Terms of Use

1. Acceptance and scope

1.1 Parties. These Terms of Use (these “Terms”) are entered into between you and PlacePeak Inc., a corporation incorporated under the Business Corporations Act (Ontario) (“PlacePeak,” “we,” “us” or “our”).

1.2 Scope. These Terms govern your access to and use of the website located at placepeak.co and any related website, page, form, scheduling tool, email address, messaging channel or other communication operated by or on behalf of PlacePeak that links to or references these Terms (collectively, the “Site”), and your interactions with PlacePeak concerning professional opportunities or our recruitment services (together with the Site, the “Services”).

1.3 Acceptance. You accept these Terms by indicating your acceptance where we ask you to do so, by submitting information to us, or by continuing to use a feature of the Services after being given clear notice that its use is subject to these Terms. If you do not accept these Terms, you must not use the Services. You may nevertheless contact us at any time to exercise your privacy rights, to raise a complaint or to ask us to stop contacting you.

1.4 Privacy Policy. Our Privacy Policy, published on the Site (the “Privacy Policy”), explains how we handle personal information and describes your rights. The Privacy Policy is a notice. It does not constitute a request for blanket consent and does not waive any right you have. Where a particular step requires your specific permission, such as an introduction to a named employer or the recording of a call, we will request that permission separately.

1.5 Organisations. If you use the Services on behalf of a company, law firm, partnership or other entity (an “Organisation”), you accept these Terms on behalf of that Organisation and represent and warrant that you have authority to bind it, and references to “you” include that Organisation.

1.6 Engagement Agreements. Recruitment services provided by PlacePeak to an Organisation are governed by a separate written client services agreement, engagement letter or search order executed or accepted by that Organisation and PlacePeak (an “Engagement Agreement”). In the event of any conflict between an Engagement Agreement and these Terms, the Engagement Agreement shall prevail to the extent of the conflict.

2. Definitions

2.1 In these Terms, the following terms have the following meanings:

• (a) “Applicable Law” means all statutes, regulations, by-laws, orders and binding regulatory requirements applicable to the relevant person or activity.
• (b) “Candidate” means an individual who is considering, seeking or being considered for a professional opportunity, including any individual whom we contact and any individual who contacts us.
• (c) “Client” means an Organisation that engages, or discusses engaging, PlacePeak to identify or introduce Candidates, together with its affiliates, subsidiaries and successors.
• (d) “Hire” means the employment, engagement, appointment or retention of a Candidate by a Client in any capacity, including as an employee, partner, member, officer, director, consultant, contractor or secondee, whether directly or through a third party and whether on a permanent, fixed-term, temporary or part-time basis.
• (e) “Introduction” means the disclosure by PlacePeak to a Client, with the Candidate’s permission, of the identity of a Candidate or of information from which the Candidate can reasonably be identified, or the arrangement by PlacePeak of a meeting or interview between a Candidate and a Client; and “Introduce” has a corresponding meaning.
• (f) “Materials” means any information, document or content that you provide to us, including any résumé, curriculum vitae, cover letter, writing or code sample, transaction or matter list, portfolio, reference details, message or call content.
• (g) “Opportunity” means a role, position or engagement with a Client that we describe to a Candidate.

3. Our services

3.1 Nature of the Services. PlacePeak is an employer-paid search and recruitment firm. Clients engage and compensate PlacePeak to identify, research, approach and introduce Candidates for professional Opportunities, including in the technology, legal and financial sectors. We use research tools, data services and automated technology internally in providing the Services, and members of our team review Candidates before any Introduction is made, as described in Section 5.9 and in the Privacy Policy. Unless expressly agreed in writing, PlacePeak does not sell or license access to any software, candidate database, data feed or user account.

3.2 No fees to Candidates. PlacePeak does not charge any Candidate a fee, deposit or other amount for being approached, registering, being considered or being Introduced, and does not require any Candidate to purchase any course, report, subscription or other product or service. If any person purporting to act for PlacePeak requests payment, banking or identity information, or the installation of software, you should not comply with that request and should verify it with us at legal@placepeak.co.

3.3 No employment relationship. PlacePeak is not the employer of any Candidate. We do not make hiring decisions, and we have no authority to bind any Client to an offer, compensation arrangement, immigration commitment or term or condition of employment unless the Client has expressly authorised the specific communication. Each Client establishes its own requirements, conducts its own assessments and determines in its sole discretion whether to extend an offer and on what terms.

3.4 Capacity in which we act. In performing work in respect of an Opportunity, PlacePeak is engaged by and acts for the Client. We endeavour to deal with Candidates fairly, honestly and in confidence and to provide accurate information about Opportunities; however, PlacePeak is not the agent, representative, adviser or fiduciary of any Candidate. Nothing in this Section 3.4 limits any duty imposed on PlacePeak by Applicable Law.

3.5 No professional advice. Information made available through the Services, including market commentary, compensation data and career guidance, is provided for general information only and does not constitute legal, immigration, tax, financial, accounting or professional-conduct advice. PlacePeak does not determine whether any person is entitled to practise a regulated profession or to work in any jurisdiction. Communications with PlacePeak do not create a solicitor-client or attorney-client relationship and are not privileged.

3.6 Jurisdictional scope and licensing. PlacePeak provides recruitment services only where PlacePeak, or a licensed local partner acting in respect of the relevant Opportunity, is authorised to do so under Applicable Law. We may request information concerning the Client, the employing entity, the location of the work, any remote-work arrangement and the location of the Candidate before commencing or continuing work, and a change in those facts may require different arrangements. The availability of the Site in any jurisdiction does not constitute an offer to provide regulated services in that jurisdiction. Particulars of any licence or registration held by PlacePeak, or by a partner acting in respect of an Opportunity, are available on request.

3.7 Excluded services. PlacePeak does not act as a temporary staffing agency, employer of record, payroll provider or supplier of labour, and does not provide immigration representation. Any such service would be provided, if at all, only under separate written agreement.

4. Eligibility

4.1 The Site is directed to professional and business audiences. You must be at least eighteen (18) years of age, or the age of majority in your place of residence if higher, to submit Materials or to accept these Terms. PlacePeak does not knowingly collect personal information from any person under eighteen (18) years of age. This Section 4.1 governs the use of the Site only and does not establish an age criterion for any Opportunity.

4.2 You may not use the Services where doing so is prohibited by Applicable Law, including applicable sanctions laws.

5. Terms applicable to candidates

5.1 How we contact you. We may contact you regarding an Opportunity where your professional background appears relevant to it, using information obtained from the categories of source described in the Privacy Policy. Each such communication will identify PlacePeak, indicate in general terms how we obtained your details, refer you to the Privacy Policy and provide a simple means of asking us not to contact you again. Where you make that request, we will cease contacting you and will retain only the minimum information necessary to ensure that your request is respected.

5.2 Permission before any Introduction. PlacePeak will not Introduce you to any Client without your permission. Before disclosing your identity or Materials to a Client, we will inform you of the identity of the Client (or, where the Client requires confidentiality at a preliminary stage, of sufficient information about the Client to enable you to make an informed decision) and of the Opportunity, and will ask you to confirm the Materials that may be disclosed. Your permission extends only to the Client, Opportunity and Materials that you approve. A publicly available profile, a general expression of interest in opportunities, the booking of or attendance at a call, or the provision of a résumé to PlacePeak does not by itself constitute permission for an Introduction. You may withdraw your permission at any time before the Introduction is made.

5.3 Non-identifying descriptions. Before seeking your permission, we may describe your background to a Client only in general terms that do not reasonably permit you to be identified. A description will not be treated as non-identifying merely because your name has been removed if its remaining content would reasonably identify you.

5.4 Following an Introduction. Upon an Introduction, the Client receives your information as an independent organisation responsible for its handling under Applicable Law and its own privacy notice. PlacePeak requires each Client to use Candidate information solely to consider the Candidate for the relevant Opportunity and related opportunities with that Client, and to keep it confidential. We will communicate valid correction, withdrawal and deletion requests to the Client where required by Applicable Law, but cannot guarantee that information already disclosed can be retrieved. You may also contact the Client directly.

5.5 Confidentiality of Opportunities. All information that we disclose to you concerning a Client or an Opportunity, including the identity of the Client, its plans, personnel and compensation and the existence of the search, is confidential. You agree to use that information solely for the purpose of evaluating the Opportunity; not to disclose it to any person other than your professional advisers and members of your immediate family, each of whom shall be bound to keep it confidential; and not to approach the Client concerning the Opportunity other than through PlacePeak unless PlacePeak or the Client agrees otherwise.

5.6 Accuracy of information. You shall provide information that is accurate, complete and current to the best of your knowledge, and shall inform us promptly of any material change or correction. You shall not misrepresent your qualifications, professional admissions, employment history, work authorisation, experience or identity. You represent and warrant that you are entitled to provide your Materials and that doing so does not breach any confidentiality, professional-conduct, employment or other obligation owed by you to any person.

5.7 Confidential and privileged information of others. You shall not provide to PlacePeak any client list, confidential matter or transaction information, privileged communication or other information belonging to your current or former employer or firm or to its clients unless you are lawfully entitled to disclose it. Where a general description is sufficient, you should use it. PlacePeak does not undertake conflicts clearance and does not confirm the portability, value or transferability of any practice or client relationship; those matters are for the hiring organisation and you to address through the appropriate professional processes.

5.8 Referees. If you provide the details of a referee, you confirm that the referee has agreed to be contacted. The provision of a referee’s details does not authorise PlacePeak to contact your current employer, and we will seek your separate permission before any such contact.

5.9 Technology-assisted process and human review. PlacePeak uses technology, including artificial-intelligence tools, to search professional sources, organise records, remove duplicate records, extract professional information, prepare draft summaries and prioritise potential relevance to the requirements of a role. Not every individual identified in initial research is individually reviewed or contacted, and the fact that you have not been contacted does not constitute an assessment of your suitability for employment. Automated outputs may be incomplete or inaccurate. A member of our team reviews each Candidate, and determines whether to seek permission for an Introduction, before any Introduction is made. PlacePeak does not make any decision that produces legal or similarly significant effects concerning you solely by automated means. The Privacy Policy describes your right to request information about our use of automation, to correct your information and to ask that a person review any matter affecting you.

5.10 Sensitive information and accommodation. You should not provide information that we have not requested concerning your health, disability, religion, ethnic origin, sexual orientation, immigration status (other than work authorisation), criminal record, government identification numbers or financial account details. If you require an accommodation at any stage of a recruitment process, please inform us; you need not provide medical details in order to make an initial request, and we will involve the Client only with your agreement.

5.11 Verification. An Introduction, summary or shortlist does not indicate that PlacePeak has independently verified any statement, completed any background check, confirmed any right to work, reviewed any disciplinary history, obtained any reference or cleared any conflict of interest. We will inform you and the Client of any verification that we have expressly agreed to perform and of its material limitations. PlacePeak does not obtain background, credit or criminal-record checks under these Terms. Any such check requested by a Client will be subject to your separate authorisation as required by Applicable Law.

5.12 Calls and recordings. We will inform you at the outset of any call if we wish to record or transcribe it, including by means of an automated note-taking tool, and will do so only with your agreement. The scheduling of a call does not constitute agreement. If you decline, we will take written notes. You agree not to record any call with PlacePeak without first informing all participants.

5.13 Communications. You agree that we may communicate with you by email, telephone, text message, messaging service or professional networking platform regarding Opportunities in which you have expressed interest and processes in which you are participating. Optional newsletters and promotional communications are separate and will be sent only in accordance with your choices where Applicable Law so requires; declining them does not affect the Services. You may ask us to cease any communication at any time. Standard carrier message and data rates may apply.

5.14 No guarantee; freedom of choice. PlacePeak does not guarantee that any Opportunity is available or will remain open, that you will be Introduced, interviewed or Hired, or that any particular compensation or terms will be offered. Hiring decisions are made by Clients alone, and PlacePeak is not responsible for the statements, offers, conduct or decisions of any Client. You are free to decline any approach or Introduction, to withdraw from any process and to engage other recruiters. Nothing in these Terms confers on PlacePeak any right in respect of you, your career, your professional relationships or your freedom to seek employment.

6. Terms applicable to clients and other organisations

6.1 Engagement Agreement required. PlacePeak provides recruitment services to Organisations under an Engagement Agreement, which sets out the applicable fees, the event giving rise to them and the scope of the services. Access to the Site, receipt of a communication from PlacePeak or a discussion with PlacePeak does not by itself create an engagement. Nothing on the Site constitutes an offer of services on any particular commercial terms.

6.2 Hiring responsibilities. The Organisation alone determines the requirements of its Opportunities and makes all decisions concerning the interviewing, assessment, hiring, compensation and engagement of Candidates. The Organisation represents and warrants that all requirements, criteria and instructions it provides to PlacePeak are job-related, lawful and non-discriminatory, and shall not request that PlacePeak consider, record, filter on or disclose any characteristic protected by Applicable Law, including age, or any proxy for such a characteristic. PlacePeak may decline any instruction that it reasonably believes to be unlawful. The Organisation is responsible for verifying work authorisation; for conducting any background, reference or conflicts process lawfully and with any required consent; for making lawful offers; for providing PlacePeak with accurate compensation-range information where Applicable Law requires its disclosure; and for its own compliance with employment, pay-transparency, fair-chance and anti-discrimination laws.

6.3 Introductions. Where PlacePeak Introduces a Candidate to an Organisation, the Organisation acknowledges that the Introduction is made in the course of PlacePeak’s business and that any Hire of that Candidate by the Organisation is subject to the fees and terms set out in the applicable Engagement Agreement or, in the absence of an Engagement Agreement, to the terms communicated by PlacePeak to the Organisation in writing at or before the time of the Introduction.

6.4 Candidate information. Candidate information disclosed by PlacePeak is disclosed solely to enable the Organisation to consider the Candidate for its opportunities, and the Organisation receives it as an independent organisation responsible for it under Applicable Law. The Organisation shall: (a) keep the information confidential and restrict access to personnel who require it; (b) use it only for that purpose and for related administration; (c) not sell it, disclose it to any third party or other recruiter, add it to any unrelated marketing database or use it to train any general-purpose artificial-intelligence model; (d) protect it by reasonable security safeguards and notify PlacePeak promptly of any unauthorised access to it; (e) provide any notice and honour any right required by Applicable Law; and (f) securely dispose of it when it is no longer required for that purpose.

6.5 No circumvention. The Organisation shall not use any Candidate information disclosed by PlacePeak, or contact or engage any Candidate Introduced by PlacePeak, in breach of, or for the purpose of avoiding any fee or other obligation owed to PlacePeak under, the applicable Engagement Agreement or the written terms referred to in Section 6.3, including during any fee-protection period specified in them.

6.6 Confidential information of PlacePeak. PlacePeak’s proposals, commercial terms, market analyses and methods are confidential information of PlacePeak and shall not be disclosed outside the Organisation without PlacePeak’s prior written consent.

7. Fair treatment and accessibility

7.1 PlacePeak uses lawful, job-related criteria and does not discriminate on the basis of race, colour, ancestry, place of origin, national or ethnic origin, citizenship (except as permitted by Applicable Law in connection with work authorisation), religion or creed, sex, pregnancy, sexual orientation, gender identity or gender expression, age, marital or family status, disability, genetic information, veteran or military status, record of offences where protected, or any other characteristic protected by Applicable Law. PlacePeak does not use age, date of birth or any proxy for age or for any other protected characteristic in determining whom to contact or Introduce, and will decline or discontinue any work that would require unlawful discrimination.

7.2 Nothing in these Terms requires any person to answer an unlawful question or limits any person’s right to raise a concern with a regulator, human rights body or other competent authority. If you require these Terms or any communication in an accessible format, please contact us.

8. Acceptable use

8.1 You shall not, and shall not assist or permit any other person to:

• (a) use the Services for any unlawful, fraudulent, discriminatory, deceptive or harmful purpose;
• (b) impersonate any person, provide false or misleading information, or submit Materials concerning any other person without authority;
• (c) access, collect, scrape, copy, harvest or index any part of the Services, or any information concerning Candidates, Clients or PlacePeak personnel, by means of any robot, spider, crawler, scraper, script, artificial-intelligence agent or other automated means, or use any content of the Services to train, fine-tune or evaluate any machine-learning or artificial-intelligence model, in each case without PlacePeak’s prior written consent, provided that this paragraph does not restrict lawful accessibility tools or search-engine indexing permitted by PlacePeak;
• (d) attempt to gain unauthorised access to, probe, scan or test the vulnerability of, circumvent any access control of, or interfere with the Services or any system or network connected to them;
• (e) introduce any virus, malware or other harmful code, or impose an unreasonable load on PlacePeak’s infrastructure;
• (f) copy, modify, frame, mirror, reverse engineer, decompile, disassemble or create derivative works of any part of the Services, except to the extent that Applicable Law expressly permits such activity notwithstanding this restriction;
• (g) harass any person, transmit unsolicited commercial messages, or use the Services to solicit PlacePeak personnel; or
• (h) remove or obscure any proprietary notice, or use the name, logos or trademarks of PlacePeak without its prior written consent.

8.2 PlacePeak may investigate any suspected breach of this Section 8, preserve evidence and restrict access to the Services. Where practicable and appropriate, PlacePeak will inform you of the concern and permit it to be addressed. Any restriction of access to the Site does not affect your ability to make privacy requests or complaints.

9. Intellectual property

9.1 The Site and all content, design, software and data compilations made available through it, and all intellectual property rights therein, are owned by PlacePeak or its licensors. “PlacePeak” and the PlacePeak logos are trademarks of PlacePeak. Subject to your compliance with these Terms, PlacePeak grants you a limited, personal, non-exclusive, non-transferable and revocable licence to access and view the Site and to download or print a reasonable number of pages for your own non-commercial use or, in the case of an Organisation, for its internal evaluation of the Services. All rights not expressly granted are reserved.

9.2 If you believe that any content of the Site infringes your rights, please notify us with sufficient particulars to identify the content, the nature of your interest and the means by which you may be contacted.

10. Your materials

10.1 Ownership and licence. As between you and PlacePeak, you retain all rights in your Materials. You grant PlacePeak a non-exclusive, royalty-free, worldwide licence to receive, store, review, reproduce, format, redact and disclose your Materials solely for the purpose of providing the Services that you request or authorise and for the related purposes described in the Privacy Policy, including disclosure to any Client to which you have permitted an Introduction. This licence terminates upon the deletion of the Materials by PlacePeak, save in respect of copies that PlacePeak is required to retain by Applicable Law, copies held in routine backups pending their overwriting in the ordinary course, and copies previously provided to a Client with your permission.

10.2 Limits. The licence in Section 10.1 does not permit the public or promotional use of your identity, the sale of your Materials, their use to train any general-purpose artificial-intelligence model, or their unrestricted redistribution. Any testimonial, photograph or named case study requires your separate consent.

10.3 Feedback. PlacePeak may use without obligation any suggestion or feedback that you provide concerning the Services. This Section 10.3 does not apply to your Materials or personal information.

11. Third-party services

11.1 The Services may contain links to, or make use of, websites and services operated by third parties, including professional networking platforms, scheduling tools and video-conferencing services. Those third parties are responsible for their services, and their own terms and privacy policies apply. A link does not constitute an endorsement. Where a supplier processes information on behalf of PlacePeak, PlacePeak remains responsible for that processing to the extent described in the Privacy Policy.

12. Privacy and security

12.1 PlacePeak maintains reasonable administrative, technical and physical safeguards designed to protect personal information. No method of transmission or storage is completely secure, and this statement does not diminish PlacePeak’s obligation to maintain appropriate safeguards. Email and messaging services may not be encrypted end to end; you should not transmit sensitive information by those means unless a secure method has been agreed.

13. Disclaimers

13.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ITS GENERAL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR QUIET ENJOYMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

13.2 WITHOUT LIMITING SECTION 13.1, PLACEPEAK DOES NOT WARRANT THAT: (A) THE SITE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; (B) ANY JOB DESCRIPTION, MARKET DATA, COMPENSATION INFORMATION OR OTHER CONTENT IS COMPLETE, ACCURATE OR CURRENT; (C) ANY OPPORTUNITY EXISTS, WILL REMAIN OPEN OR WILL RESULT IN AN OFFER; (D) ANY CANDIDATE IS SUITABLE FOR, OR WILL ACCEPT OR REMAIN IN, ANY ROLE; OR (E) ANY INFORMATION SUPPLIED BY A CLIENT, A CANDIDATE OR A THIRD-PARTY SOURCE IS ACCURATE.

13.3 PlacePeak will perform any service that it has expressly agreed to provide with reasonable care and skill. Nothing in this Section 13 excludes any liability for misrepresentation, or any consumer, employment or other statutory protection, that cannot lawfully be excluded.

14. Limitation of liability

14.1 THIS SECTION 14 APPLIES TO CLAIMS ARISING FROM THE USE OF THE SITE OR UNDER THESE TERMS. LIABILITY IN RESPECT OF RECRUITMENT SERVICES PROVIDED TO A CLIENT IS GOVERNED EXCLUSIVELY BY THE APPLICABLE ENGAGEMENT AGREEMENT.

14.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PLACEPEAK OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS OR SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, EARNINGS, OPPORTUNITY, EMPLOYMENT, GOODWILL OR DATA, OR FOR ANY LOSS ARISING SOLELY FROM THE INDEPENDENT DECISION OF AN EMPLOYER OR A CANDIDATE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF PLACEPEAK UNDER THESE TERMS IN RESPECT OF ALL CLAIMS ARISING FROM THE SAME OR RELATED EVENTS SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED CANADIAN DOLLARS (CA$100) AND (B) THE AMOUNTS PAID BY YOU TO PLACEPEAK UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

14.4 Nothing in these Terms excludes or limits any liability for fraud or fraudulent misrepresentation, wilful misconduct, gross negligence where its exclusion is prohibited, death or personal injury caused by negligence, breach of a non-waivable statutory duty, or any other liability or remedy, including any privacy, human rights, employment or consumer remedy, that cannot lawfully be excluded or limited.

15. Indemnification

15.1 An Organisation using the Services shall indemnify and hold harmless PlacePeak and its affiliates and their respective directors, officers, employees and agents from and against all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising from any third-party claim to the extent caused by: (a) the Organisation’s breach of Section 6 or Section 8; (b) any Materials supplied by the Organisation that infringe the rights of, or breach an obligation owed to, any third party; (c) the Organisation’s hiring criteria, instructions or hiring decisions; or (d) the Organisation’s handling of Candidate information. The Organisation’s obligation shall be reduced to the extent that the loss is caused by PlacePeak’s own breach, negligence or misconduct. PlacePeak shall notify the Organisation promptly of any claim, permit its reasonable participation in the defence and shall not agree to any settlement imposing an admission or non-monetary obligation on the Organisation without its consent, not to be unreasonably withheld.

15.2 An individual using the Services in a personal capacity gives no indemnity under these Terms, save to the extent permitted by Applicable Law in respect of losses caused by that individual’s fraud or knowingly unlawful use of the Site.

16. Suspension, termination and survival

16.1 You may cease using the Services at any time. PlacePeak may suspend or terminate your access to the Services if it reasonably believes that you have breached these Terms or Applicable Law, or where necessary to protect the Services or any other person.

16.2 Sections 3.3 to 3.5, 5.4, 5.5, 5.11, 5.14, 6.3 to 6.6 and 9 to 20, and any other provision that by its nature is intended to survive, shall survive any termination of these Terms or of your use of the Services.

17. Amendments

17.1 PlacePeak may amend these Terms with prospective effect by publishing an amended version bearing a revised “Last Updated” date. Where an amendment is material and we hold your contact details, we will take reasonable steps to notify you in advance, and we will seek your acceptance where Applicable Law so requires. No amendment shall apply to any dispute arising before its effective date, alter any accepted Engagement Agreement, authorise any new and incompatible use of personal information or create any fee not previously agreed. The version of these Terms in effect at the time of an interaction continues to govern that interaction, and prior versions are available on request.

18. Notices and electronic communications

18.1 You agree that notices and agreements may be delivered electronically and that electronic communications satisfy any requirement that a communication be in writing. PlacePeak may give notice to you by email to the address you have provided, by message through a platform that you have used to contact us, or by publication on the Site. Notices to PlacePeak shall be sent by email to legal@placepeak.co, with a copy by post to PlacePeak Inc., 350 Bay Street, Suite 1300B, Toronto, Ontario M5H 2S6, Canada, or to its registered office as recorded in the Ontario Business Registry. Email shall not constitute valid service of any originating process except as provided by Applicable Law or order of a court.

19. Governing law, forum and local rights

19.1 Governing law. These Terms, and any dispute arising out of or relating to them or to the Services, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

19.2 Forum. Subject to Section 19.3, the courts of the Province of Ontario sitting in Toronto shall have exclusive jurisdiction over any dispute between PlacePeak and an Organisation, and non-exclusive jurisdiction over any dispute between PlacePeak and an individual acting in a personal capacity. Either party may seek urgent interim or injunctive relief in any court of competent jurisdiction.

19.3 Mandatory local rights. If you are a consumer resident in the European Economic Area, the United Kingdom, Switzerland, the Province of Québec or any other jurisdiction whose laws confer rights that cannot be excluded by contract, nothing in these Terms affects those rights, and you may bring proceedings in the courts of your place of residence to the extent those laws permit.

20. General

20.1 Entire agreement. These Terms, the Privacy Policy, any specific notice or permission applicable to an interaction and any Engagement Agreement constitute the entire agreement between you and PlacePeak with respect to their subject matter.

20.2 Severability. If any provision of these Terms is held invalid or unenforceable, that provision shall be limited or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

20.3 Waiver. No failure or delay in exercising any right under these Terms shall operate as a waiver of that right.

20.4 Assignment. An Organisation may not assign these Terms without the prior written consent of PlacePeak, not to be unreasonably withheld. PlacePeak may assign these Terms to an affiliate or in connection with any merger, acquisition, reorganisation or sale of all or part of its business or assets, on notice where required by Applicable Law and without diminishing any non-waivable right.

20.5 Relationship of the parties. Nothing in these Terms creates any partnership, joint venture, employment, agency or fiduciary relationship between you and PlacePeak.

20.6 Force majeure. Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control.

20.7 Third-party beneficiaries. Save for the persons protected by Sections 14 and 15, no person other than you and PlacePeak shall have any right to enforce these Terms, except as required by Applicable Law.

20.8 Interpretation. Headings are for convenience of reference only. The word “including” means “including without limitation.”

20.9 Language. These Terms are drawn up in English. Residents of the Province of Québec will be provided with a French version before accepting them. Where a translation is provided, the English version shall prevail in the event of any inconsistency, to the extent permitted by Applicable Law.

21. Contact

Questions, complaints and notices concerning these Terms may be directed to PlacePeak Inc., 350 Bay Street, Suite 1300B, Toronto, Ontario M5H 2S6, Canada, or by email to legal@placepeak.co.