COLLECTIONS WEB PORTAL TERMS AND CONDITIONS

  1. These Terms and Conditions (hereafter “T&Cs”) outlined herein will govern the relationship between any party who agrees to them during the process of creating a Collections Web Portal Account (hereafter “Client”) and Gatestone & Co. Inc. (hereafter “Gatestone”).

    By accepting these T&Cs you agree to be bound and abide by the terms contained herein. This is a legally binding agreement made between Client and Gatestone, as such, Client should read it careful and consult legal counsel before accepting.

    NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

    ARTICLE 1
    INTERPRETATION

    1. Definitions. In these T&Cs, the following terms shall have the meanings set forth below, unless the context requires otherwise:
      “Act of Insolvency” means any of the following acts:

      1. a Party admits its inability to pay its debts generally as they become due or otherwise acknowledges its insolvency;
      2. a Party ceases to carry on business in the ordinary course;
      3. a Party institutes any proceeding, takes any corporate action, or executes any agreement to authorise its participation in or the commencement of any proceeding seeking: (i) to adjudicate it a bankrupt or insolvent; (ii) liquidation, dissolution, winding-up, reorganization, arrangement, protection, relief or composition of it or any of its property or debts or making a proposal with respect to it under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or other similar laws; or (iii) appointment of a receiver, trustee, agent, custodian or other similar official for it or for any substantial part of its properties and assets; or
      4. a creditor or any other Person privately commences any proceeding against or affecting a Party (except during any period up to a maximum of sixty (60) days during which such proceeding is being contested in good faith by appropriate proceedings by such Party) seeking: (i) to adjudicate it a bankrupt or insolvent; (ii) liquidation, dissolution, winding-up, reorganization, arrangement, protection, relief or composition of it or any of its property or debts or making a proposal with respect to it under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or other similar laws; or (iii) appointment of a receiver, trustee, agent, custodian or other similar official for it or for any substantial part of its properties and assets.

      “Account(s)” means any Client’s customer’s outstanding obligations to Client derived from a service Client provided to their customer.

      “Affiliate(s)” means, with respect to any Person, any entity which directly or indirectly controls or is controlled by or is under direct or indirect common control with the person or any entity which is directly or indirectly controlled by an entity which controls the Person."

      “Collections Web Portal Account” means the individual account set up by Client via Gatestone’s Collections Web Portal.

      “Collections Web Portal” means the online system through which Client registers a Collections Web Portal Account and through which Client will upload any necessary information for Gatestone to provide the Services.

      “Confidential Information” of a Party means any and all material and information of a Party (in this definition called the “Disclosing Party”) or its Affiliates which has or will come into the possession or knowledge of the other Party (in this definition called the “Recipient Party”) in connection with or as a result of entering into these T&Cs (including the terms and existence of these T&Cs), and information concerning the Disclosing Party’s or its Affiliates’ past, present and future customers, suppliers, and business. For the purposes of this definition, “information” and “material” includes know how, data, patents, copyrights, trade secrets, processes, techniques, programmers, designs, formulae, marketing, advertising, financial, commercial, sales or programming materials, written materials, compositions, drawings, diagrams, computer programs, studies, work in progress, visual demonstrations, ideas, concepts, and other data, in oral, written, graphic, electronic, or any other form or medium whatsoever. Notwithstanding the foregoing, “Confidential Information” does not include the following information:

      1. information which is in the public domain when it is received by or becomes known to the Recipient Party or which subsequently enters the public domain through no fault of the Recipient Party (but only after it enters the public domain);
      2. information which is already known to the Recipient Party at the time of its disclosure to the Recipient Party by the Disclosing Party and is not the subject of an obligation of confidence of any kind;
      3. information which is received by the Recipient Party in good faith without an obligation of confidence of any kind from a third Person who the Recipient Party had no reason to believe was not lawfully in possession of such information free of any obligation of confidence of any kind, but only until the Recipient Party subsequently comes to have reason to believe that such information was subject to an obligation of confidence of any kind when originally received;
      4. information which is independently developed by the Recipient Party without any use of or reference to the Confidential Information of the Disclosing Party and which such independent development can be established by evidence that would be acceptable to a court of competent jurisdiction; and
      5. information which is not subject to an obligation of confidence of any kind when released, disclosed, made available or communicated by the Disclosing Party to a third party.

      “Control” means, with respect to any Person, the right or power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether through the ownership of voting security, by contract or otherwise; and the term “controlled” shall have the same meaning.

      “Effective Date” means the initial date on which Client accepted these T&Cs.

      “Fees” shall have the meaning ascribed thereto in Article 3 of these T&Cs.

      “Intellectual Property Rights” means:

      1. any and all proprietary rights provided under, (i) patent law, (ii) copyright law, (iii) trade-mark law, (iv) design patent or industrial design law, (v) semi-conductor chip or mask work law, or (vi) any other statutory provision or common law principle applicable to these T&Cs, including trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions or know-how; and
      2. any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing;

      “Party” or “Parties” means either Client or Gatestone (as the context indicates) if used in the singular and both Client and Gatestone if used in the plural.

      “Person” means any individual, natural person, partnership, limited partnership, limited liability partnership, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, joint venture, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.

      “Services” mean those contact center services described in this Article 2 of these T&Cs.

      “Taxes” means all sales taxes or other like taxes, levies and charges, chargeable by or payable to any Federal or State taxation authority but does not include taxes based on Gatestone’s net income, or amounts withheld by Client pursuant to federal, provincial or local tax regulations.

      “Term” shall have the meaning ascribed thereto in Article 7 of these T&Cs.

      “Terms & Conditions” means this agreement, including any supplemental documentation issued pursuant to these T&Cs, as it or they may be amended or supplemented from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to these T&Cs and not to any particular Article, Section or other portion of these T&Cs.

    2. Headings. The division of these T&Cs into Articles, Sections and Subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these T&Cs.
    3. Extended Meanings. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders. The terms “including” and “include” shall mean “including without limitation” and “include without limitation”, respectively.
    4. Business Days. If any payment is required to be made or other action is required to be taken pursuant to these T&Cs on a day which is not a Business Day, then such payment or action, as the case may be, shall be made or taken on the next Business Day thereafter.
    5. Currency. Unless otherwise stated, all dollar amounts referred to in these T&Cs are in the lawful currency of Canada.
    6. Legal Counsel. The Parties acknowledge that their respective legal counsel have reviewed and participated in settling the terms of these T&Cs, and that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of these T&Cs.
    7. Remedies Cumulative. Notwithstanding any other provision of these T&Cs and, unless otherwise expressly stated herein, all rights and remedies of Client and its Affiliates’ under these T&Cs are in addition to Clientand its Affiliates’ other rights and remedies and are cumulative, not alternative.
    8. Agreement and Schedule Amendment and Supplement. These T&Cs, including any schedules to these T&Cs, may not be amended or supplemented except by mutual written agreement of at least one (1) authorised signing officer of Client and one (1) authorised signing officer of Gatestone. Any such agreement shall expressly state that it is intended to amend or supplement, as the case may be, these T&Cs.
  2. ARTICLE 2
    SERVICES

    1. Collection Services. Client will place Accounts for consumers residing in Canada with Gatestone via the Collections Web Portal.

      1. Gatestone will take commercially reasonable steps to attempt to collect on Accounts placed by Client (the “Services”).
      2. Gatestone will comply with all applicable laws and regulations while performing the Services contemplated under these T&Cs.
      3. Gatestone will not attempt to collect on Accounts placed by Client for consumers residing outside of Canada.
    2. Client will take reasonable steps to ensure that Account information is as up to date as possible. This includes notifying Gatestone of any consumer payments made directly to Client on Accounts placed with Gatestone by Client.
  3. ARTICLE 3
    SUPPLY AND PRICING
    1. Fees. Gatestone will perform for and on behalf of [and its Affiliates the Services contemplated in these T&Cs for the fees set out from time to time in Article 3.2 of these T&Cs.
    2. Fee Amount. Client will pay Gatestone thirty percent (30%) of all amounts collected. If a consumer pays an outstanding sum to Client after Client places an Account with Gatestone, and Gatestone begins collection activity on an Account, Client will still be required to pay Gatestone a fee of 30% of the Account balance at time of placement.
    3. Taxes. The fees set forth in Schedule 3 exclude all applicable Taxes and Client shall pay and Gatestone shall remit the same to all applicable taxing authorities as required by law.
  4. ARTICLE 4
    INVOICING AND PAYMENT
    1. Invoices.
      1. (1) Gatestone shall be entitled to submit to Client monthly invoices in arrears after the end of the month for the Services contemplated in these T&Cs and performed by Gatestone during the one month immediately preceding such date
      2. (2) Each invoice submitted by Gatestone to Client shall be in writing and shall include at least the following information:
        1. invoice date and number;
        2. Gatestone’s full name and address;
        3. name of Client’s contact and 10 digit telephone number;
        4. description of the invoiced Services;
        5. the total amount due;
        6. payment due date;
        7. Gatestone’s sales tax ID number and any other applicable sales, use or consumption tax registration number; and
        8. the portion of the total amount due which is subject to sales tax(es).
      3. (3) All invoices will be delivered to the Client e-mail on file in their Collections Web Portal Account.
      4. (4) Payment. Subject to the terms and conditions hereof, Gatestone may withhold funds equal to its fee outlined in Article 3.2 of these T&Cs on all money collected and remitted on Accounts placed by Client. If a consumer repays Client directly after an account has been placed with Gatestone, Client will notify Gatestone accordingly and any invoices will be updated accordingly. Any outstanding sum owed to Gatestone by Client, will be paid within 30 days of receipt of the correct invoice.
  5. ARTICLE 5
    REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNITIES
    1. Party Representations, Warranties, and Covenants. Each Party represents, warrants and covenants to the other as follows and acknowledges that the other Party has relied upon the completeness and accuracy of such representations, warranties and covenants in entering into these T&Cs:
      1. it has the capacity to enter into these T&Cs and to perform each of its obligations hereunder; and
      2. it has duly authorised, executed and delivered these T&Cs and these T&Cs constitute a legally valid and binding obligation of it enforceable against it in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency and other laws of general application affecting the enforcement of creditors' rights and subject to general equitable principles.
    2. Gatestone Representations, Warranties, and Covenants. Gatestone further represents, warrants and covenants to Client as follows and acknowledges that Client has relied upon the completeness and accuracy of such representations, warranties and covenants in entering into these T&Cs:
      1. Gatestone is an expert in the field of collection services and has and shall have, during the Term, the technology, personnel and systems necessary to perform its obligations under these T&Cs;
      2. Gatestone and its employees shall perform the Services in a professional and workmanlike manner and in accordance with the highest industry standards;
    3. Gatestone shall ensure that it has and shall maintain in good standing, and shall cause each of its employees who perform any part of the Services to have and maintain in good standing, all required licenses, consents, approvals and permits from any person necessary to perform Gatestone’s obligations under these T&Cs, and Gatestone will and will cause each of its employees to comply with all statutes, laws, rules, regulations and industry and governmental standards.
    4. Client Representations, Warranties, and Covenants. Client further represents, warrants and covenants to Gatestone as follows and acknowledges that Gatestone has relied upon the completeness and accuracy of such representations, warranties and covenants in entering into these T&Cs:
      1. that Client has a legal right to collect any and all sums owed to it in Accounts placed by Client with Gatestone;
      2. all Accounts are charged off by Client;
      3. all Accounts relate to Canadian consumers.
    5. Breach. In the event of the breach by either Party of any representation, warranty or covenant contained within Article 5 hereof, the Party in Breach shall forthwith take all actions as are necessary to remedy such breach; provided that the foregoing shall in no way limit any remedy which the other Party and its Affiliates may otherwise have in law
    6. Disclaimer. The representations and warranties of Gatestone in Sections 5.1, and 5.2 hereof are in lieu of all other warranties or conditions pertaining to the Services, whether written, oral, statutory or implied, including without limitation, all warranties or conditions of merchantable quality or fitness for a particular purpose.
    7. Limitation of Liability. Except for Client’s indemnity obligations set forth in Section 5.8 hereof, (i) the liability of a Party to the other Party for any breach of these T&Cs shall in all circumstances be limited to the direct damages arising from such breach and shall not exceed the aggregate value of all amounts paid or payable by Client to Gatestone in the preceding 12 months, and (ii) in no event shall either Party have any liability to the other Party for any special, consequential, indirect, incidental, exemplary or punitive losses or damages or loss of profit, whether in contract, tort or otherwise, resulting from or arising in connection with any breach of these T&Cs by it.
    8. Indemnities. Notwithstanding any other provision hereof, Client shall indemnify, defend and hold Gatestone and its Affiliates and their respective directors, officers, employees, agents and representatives harmless from and against all losses, costs, damages, expenses and liabilities (including reasonable legal fees) which may be suffered or incurred by Gatestone or its Affiliates arising out of or as a result of or relating in any manner whatsoever to:
      1. any breach of a representation, warranty or covenant made by Client in this Article 5 hereof;
        provided that:
      1. Client is given prompt written notice of any such claim;
      2. Client has the right to control and direct the defense of such claim;
      3. Gatestone will fully cooperates with Gatestone in such defense, at Client’s expense; and
      4. Gatestone shall have the right to be represented in such defense at its own expense with advisory council of its choice.
    9. Sole and Exclusive Remedy. Except for Client’s right to terminate, the obligations of Gatestone and the remedies under this Article 5 will be the sole and exclusive obligations of Gatestone, and the sole and exclusive remedies available to Client against Gatestone, relating to the breach of the warranties provided in this Article 5 hereof.
  6. ARTICLE 6
    CONFIDENTIALITY, PRIVACY AND SECURITY
    1. Confidentiality Covenant.
      1. Each Party acknowledges that all Confidential Information consists of confidential and proprietary information. Except as required by law, rule, regulation, or court order, each Party agrees to keep all Confidential Information concerning the other in strict confidence. Except as required by law, rule, regulation, or court order, each Party agrees not to make use of Confidential Information other than for the exercise of rights or the performance of obligations under these T&Cs, and not to release, disclose, communicate it or make it available to any Person other than employees, agents and permitted contractors of Client and Gatestone and their respective Affiliates who reasonably need to know the Confidential Information in connection with the exercise of rights or the performance of obligations under these T&Cs or any other agreement between Client and its Affiliates and Gatestone and which employees, agents and contractors are bound to protect the received Confidential Information from unauthorised use or disclosure under the terms of a written agreement. Each Party shall cause its employees, agents and permitted contractors to observe and perform his, her or its obligations under any such agreement to the extent that such obligations relate to the protection of any such received Confidential Information.
    2. Return of Confidential Information. Upon the termination or expiration of the Parties relationship, each Party will promptly return to the other or destroy all Confidential Information of the other which is then in its possession or control, and will remove all applicable digital representations thereof in any form from all electronic storage media in its possession or under its control (except copies made for archival or back-up purposes, which Client will destroy within one (1) year of the date of termination).
    3. Injunctive Relief. Each Party agrees that the other Party shall be entitled to injunctive relief to prevent breaches of the provisions of Sections 6.1 and 6.3 hereof and to specifically enforce the provisions of Sections 6.1 and 6.3 hereof in addition to any other remedy to which such Party may be entitled at law or in equity.
    4. Security Policy, Standards and Procedures. Without restricting Gatestone’s obligations described elsewhere in this Article 6 or otherwise in these T&Cs, Gatestone shall maintain reasonable industry standard practices relating to information security and control.
    5. Intellectual Property Rights. Gatestone shall retain all right, title and interest, including all Intellectual Property Rights, in all documents, call scripts and Programs (and in all modifications, enhancements and works derivative thereto and thereof) provided by Gatestone and/or its Affiliates for the provision of the Services under these T&Cs.
  7. ARTICLE 7
    TERM AND TERMINATION
    1. Term. The term of these T&Cs will commence on the Effective Date and will continue for a period of one (1) year (the “Initial Term”) unless terminated earlier by either party in accordance with Article 7.2 hereof. Notwithstanding the rights under Article 7.2 and unless specified otherwise by the Parties, the term of these T&Cs will automatically renew on an annual basis for successive one-year terms until either party terminates the relationship by providing written notice of termination to the other Party at least thirty (60) days prior to the expiration of the then-current term.
    2. Termination.
      1. Notwithstanding Section 7.1 hereof, either Party may terminate for convenience these T&Cs with sixty (60) days written notice:
      2. Survival. In the event either Party terminates the Services under these T&Cs, they will still be subject to and bound by their indemnity obligations outlined in Article 5 herein and their confidentiality obligations outlined in Article 6 herein. Termination will not affect Client’s obligation to pay any outstanding fees for the Services to Gatestone.
  8. ARTICLE 8
    DISPUTE RESOLUTION
    1. Dispute Resolution. If any dispute or question (in this Section called a “Dispute”) shall arise during the Term between the Parties concerning the interpretation of these T&Cs or any part hereof (other than the interpretation of any of Subsections 5.2 (d), (e), or (f) hereof or Article 6 hereof), the Parties shall in good faith attempt to resolve such Dispute promptly and in an amicable manner under the following informal dispute resolution procedure. If a Dispute arises which is not resolved by the operational personnel involved, an appropriate member of Gatestone’s leadership team and [appropriate Client representative designated by Client from time to time (in this Section collectively called the “Dispute Resolution Committee”) shall be notified. The Dispute Resolution Committee, made up of equal representation, shall meet within fifteen (15) days of being notified of a Dispute. In the event that the Dispute Resolution Committee is unable to resolve any such Dispute, it shall notify the Parties relevant executive members (in this Section collectively called the “Executive Managers”). Each Party’s Executive Manager shall meet as promptly as possible. If the Executive Managers cannot resolve the Dispute within thirty (30) days after being notified of a Dispute, each Party may take whatever steps are necessary to protect its interests. However, no Dispute (other than a Dispute concerning the interpretation of any of Article 5hereof or Article 6 hereof) shall be the subject of litigation or other formal proceeding between the Parties before being considered by the Dispute Resolution Committee and the Executive Managers as set forth in this Section; provided, however, that either Party may seek injunctive or equitable relief as otherwise provided for in these T&Cs without complying with the above described procedure.
  9. ARTICLE 9
    GENERAL
    1. Notices and Invoices.
      1. (1) Any notice, approval or consent which is given pursuant to these T&Cs shall be written and shall be sufficiently delivered or given at:
        1. if to Client at:
          the address and e-mail provided by Client in their Collections Web Portal Account
        2. if to Gatestone, at:
          180 Duncan Mill Road, Suite 300 Toronto, ON, Canada, M3B1Z6
          Attention: Head of Client Services

        or at such other address as the relevant Party may from time to time advise the other Party by notice in writing given in accordance with this Section. Each notice shall be:
        (i) personally delivered;
        (ii) sent by e-mail with return receipt requested, or other direct written electronic means; or
        (iii) sent by registered mail.
        Any notice sent by way of the means described in (i) above shall be deemed to have been given and received on the Business Day on which it has been personally delivered provided that if such notice has not been delivered on a Business Day, then it shall be deemed to have been given and received on the next Business Day thereafter. Any notice sent by way of the means described in (ii) above shall be deemed to have been given and received on the date on which it was transmitted provided that if such notice has not been transmitted on a Business Day or it was not transmitted prior to 5:00 p.m. on the Business Day that it was transmitted, then it shall be deemed to have been given and received on the next Business Day thereafter. Any notice sent by the means described in (iii) above shall be deemed to have been given and received on the third Business Day following the date upon which it has been mailed. If mail service is or is threatened to be interrupted at any time when a notice is required to be given hereunder, then such notice shall be given by the means described in (i) or (ii) above.

      2. (2) All invoices required or permitted by these T&Cs shall be in written form and shall be sent to the e-mail address provided by Client in their Collections Web Portal Account.
    2. Entire Agreement These T&Cs, together with any agreements and documents to be delivered pursuant to the terms of these T&Cs, constitutes the entire agreement between the Parties pertaining to the subject matter of these T&Cs and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of any of the Parties in respect of the subject matter hereof. There are no conditions, representations, warranties or other agreements between the Parties in connection with the subject matter of these T&Cs, whether oral or written, express or implied, statutory or otherwise, except as specifically set out in these T&Cs.
    3. Waiver A waiver of any default, breach or non-compliance under thse T&Cs is not effective unless in writing and signed by the Party to be bound by the waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach, non-observance or by anything done or omitted to be done by another Party. The waiver by a Party of any default, breach or non-compliance under these T&Cs shall not operate as a waiver of that Party’s rights under these T&Cs in respect of any continuing or subsequent default, breach or non-compliance (whether of the same or any other nature).
    4. Severability. Any provision of these T&Cs which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall be severed from the balance of these T&Cs, all without affecting the remaining provisions of these T&Cs or affecting the validity or enforceability of such provision in any other jurisdiction and appropriate amendments shall be made to these T&Cs to put the Party who is disadvantaged by such invalidity or unenforceability in the same financial position as if no provision hereof were invalid or unenforceable. The Parties agree to immediately negotiate in good faith a replacement for any such provision in order to preserve the interests of the Parties to the extent permitted by law.
    5. Governing Law and Attornment. These T&Cs shall be exclusively governed by and construed in accordance with the laws of Ontario, without regard to its conflict of laws, provisions, and the Federal laws of Canada applicable therein. Subject to Section 8.1 hereof, each Party hereby (i) irrevocably attorns to the exclusive jurisdiction of the courts of Ontario for the purpose of any suit, action or other proceeding arising out of these T&Cs, the subject matter hereof or any of the transactions contemplated hereby brought by either Party or its successors or assigns, (ii) waives, and agrees not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding, to the fullest extent permitted by applicable law, that the suit, action or proceeding is brought in an inconvenient forum, that the venue or the suit, action or proceeding is improper, or that these T&Cs, or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts, (iii) waives the right to trial by jury of any such suit, action or proceeding, and (iv) waives any right, claim, or entitlement to any punitive or exemplary damages whatsoever, except as otherwise provided in these T&Cs.
    6. Force Majeure. No Party shall be liable for any delay or failure to perform under these T&Cs if such delay or failure is due to any contingency beyond its reasonable control including acts of God, war, explosion, fire, flood or civil disturbance. The Party experiencing any delay or failure as a result of any such contingency shall:
      1. provide prompt written notice thereof to the other Party;
      2. 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
      3. use reasonable commercial efforts to eliminate the contingency causing the delay or failure.
    7. Time of Essence. Time shall be of the essence of these T&Cs in all respects.
    8. Successors and Assigns.
      1. These T&Cs will enure to the benefit of, and shall be binding on, the Parties and their respective successors and permitted assigns.
      2. Client will not assign its rights and obligations under these T&Cs without the express written consent of Gatestone.
    9. Relationship of Parties. Each of the Parties are independent contractors. Nothing herein shall be construed to place the Parties in a relationship of principal and agent, partners or joint venturers, and neither Party shall have the power to obligate or bind the other Party in any manner whatsoever.
    10. Agreement Drawn in English. The Parties confirm that it is their wish that these T&Cs, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language only.
    11. Further Assurances. Each Party shall at any time and from time to time, upon each request by the other Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request to evidence, carry out and give full effect to the terms, conditions, intent and meaning of these T&Cs.
    12. Master Agreement. The terms and conditions of these T&Cs shall govern all relations between Client and Gatestone. Gatestone may update these T&Cs from time to time. In such case, Client will be required to agree to the changes before activity will recommence on their Accounts.