Terms of use | BDC.ca

Terms of use

Terms and conditions for access to and use of Site

Please read these terms and conditions carefully. They contain disclaimers of warranties, representations, conditions, guarantees and endorsements; exclusions and limitations of liability; waivers of rights and acceptance of risks in relation to access to and use of this Site and the information, products or services it contains or offers. By accessing this Site, you acknowledge these terms and conditions and agree without limitation or qualification to be bound by them and by applicable laws. If you do not agree to these terms and conditions, do not access this Site or any pages thereof. Changes may be made to the terms and conditions from time to time without notice by updating this posting. You agree to review the terms and conditions regularly, and your continued access or use of the Site will mean that you agree to any changes.


PART A: GENERAL TERMS OF USE FOR ALL BDC WEBSITES

The general terms of use (the “General Terms”) are to be read by you together with any specific terms or disclaimers provided in Part B or in other pages of the Site (the "Specific Terms"). In the event of a conflict between the General Terms and any Specific Terms, the Specific Terms will govern.


1. Definitions

"BDC" means the Business Development Bank of Canada.

"E-Spirit" means the BDC site dedicated to the Aboriginal Youth Business Plan Competition.

"Site" means BDC's Public Web site, BDC Connex' Clients and Prospects Portal and E-Spirit's Public Web site, as the case may be.

"Information" means the information, materials, and content provided in the pages of the Site.

"Personal Information" means any information about an identifiable individual within the meaning of section 3 of the Privacy Act. Personal Information includes, without limitation, information relating to identity (including the name or other identifier assigned by BDC to an individual), nationality, age, gender, address, passwords, telephone number, e-mail addresses, marital status, education, employment and health history, assets, liabilities, payment records, income and information relating to financial transactions as well as certain personal opinions or views of an individual.

"User" means any person having access to or using a Site.


2. Ownership and monitoring

The Site is owned by BDC. BDC may monitor access to, use of, and other activities relating to the Site, and may intervene in relation thereto but does not make any representation or warranty that it will do so. Users hereby consent to any such monitoring and intervention.


3. Use of site

Users agree not to introduce into or through this Site any information or material which may be harmful to others. Among other things, Users agree not to include, knowingly or otherwise, any error or defect in information which may, among other things, constitute libel, slander, or defamation, or give rise to a criminal offence or civil liability on the part of any person or entity. Users warrant that information or material which they provide to BDC electronically through their access to or use of this Site does not infringe the rights of any person or entity. Without limiting the generality of the foregoing, Users shall not:

  • interfere with or disrupt this Site or computer networks connected thereto;
  • impersonate any other person or entity, or make any misrepresentation;
  • upload, post, transmit, publish, or distribute any material or information for which they do not have all necessary rights;
  • upload, post, transmit, publish or distribute any material or information which contains a computer virus or other code, files or programs intended in any manner to disrupt or interfere with the functioning of this Site;
  • use this Site in such a manner as to gain unauthorized entry or access to the computer systems or networks of others or attempt to gain unauthorized entry or access to any password-protected or restricted areas of this Site or BDC's computer or network systems;
  • reproduce, copy, modify, sell, distribute or otherwise exploit for any commercial purposes any Information, product, solution or service offered within this Site;
  • violate any law or regulation, any generally accepted Internet practice, or interfere with any other User's ability to use this Site and any of the services, solutions or products provided on this Site; or
  • forge, alter, or modify in any way any of the agreements, policies, reports, or other Information posted or accessible within this Site.

At BDC's sole discretion, BDC may terminate or refuse to permit the use of any services and of this Site by any person or entity, for any reason and without notice.


4. Use of information

The content of BDC's Site is provided for information purposes only, unless otherwise indicated, and is not intended to provide specific financial, investment, tax, legal, or accounting advice to Users, and should not be relied upon for that purpose. Users should not act or rely on the Information without seeking the advice of a professional.


5. Availability of products, solutions and services

Products, solutions and services of BDC are only offered in jurisdictions where they may be lawfully offered. All products, solutions and services of BDC are subject to the terms and conditions of the applicable agreements governing their use and these terms and conditions are to be read together with the Terms and Conditions of the Site.

The Information on this Site does not constitute an offer or solicitation by anyone in any jurisdiction in which an offer or solicitation cannot legally be made, or to any person to whom it is unlawful to make an offer or solicitation. For Information specific to any specific provincial jurisdiction, Users should contact their advisor.

If Users choose to access the Site from outside Canada, they do so on their own initiative and are responsible for compliance with applicable local, national, or international laws. Users must be aware of the laws of their country or that otherwise apply to them in relation to any of the matters described in these pages. Users may not use, export, or re-export the Information or any copy or adaptation in violation of any applicable laws or regulations, including export laws and regulations of Canada in force from time to time.


6. Privacy and confidentiality

BDC is committed to take all reasonable measures to protect the privacy of Users with respect to the Personal Information they provide and will give effect to the principles, terms, and conditions contained in its online privacy policy in accordance with applicable privacy legislation, including the requirements, procedures, exclusions, and exceptions provided therein.

Notwithstanding the foregoing, you should be aware that, unfortunately, no data transmission over the Internet can be guaranteed to be secure. As a result, BDC does not represent, warrant or guarantee that personal information will be protected against loss, misuse or alteration.

For details on the manner in which we collect, use, disclose and otherwise manage your Personal Information, please review our online privacy policy.


7. Internet e-mail

Any unencrypted e-mail communication over the Internet is, as with communication via any other medium, such as cellular phones, not secure or confidential, and is subject to possible interception, loss or alteration. BDC does not encourage anyone to send information, including Personal or Loan Information, to it using unencrypted e-mail. Alternative, secure means of communicating with BDC over the Internet are available. BDC is not responsible for and shall not be liable to Users or any other person for any damages in connection with an e-mail sent to BDC, or by BDC at User's request.


8. Consent to Collect and Use Your Online Activity Information

We may collect your online activity information in BDC’s Public and secure websites, or in BDC advertisements hosted on Third Party websites, using cookies and other tracking technology. Your online activity information may be used together with other information we have about you to assess the effectiveness of online promotions, to gather data about website functionality, to understand your interests and needs, to provide you with a customized online experience and to communicate to you information about products and services that may be of interest to you. The consent in this Section will not change any other consent, authorization or preference you have given or may give regarding the collection, use and disclosure of your personal information.

Please see our Privacy Policy for more details.


9. Links and downloading of software

Links from or to other Web sites or Internet resources outside the Site are meant for convenience only and are at Users' own risks. The content, third parties named therein or their products and services, opinions expressed and other links provided by these sites' resources are not reviewed, investigated, verified, monitored or endorsed by BDC. BDC makes no representations whatsoever about any other Web sites which Users may access through the Site, and BDC shall not be responsible or liable for any damages in connection with linking.

While every effort is made by BDC to ensure that all software provided at this Site is suitable for use on a wide variety of computer systems, Users should take reasonable and appropriate precautions to scan for computer viruses, and ensure compatibility of the software with their specific computer system. Users must also ensure that they have up-to-date backup copies of the entire contents of their hard disk before installing software downloaded from this Site.

Links to downloadable software sites are for convenience only and BDC is not responsible or liable for any difficulties or consequences associated with downloading the software. Use of any downloaded software is governed by the terms of the license agreement, if any, which accompanies or is provided with the software. If Users choose to access a software program through one of the links offered on Site, they are responsible for taking the necessary precautions to detect possible viruses and ensuring that the software is compatible with their computer.


10. Intellectual property and trade-marks

Certain names, words, titles, phrases, logos, icons, graphics, designs or other content in the pages of the Site are trade names or trade-marks owned by BDC, or trade names or trade-marks licensed to them. The trade-marks are distinguished from each another and accompanied, on first use, with the appropriate trade-mark symbol: ®/TM/*. These symbols are keyed to a legend which describes the owner and/or licensee of the trade-mark: ® Registered trade-mark of BDC/ TM Trade-mark of BDC/ *BDC, licensee of trade-mark. The display of trade-marks and trade names on pages in the Site does not imply that a licence of any kind has been granted to anyone else. The Information is for Users' personal use only. Any unauthorized downloading, re-transmission or other copying or modification of trade-marks and/or the contents of the Site may be a violation of federal or other law or common law rights that may apply to trade-marks and/or copyrights and could expose the copier to legal action. The Information is protected under the copyright laws of Canada and other countries. Unless otherwise specified, no one has permission to copy, redistribute, reproduce, republish, store in any medium, re-transmit, modify or make public or commercial use of the Information in any form.


11. Disclaimer of warranties, representations, conditions and endorsements


BDC does not give, make or set any warranties, representations, conditions, guarantees or endorsements, whether expressed or implied by law, statute, trade usage or otherwise, with respect to the functionality or conditions of this Site or the Information contained therein, including, without limitation, warranties as to merchantability, operation, non-infringement, title, usefulness, completeness, accuracy, adequacy, currency, reliability or fitness for a particular purpose. Without limiting the generality of the foregoing, BDC does not give, make or set any express or implied warranties, representations, conditions, guarantees or endorsements to the effect that the Information, accessed from or through this Site will be uninterrupted or free of errors, omissions, defects, viruses or other harmful components, or that any such problems which are discovered will be corrected.


12. Exclusion of liabilities


BDC, its affiliated companies and any person associated with the creation of this Site or its contents, including in each case their respective agents, employees, directors and officers, are not responsible for and shall not be liable to Users or other persons for any claims, losses, costs, expenses or damages whatsoever, including direct, indirect, incidental, special, consequential, reliance, exemplary or punitive damages arising out of or in connection with this Site, the Information contained therein, or the access to or use thereof. Without limitation and notwithstanding anything to the contrary, BDC and all persons referred to above shall not be responsible for and shall not be liable to Users or to any other persons for any claims, losses, costs, expenses or damages arising out of or in connection with:

  • failure of performance, delays, interruptions, communication line or systems failures including communication malfunctions, that affect the transmission, accuracy or timeliness of information, material, messages, notifications or instructions between Users and BDC and/or which prevent information, material, messages, notifications or instructions from being transmitted in whole or in part or agreements from being formed between Users and BDC;
  • Users' inability to access, at any time, any part of this Site or any Information, products, solutions or services provided on it;
  • any harm or loss to Users' personal computer records or data, howsoever caused, including by viruses, "worms", "trojan horses" or other similar intrusive, disruptive or destructive programs or files;
  • interception, loss or disclosure of confidential or sensitive information transmitted over the Internet, including Personal Information;
  • lack of suitability, reliability, timeliness or availability of this Site or any Information, products, solutions or services offered on this Site;
  • BDC's failure to take corrective measures.

The aforementioned exclusions and limitations shall apply whether any claims, losses, costs or damages are founded in contract (including fundamental breach), tort or any other theory of liability and such limitations and exclusions shall apply even if BDC has been advised of the possibility of such claims, losses, costs or damages.

Because some jurisdictions do not allow the exclusion or limitation of moral, bodily, incidental or consequential damages, BDC's liability in such jurisdictions shall be limited to the extent permitted by law.


13. Indemnification


Users agree to indemnify and hold BDC, its affiliated companies and any person associated with the creation of this Site or its contents, including in each case their respective agents, employees, directors and officers, harmless from any claim or demand, cause of action, liabilities and costs including reasonable lawyer's fees made by any third party due to or arising out of:

  • Users' use of this Site and the Information, services, solutions and products provided on this Site,
  • Users' violation of the Terms and Conditions or any other terms and conditions under any other agreement applicable to any Information, service or product provided on this Site,
  • any Users' misrepresentations, or
  • Users' violation of any rights of another.

BDC reserves the exclusive right, at Users' expense, to conduct the defence and assume control of any matter, subject to indemnification by Users, in which event the User shall cooperate with BDC in asserting any and all available defences.


14. Governing law and competent jurisdiction

The Site and the Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any principles of conflict of laws. All disputes, controversies or claims arising out of or in connection with the Site, including the Terms and Conditions contained therein, shall be submitted to and be subject to the jurisdiction of the courts of the Province of Quebec. By accessing and using this Site, Users submit and attorn to the exclusive jurisdiction of the courts of the Province of Quebec to finally adjudicate or determine any suit, action or proceeding arising out of or in connection with the Site, including the Terms and Conditions contained therein.

Specific contracts for BDC's products, solutions or services entered into via the Site shall be governed by, construed and subject to the laws and jurisdiction of the province expressly provided for in such contract and where none is specified, the laws and jurisdiction of the Province of Quebec shall be deemed to apply.


15. Final provisions

  • Change to terms

    BDC may modify, alter or otherwise update the Terms and Conditions applicable to this Site from time to time, without notice, by updating this posting. Users agree to review the Terms and Conditions regularly and to be bound by their continued access and use by such Terms and Conditions as are in effect at the time when they access BDC's Site.

  • Change to Information

    The Information contained in this Site may be changed at any time without notice.

  • Reservation of Rights

    All rights not expressly granted in these Terms and Conditions are reserved to BDC. Nothing contained in these Terms and Conditions shall be construed as conferring by implication, estoppel or otherwise any licence or right under any copyright, patent, trade-mark or other intellectual right of BDC or any other person or entity.

  • Survival

    These Terms and Conditions apply while Users are accessing the Site and remain in effect thereafter.


16. Official language

BDC is bound by the Official Languages Act and relevant Treasury Board policies. The Information is available in both French and English. However, Users should be aware that some information on external sites to which we link is available only in the language in which it was provided.


PART B: ADDITIONAL TERMS SPECIFIC TO THE USE OF BDC CONNEX: ELECTRONIC ACCESS AGREEMENT

1. Introduction

About the Electronic Access Agreement. This Electronic Access Agreement, as amended from time to time (this "Agreement"), applies when you access or use the Services. It replaces all prior agreements between you and us for the Services. It does not replace any other agreement you have with BDC (now or in the future) for any other product or service, including any consent, authorization or preference you have given or may give to us regarding the collection, use and disclosure of your personal information (“Other Agreement”). The Other Agreement still applies, including to any applicable product or service. This Agreement applies to the Services together with any terms, conditions or disclaimers provided in the Services (the "Service Terms"). You also agree to comply with all instructions we may give you in connection with accessing and using the Services.

2. Definitions

"Account" means any available account you may access from time to time using the Services.

"BDC" means the BDC site dedicated to the Aboriginal Youth Business Plan Competition.

"Business Day" means any day excluding Saturday, Sunday or a statutory federal or provincial holiday in Canada.

"Electronic Access Device" means a personal computer, telephone, cell phone, smart phone, personal digital assistant, mobile device, wireless device or any other electronic device that we may allow you to use to access the Services.

"Electronic Means" means any communication method permitted by us from time to time that may include computer, telephone, cell phone, smart phone, Internet, email, personal digital assistant, facsimile or other method of telecommunication or electronic transmission.

"Communications" means our online communication features located in BDC Connex. It is where information may be securely communicated between you and BDC.

"Password" means a confidential combination of numbers and/or letters you select to identify you that you must provide to access the Services. The secret access code you use to access you account on BDC Connex is an example of Password.

"Personal Verification Questions" means the questions and answers that you may be required to choose, and provide answers to when prompted, to help us confirm that you are the person accessing the Services.

"Services" means the services and features that we offer through BDC Connex and that may be accessed by an Electronic Access Device. It includes, but is not limited to, viewing loan information, mandates information, debit/billing notice and previous payments, requesting additional financing, contacting BDC’s managers, keeping account and contact information up to date, comparing business ratio and performance to others in same industry, requesting consulting services, using consulting credits or hours, providing financial documentation and commenting on documents or information submitted by BDC.

"Site" means BDC Connex.

"Software" means a software application that we offer to access any services, features, functionality, content and/or information made available by us using certain mobile devices.

"Third Party" means any party other than you, us or a party when acting as a Third Party Service Provider. It includes merchants, our subsidiaries and affiliates, parties to whom you can make payments or retain services through the Services.

"Third Party Service Provider" means a party retained by us to act on our behalf to provide, or to assist us in providing, the Services. In the event that such party is located in a foreign jurisdiction, it is bound by the laws of the jurisdiction in which it is located and may disclose personal information in accordance with those laws.

"User name" means for BDC Connex, either your client number or a combination of numbers and/or letters that we may allow you to select or the email address you provided BDC. You must provide your User name with your Password to access BDC Connex.

"You" and "Your" mean the person who is enrolled to access the Services and "We", "Us" and "Our" mean BDC.

The word "including" followed by a list means that the listed items are just examples of what we are referring to, but there may also be other examples as well that we have not listed.

3. Changes to this Agreement

Other than as required by law, we can change this Agreement by giving you notice of the change. We can give the notice either before or after the change takes effect. If we give you notice before the change takes effect, then if you use the Services after the date of the change, you agree and consent to the change. If we give you notice after the change takes effect, then if you use the Services after the date of the notice, you agree and consent to the change.

4. Changes to the Services

You understand that we may add, remove or change any part or feature of the Services, without giving you notice. This Agreement applies to any of the Services (or parts or features thereof) added or changed by us.

5. Notice

For BDC Connex, any notice may be (i) given to you in BDC Connex, through the contact/comments features, through an Electronic Access Device or on any of our websites, or (ii) sent to your email or mailing address last shown on our records.

6. Use/Electronic Instructions

You must use your User name and Password to access BDC Connex. You may also be required to answer your Personal Verification Questions. Once the Services have been accessed, you authorize us to accept and you agree to be responsible for any instruction given by you or purported to be given by you. BDC may maintain a database of your electronic instructions and electronic transactions.

7. Loan and Mandate Information

After Users have opened a loan account with BDC or contracted a mandate for consultation services, it may be possible for them to access their account information online. The information about loans and mandates displayed online (the "Loan/Mandates Information") is extracted from BDC's system for Users' convenience and general reference. The Loan/Mandate Information is derived from data collected and/or calculated for operational purposes and is subject to adjustment since it is drawn from a database that is regularly updated. Therefore, the Loan/Mandate Information displayed is not to be considered as official and binding on BDC.

In addition, Internet software or electronic transmission errors may produce inaccurate or incomplete copies of the Loan/Mandate Information when downloaded and displayed on any computer. BDC does not guarantee the accuracy and/or completeness of the Loan/Mandate Information displayed herein and shall have no liability for any errors or omissions therein. In the event of discrepancy between the Loan/Mandate Information and information appearing in statements prepared and sent to a User by BDC about his account, the contents of such statements shall prevail. Users must immediately bring any such discrepancy to the attention of BDC. As of 2012, BDC will send statements via BDC Connex and will provide hard copies upon request and a reasonable fee may apply.

8. Communication and Contracts by Electronic Means

BDC will treat any document duly signed, digitised and received electronically (“Electronic Instruction”) as documents written and signed by you. You agree that any communication or contract delivered or received by electronic means shall be considered to be signed and/or delivered and to constitute a "writing" for the purposes of any statute or rule of law. You acknowledge that an Electronic Instruction received or sent electronically is final and you cannot object to it later. You agree not to dispute any such communication or contract on the basis that it was delivered or received by electronic means, including on the basis that it was not “in writing” or was not signed or delivered as a hard copy. BDC may, at its sole discretion, decline to act on Electronic Instruction and shall not incur any liability for failing to do so.

9. Prohibitions on Use

You will not (i) provide untrue, inaccurate or incomplete information about yourself, your accounts with us or your accounts at other institutions; (ii) access or use the Services for an illegal, fraudulent, malicious or defamatory purpose, or (iii) take steps or actions that could or do undermine the security, integrity, effectiveness, goodwill or connectivity of the Services (including illegal, fraudulent, malicious, defamatory or other activities that threaten to harm or cause harm to any other person).

10. Security

  • You must always keep your Passwords and Personal Verification Questions strictly confidential. You must not disclose your Passwords or Personal Verification Questions to anyone. If you know or think that someone may know your Passwords or Personal Verification Questions, you must tell us immediately and you must change your Passwords or Personal Verification Questions, as applicable, immediately;
  • Your Passwords and Personal Verification Questions and Answer must be unique and not easily guessed or obtained by others, including not using the birth date or name of you or a family member, your telephone number, social insurance number, or sequential numbers such as “1234”. You must not select a Password that is the same as any personal identification number (PIN) you use with a client card or other card issued to you;
  • For the Services, the security of your information depends on you using safe practices. You agree that when conducting transactions through the Services, you will take all steps necessary to make sure that you do not reveal any confidential information to anyone, other than through the Services for the purpose of the transaction. This includes making sure that other people cannot see your computer screen or key pad on your Electronic Access Device, as applicable. In addition, for BDC Connex:
    • There are sections on our websites about how you can make BDC Connex more secure and about how we make BDC Connex more secure. You must read these sections regularly;
    • You must sign out and close your browser after each BDC Connex session to prevent anyone else from accessing your BDC Connex;
    • You must not leave your Electronic Access Device unattended while logged into BDC Connex; and
    • You agree to implement and maintain safe computing practices which include, at least, up-to-date virus scanning software and a firewall system, if such security measures are available for your Electronic Access Device;
    • You will notify us immediately if you become aware of any unusual, suspicious or fraudulent activity in an Account;
    • You agree to comply with any additional security requirements that we may require in connection with the Services.

11. Third Parties

You understand and agree that:

  • we may use Third Party Service Providers to provide or to help us provide the Services;
  • other than our subsidiaries, affiliates, or consultants we do not sponsor or endorse nor are we affiliated or associated with any Third Party; and
  • there are links from BDC Connex to Third Party websites and online services and once you activate these links you leave BDC Connex;

12.

A) Liabilities - General

Subject to Part B - Section 13 and our negligence as set out below, we will not be responsible for any loss, damage, delay or inconvenience suffered or incurred by you with respect to:

(i) this Agreement or the Services, or

(ii) any instructions given to, by or purported to be given by you in connection with the Services.

We will only be responsible for any loss, damage, delay or inconvenience suffered or incurred by you in a case where we have been negligent (to be determined in light of reasonable commercial standards). In no event, even if we are negligent, will we be liable for any loss of data, or any indirect, consequential, special, aggravated, punitive or exemplary damages whatsoever, in whole or in part, (including any business interruption, loss of profits, data, information, opportunity, revenues, goodwill or any other commercial or economic loss), caused to you, regardless of the cause of action, even if we have been advised of the possibility of such damages. In addition, in no event, even if we are negligent, will we be liable for any loss or damage suffered by you that is caused by:

(a) the actions of, or any failure to act by, a Third Party (and no such Third Party will be considered to be acting as our agent);

(b) mistakes, errors, omissions, inaccuracies or other inadequacies of, or contained in, (i) any data or information (including Log-In Information) given by you to us or to any Third Party Service Provider (including your failure to update); (ii) any data or information (including any Document) given by any Third Party, or (iii)  BDC contact information mentioned on your BDC Connex homepage or elsewhere;

(c) any delay, error, interruption or failure by us to perform or fulfill any of our obligations to you due to any cause beyond our control (including any system malfunctions or technical failures);

(d) any delay or inability to access or use the Services (including any charges such as late fees or additional interest you may have to pay to a Third Party);

(e) your leaving our website and linking to and from or using any Third Party’s website; or

(f) your failure to fulfill any of your obligations under this Agreement including those in Part B, Section 9 (Security) or to comply with any instructions we may provide to you from time to time in connection with the Services.

B) Release/Indemnities

Except with respect to claims, costs and liabilities arising because of our negligence, you will release and indemnify us for any claim, cost and liability we may incur as a result of (i) your access to or use of the Services, or (ii) your breach of the terms and conditions of this Agreement, including Part B, Section 8 (Prohibitions on Use).

13. Liabilities for Unauthorized Transactions – BDC Connex Guarantee

(a) Notwithstanding Section 12 or any other section of this Agreement, this section governs our liability for Unauthorized Transactions (as defined below) on your Account(s) using BDC Connex.

(b) Subject to Section 13(c), we will reimburse you for monetary losses to your Account(s) resulting directly from the following unauthorized transactions on your Account(s) using BDC Connex (collectively, "Unauthorized Transactions");

(i) transactions that occur after you notify us immediately as required in Part B, Section 10 (Security) of this Agreement that you know or think that any of your Passwords may have become known by someone or has been disclosed to anyone, or that you noticed unusual, suspicious or fraudulent activity on any of your Accounts;

(ii) transactions where it can be shown that you have been a victim of fraud, theft or have been coerced by trickery, force or intimidation, so long as you report the incident to us immediately and cooperate and assist us fully in any investigation;

(iii) transactions resulting from negligent conduct by us, our employees or Third Party Service Providers.

This means that a transaction is not an Unauthorized Transaction if you engage in any of the actions listed in Section 13 (c) below. However, we will not, under any circumstances (even if we are negligent), be liable for any loss of data, or any indirect, consequential, special, aggravated, punitive or exemplary damages whatsoever, in whole or in part, (including any business interruption, loss of profits, data, information, opportunity, revenues, goodwill or any other commercial or economic loss), caused to you, regardless of the cause of action, even if we have been advised of the possibility of such damages.

(c) We are not responsible for and we will not reimburse you for losses to your Account(s) if:

(i) you do not comply with any of your obligations under this Agreement including those in Part B, Section 10 (Security) or you do not comply with any instructions we may provide to you in connection with BDC Connex;

(ii) you engage (either alone or with others) in any fraudulent, criminal or dishonest acts related to BDC Connex;

(iii) you access BDC Connex via an Electronic Access Device that you know or reasonably ought to know contains software that has the ability to reveal to anyone, or to otherwise compromise, any of your Passwords or Personal Verification Questions;

(iv) you carry out a transaction, including if the transaction is a result of any mistake, error, omission, inaccuracy or other inadequacy of, or contained in, any data or information, that you furnish to us;

(v) you choose to share any of your Passwords or Personal Verification Questions; or

(vi) you consent to, contribute to or authorize a transaction in any way.

14. Suspension/Termination

We can terminate (either all or part of) this Agreement or suspend or terminate your access to any of the Services immediately for any reason whatsoever at any time without prior notice. We will not be responsible for any loss or inconvenience that may result from such suspension or termination. For BDC Connex, you may terminate this Agreement by giving us notice of termination, (a) to your account manager, or (b) by telephone at 1 877 BDC-BANX (1 877 232-2269). The termination will be effective one (1) Business Day after we receive notice.

15. Records

Our records, including electronic records, and those of any of our affiliates or subsidiaries or any Third Party Service Providers (whether used by them or by us), regarding an Account or the Services, including the retrieval, consolidation, organization and presentment of information, records for each instruction and the presentment, or receipt and viewing of documents, are final and conclusive. These records will be admissible in any legal, administrative or other proceedings. Furthermore, electronic data and records will be admissible as conclusive evidence of the contents of those records in the same manner as original paper documents. You waive any right to object to the introduction of any such electronic data or records into evidence.

16. Email Notifications

You may set up the BDC Connex Notification Service ("Notifications") to notify you of certain events or conditions such as the availability of documents, document requested, comments from BDC, latest debit/advice available. Notifications will be sent to your email address. Notifications are not encrypted and can be read by anyone with access to your email account. Notifications will not included personal information or any other information related to your account such as balance, payments, consulting credits or other similar information. You may manage future Notifications at any time.

17. Intellectual Property

We are the owner of all intellectual property rights subsisting on each website page in BDC Connex. Unless otherwise indicated, trademarks and logos, and all works, including texts, images, illustrations, software, HTML codes, audio clips and videos appearing on our Services are our property and without our express written permission, may not be reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part, in any form whatsoever, except for personal and non-commercial use, including viewing, printing or archiving of electronic copies of your BDC Connex activities, in accordance with the terms of this Agreement and as we may further instruct you. Nothing in this Agreement or on our Services is to be interpreted as conferring a right to use our works, trademarks or logos in any other way.

18. Severability

Any provision of this Agreement that is, deemed to be, or becomes void, illegal, invalid or unenforceable shall be severable from this Agreement and shall not impair the remaining provisions of this Agreement.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any principles of conflict of laws. All disputes, controversies or claims arising out of or in connection with BDC Connex, including the Terms and Conditions contained therein, shall be submitted to and be subject to the jurisdiction of the courts of the Province of Quebec. By accessing and using BDC Connex, Users submit and attorn to the exclusive jurisdiction of the courts of the Province of Quebec to finally adjudicate or determine any suit, action or proceeding arising out of or in connection with the Site, including the Terms and Conditions contained therein. Specific contracts for BDC's products, solutions or services entered into via BDC Connex shall be governed by, construed and subject to the laws and jurisdiction of the province expressly provided for in such contract and where none is specified, the laws and jurisdiction of the Province of Quebec shall be deemed to apply.

20. Conflict

If there is a conflict between a term in this Agreement and in any Other Agreement or between this Agreement and the Service Terms, the Other Agreement and the Service Terms, as applicable, will apply to the extent necessary to resolve the conflict.