Terms of Use

1. Purpose

These Terms of Use govern access to and use of Clemento's digital services, technology solutions, applications, and platforms.

1.1 Acceptance of the Terms

By using Clemento's services, by accepting a written quote, by email, or by interacting with our services in any other way, you expressly acknowledge and agree to be bound by these Terms of Use as well as our Privacy Policy. You also, without limitation or reservation, agree to the 100% personal guarantee provided by these Terms.

THE PARTIES AGREE AS FOLLOWS :

Engagement: Refers to the entire services, deliverables, and obligations that the PROVIDER (16390544 CANADA INC.) agrees to provide to the CLIENT under this agreement. This includes, but is not limited to:

-Development and Integration: Design, development, and integration of customized software solutions, including process automation and API integrations with third-party software such as QuickBooks, CRM, ERP, n8n, Zapier, etc.

-Hosting: Provision of hosting services for the developed solutions, ensuring security, availability, and compliance with applicable regulations.

-Maintenance and Support: Corrective and evolutionary maintenance services, including bug resolution, updates required due to changes by third-party providers, and ongoing technical support to ensure the proper functioning of the implemented solutions.

-Data Management: Assistance with backup, recovery, and protection of the CLIENT's data, including recommendations and security measures for handling sensitive or confidential data.

-Consulting and Training: Provision of strategic advice, training for the CLIENT's teams on using the developed solutions, and assistance with validating deliverables.

-Regulatory Compliance: Ensure that the services provided comply with all applicable laws, regulations, and standards, including personal data protection (Quebec's Law 25, GDPR in Europe, etc.).

-Transition and Reversibility: Assistance upon contract termination to ensure a smooth transition of services and data to another provider or to the CLIENT's infrastructure, in accordance with the terms defined in the contract.

-Customization and Adaptations: Modifications and adjustments of the solutions based on the CLIENT's specific needs, including necessary adaptations in case of technological or operational changes.

The Engagement also covers all actions, tasks, and responsibilities necessary for the effective execution of the services agreed between the parties, in accordance with the terms and conditions of this contract and any schedules.

CONSIDERING THAT the CLIENT wishes to retain the PROVIDER'S SERVICES.

2. THE PROVIDER (16390544 CANADA INC.) DECLARES TO THE CLIENT :

1.1 That it possesses and will provide all tools ordinarily necessary to perform the work;

1.2 That it will perform its services conscientiously, diligently, and according to best practices;

1.3 That any software provided to the CLIENT by the PROVIDER may be in beta. The PROVIDER makes no representation that any beta version will ever be made available and reserves the right to discontinue or modify a beta version at any time without notice. Beta versions are provided AS IS, may contain bugs, errors or other defects, and your use of a beta version is at your own risk.

1.4 You are responsible for the activities of all end users who access or use any software provided by the PROVIDER and agree to ensure that such end user complies with the terms of this agreement and the PROVIDER's or the software manufacturer's policies. The PROVIDER assumes no liability for breaches.

1.5 The PROVIDER's services and any software provided to the CLIENT by the PROVIDER, whether designed by the PROVIDER or by others, are intended for business use. You may use the services or software for other purposes, subject to the restrictions in this agreement or by the software's terms of use. However, any software and any service provided by the PROVIDER or third-party software vendors are not designed for use by children or minors.

1.6 The PROVIDER's services and any software provided to the CLIENT by the PROVIDER, whether designed by the PROVIDER or by others, are not designed or authorized to be used in hazardous or dangerous environments requiring safety controls, including but not limited to, the operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life-support or weapons systems. The services must not be used in or for a HIGH-RISK environment.

1.7 CLAUSE ON USE OF ALL SOFTWARE AND SERVICES PROVIDED TO THE CLIENT BY THE PROVIDER OR ITS AFFILIATES AND RESELLERS. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND THAT THE PROVIDER, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. THE PROVIDER, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION CONCERNING THE RESULTS THAT MAY BE OBTAINED FROM USING THE SERVICES, CONCERNING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET THE REQUIREMENTS OF ANY USER, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. USE OF THE SERVICES IS AT YOUR OWN RISK. ALL MATERIALS AND/OR DATA DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE ARE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES RESULTING FROM THE USE OF THE SERVICES. ALL RISKS ARISING FROM THE USE OR PERFORMANCE OF THE SERVICES REMAIN WITH YOU. THE PROVIDER DOES NOT ASSUME ANY RESPONSIBILITY FOR THE PRESERVATION OF ANY USER OR COMMUNICATION DATA. THE PROVIDER CANNOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USING THE SERVICES. USE OF THE SERVICES IS AT YOUR OWN RISK AND PERIL.

1.8 The PROVIDER shall not be deemed in default in the performance of its obligations when such performance is delayed, restrained or prevented by reason of force majeure. Force majeure means any cause not depending on the will of the parties, which they could not reasonably have foreseen and against which they could not protect. Force majeure includes, but is not limited to, any act of God, technical failure of equipment, adverse weather, strike, work stoppage or layoff, lockout, fire, riot, pandemic, intervention by civil or military authorities, compliance with regulations or orders of any government authorities, and acts of war (whether declared or not).

1.9 In the event that one of the parties neglects or fails to comply with any obligation under this agreement and does not remedy the defect within five (5) days after receipt of written notice from the other party specifying the defect, the non-defaulting party may terminate this agreement by sending a second (2nd) written notice to the defaulting party, and it shall be terminated on receipt of that notice, without limiting any remedies to which the non-defaulting party may be entitled against the defaulting party. If the CLIENT is in default of one or more terms and conditions of this agreement or its obligations under it, the PROVIDER's remedies will be limited to damages.

1.10 This contract may be canceled or terminated in all cases where performance in whole or in part of this contract would be hindered due to force majeure. In this case, each party shall bear its own costs up to the moment of cancellation or termination. For the purposes of this contract, force majeure means the occurrence of a fortuitous event that is impossible to resist and that has the effect of making either party unable to fulfill its obligations under this contract. Also included are, but not limited to, floods, fires, civil or military authorities' intervention, labor shortages.

1.11 In the event of termination, the PROVIDER is entitled to fees, disbursements and sums representing the value of services rendered up to the date of termination, with no other compensation or indemnity whatsoever. Additionally, if the PROVIDER has obtained a monetary advance, it must be returned pro rata to the services rendered and related to that advance.

1.12 CONFIDENTIALITY. The confidentiality of the contract terms as well as of any information obtained in connection with its execution is mutually mandatory between the parties, unless the parties expressly waive in writing the application of this Article 9 in whole or in part. Without limiting the generality of the above, the parties acknowledge that all financial, statistical, production and operational information related to the CLIENT's and the PROVIDER's or any other company in the same group and/or any person linked to them as defined in the Income Tax Act (Canada) must be considered confidential and they agree to maintain this confidentiality during the term and at all times thereafter.

1.13 NOTICE. Any notice required under this contract must be given in writing and is deemed to have been sufficiently and validly transmitted if delivered by hand or sent by registered mail or by telex with a copy transmitted by mail to the address of each party appearing at the beginning of this contract or to any other address indicated by notice by the parties. Any notice given in the manner described above shall be deemed to have been received, as applicable, upon delivery, on the third (3rd) business day following the day the envelope was mailed, or on the business day following the day of telex transmission.

1.14 This contract constitutes the entire understanding and representations between the parties with respect to its content and supersedes all prior contracts, whether verbal or written, regarding the content of this contract.

1.15 Any modification to this contract to have legal validity must be in writing, approved by both parties by way of annex or exchange of emails.

1.16 This contract binds and benefits the respective heirs, successors and assigns of the parties.

1.17 The declared nullity of one or more provisions of this contract shall not affect the validity of the other provisions, which shall continue to apply.

1.18 This contract shall not be deemed to constitute a partnership or joint venture between the parties, who each act as independent contractors.

1.19 This contract is entered into under the applicable provincial and federal laws in Quebec and will be interpreted, performed, and enforced in accordance with those laws.

1.20 NON-WAIVER. The failure of a party to assert a remedy for a violation, a breach, delay or omission as to any provision of the contract by the other party shall not be construed as a waiver of the right to assert remedies for other violations, breaches, delays, or omissions.

1.21 NON-SOLICITATION. The CLIENT may not, while the contract remains in effect, and for a period of eighteen (18) months following its end, solicit or recruit the PROVIDER's employees, consultants or suppliers for the CLIENT or its subsidiaries, or induce them in any way to end their relationship with the PROVIDER. The parties agree that, in the event of such solicitation or hiring (whether direct or indirect), the CLIENT will pay the PROVIDER CAD 50,000 for each employee, consultant or supplier hired by the CLIENT as liquidated damages.

1.22 EXCLUSIVITY. During the term, the CLIENT agrees not to grant a mandate to another entity. Any mandate granted to another entity that would collide with this mandate or resembles it too closely in the PROVIDER's opinion could lead to immediate termination by the PROVIDER without notice and may incur a penalty up to 50% of the contract value.

1.23 INDEMNIFICATION AND WARRANTIES OF THE CLIENT AND ITS REPRESENTATIVE. The individual representing the CLIENT in this contract affirms that they are duly authorized to act on behalf of the CLIENT, otherwise they personally guarantee any claim arising from the CLIENT's failure to perform any obligation under this contract.

1.24 WARRANTY LIMITATIONS. The PROVIDER makes no statements and offers no warranties as to the reliability, timeliness, quality, relevance, availability, security, accuracy or completeness of the engagement it offers to the client. The PROVIDER does not declare or guarantee: the reliability of data when coming from third parties, that stored data will be accurate or reliable, accessibility to the PROVIDER's site and/or servers or those of its external suppliers.

1.25 LIMITATION OF LIABILITY. The PROVIDER of services makes no representations and offers no warranties regarding reliability, speed, quality of the mandate; the client recognizes that all risks arising from awarding this mandate to the PROVIDER are the client's responsibility, within the limits provided by law. In no event shall the PROVIDER's liability, or that of its agents and licensors, exceed CAD 50. In no event shall the PROVIDER, its agents or licensors be liable for indirect, punitive, special, exemplary, incidental, consequential or other damages of any kind or nature (including bodily injury and loss of data, revenue, profits, or any other economic advantage). In no event shall the PROVIDER, its agents or licensors be liable for losses, damages or injuries caused by the client, including, but not limited to, losses, damages or injuries arising from the client's reliance on the completeness.

1.26 INSEPARABILITY. Each provision of this contract forms a separate whole, so a court's decision to declare one provision null or unenforceable shall not affect the legality or validity of the other provisions or their enforceability, unless clearly intended otherwise in the text.

1.27 ASSIGNMENT. The PROVIDER may assign the engagement, any of its obligations and any payment due under this engagement to a third party without the CLIENT's prior written consent. The CLIENT may not assign the engagement without the PROVIDER's written consent. If the CLIENT sells its assets, it must promptly notify the PROVIDER, which may consent to the assignment of the contract. Furthermore, the CLIENT may not assign any of the obligations of this contract under penalty of damages up to 50% of the contract value;

1.28 GUARANTEE CLAUSE. The CLIENT's representative (the "GUARANTOR") signing this contract undertakes to advocate for the CLIENT and to assume all obligations of this services contract in the event of the CLIENT's default.

1.29 INTELLECTUAL PROPERTY

1.29.1 Ownership of Creations. All software, solution, process, documentation, or any other material developed or provided by the PROVIDER (16390544 CANADA INC.) under this contract remains the PROVIDER's exclusive property, unless otherwise agreed in writing in an annex to this contract.

1.29.2 Use License. The CLIENT obtains a non-exclusive, non-transferable license limited to the purposes specified in this contract. This license allows the CLIENT to use the software and solutions provided by the PROVIDER in accordance with defined terms, notably for internal operations and not for third-party commercial activities.

1.29.3 Rights upon Termination or End of Contract. In case of termination or end, the following apply:

1.29.3.1 End of License: The license granted to the CLIENT shall terminate immediately on termination or expiration of the contract. The CLIENT must cease all use of the software and solutions provided by the PROVIDER.

1.29.3.2 Return of Materials: The CLIENT agrees to return to the PROVIDER all software, documents, source code, and any other materials provided or developed under the mandate, in original format or as otherwise agreed.

1.29.3.3 Rights to Modification: Upon termination, the CLIENT will have no right to modify, decompile, disassemble or attempt to derive the source code of the software and solutions provided by the PROVIDER, unless prior written authorization is given by the PROVIDER.

1.29.4 Post-Termination Rights

1.29.4.1 Access to Data: The PROVIDER commits to providing the CLIENT with all data generated or processed during the mandate in a standard and exploitable format, subject to full payment for services rendered up to the termination date.

1.29.4.2 CLIENT Data Ownership: CLIENT data remains the CLIENT's exclusive property. The PROVIDER has no rights to this data and must return or delete it in accordance with the CLIENT's instructions after termination.

1.29.5 Additional Restrictions

1.29.5.1 Prohibition of Resale: The CLIENT may not resell, distribute, or transfer the software and solutions provided by the PROVIDER to third parties without prior written authorization.

1.29.5.2 Confidentiality: The confidentiality obligations related to intellectual property remain in effect even after termination, protecting the provider's sensitive information and creations.

1.29.6 Survival of Obligations. The provisions of this clause shall survive termination to ensure ongoing protection of intellectual property and compliance with the rights and obligations of each party.

1.30 DATA. The CLIENT is responsible for backing up its data before any intervention or implementation of the PROVIDER's services. The PROVIDER shall not be liable for loss or alteration of existing data during the performance of the contract.

1.31 ARBITRATION. In case of a dispute relating to this contract, the parties agree that it will be mandatory to first attempt to resolve the dispute amicably. If no resolution is found within 30 days, the dispute will be submitted to mediation or arbitration, mandatory and under the laws of the Province of Quebec. The Montreal Judicial District is chosen by the parties. Mediation or arbitration costs will be shared equally between the parties unless the arbitrator decides otherwise.

1.32 COMPLIANCE WITH LAWS. The CLIENT and the PROVIDER agree to comply with all applicable laws, regulations and standards in performing this contract, including those relating to data protection.

1.33 SENSITIVE DATA. The CLIENT acknowledges that the transmission of sensitive or confidential data to the PROVIDER is at its own risk. The PROVIDER agrees to take reasonable measures to protect such data but declines liability in the event of a security breach caused by third parties.

1.34 HOSTING OF SOLUTIONS

1.34.1 The PROVIDER agrees to provide hosting services for developed or integrated solutions under this contract. These services will be provided on secure infrastructures located in Canada, compliant with applicable data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA).

1.34.2 The PROVIDER ensures the availability of hosted services at a minimum monthly rate of 99.5%, except for force majeure or planned maintenance. Any planned maintenance will be communicated to the CLIENT with at least 48 hours' notice, if the CLIENT is subscribed to the PROVIDER's newsletter.

1.34.3 The CLIENT acknowledges and agrees that the PROVIDER cannot be held responsible for service interruptions caused by external factors, including, but not limited to, failures of third-party infrastructure providers, cyberattacks, or Internet network outages beyond the PROVIDER's control.

1.34.4 The data hosted by the PROVIDER remains the CLIENT's exclusive property. Upon the CLIENT's request, the PROVIDER will provide a copy of the data in a standard format, subject to fees associated with that request.

1.34.5 In case of termination of this contract, the PROVIDER undertakes to allow the CLIENT to retrieve its data within 30 days following termination. After this period, the PROVIDER reserves the right to delete hosted data unless otherwise agreed in writing between the parties.

1.34.6 The CLIENT is responsible for maintaining an independent backup of its data, even if the PROVIDER offers an optional backup service.

1.35 INTEGRATION AND USE OF APIs

1.35.1 Authorized API Access - The CLIENT agrees to provide the PROVIDER with secure access to the APIs and information necessary to connect and integrate third-party software and services (QuickBooks, CRM, ERP, etc.). The CLIENT remains responsible for ensuring that such access complies with the third-party providers' terms and conditions.

1.35.2 Compliance with third-party providers' terms of use - The CLIENT warrants that the use of third-party APIs, software or data complies with the providers' terms. The CLIENT assumes responsibility for any violations of these terms, including data-volume limitations or usage restrictions.

1.35.3 API technical limitations - The PROVIDER cannot guarantee perfect availability or performance of third-party APIs; their proper functioning depends on external providers. The CLIENT acknowledges that changes by third-party providers (e.g., API updates, policy changes) may require adjustments in integrations, potentially incurring additional costs.

1.36 LIABILITY AND LIMITATIONS

1.36.1 Modified or deleted data - The CLIENT acknowledges that using API connections may cause modifications or deletions of data in their systems (e.g., QuickBooks, CRM). The PROVIDER cannot be held responsible for errors caused by corrupted, modified or deleted data, except in cases of proven negligence.

1.36.2 Mandatory backups - The CLIENT must maintain backups of its systems and connected databases before any integration work. The PROVIDER will not be liable for data losses resulting from the integration or use of APIs.

1.36.3 Unauthorized modifications - The CLIENT agrees not to modify the API configurations or connections set up by the PROVIDER without prior consultation. Any unauthorized modification will void the PROVIDER's liability for any issues arising therefrom.

1.37 SUPPORT AND UPDATES

1.37.1 API connection maintenance - The PROVIDER offers maintenance services to ensure the proper functioning of API integrations. These services may include updating connections due to changes by third-party providers. Such adjustments may incur additional fees.

1.37.2 Support duration - The PROVIDER guarantees technical support for API integrations only and as long as the ongoing monthly support and maintenance plan is active.

1.37.3 Notification of API-related issues - In case of failure or problems with third-party provider APIs, the CLIENT will be informed as soon as possible. The PROVIDER will act in good faith to diagnose and resolve issues to the extent of its abilities.

1.39 NO GUARANTEE OF RESULTS

1.39.1 No performance guarantee

The PROVIDER does not guarantee that the implemented solutions, including API integrations, process automation, or the use of third-party software, will result in time or cost savings or an improvement in the CLIENT's performance. Results may vary due to factors outside the PROVIDER's control, including the CLIENT's actual use of the solutions, changes in the CLIENT's internal operations, and the technical limitations of third-party software.

1.39.2 No liability for ROI

The CLIENT acknowledges that any investment decision in the PROVIDER's services is based on its own assessment and that no implicit or explicit promise or guarantee has been made regarding return on investment, cost reduction, productivity improvement, or profitability increase.

1.39.3 No warranty of compatibility

The PROVIDER does not guarantee that the solutions will operate indefinitely without requiring adjustments or updates, nor that they will be compatible with future versions of third-party software used by the CLIENT.

1.39.4 CLIENT'S RESPONSIBILITY IN OPERATING THE SOLUTIONS

The CLIENT is solely responsible for the use of the solutions provided and their integration into its operations. The PROVIDER cannot be held responsible for human errors, business decisions made based on the tools provided or disruptions caused by misconfiguration or misuse of the implemented solutions.

1.39.5 No guarantee of absence of errors or interruptions

The CLIENT acknowledges that computer systems, including APIs and integrated software, may contain bugs or be subject to interruptions. The PROVIDER does not guarantee that the solutions will be free of errors, failures or unavailability.

1.40 LIMITATION OF REMEDIES

1.40.1 No liability for indirect damages

The PROVIDER will in no event be liable for indirect, incidental, special, exemplary, or consequential damages, including loss of profits, loss of opportunities, data loss or any other consequence arising from the use of the services provided.

1.40.2 Financial liability cap

In all cases, the PROVIDER's total liability to the CLIENT, whether for breach of contract, negligence or any other cause, shall not exceed CAD 50. In no event shall the PROVIDER, its agents and licensors be liable for indirect damages, punitive damages, special damages, incidental or consequential damages of any kind or nature (including bodily injury and loss of data, revenue, profits, or any other economic benefit). The PROVIDER and its agents or licensors shall not be liable for losses, damages or injuries caused by the CLIENT, including, but not limited to, losses, damages or injuries arising from the CLIENT's reliance on completeness.

1.40.3 No liability for third-party software performance

The CLIENT acknowledges that the PROVIDER cannot be held liable for outages, interruptions, mandatory updates or other changes affecting third-party software integrated into its solutions, including QuickBooks, CRM, ERP, and any other connected platform.

1.40.4 Insurance

Each party agrees to maintain, during the term of this contract, adequate professional liability insurance covering the risks arising from the performance of its obligations.

1.41 EVOLUTION OF TECHNOLOGIES AND UPDATES

1.41.1 No obligation to update

The PROVIDER does not guarantee the compatibility of the supplied solutions with future evolutions of the software, API, or infrastructure used by the CLIENT. Any update required due to changes by third-party providers (e.g., QuickBooks, CRM, ERP, n8n, etc.) may be the subject of a new mandate and additional fees.

1.41.2 Technology obsolescence

The CLIENT acknowledges that technologies evolve rapidly and that some solutions may become obsolete. The PROVIDER cannot be held responsible for tool obsolescence or third-party-imposed limitations.

1.42 INCIDENT MANAGEMENT AND SUPPORT

1.42.1 Response time and intervention

The PROVIDER will endeavour to respond to support requests in a reasonable time, depending on the complexity of the problem and the availability of technical teams. However, no contractual response-time commitment is guaranteed unless a separate maintenance contract is signed.

1.42.2 Corrective vs evolutionary maintenance

Any bug fix or technical issue caused by a third-party update, incompatibility, or misuse by the CLIENT may require a paid intervention by the PROVIDER.

1.43 DATA AND CONFIDENTIALITY

1.43.1 Protection of API access and credentials

The CLIENT is responsible for providing secure access to its third-party platforms. It agrees not to share its credentials insecurely and to modify access upon mandate termination.

1.43.2 Data backup and recovery

The PROVIDER does not guarantee data backup of data processed via API integrations and recommends the CLIENT maintain independent copies of its databases. In case of data loss due to a technical issue, the PROVIDER's liability is strictly limited to taking reasonable steps to attempt recovery.

1.43.3 Handling of sensitive data

The CLIENT must inform the PROVIDER if sensitive data is processed via the integrated solutions. The PROVIDER cannot be held responsible for leaks or losses of sensitive data if no specific protective measures were agreed in an amendment to the contract.

1.44 COMPLIANCE WITH REGULATIONS

1.44.1 Compliance with data protection laws. The CLIENT is responsible for ensuring that the use of the services complies with applicable data protection laws (Quebec's Law 25, GDPR in Europe, etc.). The PROVIDER cannot be held liable for non-compliant use by the CLIENT.

1.44.2 Responsibility in case of regulatory violation. If a third-party provider (e.g., QuickBooks, CRM, Google, etc.) imposes sanctions or restrictions on the CLIENT due to improper use of the APIs or violation of usage policies, the CLIENT assumes full responsibility.

1.46 CYBERSECURITY AND RISK MANAGEMENT

1.46.1 Access protection and authentication

The PROVIDER recommends secure protocols such as OAuth, restricted-use API keys, and multi-factor authentication (MFA) for all API connections and integrations to the CLIENT's systems. Any security breach resulting from insecure access provided by the CLIENT is the CLIENT's exclusive responsibility.

1.46.2 Vulnerability management and updates

The PROVIDER commits to informing the CLIENT of identified critical vulnerabilities in the provided solutions and to recommend fixes. However, it does not guarantee that its services will be free of security flaws and assumes no responsibility for security breaches not detected.

1.46.3 Responsibility in case of cyberattack

The PROVIDER cannot be held responsible for the consequences of a cyberattack, data breach or hacking affecting the CLIENT's services, except in cases of gross fault or proven gross negligence by the PROVIDER.

1.46.4 Client's actions not authorized

The CLIENT agrees not to modify, alter or interfere with the developed solutions without prior authorization from the PROVIDER. Any unauthorized modification releases the PROVIDER from liability and may result in corrective charges.

1.47 TECHNICAL DEPENDENCIES AND LIMITATIONS

1.47.1 Use of third-party services

The CLIENT acknowledges that the solutions developed by the PROVIDER may depend on third-party services (e.g., n8n, QuickBooks API, Google Cloud, AWS, Zapier, Stripe, etc.) and that their availability is not guaranteed by the PROVIDER.

1.47.2 Changes and interruptions of third-party services

The PROVIDER cannot be held responsible for interruptions, updates, changes or restrictions imposed by third-party providers that affect the operation of the integrations.

1.47.3 API changes and overhaul

If a third-party provider changes an API used in an integration, making the connection incompatible, the PROVIDER may propose an update solution to the CLIENT, which may incur additional fees.

1.48 BILLING AND EXPENSES

1.48.1 Billing for services

All services provided by the PROVIDER are billed under the terms specified in the offer or quote signed by the CLIENT. Any additional requests not anticipated in the initial offer will be billed separately.

1.48.2 Fees related to third-party services

The CLIENT acknowledges that it is responsible for fees associated with third-party software subscriptions or licenses used in the implemented solutions (e.g., QuickBooks subscription, API fees, cloud storage).

1.48.3 Maintenance and updates fees

Any updates or fixes to integrations after delivery may be subject to a separate maintenance contract, unless included in the initial offer.

1.49 TERMINATION AND CONSEQUENCES

1.49.1 Termination conditions

Each party may terminate the contract with a written notice of 30 days. However, fees incurred for services rendered remain payable by the CLIENT.

1.49.2 Fees in case of early termination

If the CLIENT terminates the contract before completion of the services, it agrees to pay all fees incurred up to the effective date of termination, including non-refundable costs paid to third-party providers.

1.49.3 Reversibility of services

The PROVIDER agrees to collaborate with the CLIENT to ensure a smooth transition of hosting or integrations to another provider in the event of termination. This service may be billed under the contract terms.

1.53 ABUSIVE USE AND LIMITATIONS

1.53.1 Use in accordance with the terms

The provided solutions must be used only for the purposes set out in the contract. The CLIENT agrees not to misuse the tools, including for illegal or fraudulent activities.

1.53.2 Load and performance limitations

The CLIENT acknowledges that integrations and services have technical performance limits dependent on third-party providers. Excessive or abusive use of resources (e.g., excessive API requests, running unoptimized workflows) may result in slowdowns, additional charges or service interruptions.

1.53.3 Consequences of a violation

Any violation of this clause may result in immediate suspension of services without refund and, where applicable, compensatory charges to cover impacts caused by abusive use.

1.54 DATA BACKUP AND RECOVERY POLICY

1.54.1 Backup of configurations and workflows

The PROVIDER may offer an option to backup configurations and automated workflows, but this service is not included by default and must be the subject of a separate mandate.

1.54.2 Data recovery in case of incident

In case of an incident resulting in data or configuration loss, the PROVIDER may offer a recovery service, subject to technical feasibility. This service may be billed separately.

1.56 CLIENT COMMITMENTS AND COOPERATION

1.56.1 CLIENT Obligations

The CLIENT agrees to:

- Provide all necessary information to the PROVIDER in a timely manner.

- Ensure cooperation of its teams for the implementation of the solutions.

- Respect the validation deadlines for deliverables agreed.

1.56.2 Consequences of a lack of cooperation

Delays in delivering information or validating deliverables caused by the CLIENT may result in schedule delays without liability for the PROVIDER and may incur additional charges.

1.57 LIMITATIONS IN CASE OF CONFLICT WITH THE CLIENT'S IT SERVICES

1.57.1 Interference with existing systems

If the PROVIDER's services interfere with the CLIENT's internal IT configurations (e.g., firewall restrictions, incompatibilities with proprietary systems), the CLIENT bears the responsibility and must provide access and permissions to allow the PROVIDER to make the necessary adjustments.

1.57.2 Cost of necessary adjustments

Any additional intervention required to bypass IT restrictions imposed by the CLIENT will be billed.

1.57.3 CLIENT's responsibility for its own internal policies

The CLIENT is responsible for ensuring that the implemented solutions comply with its internal policies (e.g., cybersecurity, compliance, internal process compliance).

1.57.4 Impact of CLIENT's policies

If the CLIENT's internal policies prevent integration or reduce the effectiveness of the implemented solutions, the PROVIDER cannot be held responsible and any necessary adaptation will be billed.

1.58 RIGHTS TO PUBLICITY AND CASE STUDIES

1.58.1 Right to mention the project

Unless otherwise indicated in writing, the PROVIDER reserves the right to mention the CLIENT as a reference, including:

- Adding the CLIENT to its website or promotional documents.

- Conducting a case study (without disclosing confidential data).

1.58.2 CLIENT logo usage

The PROVIDER may use the CLIENT's logo in communications materials, unless the CLIENT objects in writing.

1.59 RESTRICTIONS RELATED TO CRITICAL APPLICATIONS

1.59.1 Exclusion of high-risk environments

The CLIENT acknowledges that the developed solutions are not intended to be used in environments requiring absolute reliability, including:

- Vital medical applications.

- Air traffic control systems.

- National security.

- Critical industrial processes.

The PROVIDER disclaims any liability for non-compliant use.

1.60 RENEWAL AND RE-EVALUATION OF SERVICES

1.60.1 Automatic or non-automatic renewal

Some services may be provided on a recurring basis. Unless otherwise stated, a fixed-term contract will automatically renew.

1.60.2 Re-evaluation of costs and technological evolution

Service rates may be adjusted based on:

- Technological evolution.

- Changes in used third-party software.

- Increase in data volume processed by the implemented solutions.

1.61 PAYMENT TERMS AND DELAYS

1.61.1 Payment terms

All invoices issued by the PROVIDER must be paid within 5 days of issuance, unless otherwise stated on the invoice. Late payments will automatically incur interest at 2% per month.

1.61.2 Suspension of services on non-payment

In case of non-payment, the PROVIDER reserves the right to immediately suspend services until the balance is settled.

1.61.3 Collection fees

If the CLIENT fails to pay within the prescribed time, it must reimburse all collection costs incurred by the PROVIDER.

1.61.4 Data deletion after termination

The CLIENT must retrieve its data within 30 days after the end of the contract. After this period, the data will be permanently deleted with no possibility of recovery.

1.63 EVOLUTION OF SOLUTIONS AND DEPENDENCE ON IT PROVIDERS

1.63.1 Dependence on third-party providers’ updates

The implemented solutions may depend on external providers (e.g., QuickBooks, Microsoft, Google, Stripe, etc.), which may modify their APIs or terms of use at any time.

1.63.2 No obligation for free adaptation

If an update by a third-party provider makes the integrations incompatible, the PROVIDER may propose an update solution, which may incur additional charges.

1.64 TESTS AND VALIDATION BEFORE PRODUCTION

1.64.1 Mandatory testing phase

Before any production deployment, the CLIENT must validate the provided services in a testing environment and report any issues.

1.64.2 Responsibility after validation

Once validation is provided by the CLIENT, any subsequent change or correction requested may be billed separately.

1.72 Update of the terms

1.72.1 Right to modify

The PROVIDER reserves the right to modify the contract terms by notifying the CLIENT 30 days before applying the new conditions.

1.72.2 Automatic acceptance of updates

If the CLIENT continues to use the services after the notice period, it will be deemed to have accepted the new terms.

1.74 Protection against chargebacks

1.74.1 Irrevocable payments

All payments received are final and non-refundable, unless otherwise stated in the contract.

1.74.2 Bank dispute procedure

If a CLIENT disputes a payment via its bank, access to the services will be immediately suspended and administrative fees of CAD 5,000.00, plus taxes, will be applied.

1.75 Use of AI and automated decisions

1.75.1 CLIENT's lack of total control over automated decisions

If the solutions use artificial intelligence or advanced algorithms, the CLIENT acknowledges that automated decisions may evolve and be modified without prior notice.

1.75.2 No guarantee of algorithm infallibility

The PROVIDER does not guarantee the accuracy of predictions or analyses produced by AI integrated into the solutions.

1.76 The CLIENT's representative and the GUARANTOR certify that they have read and understood all the clauses of this contract (terms and conditions) and the privacy policy.

3. CLEMENTO WEB SERVICES - ACCEPTABLE USE

The CLIENT is solely responsible for the use of the services by its employees, officers, administrators, representatives, and any other end users of the services (collectively “the End Users”). Clemento Web Services' services must be used only for legitimate purposes, in accordance with the laws applicable in the territory where the services are provided. The CLIENT agrees to comply, and to ensure that its End Users comply, with legitimate policies and procedures relating to the use of the services. This Acceptable Use Policy must be read in conjunction with the terms and conditions of the contract and the applicable service annex. End Users must use the services only for the purposes set out in the contract and implement appropriate security and governance controls throughout the service.

3.1 CLEMENTO WEB SERVICES - PROHIBITED PRACTICES

When using the services, the client's End Users must refrain from:

• Using another's identity or encouraging illegal or harmful actions that could lead to civil or criminal liability;
• Sending or distributing unsolicited messages ("spam") or any other unauthorized mass mailing;
• Transmitting malware such as viruses, trojans, worms, or other disruptive elements;
• Providing false routing, DNS or similar information on the Internet;
• Disseminating or making confidential or copyrighted information available that is illegal, defamatory, obscene, violates privacy or includes illegal pornography;
• Sharing accounts or passwords with third parties;
• Using one account across multiple unauthorized sessions;
• Accessing or attempting to access Clemento Web Services' systems, data or networks without authorization;
• Monitoring traffic or data of Clemento Web Services' systems or third parties without authorization;
• Disrupting services or users, including mass messaging or attempts to saturate systems and networks;
• Falsifying TCP/IP headers or other communications information;
• Using services without proper security measures, including software updates and password protection;
• Integrating devices or software that could compromise the security and operation of the services;
• Using messaging services for inappropriate or unsolicited sends.

3.2 CLEMENTO WEB SERVICES - VIOLATION OF ACCEPTABLE USE POLICY

Any prohibited practice constitutes abusive use of the services. Clemento Web Services reserves the right to suspend or terminate the accounts and access involved in accordance with the contract with the client. This Policy does not limit the remedies or additional measures Clemento Web Services may take, including audits and verification of the client’s use of the services. This Acceptable Use Policy may be updated at any time, at Clemento Web Services' sole discretion, without written notice.

Contact

For any questions or complaints regarding these Terms, please contact: