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Pursuant to the Regulation respecting a system of selective collection of certain residual materials (Québec) (the “Regulation”), Producers of “Containers,” “Packaging” and “Printed Matter” (“Materials”) marketed in Québec must develop, implement and contribute financially to a curbside recycling system in Québec (the “System of Selective Collection” or the “System”) based on an extended producer responsibility (“EPR”) approach.
Thus, EPR places full responsibility for the System on the Producers, who must ensure that the Materials, until their reclamation, are managed across the entire value chain, in cooperation with the other Producers, within a single System. However, the Regulation provides that this responsibility is entrusted to a designated management organization (“DMO”), in other word a Producer Responsibility Organization. Thanks to the support of over 2,000 Producers, Éco Entreprises Québec (“ÉEQ”) was designated in that capacity as of October 24, 2022 to represent and act in the place and stead of the Producers.
The Regulation also provides that the Producers must become Members of ÉEQ, pay the contributions (hereinafter the “Financial Participation”) required to finance the System and provide the documents and information requested by ÉEQ so it can assume the responsibilities and obligations incumbent on it in the framework of the Regulation.
With this management approach, the Ministry of the Environment, the Fight Against Climate Change, Wildlife and Parks (the “Ministry”) is focused on the following objectives:
· Enabling the establishment of the conditions necessary to rethink the Curbside Recycling System and facilitate the circularity of Materials;
· Promoting the reduction of Materials at source, and fostering the eco-design of products so as to ensure their compatibility with the System;
· Enabling improved oversight of the curbside recycling value chain and the establishment of partnerships with the concerned actors;
· Offering Producers flexibility in the means used to reach the performance targets of the System.
The new System will come into force gradually between now and December 31, 2024 and will be fully effective as of January 1, 2025. In the meantime, the existing compensation plan of municipal costs will continue to apply concurrently. This compensation plan will be repealed on December 31, 2024, however the effects of its application might persist after that date, for example, in regarding Materials marketed or the costs incurred prior to the date of its repeal.
The Producer Membership Contract (the “Contract”) governing the relationship between the Producers and ÉEQ in the EPR framework was developed by ÉEQ having regard to the following main principles (the “Main Principles”):
· Formalizing ÉEQ’s responsibilities and commitments to its Members and those of the Members to ÉEQ;
· Agreeing on the commitment of the Members and ÉEQ to the proactive continuous improvement of practices involving the Materials, going beyond the responsibilities and obligations stipulated in the Regulation so as to promote eco-design, recyclability and a circular economy and enhance the environmental benefits, in line with ÉEQ’s purpose and its commitment values;
· Emphasizing activities involving the eco-design and circular economy of Materials;
· Fostering partnerships with other EPR bodies with a view to the optimization of resources.
The Contract, these General Terms and Conditions and the Policies set out the responsibilities of ÉEQ and its Members in the framework of the Regulation, as well as the commitments that will be required from all parties in order to meet the objectives of the Regulation and satisfy the Main Principles.
These General Conditions supplement and form an integral part of the Contract that was submitted to the Members.
All capitalized terms are defined in either the Contract, the Regulation or these General Conditions. For the reader’s convenience, the definitions in the Regulation in force on the date of adoption of these General Conditions are reproduced below. The following terms and expressions have the meanings set out below:
1.1 “Audit Policy” means the policy describing the internal and external audit procedures, the grounds for a modification request, the frequency and time frame for their performance, the conditions leading to a listing in the internal registry of the Members in default and the resulting actions.
1.2 “Confidential Information” is defined in the Confidentiality Policy; briefly, this term means information of a confidential nature concerning ÉEQ or a Member, but excluding information that is in the public domain.
1.3 “Confidentiality Policy” means the policy governing the treatment of the information gathered from Producers, municipal bodies, sorting centers, and recyclers/conditioners.
1.4 “Container” and “Packaging” are defined in the Regulation; these terms refer to a product made of flexible or rigid material such as paper, cardboard, plastic, glass or metal, and any combination of such materials, which, as the case may be:
a) Is used to contain, protect, wrap, support or present products at any stage in the chain leading the product from the producer to the ultimate user or consumer;
b) Is intended for a single or short-term use of less than five years and designed to:
• Contain, protect or wrap products, such as storage bags, wrapping paper and paper or styrofoam cups,
• Used by the ultimate user or consumer to prepare or consume a food product, such as straws and utensils.
1.5 “Eco-modulated Financial Participation Schedule” means the list of rates established by ÉEQ for each of the Materials, accounting for the type of material, its recovery, and recycling performance. i.e., the amount a Producer must pay for each kilogram of Materials put on the market. Additional eco-modulation measures may be added to improve the schedule and result in the application of credits or penalties. This eco-modulated Financial Participation Schedule is presented in the Producers' Financial Participation Policy.
1.6 “ÉEQ General By-laws” means the general by-laws pertaining to the governance and general conduct of the affairs of ÉEQ, adopted by its board of directors and ratified at the meeting of its members in accordance with the Companies Act (Québec), as same may be updated or amended.
1.7 “ÉEQ Portal” means the online platform through which the Members join ÉEQ, file their Reports, are informed of their Financial Participation, access their invoices and, as the case may be, pay the Financial Participation owing.
1.8 “Financial Participation” means the contributions paid or to be paid by the Members pursuant to the Regulation, based on the Financial Participation Schedule and the other conditions described in the Producers’ Financial Participation Policy.
1.9 “First Supplier” means a supplier that is resident or has an establishment in Québec and is the first to take ownership, possession or control in Québec of a Material or product that is designated by the Regulation;
1.10 “General Conditions” means these General Conditions, as they may be amended or updated in accordance with the provisions hereof.
1.11 “Interest, Penalties and Sanctions Policy” means the policy describing the administrative sanctions, monetary sanctions, penalties, administrative fees and any interest that may be imposed on a Member in the event of failure to comply with the obligations or time frames stipulated in the Contract, the General Conditions, the Policies or the Regulation.
1.12 “Member” means a Producer that becomes a member of ÉEQ and maintains that status in accordance with the Contract, the General Conditions, the Policies and the ÉEQ General By-laws.
1.13 “Personal Information” is defined in the Confidentiality Policy; briefly, it means information about an individual that directly or indirectly identifies the individual.
1.14 “Policies” means the Confidentiality Policy, the Producers’ Financial Participation Policy, the Interest, Penalties and Sanctions Policy, the Audit Policy, the Small Producers’ Policy, the Voluntary Producers’ Policy and any other policies adopted by ÉEQ in accordance with the provisions of the Contract, in each case as same may be updated or amended.
1.15 “Printed Matter” is defined in the Regulation; this term means any product made of paper or other cellulosic fibres, whether or not used as a medium for text or images, except books with a lifespan meant for more than five years. “Printed Matter” includes newspapers.
1.16 “Producer” is defined in the Regulation; this term means any person that commercializes, markets or otherwise distributes Materials in Québec that are designated in Section 4 (1°), 4 (2°), 5, 6, 8, 9 (1°), 9 (2°) or 10 of the Regulation. The Regulation applies to all Producers, regardless of the quantity of Materials put on the market or the Financial Participation paid.
For greater certainty, the term “person” has a broad meaning and it includes individuals, corporations, businesses, associations, groups, trusts, legal persons and government bodies.
1.17 “Producers’ Financial Participation Policy” means the policy describing the conditions for Producer Reporting, the Eco-Modulated Financial Participation Schedule and the other conditions determining the amount and terms of the Producers’ Financial Participation to be paid by the Members.
1.18 “Regulation” means the Regulation respecting a system of selective collection of certain residual materials (Québec), as it may be amended, pursuant to which ÉEQ was appointed DMO in order to take charge of the obligations of the Producers referred to therein and to develop, establish and finance a Curbside Recycling System.
1.19 “Reporting” means the report of the Materials the Member has put on the market, completed in accordance with the conditions and for the reference period indicated in the Producers’ Financial Participation Policy.
1.20 “Residual Materials” is defined in the Regulation; this term means residual materials generated by the Containers, Packaging and Printed Matter put on the market by the Producers.
1.21 “Small Producers” means the Producers that meet the criteria related to the quantity of Materials generated, the sales volume or superficial area of a Retailer, making them eligible for a payment exemption or simplified Reporting.
1.22 “Small Producers’ Policy” means the policy applicable to Small Producers, defining the eligibility criteria for a payment exemption or simplified Reporting.
1.23 “Voluntary Producer” means a person, corporation, cooperative or legal person whose domicile or establishment is outside Québec and which owns a brand, name or distinguishing guise and decides to assume the obligations, undertakings and responsibilities for and on behalf of all its First Suppliers in Québec by filling out an application to become a Voluntary Producer and then to become a Member of ÉEQ.
1.24 “Voluntary Producers’ Policy” means the policy describing the conditions whereby a producer not covered by the Regulation can assume the obligations, undertakings, and responsibilities for and on behalf of all of its First Suppliers in Québec.
2.1 Conscious of the importance of the changes brought by EPR and the responsibilities attributed to Producers, ÉEQ has adopted a purpose, a mission and ethical values that will be central to its conduct in its role as DMO. As of the adoption date of the Contract and these General Conditions, they are as follows:
a) Purpose: “From curbside recycling to the circular economy: Together for a sustainable world;”
b) Mission:
“Since 2005, Éco Entreprises Québec (ÉEQ), a private non-profit organization, has represented producers of containers, packaging and printed materials regarding their financial responsibilities for curbside recycling. Named as designated management organization (DMO) in 2022, ÉEQ manages the curbside recycling system in Québec from a sustainable development perspective.
As a leader in extended producer responsibility (EPR), ÉEQ develops, manages and provides circular economy solutions to its member producers so they can reduce their environmental footprint. ÉEQ places eco-design, recyclability and traceability at the core of all actions with its partners.
ÉEQ will continue its role as the designated organization throughout the transition period from the compensation plan to EPR curbside recycling.”
c) Core Values:
ÉEQ’s purpose is based on three ethical values that inform its decisions, to ensure stakeholder confidence. These three values are:
i. Empowerment: ÉEQ is committed to acting in a leadership capacity, making the choices that have to be made as part of its mission, even the hard ones, using all of the means at its disposal and being accountable for its actions.
ii. Fairness: “The fair share owed by each party.” ÉEQ is committed to assessing situations in their entirety, without overlooking the blind spots, before deciding what will be most fair under the circumstances.
iii. Vigilance: ÉEQ is committed to exercising careful oversight to institute appropriate measures on a timely basis from a circular economy perspective, for a sustainable world.
2.2 The challenges of moving towards a circular economy are numerous and this progress can only be achieved through the efforts of all stakeholders, from the Producers to the citizens, including the value chain service providers. To achieve the EPR objectives and make its purpose a reality, ÉEQ encourages its Members and other System stakeholders to subscribe to its commitment values and contribute to the mission and the realization of its purpose.
a) ÉEQ undertakes to assume, for and on behalf of its Members, the responsibilities and obligations set out in the Regulation;
b) ÉEQ undertakes to manage the System in the place and stead of the Producers in an optimal manner, while considering the impacts of the System (over and above the economic impacts);
c) ÉEQ undertakes to manage all the Materials in the System and, failing that, to guide its Members in the eco-design process such that there is “No Material left behind;”
d) ÉEQ undertakes to provide guidance to its Members in the continuous improvement process through transparency and access to information: all results of individual guidance approaches and pilot projects shall be communicated, so the Members can move forward in their own considerations;
e) ÉEQ undertakes to provide support to answer the questions of the Members relating to the System and the Materials managed, including periodic training;
f) ÉEQ undertakes to set up an information process and, in certain cases, a consultation process, as per section 13;
g) ÉEQ undertakes to specifically consult the Small Producers regarding the simplified administrative measures intended for them when such changes have an impact on their Financial Participation or Reports;
h) ÉEQ undertakes to deploy the necessary efforts to make its purpose and the transition to a circular economy a reality, notably through the eco-modulation of its Financial Participation Schedule;
i) ÉEQ undertakes in the long term, in its relations with recyclers, to facilitate access to recycled materials for the Producers that have commitments in that regard;
j) ÉEQ undertakes to foster partnerships, notably with other EPR organizations, with a view to the optimization of resources in accordance with its Main Principles;
k) ÉEQ undertakes to collaborate on national and international initiatives in the definition, identification and/or adoption of standards (e.g., Canada Plastics Pact);
m) As regards the Financial Participation Schedule and the Producers’ Financial Participation Policy, ÉEQ undertakes to:
i. Maintain a consultation and communication process;
ii. Collect the Financial Participation and use same in accordance with the Regulation, these General Conditions and the applicable Policies;
iii. Charge, collect and remit the taxes that apply on the Financial Participation.
n) ÉEQ undertakes to issue an annual report to the Members and to present, at the annual general meeting of the Members, the information required by the Regulation and applicable laws; and
o) ÉEQ commits to comply with laws that apply to it.
4.1 To become a Member of ÉEQ, the Member must:
a) Be a Producer;
b) Consent to and submit the online membership documents via ÉEQ Portal;
c) Check the box accepting the Contract, the General Conditions and the Policies. For this purpose, the individual delegated to confirm such acceptance must make sure to have obtained the requisite corporate consents and have authority to bind the Producer (corporation, firm or other entity).
4.2 ÉEQ will send the Member written confirmation that it has been accepted as a Member, where applicable.
4.3 A Producer that becomes a Member agrees that its name may be included in the public list of the ÉEQ Members.
Each Member of ÉEQ agrees to:
a) Comply with the Contract, the General Conditions, the Policies and the ÉEQ General By-laws;
c) Provide accurate and complete information, both in its Member profile in ÉEQ Portal and when filing its Report, and keep valid and up-to-date contact information at all times on ÉEQ Portal ;
e) Notify ÉEQ of any breach or alleged breach of the Regulation involving the Member or, if it becomes aware that it has failed to perform an obligation provided for in the Contract, the General Conditions, the Policies or the Regulation;
f) Support ÉEQ in aiming for the ongoing proactive improvement of practices so as to promote eco-design, recyclability and a circular economy, going beyond compliance and enhancing the environmental benefits, in line with ÉEQ’s purpose, its commitment values and the Main Principles. In concrete terms, Members could be encouraged to:
(i) In conjunction with ÉEQ, deploy the necessary efforts to achieve the recycling and reclamation targets for residual Materials;
(ii) Inform its suppliers about the tools developed by ÉEQ to promote the 5Rs (Refuse, Reduce, Reuse, Repurpose, Recycle) and the use of eco-designed Materials;
(iii) Communicate to its consumers the steps accomplished through ÉEQ’s eco-design guidance.
6.1 The Financial Participation collected by ÉEQ from the Members will be used to finance all of the costs related to:
a) The Curbside Recycling System;
b) The reclamation and recovery of residual Materials;
c) The reserve fund enabling ÉEQ to assume the obligations that are incumbent on it, as required by the Regulation;
d) The financing of any required restructuring plan and the institution of the measures set out therein where the recovery and reclamation targets described in the Regulation are not reached;
e) The Quebec Fund for the Protection of the Environment and Waters maintained by the Ministry or any similar contribution imposed on the ÉEQ in the event of failure to achieve the rate of recovery or reclamation for five consecutive years;
f) Informational, awareness and educational activities as well as research and development;
g) The management fees of ÉEQ as set out herein and in the Regulation;
h) The management fees borne by RECYC-QUÉBEC in connection with the Curbside Recycling System.
6.2 The Financial Participation shall be set based on the conditions and frequency defined in the Producers’ Financial Participation Policy and the attendant Eco-Modulated Financial Participation Schedule, or, as per the Small Producers’ Policy, if applicable.
7.1 ÉEQ may audit the internal records of the Member to verify the information transmitted in its Reports in accordance with its Audit Policy. The Member agrees to keep and maintain up-to-date and accurate documentation, books, records and other data in support of its obligations under the Regulation, the Contract, the General Conditions and the Policies for a period of five years from the filing of its Report and to make them available to ÉEQ upon request.
7.2 Any audit or inspection by ÉEQ shall not release the Member from its obligations under the Regulation, the Contract, the General Conditions or the Policies. The Member shall be responsible for compliance at all times.
7.3 The Audit Policy provides additional information about the procedures, undertakings and obligations of the Members and ÉEQ in the framework of an audit, the allocation of the associated costs and the consequences or sanctions associated with any non-compliance identified during such an audit.
8.1 Producers that do not become Members or that do not maintain their Membership shall be subject to the penalties, sanctions and remedies provided for in the Environment Quality Act (chapter Q-2) or in the Regulation.
8.2 ÉEQ will notify the Ministry of a Member’s non-compliance with its obligations under the Contract, the General Conditions, the Policies or the Regulation and may cooperate with the Ministry on their enforcement and the exercise of their respective remedies.
8.3 ÉEQ shall also notify the Ministry if it becomes aware of any third party (non-Member) non-compliance and commits to establish a platform for receiving information on this matter from Producers or others who wish to voluntarily provide such information.
8.4 Where ÉEQ is, as a DMO, subject to sanctions, fines or penalties under the Rules, each Member individually shall not be liable for such sanctions, fines or penalties. Such sanctions, fines or penalties shall be considered by ÉEQ in the aggregate with respect to the System and funded from the Producers’ Financial Participation.
9.1 The Contract shall apply to all applicable procedures and remedies between ÉEQ and the Member pertaining to any period during which it was in force, even if its Membership is discontinued. A Member may cease to be a Member on the conditions established in the By-laws.
9.2 A Member may terminate its Membership with ÉEQ upon 90 days’ prior written notice if it no longer qualifies as a Producer.
9.3 ÉEQ may terminate a Member’s membership should any of the following events occur, by sending 30 days’ prior written notice, during which period the Member may provide any relevant information to ÉEQ:
a) If a Member assigns its assets for the benefit of its creditors, files a postponement proposal, or becomes insolvent or bankrupt; or
b) If a Member is no longer a Producer.
9.4 The following clauses shall survive the termination or expiry of the Contract, for the period stipulated herein or the period necessary for the exercise of the rights and remedies set out in the said clauses: 3.3, 4.2, 5.2, 5.4, 5.5, 5.8, 5.9 et 5.10 of the Member Contract and 1, 5b), 5d) , 6.3, 7, 10, 11, 12, 14 and 15 of the General Conditions, as well as the Producers’ Financial Participation Policy, Small Producers’ Policy, Interest, Penalties and Sanctions Policy and the Audit Policy in relation to the above provisions.
9.5 However, certain of the obligations under the Regulation, the Contract, the General Conditions or the Policies may remain in force and continue to apply to Members after that date. Furthermore, any unpaid amounts or other Financial Participation shall become due and payable immediately before the Membership ends.
10.1 ÉEQ shall will maintain reasonable commercial insurance to cover the risks associated with its operations, which shall include, at a minimum, the following coverages with a reputable insurer (grade A or A- or better from an independent agency such as A.M. Best or Standard & Poor):
a) Civil liability: $5,000,000;
b) Property: $700,000;
c) Cyber security: $1,000,000;
d) Directors and Officers: $10,000,000 (of which $5,000,000 is excess coverage); and
e) Professional Liability: $1,000,000.
The Member shall not be covered by ÉEQ's insurance under any circumstances, notwithstanding the Member's status as a Member and its obligations in connection with the Curbside Recycling System. The Member must therefore ensure that its commercial insurance is adequate and sufficient and shall be non-recourse to ÉEQ with respect to the Materials placed on the market and with respect to its obligations under the Regulation and this Agreement.
10.2 ÉEQ and the Members shall be liable to each other for damages caused by their fault, including reasonable lawyers’ fees and the resulting legal proceedings. However, such liability shall be limited and no indemnity shall be due in connection with collateral or punitive damages, loss of revenue, loss of value or business interruption, unless specifically permitted by the Regulation.
10.3 ÉEQ assumes no obligation with respect to the raw materials and the products manufactured, sold or distributed, or which are managed by the Member in any way, if they do not constitute Materials covered by the Curbside Recycling System. Nor shall ÉEQ be liable for damages due to interruptions, outages or other unavailability of ÉEQ Portal.
10.4 Where permitted by the applicable laws, the liability that ÉEQ may incur toward a Member shall at all times be limited to (a) the amount of the Financial Participation paid by the Member for the year preceding the first act or first omission giving rise to the liability; or (b) the amount of ÉEQ’s insurance coverage per event, whichever is less.
11.1 Both the Member and ÉEQ agree to abide by the Confidentiality Policy. Except as provided in this Contract, the Confidentiality Policy or the Regulation, both the Member and ÉEQ agree not to disclose publicly or to third parties (other than advisers and representatives) any confidential documents or confidential information received from each other.
11.2 ÉEQ may transmit any documents or information the Member has conveyed to it in the framework of the Contract, the General Conditions or the Policies to the Ministry and to any other governmental authority where such transmission is required for the purposes of the System or as provided in the Regulation, the Contract, the General Conditions, the Policies or the ÉEQ General By-laws, or any law or order of a judicial or quasi-judicial authority.
11.3 ÉEQ may also use the information conveyed to it in the exercise of its rights and obligations under this Contract, the General Conditions, the Policies, the Regulation or the ÉEQ General By-laws.
11.4 ÉEQ may use the information the Member has conveyed to it for the purpose of developing, implementing, supporting and improving the System. For example, ÉEQ will conduct studies and analyses and compile statistics and may publish reports or compilations of data. However, except as provided herein, ÉEQ undertakes and agrees that no publication or disclosure shall be nominative, in other words, allow the Member to be identified, directly or by logical deduction, in connection with confidential information.
11.5 Personal Information provided to ÉEQ will be handled in accordance with the Confidentiality Policy and the Member consents to the uses indicated therein. Before transmitting any Personal Information to ÉEQ, the Member shall ensure to have obtained all necessary consents for this purpose, for the purposes and processing set out in the Confidentiality Policy. The Member shall also expressly notify ÉEQ when Personal Information is transmitted to it, as well as the restrictions and uses that apply to it. The confidentiality obligations set out in this Article 11 shall be in force throughout the term of the Contract and for an additional period of five years thereafter.
11.6 The Member agrees to use the Confidential Information of ÉEQ only for the purpose of carrying out its rights and obligations under the Agreement, the General Conditions, the Policies, the General By-Laws of ÉEQ, the Regulations or in accordance with any order of a competent governmental authority, unless it obtains the prior written consent of ÉEQ. It shall be disclosed only to those representatives of the Member who have a need to know for such purposes and who have entered confidentiality undertakings. The Member shall use reasonable safeguards and cyber security measures with respect to ÉEQ's Confidential Information and the Member agrees to destroy any copies thereof upon request by ÉEQ.
11.7 The confidentiality obligations in this Section 11 shall be in effect for the term of the Agreement and an additional 5 years thereafter.
12.1 No licence or assignment of rights is created between the Member and ÉEQ under the Contract, the General Conditions or the Policies, except as per this Section 12. Each party shall retain its intellectual property rights to the information, documents and other material shared with each other.
12.2 The Member authorize ÉEQ to use the member’s data to perform its undertakings and carry out its mission. From a legal point of view, this means that subject to ÉEQ’s confidentiality undertakings, the Member grants ÉEQ a non-exclusive, worldwide, royalty-free right to use, copy, record and transmit the information in its Member Report. This right is limited to such as may be necessary for developing, implementing and financially supporting the System and the undertakings stipulated in the Contract, the General Conditions, the Policies and the Regulation.
12.3 ÉEQ is the exclusive holder of the rights associated with the ÉEQ Portal and the material made available to the Members. Any use, modification or communication thereof shall be in conformity with this Contract or the Policies or be consented to by ÉEQ in advance. The video clips and other content made available to the Members and the public on ÉEQ Portal and its Website may be used for non-commercial purposes only, while respecting the copyright of ÉEQ or of other concerned persons.
13.1 ÉEQ reserves the right to make amendments to the Contract, the General Conditions and the Policies at any time at its sole discretion. Any such amendments shall form an integral part of the Contract, without prejudice to the application of Section 13.3 of these General Conditions and in accordance with the following:
a) Any amendment shall be approved by ÉEQ’s Board of Directors before being adopted;
b) Members shall be notified in writing 60 days prior to the effective date of any changes. During this 60-day period, Members may contact and provide comments to ÉEQ;
c) (c) Changes affecting the Materials to be included in the Member Report and affecting the associated Producer Financial Participation shall take effect no earlier than the next reporting period to allow Members to adjust their practices; and
d) Not all changes will be subject to a consultation process.
13.3 The Members may initiate discussions with ÉEQ about amendments to the Contract, the General Conditions or the Policies by calling a special meeting for that purpose in accordance with the ÉEQ General By-laws.
13.4 The adoption of the Eco-Modulated Financial Participation Schedules shall be subject to the provisions of Section 3.1m) of these General Conditions.
13.5 On an annual basis, at the time of reporting, each Member shall confirm that it accepts the modifications, if any, made to the Contract, the General Conditions and the Policies by ÉEQ.
14.1 Any disputes concerning the Contract, the General Conditions, the Policies or further to a contestation shall be the subject of written notice to the other party. The Member and ÉEQ shall then both attempt to resolve the dispute through discussions between its respective representatives within 90 days of receipt of such notice.
14.2 This delay shall not delay the enforcement by ÉEQ of the sanctions provided for in the Interest, Penalties and Sanctions Policy or the Audit Policy and shall not limit the right of ÉEQ or the Member to seek injunctive relief or other forms of enforcement.
14.3 If the dispute is not resolved within 90 days or if the Member fails to participate in the settlement process, then the dispute shall be subject to the exclusive jurisdiction of the courts of general jurisdiction in the Province of Quebec, District of Montreal.
14.4 Where ÉEQ is exercising remedies against the Member, it shall be responsible for the reasonable costs (including lawyers’ and experts’ fees, judicial costs, collection agency costs, etc.) and the other losses and damages sustained and incurred by ÉEQ, for which the Member shall be invoiced.
15.1 Unless otherwise expressly stipulated, the remedies provided in this Contract, the General Conditions, the Regulation and the Policies shall be cumulative. This means that a party may exercise more than one remedy at a time.
15.2 Any notices required under the Contract, the General Conditions or the Policies shall be valid if given in writing and sent by a means of electronic communication. For this purpose, the email address of the Member shall be the one supplied via ÉEQ Portal and that of ÉEQ is service@eeq.ca. Such notice shall be deemed to have been received on the same day or, if transmitted outside the business hours of ÉEQ, on the next business day. Notices shall also be valid if given in accordance with the Code of Civil Procedure (Québec) using the contact information the Member entered in ÉEQ Portal.
15.3 Any failure by ÉEQ to exercise any of its rights or remedies under the Regulation, this Contract, the General Conditions, the Policies or the ÉEQ By-laws shall not be deemed to be a waiver of those rights and remedies. If ÉEQ tolerates a breach, such tolerance shall not constitute a waiver in respect of any subsequent breach. No waiver by ÉEQ with respect to the Contract, the General Conditions or the Policies shall be effective unless expressly described as being a waiver and issued in writing.
15.4 ÉEQ as well as the Member and its respective successors, legatees, and other legal representatives shall be bound by the Contract. The Member may not assign or otherwise transfer its membership or its obligations under the Contract without the prior written consent of ÉEQ. In the event of a sale, purchase or corporate amalgamation, the purchaser may be required to complete the necessary formalities for a new subscription as a Member, unless ÉEQ or the Policies allow a transfer of the relevant information associated with the Member file. ÉEQ may assign its rights and obligations under this Contract and the Regulation to any successor to its activities, in whole or in part, whether by order-in-council, amalgamation, business transfer or other transaction.