MSA Hexia.missions program

Annex A – Standard Terms and Conditions

1. DEFINITIONS

Words beginning with a capital letter in this Contract have the meaning assigned to them in the Statement of Work to which this Annex A is attached (as amended, the “Statement of Work” or “SOW”) or as defined below:

1.1. “Contract” means, collectively, the Statement of Work and this Annex A, and includes any ancillary documents, each as amended from time to time.

1.2. “Client” means the client identified in the SOW, including its subsidiaries and affiliated companies that may benefit from this Contract.

1.3. “Term” means the duration of (a) the Services, (b) a Software License, or (c) a Program, as applicable, as specified in the SOW. Where the Contract does not specify a particular item, “Term” means the longest period provided in the SOW.

1.4. “Lanla” means Lanla Inc., operating under the name Lanla.

1.5. “Deliverable” means any final report, diagnostic, program, or other solution to be delivered by Lanla to the Client under the SOW, and excludes any preliminary draft or version.

1.6. “Software” means any software, computer program, or application the use of which is authorized by Lanla to the Client under the SOW.

1.7. “Program” means a Mystery Shopper program to be executed by Lanla under the SOW.

1.8. “Intellectual Property” means any intellectual or industrial property asset, including: (a) rights protected under law, such as copyrights, trademarks, patents, industrial designs, and integrated circuit topographies; (b) registrations filed with a governmental authority protecting such rights; (c) trade secrets and goodwill, such as know-how, technical data, processes, specifications, and business information; (d) technology, including software and inventions, whether or not patentable.

1.9. “Personal Information” means any information relating to an identified or identifiable natural person. Such information includes, without limitation, data such as name, residential address, email address, and telephone number, as well as IP address and data relating to the physical, physiological, genetic, economic, cultural, or social characteristics of a natural person.

1.10 “Confidential Information” means, without limitation, all documentation and information, whether communicated orally, in writing, electronically, digitally, graphically, or in any other tangible or intangible form, disclosed by one party or its representatives (each, a “Disclosing Party”) to the other party (each, a “Receiving Party”), including without limitation: (ii) information contained in or forming part of notes, analyses, compilations, demonstrations, proposals, designs, studies, statements, strategies, processes, procedures, manuals, concepts, methods, or other documents, whether prepared by the Disclosing Party or others, and which contain or reflect such information; (iii) Intellectual Property; (iv) information identified as confidential by the Disclosing Party (including any client lists, business plans, marketing plans and strategies, passwords or user identifications, or financial information); and (v) what is learned or observed by the Receiving Party during visits to the Disclosing Party’s facilities, if applicable.

For greater clarity, Lanla acknowledges and agrees that Personal Information, as well as any information contained in Deliverables, reports, work products, and all documents prepared by it for the benefit of the Client in the course of performing this Contract, shall be deemed Confidential Information of the Client.

2. PROGRAMS AND SERVICES

2.1. Commitment. Lanla undertakes to perform the mystery shopping program (the “Program”) and deliver the Services identified in the SOW. Lanla also undertakes to provide the Deliverables specified in the SOW based on data collected in connection with the Program.

2.2. Representatives. Lanla shall perform the Program through competent and trained representatives (mystery shoppers), who may be employees or consultants, or may consist of interviews with real consumers, as set out in the SOW. Lanla undertakes to perform the Services through its personnel or qualified subcontractors, at its discretion, unless otherwise provided in the SOW.

2.3. Performance. Lanla will use reasonable efforts to execute the Program in accordance with the SOW and the planned schedule. However, the Client acknowledges that the performance of certain evaluations depends on factors outside Lanla’s control, including in particular the availability of mystery shoppers, access to the Client’s establishments, and the operational conditions of those establishments. Accordingly, Lanla does not guarantee that all evaluations planned under the Program will be completed or that timelines will be strictly met, and Lanla shall not be liable for any omission or inability to complete one or more evaluations for these reasons. Where applicable, Lanla will work with the Client to determine any reasonable alternative solution, subject to Additional Services, if applicable.

2.4. Standards. Lanla shall exercise diligence and professionalism in performing the Services and the Program. However, Lanla does not guarantee the accuracy of the data collected and shall not be liable for any damages incurred by the Client resulting from the Client’s use of the Deliverables.

3. ADDITIONAL SERVICES OR PROGRAMS

3.1. Additional Services. At the Client’s request, Lanla may, at its sole discretion, agree to perform services not expressly set out in the SOW or otherwise expand the Program (collectively, “Additional Services”), in consideration of an additional fee established in accordance with Lanla’s then-current standard rates. Unless a new SOW is executed for such Additional Services, they shall be included in the definition of “Program” or “Services” under this Annex A and governed by the terms of this Contract, as applicable.

3.2. Standard Rates. Lanla may update its standard rates set out in the SOW on an annual basis, at its discretion, and will provide a copy to the Client upon request.

4. DELIVERABLES

4.1. Delivery. To the extent the Price is paid in full, Lanla shall deliver the Deliverables to the Client as indicated in the SOW.

4.2. Attribution. Lanla may require that attribution be indicated on any Deliverable made public, for example: “developed by Lanla | www.lanla.com”, and the Client agrees to comply with Lanla’s instructions in this regard.

4.3. Copy.Lanla may, but is not obligated to, retain a backup copy of any Deliverable, or of the content, data, or other information collected or obtained in connection with the Deliverables, subject to Article 10.

5. SOFTWARE LICENCE

5.1. Software Licence. To the extent the Price is paid in full, Lanla authorizes the Client to use the Software identified in the SOW for the Term, for the project purposes and number of users indicated in the SOW (as a SaaS service, the “Software Licence”), for internal purposes only. The Software Licence does not permit the Client to (a) assign or transfer the Software to a third party; (b) grant sublicences of the Software Licence; (c) reproduce or modify the Software; or (d) provide services to third parties.

5.2. Standards. The Software shall be substantially compliant with the specifications published by Lanla and provided to the Client. However, Lanla does not guarantee that the Software (nor the data or other Deliverables) will be available at all times and without interruption, though Lanla agrees to use reasonable efforts to remedy any Software outage.

5.3. Support. Lanla will provide support services during the Term of the Software Licence, during business hours, at no additional charge. The Client shall designate one or two representatives responsible for the Software, and only such representatives shall have access to Lanla’s support service.

6. FINANCIAL TERMS

6.1. Price. The Client agrees to pay the Price set out in the SOW for each item (Service, Software, and/or Program), plus applicable taxes. Where any portion of the Price is on an “estimated basis,” such estimate is for informational purposes only, is not binding on Lanla, and shall not be deemed to create a fixed-price agreement. Billing of evaluation fees shall be monthly and shall be based on the number of locations to be evaluated at the beginning of each month.

6.2. Expenses. All out-of-pocket expenses incurred by Lanla in performing this Contract and approved by the Client in the SOW (including travel, fees, or licences for underlying technology, or acquisition of data) shall be charged to the Client and added to the Price.

6.3. Payment Terms. The Client agrees to pay the Price in the instalments and by the methods indicated in the SOW. Fees applicable to Additional Services shall be invoiced upon performance and payable within thirty (30) days, unless otherwise agreed.

6.4. Interest. Any overdue amount shall bear interest at a rate of two percent (2%) per month (twenty-four percent (24%) per annum).

6.5. Collection Costs. The Client agrees to reimburse Lanla for all costs and expenses incurred, including reasonable legal fees, in collecting unpaid amounts under this Contract.

7. COLLABORATION

7.1. Instructions. The Client shall respond diligently to Lanla’s requests for instructions, decisions, or comments (no later than within five (5) Business Days). If the Client’s instructions or comments are inconsistent with the scope of the SOW, the additional work shall be deemed “Additional Services” under paragraph 3.1.

7.2. Planning. The Client agrees to cooperate with Lanla in planning the Services and the Program. If the Client unreasonably delays or prevents access or delivery of data or other content to Lanla, Lanla may (a) charge additional fees and out-of-pocket expenses associated with such delays; (b) treat the additional work as Additional Services; and/or (c) charge a mobilization premium for its personnel. Lanla shall notify the Client before incurring such fees or expenses.

8. TERMINATION OR AMENDMENT

8.1. Unilateral Termination. The Client waives the benefit of article 2125 of the Civil Code of Québec. Lanla shall not refund any deposit or other instalment paid toward the Price unless (a) a Service or Program is not performed; or (b) no Software Licence is implemented, as applicable.

8.2. Default. If the Client (a) fails to pay any instalment of the Price; or (b) fails to comply with any other term of this Contract; or (c) becomes subject to any bankruptcy or insolvency proceeding (including any reorganization, arrangement, liquidation, dissolution, or receivership), has its assets seized, or a liquidator or trustee is appointed with respect to its property, then Lanla may, at its option: (i) unilaterally terminate the Contract, in whole or in part; (ii) suspend the Services or the Program; or (iii) delay the delivery of Deliverables.

8.3. Termination. Upon termination of the Contract, in whole or in part, Lanla may terminate any Software Licence and deny access to the Software. Upon termination, the Client shall return to Lanla all originals and copies of content, Confidential Information, and Intellectual Property belonging to Lanla and shall delete all computer or other copies thereof remaining in its possession.

8.4. Expenses. The Client shall pay the Price up to the date of termination, and all costs and expenses incurred by Lanla in connection with such termination.

8.5. Amendment. Any amendment to this Contract must be approved in writing by both parties.

9. INTELLECTUAL PROPERTY

9.1. Rights. Subject to the licences expressly granted herein, Lanla is the exclusive owner and retains all Intellectual Property rights in the Software, the Deliverables, and all other content developed or created in the performance of its obligations under this Contract.

9.2. Exclusion. Notwithstanding the foregoing, Lanla agrees not to use (a) the Client’s name, logo, or any trademark; or (b) any data provided by the Client to Lanla, in connection with another mandate.

9.3. Integrity. The Client agrees not to, and not to attempt to, reverse engineer, decompile, or otherwise disassemble the Software, in whole or in part.

9.4. Indemnification. The Client agrees to indemnify and hold harmless Lanla from and against any and all: (a) infringement by the Client of Lanla’s Intellectual Property; (b) claim arising from the Client’s use of a Deliverable or Software not strictly in accordance with the Contract or specifications; or (c) claim arising from the content or data provided by the Client to Lanla.

10. CONFIDENTIALITY

10.1. Lanla. During the Term of this Contract and thereafter, Lanla agrees to maintain the confidentiality of the Client’s Confidential Information (including financial and statistical data, Personal Information, Intellectual Property, and sensitive business information) and any other data provided by the Client and identified as confidential. Specifically, Lanla agrees not to disclose any information or data collected in connection with the performance of this Contract (including any macro-data) to another client. Lanla shall apply to the Client’s Confidential Information the same degree of care and discretion it applies to its own, including with respect to the safeguarding and security of systems transmitting such data. Encryption mechanisms shall be used for sensitive information so that it cannot be easily accessed or altered. The most sensitive data shall be accessible only by Lanla’s key employees, through password access, which shall be monitored. All Lanla employees shall use Lanla-provided computer systems under managerial supervision. All systems shall be governed by security policies and protected by antivirus software to prevent external threats.

10.2. Personal Information. Each of Lanla and the Client undertakes to comply at all times with the laws applicable to Personal Information and privacy. Upon the Client’s request, Lanla may store Personal Information on a separate server, in accordance with the Client’s instructions stated in the SOW.

10.3. Client. The Client undertakes to preserve the confidentiality of Lanla’s Confidential Information and Intellectual Property, including its price list and the terms of this Contract.

10.4. Publicity. The Client authorizes Lanla to make a public announcement regarding the conclusion of this Contract (without disclosing business terms) on Lanla’s website and in Lanla’s promotional materials, and to use the Client’s name, logo, or trademark for that purpose.

11. NON-SOLICITATION

The Client and Lanla each undertake, during the Term and for a subsequent period of six (6) months thereafter, not to solicit or hire the employees or subcontractors of the other party without that party’s prior written consent.

12. LIABILITY

12.1. Non-Compliance. The Client must notify Lanla in writing within thirty (30) days following receipt or performance of any Service, Program, Deliverable, or Software (the “Warranty Period”) if it becomes aware of any defect under this Contract, failing which such Service, Program, Deliverable, or Software shall be deemed accepted and compliant. The Client shall allow Lanla to correct any defect at its own expense.

12.2. Limited Liability. To the extent permitted by applicable law, Lanla’s liability for any damage or loss suffered by the Client in connection with the Services, Programs, Deliverables, or Software, or of any other nature whatsoever, shall be limited to the Warranty Period and to the amount of the Price for the affected item.

12.3. Exclusion of Liability. The warranties provided in this Contract do not apply to defects or non-compliances arising from or related to modifications made by the Client to the Software, failures of the Client’s Internet connection or equipment, interference from other websites, malware or other technologies, or any other failure of the Client to comply with this Contract or the specifications. Lanla shall not, under any applicable warranties, be required to restore or reconstruct files damaged by equipment deficiencies or human error. Lanla shall not be liable for claims or damages suffered by the Client resulting from unauthorized use of any Software.

12.4. Exclusive Warranty. To the extent permitted by applicable law, Lanla does not warrant that any Program, Service, Software, or Deliverable will be error-free, adequate, or suitable for any particular purpose. Lanla makes no representations other than those expressly set out herein. THE WARRANTIES PROVIDED IN THIS CONTRACT REPLACE AND EXCLUDE ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS, WHETHER IMPLIED OR EXPRESS, ARISING BY OPERATION OF LAW OR OTHERWISE.

13. EXCLUSIVITY AND AFFILIATES

13.1. Non-Exclusivity. The Client acknowledges and agrees that the Services, Programs, and Software are non-exclusive and that Lanla may sell, provide, or perform similar products or services for any other person, at its sole discretion.

13.2. Affiliates. The parties agree that certain entities affiliated with the Client may benefit from this Contract, in which case the Client undertakes and guarantees to Lanla the compliance of such affiliated entities with this Contract and agrees to ensure that each such entity complies with the Client’s obligations hereunder.

14. MISCELLANEOUS

14.1. Severability. If any provision of this Contract is declared invalid, illegal, or unenforceable by a competent court, such invalid, illegal, or unenforceable provision shall be deemed severed from the Contract, and the remaining provisions shall continue in full force and effect.

14.2. Injunction. The Client acknowledges that a breach of Articles 9, 10, or 11 of this Annex A would cause irreparable harm to Lanla, and the Client agrees that Lanla shall be entitled to injunctive relief.

14.3. Independent Contractors. The parties are independent contractors. This Contract does not create any joint venture, franchise, partnership, fiduciary, or employment relationship between them.

14.4. Assignment. The Client may not assign this Contract except as expressly provided herein. Lanla may assign this Contract (a) to any affiliated company; (b) in connection with the sale of a substantial portion of its assets or a change-of-control transaction; or (c) to subcontractors, in whole or in part.

14.5. Governing Law and Jurisdiction. This Contract shall be governed by the laws of the Province of Québec and the laws of Canada applicable therein. Any claim or dispute shall be submitted to the exclusive jurisdiction of the courts of Québec, judicial district of Montréal.

14.6. Survival. The obligations set out in paragraphs 4.2 and 4.3, Article 6, paragraphs 8.3 and 8.4, and Articles 10, 11, 12, 13, and 14 shall survive the expiration or termination of this Contract.

14.7. Notices. Any formal notice under this Contract shall be sent by registered mail or by email with proof of receipt, to the coordinates indicated in the SOW or to any other address provided by a party pursuant to this paragraph 14.7.

Product-Specific Conditions (PSC)

(To the extent an Order involves the use of the Hexia.missions “Reports & Analytics” or “AI Features” Product, such use is subject to these PSC, which are deemed to form an integral part of Annex A.)

1. REPORTS & ANALYTICS

1.1. Definition. “Reports & Analytics,” for the purposes of this SOW, means the Hexia.missions “Reports & Analytics” Product, as such term is defined in the Contract.

1.2. Reports and Analytical Data. The Hexia.missions “Reports & Analytics” Product allows the Client to view and access various analytical reports and visualizations (“Reports”) developed from Client Data, Lanla data, and/or third-party data. The Client expressly consents to its Data being used by Lanla, in accordance with the Contract and the Privacy Policy, for the creation of Reports and analytical visualizations. Where Client Data is used for the creation of Reports, ownership of such Data remains entirely with the Client. However, when datasets or visualizations are generated from aggregated and/or anonymized Client Data, the Parties agree that Lanla retains full Intellectual Property ownership of such aggregated and/or anonymized outputs.

1.3. Recommendations. Where the Reports contain recommendations relating to the use of the Hexia.missions Product, to Client Data, or to any other potential action, the Parties acknowledge that such recommendations are purely informational and non-binding.
The Client remains solely responsible for any decision, action, or omission taken, in whole or in part, based on such recommendations, and Lanla shall not be liable for the consequences of such decisions.
The Parties agree that the Hexia.missions “Reports & Analytics” Product does not include any consulting services, strategic analysis, or comparable Professional Services.

2. AI FEATURES

2.1. Definition of AI Features. “AI Features” means any functionality, module, component, or Professional Service integrated into the Hexia platform, as well as all of its related products and services, as described in the Product Descriptions, that includes artificial intelligence capabilities or an “AI Assistant.” The AI Features may analyze, transform, or generate content based on data or instructions provided by the Client or its authorized Users. The Client acknowledges that any content automatically generated (“AI-Generated Content”) may contain errors, omissions, or contextual limitations, and that Lanla provides no guarantee as to its accuracy, relevance, or completeness.

2.2. Summary of the AI Policy. Lanla implements the AI Features of the Hexia platform and its products and services in accordance with principles of transparency, accountability, and compliance with applicable laws, including, without limitation, the Personal Information Protection and Electronic Documents Act (PIPEDA) and Québec’s Law 25. The AI Features are intended solely to support analysis, operational efficiency, and content generation, and are not intended to replace the Client’s professional judgment. Lanla never reuses Client Data for the training or improvement of AI models. The use of third-party providers is governed by strict contractual measures relating to confidentiality, security, and legal compliance. For more information, please consult: https://lanla.com/en/privacy-policy/.

2.3. Client Responsibilities. The Client remains solely responsible for complying with its legal obligations relating to the use of AI Features, including any information or consent requirements applicable to end users under personal information protection laws. The Client must review, validate, and, if necessary, adjust any AI-Generated Content prior to its use, publication, or communication to any third party, acknowledging that such content may be inaccurate, incomplete, or unsuitable for its intended context. Lanla will provide the Client, upon request, with any information reasonably necessary to enable the Client to meet its legal obligations.

2.4. Other Terms of Service (TOS). When the AI Features are used in conjunction with other sub-products, modules, or services related to the Hexia platform’s products and services and governed by separate TOS, those TOS shall remain fully applicable. In the event of any conflict between these provisions and those of other TOS, these provisions shall prevail solely to the extent necessary to govern the use of the AI Features and resolve the conflict.

3. MISCELLANEOUS PROVISIONS

3.1. Hierarchy. In the event of any inconsistency between these PSC and any element of the Contract directly referenced in the Order (other than the Order itself), these PSC shall prevail solely to the extent necessary to resolve the specific inconsistency.

3.2. Amendments.Subject to the provisions of the Contract, Lanla may update or amend these PSC at any time, independently or in combination with other parts of the Contract, in  accordance with the procedures set out in the Contract.

4. GOOGLE BUSINESS PROFILE MANAGEMENT

4.1. “Google Business Profile Management,” for the purposes of this SOW, means the “Google Business Profile Management” described in these PSC. “Google Business Profile Management” provides the Client with a support solution for managing GB for Business Locations where GB is available, provided that all data and/or information for any such (pre-existing) Business Location is written using the Latin alphabet. The only supported service languages are English, German, French, Italian, and Spanish. The service consists of the following three support levels: a) First Level: Setup and Publishing; b) Second Level: Diagnostics and Troubleshooting; c) Third Level: Service on Demand.

4.2. Other Definitions.

a) “Business Day” means 9:00 a.m. to 5:00 p.m. EDT, excluding Saturday, Sunday, or statutory holidays in Lanla’s jurisdiction or applicable in Canada or the Province of Québec.
b) “GB” or “Google Business Profile” means the Google platform enabling businesses to manage their online presence.
c) “Google Profile” means the profile on GB where business information (address, name, payment methods, etc.) is displayed for each of the Client’s Business Locations.
d) “Google Support” means support provided by Google to businesses using GB and which may also be contacted directly by the Client. For clarity, Lanla is not responsible for assistance or services provided by Google Support.
e) “Google Account(s)” means the business account(s) used in GB to manage Business Locations.
f) “Google Guidelines” means the best practices and guidance published in the Google Business Profile Help Center.
g) “GB API” means the interface enabling applications to interact with GB location data.
h) “Lanla Support Site” means the knowledge-base platform maintained by Lanla, hosting business-related articles.

4.3.  Level One – Setup and Publication. Lanla agrees to claim Business Sites on GB and assist the Client with individual or bulk verification of accounts as applicable, in accordance with the Google Guidelines, provided that (a) the Hexia.missions Product is connected to GB via API at the account level; and (b) Lanla has access to the relevant Google Account(s). The Client shall: (a) timely provide all information requested by Lanla; (b) grant necessary authorizations; and (c) submit accurate and complete Company Location Data to the Hexia.missions Product in accordance with the Contract. Lanla shall: (a) organize Business Sites on GB per account configuration; (b) adjust GB Business Sites for compliance with Google Guidelines; (c) request deletion of duplicates or closed/inactive entries; (d) contact Google Support on the Client’s behalf to delete Business Sites; and (e) request ownership of Business Sites on GB for the Client.

4.4.  Level Two – Diagnostics and Troubleshooting. To enable Lanla to perform Level Two support, the Client shall be available to promptly respond to Lanla’s requests and confirm the accuracy of Company Location Data (name, address, category, photos, and status). Lanla shall: (a) regularly review GB Business Site status; and (b) take appropriate measures in accordance with Google Guidelines, contacting Google Support when a Google Profile does not reflect the accurate Location Data.

4.5.  Level Three – On-Demand Service. Upon specific Client request (the “Request”) and Lanla’s approval, Lanla may provide additional professional services (“On-Demand Service”) under GB Management not available via GB API and not included in standard services. The Client shall: (a) provide detailed instructions and clear desired outcomes for each Request; (b) submit Requests within a reasonable time frame; and (c) notify Google Support of inaccurate data or information. Lanla shall: (a) inform the Client of relevant best practices; (b) communicate the expected completion timeline; and (c) contact Google Support and follow up on unresolved requests.

4.6.  Communication and Collaboration. The Parties acknowledge that active collaboration and ongoing communication are essential to proper execution of the “Google Business Profile Management” service. Accordingly, the Client and Lanla agree at all times to:
(a) designate one or more contacts available during Business Days for all GB-related matters; (b) Lanla shall provide Client access to the “Lanla Support Site” (available 24/7); and (c) Lanla shall share its knowledge regarding best practices, guidelines, and potential risks related to GB.

4.7.  Fees – Tiers. Depending on the number of Business Sites per Google Account, a Service Tier (S, M, or L, the “Tier”) may apply. Each Tier corresponds to a range of Business Site counts. If the Client maintains multiple Google Accounts, Tier Fees apply to each account. The applicable Tier per account is specified in the Order.

4.8.  Fixed Tier Fees. The Client shall be billed monthly fixed Tier Fees where agreed in the Order, payable in accordance with the Order’s payment terms.

4.9.  GB Location Fees. In addition to Tier Fees, the Client shall pay Lanla subscription fees for the Committed Quantity of Business Sites as indicated in the Order (“GB Location Fees”). If the actual number of Business Sites exceeds the Committed Quantity, the Client shall pay Usage-Based Fees for each additional Business Site, calculated per the Unit Price/Month set for GB Location Fees.