Schedule G – General Terms

• 1. Defamation: For so long as this Agreement is in force, and for a period of five (5) years after it is terminated, each party shall refrain from publicly insulting, disparaging or otherwise speaking negatively about the other party. This clause is intended to survive the termination of this agreement.
• 2. Intellectual Property Ownership: The parties hereto agree as follows:
  • .1 Definition: In this section,
    • “Intellectual Property” means inventions, copyrights, patents, designs, trade secrets, works, creations, processes, know-how, information collateral, materials, theories and other similar property carrying intellectual property rights;
    • “Materials” means content, slides, seminars, presentation materials, processes and ideas that are generated, prepared or used in the course of the Services containing Intellectual Property.
  • .2 EuroPassport IP: The Client acknowledges that the Consultant, along with Third Party Contractor(s), will routinely use Materials in the public domain to provide the Services. However, from time to time, at any time, those Materials may be repurposed to include Intellectual Property that belongs to the Consultant or the Third Party Contractor(s). The Client hereby acknowledges that the Consultant owns Intellectual Property and Materials identified as belonging to the Consultant. The Client also acknowledges that Third Party Contractor(s) Consultant owns Intellectual Property and Materials identified as belonging to the Third Party Contractor(s). Except as expressly permitted in this Agreement, the Client does not acquire ownership rights to any Intellectual Property contemplated in this paragraph.
• 3. Independence: The parties agree that the Consultant is providing the Services as an independent contractor. Except as expressly authorized in writing by the Client (including the Letter of Consent set out in Schedule C – Legal Documents for European Lawyers), nothing contained in this Agreement shall be regarded or construed as creating any other relationship (whether by way of employer/employee, agency, joint venture, association, or partnership) between the parties. No party has the authority to contractually bind the other party (whether as partner, agent or otherwise) or deal with any property belonging to the other party.
• 4. General Disclaimer: Save and except as expressly set out in this Agreement, EuroPassport hereby disclaims any representations, warranties, covenants, terms and conditions. The Services are intended to be administrative, consultative, and coordination-based in nature. The Client hereby acknowledges each of the following:
  • .1 No Guarantee of Citizenship: The Services do not include a guarantee or assurance that the Client shall obtain Citizenship by Descent. The Client acknowledges that it is retaining the Consultant for its expertise and guidance in assessing eligibility and submitting an application for Citizenship by Descent within a European country. The application process for each country varies, and moreover, the rules and regulations governing citizenship change routinely. These are factors over which the Consultant has no control. The Client may follow all advice and expert guidance and still fail in their application. EuroPassport DOES NOT GUARANTEE that the Client will obtain Citizenship by Descent.
  • .2 No Legal Advice: The Services do not include any legal advice (including, without restriction, advice on immigration law or tax law), whether relating to the European country to which the Client is applying for Citizenship by Descent, or any other jurisdiction involved with the Services. The Client acknowledges the Services specifically include working with a European Lawyer for legal advice on the relevant country’s immigration laws. Otherwise, where the Client requires legal advice in other areas, it will need to consult one or more qualified and licensed professionals in those areas.
  • .3 Changes to Laws: The legislation, administrative rules, and government policies governing Citizenship by Descent in European countries are complicated and varied. Moreover, they may change without notice before, during, or after an eligibility assessment is issued, including prior to submission of the application Citizenship by Descent. Such changes may occur at any stage of the process. The Client acknowledges that while EuroPassport, and its Third Party Contractors, uses their best efforts to ensure that their Services are rendered pursuant to the latest legal information available, the Consultant cannot guarantee that relevant laws will remain unchanged throughout the process. The Consultant, its European Lawyers, and other members of its team, will invest significant time gathering documents, preparing applications and coordinating submissions. However, despite these efforts, changes to the law, changes to policy, or government decisions can still occur potentially preventing the application from being approved EVEN WITH a favourable eligibility opinion. In such cases, the Client acknowledges that:
    • EuroPassport is not responsible for the outcome; and
    • Any portion of the Price paid will be non-refundable as compensation for work completed and professional Services delivered.
  • .4 Missing Lineage Documents: The Consultant cannot guarantee that it, or any of its Third Party Contractors, will be able to locate all the Client’s Lineage Documents, or any particular Lineage Document, required for the Citizenship by Descent application. There is a risk that one or more Lineage Documents may be lost, or otherwise unavailable, causing delays or causing the application to be irreversibly rejected by the government authority. Further, certain Lineage Documents may be deemed missing by a government authority as a result of naming discrepancies between different records.
  • .5 Third Party Delays: Any timelines proposed by the Consultants for services from any Third Party Contractors, including genealogists, are the Consultant’s best guess and are in no way guarantees of performance or deadlines. The Client acknowledges that, while providing the Services, the Consultant may have to retain Third Party Contractors several times for additional services (including additional hours of genealogical or other research, additional Lineage Documents, or additional advice or assessment of existing Lineage Documents). The Client acknowledges that this may result in an unavoidable delay and additional costs.
• 5. Eligibility Assessment: The Client acknowledges that prior to submitting any applications for Citizenship by Descent, EuroPassport will be submitting Client Data to the European Lawyer to perform an eligibility assessment to determine whether, in that lawyer’s professional opinion, the Client is eligible. There is a possibility that the European Lawyer may be of the opinion that the Client IS NOT ELIGIBLE for Citizenship by Descent. In such circumstances, EuroPassport reserves the right to cease all further Services. Furthermore, even in circumstances where the European Lawyer is of the opinion that the Client is eligible for Citizenship by Descent, that opinion is based on the information available at the time and is no guarantee that the application will be successful. The Client acknowledges that during the period where EuroPassport is preparing the application, circumstances beyond the Consultant’s control (such as, by way of example, a change in regulation) may render the Client ineligible for Citizenship by Descent even after obtaining a favourable eligibility opinion. A positive eligibility assessment is not an assurance of any outcome, timing, or success in obtaining Citizenship by Descent.
• 6. Liability Limitations: The parties hereto agree to limit their liability to one another as follows:
  • .1 Consultant Limits: The Consultant’s total liability under this Agreement shall:
    • Outcomes: Strictly exclude any liability for any circumstances set out in Section 4 (General Disclaimer) above. It shall also strictly exclude any liability for specific results arising from any deliverables provided in connection with the Services, including the outcome of obtaining any particular Lineage Document, or obtaining Citizenship by Descent. EuroPassport cannot guarantee that the Client will attain Citizenship by Descent, or that obtaining said Citizenship by Descent will be fit for any particular purpose, or achieve any particular outcome; and
    • Revenue: Be strictly limited to not more than the total amount Price set out in any Pricing Document that has been paid by the Client to Consultant under this Agreement.
  • .2 Actual Damages: In addition to (and not in substitution of) any other limitations on the Consultant’s liability set out in this Agreement, the parties intend that each shall only be liable to the other for actual damages suffered as a result of an act or omission by one against the other in connection with the transaction contemplated in this Agreement. In the event of a breach of this Agreement, under no circumstances shall one party (or its shareholders, directors or officers) be responsible hereunder for any incidental, consequential, special, punitive or indirect damages (including any damages arising out of the interruption of the other party’s business) even if advised of the possibility of such damages.
• 7. Governing Law: This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. This Agreement is subject to the Consumer Protection Act, 2002 (Ontario) and nothing in this Agreement shall limit a consumer’s right thereunder.
• 8. Dispute Forum: All disputes, controversies, claims arising out of, or in connection with, or in relation to this Agreement, including any question regarding its validity, existence, or termination shall be submitted to and subject to the jurisdiction of the courts of the Province of Ontario (including the Supreme Court of Canada) which shall have exclusive jurisdiction in the event of any dispute hereunder. The parties hereby irrevocably submit and attorn to the exclusive jurisdiction of such courts to finally adjudicate and determine any suit, action, or proceeding, arising out of or in connection with this Agreement.
• 9. Force Majeure: Notwithstanding anything in this Agreement, if either party is, for bona fide reasons, delayed or hindered in or prevented from performing an obligation, then performing that obligation is excused for the period of the delay. The party delayed will be entitled to perform that obligation within a reasonable time period after the delay expires. Where the delay does not expire, the obligation will be deemed frustrated and the party shall be indefinitely excused from performance. For clarity, “bona fide reasons” include the following: power failure, restrictive governmental laws or regulations, riots, terrorism, pandemics, labour disputes, ice-storms, blizzards and tornadoes.
• 10. Remote Performance: The parties acknowledge that the Services will be performed remotely unless otherwise set out by the Client in writing (including in the Pricing Documents). Where the parties arrange to perform certain Services in person and those obligations cannot be so performed, then, where feasible as determined by EuroPassport in its reasonably exercised discretion, that obligation may be performed remotely by web-based conference, telephone, email or other remote means. The parties intend that the obligation and performance thereof shall not be deemed frustrated solely because it is performed remotely and not in-person.
• 11. Interpretation: Save and except for the Pricing Documents, invoices and any other supplementary documents contemplated herein, this Agreement constitutes the entire codification of the parties’ agreement and it is agreed that there are no representations, warranties, collateral agreements or conditions affecting this Agreement other than as expressed herein in writing. Once executed, the parties hereto agree that they will diligently do all things and execute such further assurances as required to give effect to the terms hereof. This Agreement shall enure to the benefit of any heirs, estate trustees, legal personal representatives and successors as applicable. In the event that any one or more term(s) contained herein is declared unenforceable or invalid for any reason, said term(s) shall be severed from the remainder of the Agreement. Time shall be of essence in connection with any obligation contained in this Agreement. The failure of any party to insist upon the strict performance of an obligation hereunder shall not be a waiver of such party’s right to demand strict performance in the future. All waivers shall be in writing. And any reference to “days” herein shall mean calendar days, and not business days, unless expressly set out to the contrary. Where the term “business days” are used, it shall refer to a day that is not a Saturday, Sunday, or public holiday (as defined in the Employment Standards Act, 2000 (Ontario).
• 12. Assignment: The Client shall not assign this Agreement without the Consultant’s written consent, which consent may be withheld at the Consultant’s discretion. The Consultant may assign this Agreement on five (5) days written notice to the Client. However, without notice to the Client the Consultant may assign this Agreement to a corporation controlled by the Consultant or to an affiliate of the Consultant as the term “affiliate” is defined in the Business Corporations Act (Ontario). Once assigned, this Agreement shall enure to the benefit of the assignee, and all obligations shall be assumed by the assignee.
• 13. Notices: Notices hereunder shall be in writing and will be sufficiently given if delivered personally or by courier to the addresses set out on Page 1 above. Notice may also be delivered by electronic mail or other electronic transmission. A notice is only valid if the sending party has written evidence that the notice was in fact delivered. Such evidence may include (without restricting the generality of the foregoing) an affidavit of service, a courier waybill, a courier electronic delivery confirmation, an automated email delivery receipt confirmation or a message sent by the receiving party confirming receipt of the notice. For clarity, notice by regular mail SHALL NOT be sufficient.