platforms, are part of the Services, such purchases are billable and must be paid in advance of campaign launch. By default, these purchases shall be made using a payment method provided by the Client (e.g., credit card or pre-authorized payment arrangement). The Client is responsible for ensuring this method remains valid and active throughout the media campaign. If Leger uses its own payment method, an administrative fee of five percent (5%) of the total media spend will apply.

3.2. The cost of programmatic media purchases, an automated method of purchasing online advertising space, includes media purchase fees. Platform-specific, technology license, and data visualization tool charges may be invoiced separately, depending on the requirements of the project.

3.3. Unless expressly stated in the Agreement, the transfer of platform or account management created by Leger (including those used for advertising campaign management or media placement data visualization) is not included in the proposed pricing and will incur additional fees payable by the Client.

 

4. Client Involvement

4.1. The Client commits to make available the personnel necessary for the successful completion of the project. It is understood that the Client will actively participate in the validation of each element required as part of the Services. It is essential for project governance and adherence to budgets and schedules that an internal project lead be identified as the Client’s point of contact. All communications and decisions shall be channeled through this project manager and presented by this person. Feedback and approvals must be provided in a timely manner. An unreasonably long validation delay may impact project timelines.

4.2. In the event Client wishes to make a survey invitation available to individuals through a general public solicitation, including but not limited to posting an invitation link on Client’s social media platform, Client agrees that Leger shall have no liability for any fraudulent or duplicate respondents sourced through such channels. In addition, Client shall be solely liable for any reward or incentive costs due to such individuals.

 

5. Subcontracting and Compliance

5.1. Leger may, where appropriate, subcontract work in regard to Services to one of its approved suppliers or to an affiliate. Leger remains fully responsible for the performance of these Services and compliance with contractual obligations, regardless of whether this work is performed by an approved supplier or an affiliate.

5.2. Elemental Data Collection Inc. (“Elemental”) is Leger’s strategic subcontractor for all telephone data collection operations. All telephone data collection operations will be completed by this long-standing and trusted partner specializing in such operations, except for some projects that require specific specializations. Leger has secured agreements with Elemental to ensure that the same level of security and quality standards are maintained throughout the subcontracted services.

5.3. Leger utilizes artificial intelligence (AI) technologies as part of its service offerings to enhance market research, data analysis, and client service delivery. Such usage complies with all applicable laws, regulations, and industry standards and is governed by ethical guidelines ensuring transparency, accountability, respect for privacy and preventing bias and discrimination. The Client consents to the processing and analysis of data through ChatGPT Enterprise, provided by OpenAI, as part of Leger’s AI technology suite with the understanding that such data may be stored in the United States, in compliance with applicable data protection and privacy laws and waives any claims against Leger related to the use of ChatGPT Enterprise and the handling or storage of data, except in cases of Leger’s gross negligence or willful misconduct. For precision, no Personal Information or Confidential Information will be populated into ChatGPT in accordance with Leger’s Acceptable Use of Artificial Intelligence Policy.

 

6. Confidentiality

6.1. During the Term, each Party agrees to keep the Agreement and any other confidential information disclosed by either Party (the “Confidential Information”) strictly confidential. Neither Party shall use such Confidential Information except as necessary to fulfill its obligations under the Agreement and these Terms and Conditions. Each Party agrees to take reasonable steps to safeguard the Confidential Information.

6.2. The Client agrees to restrict the disclosure of Confidential Information, including Personal Information, to what is strictly necessary for Leger to fulfill its obligations. Any dataset provided by the Client shall exclude information not essential to the project and shall be transmitted through secure channels, including password protection.

6.3. The Client shall require all of its employees and third parties with access to Confidential Information to be bound by an obligation of confidentiality, and shall guarantee their compliance with such obligation.

6.4. The confidentiality obligation shall not apply to information: (a) that becomes publicly available through no fault of the receiving Party; (b) that the receiving Party lawfully possessed prior to disclosure without breach of any obligation; (c) that is lawfully received from a third party without confidentiality obligations; (d) that is independently developed by the receiving Party; or (e) that must be disclosed under applicable law or court order, provided the disclosing Party is notified in advance and allowed to seek protective measures.

6.5. Unless otherwise instructed by the Client, Leger will archive Client data as follows: twelve (12) months for Personal Information and thirty-six (36) months for primary data. Requests for extended retention periods may be subject to additional fees at Leger’s discretion.

 

7. Personal Information

If the Services involve the transfer, disclosure, or processing of Personal Information, the Appendix – Personal Information Processing shall apply. “Personal Information” means any information about an identifiable individual. This includes, but is not limited to: (i) where the Client provides Personal Information to Leger; (ii) where the Client collects Personal Information directly from respondents recruited by Leger; (iii) where Leger transmits Personal Information to the Client; or (iv) where Leger transmits to the Client non-aggregated individual responses.

 

8. Intellectual Property Rights

8.1. The data collected in connection with the Services, the report(s), and any other deliverables prepared specifically for the Client (the “Deliverables”) remain the exclusive property of the Client and may not be used by Leger or shared with third parties without the Client’s prior written consent.

8.2. The Client shall provide Leger with all available and relevant brand graphic materials necessary for the project.

8.3. With the Client’s approval, the Client acknowledges that Leger may need to disclose certain Confidential Information to respondents during the course of survey execution.

8.4. Except as expressly provided otherwise in the Agreement, Leger retains exclusive ownership of the following intellectual property rights in connection with the Services (“Leger IP“): (i) Leger’s pre-existing or independently developed trademarks, logos, copyrights and other intellectual property rights; (ii) Leger’s know how, technologies, and proprietary methodologies, including, without limitation, processes, products, tools, formulae, source codes, algorithms, lesson learned presentations, models, databases, computer programs and software used, created or developed by Leger in connection with Leger’s performance of Services under these Terms and Conditions; and (iii) all questions and questionnaires, except to the extent that the Client has provided such material. All of the above is considered Leger IP and it shall remain the sole and exclusive property of Leger. Client will not (i) reverse-engineer, decompile or disassemble any Leger IP or (ii) market, distribute, sell or resell any Leger IP. Leger hereby grants to the Client an irrevocable, non-exclusive, worldwide, royalty-free license to use any Leger IP that is incorporated into the Deliverables solely to the extent necessary for Client to use, view or access the Deliverables for Client’s business purposes.

8.5. Leger retains full intellectual property rights in the data used as a point of reference or as a standard to assess, compare, or interpret other data sets, or to establish norms, criteria, or benchmarks (“Normative data”) provided to the Client to assist in interpreting research results. This Normative Data may not be shared with any third party by the Client.

8.6. Leger retains sole and exclusive ownership rights to syndicated research services and/or reports (“Specialized Studies”). For the purposes hereof, Specialized Studies refer to sectoral, syndicated, normative, or proprietary studies designed and developed by Leger either on its own initiative or as part of multi-client mandates. This includes, without limitation, benchmark studies, barometers, recurring thematic surveys, and publications intended for limited or commercial distribution. Client may not sell, distribute, copy or reproduce in full or in part any of the Specialized Studies without written authorisation from Leger, which Leger may withhold in its sole discretion.

8.7. Neither Party shall use the other’s trademarks without prior written consent.

8.8. The Client hereby grants to Leger and its affiliates a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, display, and perform any publicly available advertising materials produced by the Client, for which the Client may hold copyright. This license is granted for the purpose of enabling Leger to collect and analyze data, create norms, and demonstrate the analytical capabilities of Leger’s CUBE AI products. The use of the Client’s advertising materials under this license will strictly be limited to the aforementioned purposes and will not include any other rights not expressly granted herein.

 

9. Publication of Research

9.1. Both the International and Canadian Code of Market, Opinion, and Social Research and Data Analytics, that define the specific requirements for companies who publish research into the public domain, impose that as a responsibility to the general public, if the Client plans to publish the findings of a research project, Leger must be consulted as to the form and content of publication to ensure that published results are not misleading. Therefor the Client must obtain Leger’s written consent (by email) prior to releasing or publishing Research in the public domain or for any dispute resolution or legal proceeding.

9.2. The foregoing paragraph shall not apply where the Services consist solely of Leger providing a panel of respondents, without Leger’s involvement in the design of the questionnaire, data collection, or data hosting. In such case. Any study disseminated or published by the Client, or on its behalf, must not suggest or state that the study was conducted in partnership with Leger. Instead, the Client shall explicitly indicate that the Leger Opinion panel was used, in whole or in part, for the purpose of data collection.

9.3. Leger may charge additional fees for work intended for public release, such as the need to produce additional reports, press releases, or related deliverables. These fees will be outlined in the Agreement.

9.4. All research published by or for the Client must include methodological details in accordance with industry standards.

9.5. If the Client shares research reports with third parties, the agrees to inform such third party of the obligations set forth herein regarding the dissemination and publication of the results.

9.6. Voting intention results shall only be published if based on a representative sample equal or greater than Leger’s recommendations on methodology. In cases of abnormal levels or sharp changes in the manner of those who say they would not vote or who are undecided, these facts will be reported.

9.7. If research results are disclosed to the media without Leger’s verification of accuracy of the results, Leger reserves the right to correct or clarify any misleading or incorrect interpretations and release the full technical details and results.

 

10. Term and Termination

10.1. The Agreement and Terms and Conditions come into effect on the date of the Client’s approval of the Agreement, whether provided in writing or by commencement of the project, and shall remain in force until completion of the Services. Unless otherwise agreed in writing by the Parties, the Client must provide ninety (90) days’ notice to cancel or suspend monthly Services and thirty (30) days’ notice for all other Services. If Services are suspended for more than ten (10) days, the Client must pay for all work performed to date and project restart fees.

10.2. Notwithstanding the foregoing, either Party shall have the right to terminate the Services with immediate effect, at any time, if the other Party fails to perform any material obligation and to cure a material breach within fourteen (14) business days of receiving a written notice by the non-breaching Party to that effect. The termination provisions set out in this section are not exclusive and are in addition to and not limited to either Party’s rights under the Agreement or at law. Upon any termination of the Agreement for any reason whatsoever, other than a default by Leger, Client shall continue to be obligated to pay for the fees due and expenses incurred by Leger up to the effective date of termination, regardless of the scheduled billing dates, including but not limited to hours worked and Services performed up to the effective date of termination, as well as pre-approved and unrecoverable costs incurred by Leger as a result of such early termination including but not limited to third party costs and Leger professional hours already credited to the project and data collection. The Parties hereby agree to waive the application of section 2125 and following of the Civil Code of Quebec. In the event of termination of the Agreement and T&C, all rights and obligations of the Parties hereunder shall cease, except: (i) such rights and obligations as may have accrued on or prior to the date of termination or expiration; (ii) any other provision of this Agreement which, by the nature of the rights or obligations set out therein, might reasonably be expected to survive, including in respect of confidentiality, intellectual property, publication, warranty, liability and indemnity.

 

11. Force Majeure

Neither Party shall be liable for any delay or failure to perform under the Agreement if such delay or failure is due to any contingency beyond its reasonable control including acts of God, pandemics or epidemics, outbreak of disease, war, explosion, fire, flood, or civil disturbance.  The Party experiencing any delay or failure as a result of any such contingency shall: (i) provide prompt written notice thereof to the other Party; (ii) use reasonable commercial efforts to either remedy the delay or failure or to establish a workaround plan to remedy the delay or failure in a manner which minimizes the disruption to the other Party and then forthwith proceed to implement and complete such workaround plan; and (iii) use reasonable commercial efforts to eliminate the contingency causing the delay or failure.

 

12. Assignment

No Party shall be entitled to sell assign, transfer, encumber or delegate any of its rights, obligations and/or interests in, under or in terms of the Agreement and these T&C without the prior written consent of the other Party, except in favor of any person with whom a Party is otherwise bound (within the meaning of the Income Tax Act, 1985, c. 1 (5th Suppl.)).

 

13. Governing Law

13.1. The Agreement and these Terms and Conditions shall be governed by the laws of the Province of Québec and the applicable laws of Canada. In the event of any dispute arising out of or relating to the Agreement and Terms and Conditions, the Parties hereby consent to the exclusive jurisdiction of the courts located in Montréal, province of Québec, Canada. However, if the Client contracts with Leger USA Inc., the Agreement and these Terms and Conditions shall be governed by the laws of the State of New York, and any dispute shall fall under the exclusive jurisdiction of the courts located in New York, USA.

13.2. Each Party represents and warrants that (i) it will comply with all applicable laws, rules and regulations, including applicable privacy and data protection; and (ii) the use of any materials or information disclosed to the other Party shall not violate or infringe upon the rights of any third party, including but not limited to the trademark, copyright, patent or other intellectual property rights or rights of privacy and publicity.

 

14. Notices

All notices and other communications shall be given in writing to the Parties. Any notice may be given to either Party by registered or certified mail, or by facsimile and copy by email. If given by registered or certified mail, the notice shall conclusively be deemed given and received when the letter is deposited in the mail, postage or charges prepaid. If given by facsimile, the notice shall conclusively be deemed given and received the business day following its transmission. In any event, it shall conclusively be deemed given and received if addressed to the Party for whom intended at such Party’s address specified in the heading of the Agreement, or at such other address as may be substituted therefore by proper notice hereunder. A copy of the notice shall also be given to Leger’s Legal Services at: 507, Place d’Armes, Suite 1800, Montréal, province of Québec, H2Y 2W8, facsimile (514) 221-4127 and copy by email: legalnotices@leger360.com.

 

15. Miscellaneous

15.1. All Services provided by Leger are subject to these Terms and Conditions unless otherwise agreed in writing. In the event of any discrepancy between the provisions of different contractual documents, the provisions of this Agreement and its appendices shall prevail over any other document, unless expressly stated otherwise.

15.2. If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force. The Parties shall negotiate in good faith to replace the unenforceable provision with one that reflects the original intent as closely as possible.

15.3. These Terms and Conditions may be modified in whole or in part by any of the Parties but such modification will take effect only once it has been documented in writing and signed by each Party.

15.4. The Parties agree to sign any other document, enter into any agreement and to do all other things useful and necessary to give effect to the Agreement and Terms and Conditions.

15.5. The Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties; it being understood that all parties need not sign the same counterparts. The exchange of copies of the Agreement and of signature pages by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means, shall constitute effective execution and delivery of the Agreement as to the Parties and may be used in lieu of the original agreement for all purposes.

15.6. The following clause is only applicable to Clients in Quebec: The Client acknowledges that a French version of this Agreement has been provided by Leger, and that after examining such version, it is the Client’s express wish to be bound by the English version of this Agreement only, and for all related documents to be drafted in English only. Le Client reconnaît que Leger lui a remis une version française de la présente Entente, et après en avoir pris connaissance, il est de la volonté expresse du Client d’être lié seulement par la version anglaise de la présente Entente, et que tous les documents s’y rattachant soient rédigés en anglais seulement.

Appendix – Personal Information Processing