HarbourClose Terms of Service

Effective date: Not yet effective — development and counsel-review draft
Draft last updated: August 31, 2026
Draft version: HC-TOS-DRAFT-1.1-en-CA

These Terms of Service ("Terms") are a legal agreement between you and [####### Canada Inc.], a corporation incorporated under the Canada Business Corporations Act, operating as HarbourClose ("HarbourClose," "we," "us"). Registered office: [●]. Contact: [●]@harbourclose.ca · [phone ●] · [fax ●].

You accept these Terms only when you are shown the applicable version and affirmatively select the acceptance control. If you do not agree, do not use the Services. We record the version and presented-document reference you accepted, along with the date, time, account, and relevant acceptance context. Every Party must accept the current applicable Terms before viewing or acting on a private Transaction File.

Plain-language summary (not a substitute for the Terms below): HarbourClose is a documentation and transaction coordination platform for private boat sales. Depending on the product that is actually available and identified in your Order, we may provide standardized documents, a guided workflow, factual searches, automated extraction or summaries, reminders, and administrative support. We are not a law firm, broker, title guarantor, or party to your sale, and we do not advise you which deal terms to choose. You and the other parties remain responsible for reviewing the transaction facts, documents, deadlines, and decisions. Creating or saving an unpaid draft does not itself create a payment obligation. Any fee, refund, cancellation, or funds-handling terms that apply to a paid Service will be disclosed before you place the Order.

1. Definitions

• "Services" means the HarbourClose website, platform, and the products described in Section 4, including add-on services.
• "Transaction File" or "File" means the record the platform creates for a specific transaction, to which the parties, vessel details, documents, conditions, deposits, and communications attach.
• "Party" means a buyer, seller, or co-owner attached to a File.
• "Purchase Agreement" means the agreement of purchase and sale between the buyer and seller generated through the platform.
• "Order" means the checkout or written quote through which you select and agree to purchase a HarbourClose Service.
• "Consumer" means an individual using the Services for personal, family, or household purposes.
• "User Content" means information, instructions, messages, documents, photographs, survey material, and other content you enter, submit, or upload.

2. What HarbourClose Is — and Is Not

HarbourClose is a documentation and transaction coordination company. Depending on the Service identified as available in your Order, we provide standardized documents, a structured workflow, factual searches, technology-assisted document handling, and administrative support for private boat transactions.

HarbourClose is not:

• a law firm or a provider of legal services. We do not provide legal advice or legal opinions, determine the legal effect of a term or event, or tell you which rights or remedies to exercise. No solicitor-client relationship, privilege, or legal-services retainer is created by using the Services. Our documents are standardized forms completed with information and selections supplied or confirmed by the Parties. Explanations describe a document, condition, or process step in general terms; they are informational only and are never a recommendation about what you should do. You are free to obtain, and we encourage you to consider, independent legal advice before signing, waiving a condition, accepting custom wording, responding to a dispute, or acting on a title or ownership concern.
• a yacht broker, dealer, appraiser, or marketplace. We do not list or market boats to the public, find or screen buyers or sellers, recommend a price or deal term, negotiate on anyone's behalf, or act as anyone's agent. Technology that transmits a Party's offer, response, or counterproposal does not mean HarbourClose made or negotiated it.
• a party to your transaction. The Purchase Agreement, Bill of Sale, and every other transaction document are contracts between the buyer and seller only. We are not responsible for either party's performance.
• a bank, trust company, lender, insurer, or provider of tax advice. HarbourClose will not receive, hold, release, or transfer boat-sale money unless and until that feature is expressly made available under Section 7 following the required legal, regulatory, banking, safeguarding, and operational review.
• a surveyor, inspector, engineer, or repair professional. We do not inspect, appraise, test, or evaluate any vessel, and we express no view on a vessel's condition, value, seaworthiness, safety, or suitability.

We are neutral between buyer and seller. We do not take sides, adjudicate disputes, or judge who is right. No agency, fiduciary, partnership, joint venture, employment, brokerage, or representative relationship is created between HarbourClose and any Party.

3. Eligibility and Accounts

You must have reached the age of majority in your province or territory and be capable of entering binding contracts. You may use the Services on behalf of a corporation or other business if you have authority to bind it; "you" then includes that entity.

You are responsible for the security of your account credentials and for all activity under your account. Do not share an invitation link or permit another person to use your account. Notify us promptly of any unauthorized use. Information you provide must be accurate, current, and complete, and you must keep it updated. Account access alone does not make a person a buyer, seller, owner, signatory, or authorized representative — those facts must be established in the transaction records and documents.

The Services are intended for transactions where the vessel and parties are located in a supported Canadian jurisdiction. HarbourClose does not offer Services in Nunavut. A Nunavut residence, Service address, Party location, or vessel location may make the requested File unavailable. Available languages, document templates, searches, filing assistance, and other features may vary by province or territory. We may restrict a Service in a jurisdiction until its required language, consumer-contract, privacy, registration, document, and operational controls are ready. A French interface or translation does not by itself mean that a particular legal document or Service has been approved for use in Quebec.

4. The Services

The platform is being developed around the following product categories. A product or feature is available to you only when the website or a written quote expressly identifies it as available at the time of your Order:

• Basic Documents — a self-service document preparation and signing service for a straightforward, already-agreed private sale. The available service may include a Vessel Bill of Sale, Seller's Lien Declaration, payment record or receipt, delivery guidance, and licence-transfer guidance, as specifically shown in your Order.
• Guided Process — a structured workflow for Party-submitted offers and counterproposals, selectable conditions, deadlines, document preparation, closing summaries, delivery, e-signature, and factual searches, with only the options specifically shown in your Order.
• Boat Sale with a Coordinator — the available Guided Process features plus an assigned HarbourClose closing coordinator or documentation specialist who provides the administrative support identified in your Order. The coordinator does not represent either side and has no authority to make decisions or bind a Party.
• Federal Documentation — collection, administrative review, preparation, and submission support for identified Transport Canada vessel registry filings. Work begins only after you approve a written quote consisting of our service fees plus Transport Canada fees passed through at cost.
• Add-ons — only those add-ons expressly shown as available when you order, which may include factual searches, trailer documents, third-party professional services, rush handling, or printed materials.

Features described as planned, unavailable, under development, or subject to legal or provider readiness are not part of the Services and must not be relied on. In particular, HarbourClose-held deposits, final-funds administration, automated document generation, e-signature, and third-party messaging or search integrations are available only after the website expressly marks them live and your Order includes them.

Posted prices, product contents, and availability may change at any time; changes do not affect Files already paid for. Timelines we display are estimates, not commitments — closing speed depends on the parties, third parties (banks, registries, e-signature and search providers), and government processing times.

Government processes. HarbourClose is not Transport Canada or any other government body and cannot guarantee that a government authority will accept a filing, approve a transfer, or act within any timeframe. You remain responsible for requirements the law requires you to complete personally. A Pleasure Craft Licence is not proof of ownership. A buyer acquiring a pleasure craft with an existing Canadian Pleasure Craft Licence is generally responsible for applying to transfer the licence within 30 days of the ownership change.

We may decline, suspend, or discontinue any File or Service where we reasonably believe it involves fraud, unlawful activity, a transaction outside our published scope, or a risk we are not equipped to administer. If we decline a File before any work is performed, we will refund the service fee for that File.

5. Fees, Taxes, and Payment

Creating, opening, or saving an unpaid draft File does not itself create a payment obligation. Before you place an Order, we will show the Service being purchased, the total price and taxes, the paying Party or fee split, any third-party charges, the material restrictions and cancellation or refund terms, and when performance begins. You will have an opportunity to review and correct the Order and to accept or decline it.

Unless the Order states otherwise, a Service fee becomes earned when payment is completed and HarbourClose begins the purchased work. After that point it is non-refundable where permitted by law, including if the underlying boat transaction does not complete, a Party withdraws, a condition fails, or a File expires. Any different refund, cancellation, milestone, or quote-specific terms will be shown before purchase. Nothing in these Terms excludes a refund, cancellation, disclosure, delivery, or other consumer right that applicable law does not permit you to waive.

Where consumer-protection law requires it, we will provide a retainable copy of the completed Order or consumer agreement containing the required transaction information, the consumer's name and address where required, and the agreement date. Province- or territory-specific disclosure, review, correction, delivery, cancellation, and refund rights apply despite any inconsistent wording in these Terms or an Order.

Fees are stated in Canadian dollars and are exclusive of applicable GST/HST/PST/QST, which we collect based on your province or territory as required by law. By default the party who opens the File pays the fee; a fee split between buyer and seller is available at checkout. Third-party charges (for example, Transport Canada fees, wire fees, notary charges) are passed through at cost where stated.

Service fees are not boat-sale money. Our online checkout provider is used only for HarbourClose's own service fees and add-ons — never for vessel purchase funds, deposits, payouts, or seller proceeds, which move only as described in Section 7. Card payments are processed by the payment provider under its own terms; we do not receive or store your full card number.

Taxes on your boat purchase are your responsibility. Provincial sales tax may be payable on a private boat purchase — for example, Ontario retail sales tax that a buyer must self-remit. Information the platform displays about potential purchase taxes is general information only, not tax advice; confirm your obligations with the relevant tax authority or a tax professional.

6. How a File Works; Both-Party Acceptance

Either the buyer or the seller may open a File and invite the other party (and any co-owners) by email or SMS. A seller may prepare a boat file and share a private link with a buyer; those pages are not public listings and are accessible only by the link. You must have a lawful and reasonable basis to give us another person's contact information and to ask us to send the invitation. Every Party must create an account and accept these Terms before viewing or acting on a File. A File cannot reach signed status until every attached Party required to sign has signed the applicable documents.

You are responsible for the accuracy, completeness, lawfulness, and authority for everything you enter, instruct, or upload — including names, addresses, contact details, hull identification numbers, serial numbers, prices, authority to act, ownership documents, custom wording, and third-party reports. Documents and workflow records are generated from information Parties supply and confirm. We do not verify ownership, title, signing authority, vessel condition, or the truth of either Party's statements, except where a specific search or verification step is an express, stated part of the Service you purchased — and then only to the extent of that step's stated, factual output.

6.1 Authority and Party decisions

You may act only for yourself or for a person or entity that has authorized you to act. Adding a person to a File, possessing an email account, providing an identity document, or applying an electronic signature does not by itself prove ownership, authority, legal capacity, or the absence of another person's interest. Each Party chooses and approves its own price, conditions, dates, waivers, amendments, closing figures, and other transaction decisions.

6.2 Custom wording and transcription

Where the platform permits custom condition or other Party-supplied text, the Parties—not HarbourClose—select and approve that wording. HarbourClose does not draft, revise, assess, or recommend custom legal language. If a coordinator enters text from your instruction or source document, the coordinator acts only as an administrative scribe; you must review the exact text before it is used. We may refuse wording that is incomplete, unlawful, outside the Service scope, or reasonably requires a licensed professional.

6.3 Deadlines, reminders, and communications

Calendar entries, status labels, reminders, checklists, and suggested next steps are convenience tools, not monitoring guarantees or legal notices. Delivery may be late, fail, or be affected by a Party, provider, device, spam filter, or outage. The Parties remain responsible for knowing and meeting their contractual, filing, limitation, registration, tax, insurance, and other deadlines and for obtaining advice about the effect of a missed deadline. HarbourClose does not decide that a condition, agreement, or right has expired, been waived, been fulfilled, or been terminated.

6.4 Coordinator support

A closing coordinator or documentation specialist may organize information, request missing items, record Party instructions, track workflow status, and follow up on open tasks. The coordinator does not owe a fiduciary duty, represent either Party, negotiate, exercise discretion on a Party's behalf, supervise a Party's legal obligations, guarantee completion, or have authority to sign, waive, accept, release, settle, or otherwise bind a Party. A Party must review and approve consequential actions in the File.

6.5 Closing statements and calculations

Any closing statement, payment summary, tax field, adjustment, or calculation is prepared from Party-supplied or third-party information and is provided for transaction recordkeeping. It is not legal, tax, accounting, or financial advice. The responsible Parties must check every amount, allocation, registration number, adjustment, and applicable tax treatment before approval or use.

File duration. Basic Documents Files are intended to remain open for 30 days and may be extendable on request up to 90 days total. Guided Process and Boat Sale with a Coordinator Files are intended to remain open until the closing date plus a 30-day grace period. The applicable duration, expiry consequences, and any extension terms will be disclosed in your Order. Dormancy procedures for HarbourClose-held funds apply only if that funds service has been lawfully launched and included in the Order (Section 7.5).

7. Deposits and Funds Handling

This Section 7 does not mean that HarbourClose currently offers funds handling. HarbourClose will not receive or hold a deposit, final payment, lien payout amount, seller proceeds, or other boat-sale money unless the website expressly marks the applicable funds service available, your Order includes it, and HarbourClose has completed the required legal and regulatory analysis, registrations or regulated-provider arrangements, banking structure, safeguarding measures, insurance or guarantee requirements, written controls, and separate funds disclosures. The legal characterization of any future funds service is determined by applicable law, not by the wording used in these Terms.

7.1 Three deposit arrangements

The Purchase Agreement may record a deposit paid directly to the seller or no deposit. If HarbourClose-held deposits are later made available and included in the Order, the Purchase Agreement may also record that arrangement. Sections 7.2–7.6 apply only after HarbourClose-held funds are expressly launched and only to funds HarbourClose actually receives. Deposits paid directly to a seller are outside HarbourClose's control, and we do not administer, verify, release, or return them.

Customer records for these paths must remain distinct. A direct buyer-to-seller payment may produce a seller-issued receipt that contains no HarbourClose branding or representation that HarbourClose handled the money. A receipt for money actually recorded in the HarbourClose Client Deposit Account is a separate HarbourClose record.

7.2 How we hold funds

Before any funds service is launched, the applicable Order and separate funds disclosures will identify the regulated or banking structure, safeguarding method, account treatment, accepted payment methods, interest treatment, ledger controls, release rules, fees, and responsible service providers. HarbourClose will not describe funds as held in trust, safeguarded, insured, guaranteed, or segregated unless the corresponding legal and operational arrangement is actually in place.

7.3 Release of funds

If a funds service is launched, funds will be released only as permitted by the separate funds terms, the Purchase Agreement, applicable law, and any binding direction or order. The final controls must include independently authorized outbound payments and verified instructions. HarbourClose will administer defined release mechanics but will not adjudicate disputes. The separate funds terms must explain how disputed, dormant, returned, or unclaimed funds are handled and when lawful administrative costs may be deducted.

7.4 Payout verification

If payouts are made available, banking details must be verified using the disclosed verification procedure before funds move, and any change to payout details restarts verification. HarbourClose will not accept payout instructions or changes solely by ordinary email and may refuse to act on an instruction it cannot verify.

7.5 Dormant Files and unclaimed funds

Before a funds service is launched, the separate funds terms must establish notice, dormancy, dispute, court-payment, unclaimed-property, retention, and lawful cost-deduction procedures. Those procedures, rather than this development draft alone, will govern any funds HarbourClose actually holds.

7.6 Fraud prevention and compliance

We may delay or refuse a File action where we reasonably suspect fraud or unlawful activity, or where a legal or compliance obligation requires it. If a funds service is launched, the separate funds terms will address holds, reversals, freezes, screening, reporting, and required information. We may require identification or additional information where reasonably necessary for the Service, security, fraud prevention, or legal compliance and may suspend the affected Service until it is provided.

8. Identity Capture

Where the selected Service permits or requires it, a Party may provide government-issued photo identification or enter identity details manually. ID images are not shown to the other Party, who may see only a limited status such as "ID not yet provided," "ID on file," or "ID verified." The Privacy Policy will identify the purposes, service providers, access controls, disclosures, retention period, deletion process, and individual rights that apply to identity data. The intended default is to permanently delete the ID image and extracted full identifier 30 days after the File closes, expires, or is cancelled, while retaining only a minimal verification and deletion record. A documented legal or administrative hold may pause deletion only for as long as the hold is required. "ID on file" means only that an image was captured and stored; it does not mean HarbourClose verified the document or the person's identity unless the selected Service expressly includes verification.

We will give any additional notice and obtain any separate express consent required before using facial comparison, liveness detection, or another biometric technique. We will not treat acceptance of these Terms as consent to an optional biometric process.

8.1 AI, OCR, and automated assistance

Where expressly identified in the Service, software may classify a document, extract fields, compare records, summarize content, identify possible mismatches, or prepare draft survey issue descriptions. Automated output can be incomplete, inaccurate, or misleading. It is not legal advice, a legal opinion, a title or identity determination, a factual certification, or a substitute for reviewing the source document. HarbourClose will present consequential extracted or suggested information for human review using language such as "We found this information. Please confirm it is correct." A human confirmation means only that the reviewer approved the information for the identified workflow purpose; it does not make HarbourClose the source or guarantor of that information. The Privacy Policy describes personal-information processing by any AI or OCR provider.

9. Documents, Electronic Signatures, and Electronic Communications

Documents are generated from fixed, versioned templates approved for the identified product, jurisdiction, and language, plus any clearly identified Party-supplied fields or custom text the template permits. You select from the supported options and supply or confirm the facts. HarbourClose does not adapt a template to give legal advice or determine that it is suitable for your circumstances. It is your responsibility to read every document, resolve blanks and inconsistencies, and obtain any desired professional advice before signing it.

By affirmatively accepting these Terms, you consent to receiving the documents, disclosures, invoices, and contractual notices for the Services electronically and, where offered, to using the identified e-signature provider. Electronic information and signatures may satisfy legal writing or signature requirements where the parties consent and applicable law permits, but some documents, transactions, recipients, and government processes require an original, witness, notarial act, prescribed form, identity method, or particular filing method. An e-signature completion certificate does not by itself prove legal capacity, signing authority, ownership, voluntariness, or notarization. You can retain and print documents made available through your account. If you cannot use electronic delivery, contact us before placing an Order to ask whether an alternative is available and whether an additional charge applies.

You agree that we may send service, security, and transaction messages that are necessary to administer your account, Orders, and Files using the contact methods you provide, subject to applicable law. Consent to these Terms is not consent to promotional marketing. Marketing consent, records, sender information, and unsubscribe controls will be handled separately as required by Canada's Anti-Spam Legislation.

10. Lien Searches and Other Factual Services

Where a Service includes a lien or registry search (including a PPSA search), we report the factual output of the search performed (for example, "no lien found in completed searches" against the names, numbers, and registries actually searched, on the date searched). Each additional debtor name, former name, business name, serial number, or other separate search criterion may be a separate search item and fee. A search result is not an opinion on title, not a statement that no encumbrance exists anywhere, and not a promise about registrations made after the search date or in registries or against names not searched. Interpretation of search results belongs to the Parties.

Inherent limits of registry searches — please read. Lien registries return only registrations that match the exact search criteria used. You acknowledge that searches are performed on a best-efforts basis using the names, serial numbers, and identifiers supplied by the Parties, and that a search — even one performed correctly — can fail to disclose a security interest or encumbrance for reasons outside our control, including: a name registered with a different spelling, order, initials, or variation than the name searched; a registration made against a previous owner or a person other than the seller; an incorrect, altered, or unregistered hull identification number or serial number; a registration in a province, territory, or registry other than those searched (security interests can follow a debtor who moves); a registration made after the search date; interests that arise without registration; and errors or omissions in the registry systems themselves. A "no lien found" result means only that the specific searches performed returned no matching registrations — it is not a guarantee, warranty, or representation that the vessel, motor, or trailer is free of liens or encumbrances, and you agree not to rely on it as one. If lien status is critical to your decision, you may run additional searches (including in other jurisdictions), require the seller's documentation, or obtain independent legal advice. Our liability in connection with any search is limited as set out in Section 15.

10.1 Survey reports and issue records

A buyer-uploaded survey or inspection report remains restricted to the buyer and authorized HarbourClose staff unless the buyer deliberately shares it or law requires disclosure. A survey issue card shown to a seller is a Party-approved summary of an issue the buyer chose to raise. A statement that HarbourClose "verified" an issue means only that authorized staff confirmed the described issue appears in the identified buyer-uploaded report; HarbourClose does not independently certify the vessel, the issue, the surveyor's opinion, causation, repair scope, cost, materiality, or legal effect. The uploader must have the right to provide the report and authorize the processing and limited use described in the File.

11. Your Transaction Is Between You and the Other Party

The decision to buy or sell, the price, the conditions, the deadlines, and every other deal term are chosen by the Parties alone. HarbourClose does not guarantee that any transaction will complete, that either Party will perform, that a vessel is as described, or that a transaction document will achieve a Party's intended legal or tax result. Claims arising from the transaction itself — misrepresentation, non-payment, defects, authority, ownership, failure to close, and similar — are between buyer and seller. If your Purchase Agreement makes one Party responsible for the other's costs in defined circumstances, interpreting and enforcing that obligation is a matter between the Parties.

If a transaction document conflicts with these Terms, the transaction document controls only as between the parties to that document on the subject it covers; these Terms continue to govern your relationship with HarbourClose.

12. Acceptable Use

You agree not to: use the Services for any unlawful purpose, including fraud, money laundering, sanctions evasion, or the sale of stolen property; impersonate any person or misstate identity, ownership, signing authority, or authority to sell or instruct; enter another person's sensitive information without lawful authority; upload content you have no right to upload or disclose, or malicious code; use User Content to defame, harass, threaten, or unlawfully invade another person's privacy; interfere with or attempt to bypass security or access controls, or access another user's data; scrape, copy, resell, or commercially exploit the platform, templates, or generated documents outside your own transaction; or use the Services to offer a competing service. We may preserve evidence and suspend or terminate accounts and Files involved in violations. Fees for Files terminated for your violation remain earned to the extent permitted by law; funds we hold remain subject to Section 7.3.

13. Intellectual Property

The platform, site content, workflows, checklists, and document templates are owned by HarbourClose or its licensors and are protected by law. You receive a limited, non-exclusive, non-transferable licence to use them solely to complete your own transaction. Executed transaction documents belong to the Parties to the transaction; the underlying templates remain ours. You retain your rights in User Content and grant HarbourClose and its contracted service providers a non-exclusive licence to host, copy, process, extract, format, transmit, display to authorized File participants, and retain it only as reasonably necessary to provide the Services, maintain required records, enforce these Terms, and comply with law. You represent that you have the rights and authority required to grant that licence, including for third-party reports or photographs. Feedback you give us may be used without restriction or compensation, but we will not publicly identify you as its source without permission.

14. Privacy

Our collection, use, retention, safeguarding, access, correction, and disclosure of personal information is described in the Privacy Policy [link to be added] and governed by applicable Canadian privacy law. Depending on the activity and jurisdiction, this may include the federal Personal Information Protection and Electronic Documents Act (PIPEDA), Alberta's and British Columbia's Personal Information Protection Acts, and Quebec's Act respecting the protection of personal information in the private sector. The Privacy Policy will identify the locations and roles of material service providers, any AI or OCR processing, and any processing outside Canada or outside Quebec. We will not represent that all data remains in Canada unless that statement has been verified across the complete production provider, support, logging, backup, and subprocessors chain.

15. Disclaimers and Limitation of Liability

Consumer protection and other laws may provide rights, warranties, remedies, and procedural protections that cannot be excluded, limited, or waived. Nothing in these Terms excludes, limits, or waives any right, warranty, remedy, liability, or procedural protection that applicable law does not allow to be excluded, limited, or waived. The limitations below apply only to the maximum extent permitted by the law that applies to you.

IMPORTANT FOR QUEBEC CONSUMERS: The exclusions and limitations in this Section 15 do not apply to you where they would release HarbourClose from the consequences of its own act or the act of its representative, exclude or limit liability for intentional or gross fault or for bodily or moral injury, or otherwise be prohibited by Quebec law.

Except as expressly stated in these Terms or required by law, the Services are provided "as is" and "as available," and we make no representations or warranties regarding: completion of any transaction; the conduct, identity, solvency, or truthfulness of any Party; the condition, value, title, or transferability of any vessel; the outcome of any government filing; or uninterrupted, error-free operation of the platform.

To the maximum extent permitted by applicable law:

• (a) HarbourClose's total aggregate liability to you for all claims arising out of or relating to the Services or these Terms is limited to the greater of (i) the service fees you paid to HarbourClose for the File giving rise to the claim, and (ii) $500 CAD — except that this cap does not apply to our obligation to disburse funds we actually hold for your File in accordance with Section 7.3, for which our liability shall not exceed the amount we hold for that File;
• (b) HarbourClose is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost opportunities, or loss of the transaction, even if advised of the possibility;
• (c) HarbourClose is not liable for the acts or omissions of the other Party to your transaction or of independent third parties, including banks, registries, government offices, e-signature, search, notary, survey, repair, or delivery providers, except to the extent HarbourClose is legally responsible and that responsibility cannot be excluded;
• (d) nothing in these Terms limits liability for our own fraud, wilful misconduct, gross negligence, death or personal injury caused by our negligence, breach of privacy or confidentiality obligations to the extent a limitation is prohibited, or any other liability that cannot be limited by law.

You must bring any claim within the limitation period prescribed by applicable law.

16. Indemnity

This Section 16 applies only to third-party claims. It does not require you to reimburse HarbourClose for a direct claim you bring against HarbourClose.

To the maximum extent permitted by applicable law, you will indemnify, defend, and hold harmless HarbourClose, its affiliates, and their respective directors, officers, employees, contractors, and agents (the "Indemnified Parties") from third-party claims, proceedings, damages, judgments, settlements, penalties, and reasonable external legal fees and costs, but only to the extent arising from:

• your fraud, wilful misconduct, unlawful use of the Services, or material breach of Sections 3, 6, 12, or 13;
• your false, misleading, incomplete, or unauthorized statement, instruction, confirmation, signature, or User Content, including a claim that you lacked ownership, signing authority, consent, intellectual-property rights, privacy authority, or authority to provide another person's information;
• a commitment, representation, custom term, instruction, or transaction decision made by you to or concerning another Party; or
• your violation of applicable law or infringement of a third party's rights.

You have no indemnity obligation to the extent a claim was caused by an Indemnified Party's breach of these Terms, negligence, gross negligence, wilful misconduct, violation of law, or matter for which indemnification cannot lawfully be required. Nothing in this Section releases HarbourClose from the consequences of its own acts or omissions or makes you responsible for providing HarbourClose's contracted Services.

If indemnification may apply, HarbourClose will give you reasonably prompt notice of the third-party claim. A delay in notice reduces your obligation only to the extent it materially prejudices the defence. You may assume control of the defence using counsel reasonably acceptable to HarbourClose. HarbourClose may participate with its own counsel at its own expense. You may not settle a claim without HarbourClose's prior written consent if the settlement does not fully release the Indemnified Parties, admits wrongdoing by an Indemnified Party, imposes a non-monetary obligation on an Indemnified Party, or requires an Indemnified Party to pay an amount not covered by the indemnity. Consent will not be unreasonably withheld.

Consumers, including Quebec consumers: this Section applies only where and to the extent applicable consumer protection law permits it. It does not remove or reduce any mandatory consumer remedy, reverse a burden of proof imposed on HarbourClose by law, require a Consumer to indemnify HarbourClose for HarbourClose's own act or the act of its representative, or impose an excessive, harsh, unconscionable, or abusive obligation.

17. Governing Law, Disputes, and Consumer Rights

Consumers. These Terms and each Consumer Order are governed by the mandatory laws of the province or territory where the Consumer resides and the federal laws of Canada applicable there. Nothing in these Terms requires a Consumer to arbitrate, prevents a Consumer from going to a court or tribunal that has jurisdiction (including Small Claims Court), prevents a Consumer from commencing or joining a class proceeding, or requires a Consumer to litigate outside the forum made available by applicable law. Any provision that would have that effect does not apply.

Business users. If you obtain the Services for business purposes and are not a Consumer, these Terms are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules, and you submit to the exclusive jurisdiction of the courts of Ontario, subject to any non-waivable law.

Before starting a proceeding, both you and we agree to attempt in good faith to resolve the dispute through our support process. This is encouraged and does not shorten a limitation period or operate as a precondition where that would limit a legal right.

Quebec language and mandatory law. Before a Quebec customer is asked to agree to these Terms or a related standard-form contract, HarbourClose must provide the applicable French version and related documents as required by the Charter of the French Language and consumer law. A customer may choose to be bound by an available version in another language only after the French version has been remitted and the customer expressly requests the other language. No customer will be charged for the French version. Where Quebec law permits the customer to rely on the version most favourable to them, nothing in these Terms limits that right. Quebec consumer law, including its rules for distance contracts and prohibited stipulations, applies where required.

18. Changes to the Services and to These Terms

We may update these Terms. Each version is numbered and dated, and your acceptance of a version is recorded. For material changes we will give the advance notice required by applicable law and request fresh acceptance where required. Changes do not apply retroactively to a File already opened and do not unilaterally change the essential elements of a fixed Order, except to the limited extent required by law or expressly permitted without reducing your rights. If you do not accept updated Terms, you may stop using the Services; Files already paid for will be completed under the version you accepted, subject to mandatory law. Any province- or territory-specific right to reject, cancel, or rescind after an amendment remains available.

19. Termination

You may close your account at any time; obligations already incurred (including properly earned fees and any lawful handling of funds) survive. We may suspend or terminate your access as described in Sections 4, 7.6, and 12. On termination of a File or account, Sections 5, 7, 8, 11, 13, 14, 15, 16, 17, and 20 survive. Document and personal-information retention follows the approved Privacy Policy, the applicable Order, and legal preservation or record-keeping requirements; the final retention schedule must be established before launch.

20. General

• Entire agreement. These Terms, the Privacy Policy, and the order/checkout details for the Services you purchase are the entire agreement between you and HarbourClose regarding the Services, superseding prior discussions. They do not replace or form part of the Purchase Agreement between buyer and seller (see the conflict rule in Section 11).
• Severability. If any provision is unenforceable, it is severed to the minimum extent necessary and the remainder stands.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent. We may assign them in connection with a reorganization, financing, or sale of the business, on notice to you.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including outages of third-party providers, registry or government closures, and banking system disruptions) — except for your obligation to pay fees, and except that funds we hold remain subject to Section 7.
• Language. Outside Quebec, the language version presented and accepted by you governs to the extent permitted by law. For Quebec customers, the language process and customer rights in Section 17 apply. A machine translation is not an approved legal version.
• Notices and contact. Questions and support: [●]@harbourclose.ca · [phone ●] · [mailing address ●]. To give HarbourClose a legal notice, send it by email to [●]@harbourclose.ca with the subject line "Legal Notice" and by tracked mail or courier to our registered office. We may give you legal or contractual notice at the email address on your account, through the platform, or by any method permitted by law.

HarbourClose is a documentation and transaction coordination company. We provide standardized documents, closing workflow, and administrative support — not legal advice.