English courtesy translation, non-binding. The French "Conditions générales de services v3.3 (avril 2026)" is the sole governing version; in case of discrepancy, the French text prevails (s.19.6).
Section 1 · General provisions
1.1 Definitions
Service Agreement: the specific signed document describing the deliverables, amounts, duration and particular conditions of the mandate, and identifying the exact version of these General Conditions of Service (GCS) and applicable schedules. Mandate: all services described in the Agreement. Deliverables: the concrete results (configurations, content, campaigns, training). Third-party tools: software and services from businesses other than the provider. Pre-existing IP: methodologies, templates, architectures, workflows, generic automations and tools developed before or independently of the mandate. Anomaly: a discrepancy between the mapping/flowchart validated by the client and the observed behaviour of the system. Change request: any request for services, features or configurations not provided for in the Agreement. Personal information: information allowing a natural person to be identified, within the meaning of the LPRPSP.
1.2 Hierarchy of documents
In case of conflict, the Service Agreement prevails. The GCS apply by default to everything the Agreement does not cover. The schedules form an integral part hereof.
1.3 Re-incorporation and enforceability
Each Agreement identifies the exact version of the GCS and schedules. By signing, the client acknowledges having received and reviewed them. The GCS are re-incorporated by reference into each new Agreement, renewal or amendment.
1.4 Obligation of means
The provider undertakes a best-efforts obligation, not an obligation of result. No warranty is given as to campaign results, lead volume, appointments, conversion rate, ROAS, SEO ranking, platform acceptance of content, the continuous availability of third-party APIs or tools, or the accuracy of AI-generated results. The provider does not claim to be an expert in the client's specific industry. Marketing involves ongoing testing and iteration; performance may vary or temporarily decline as part of optimization, without constituting a breach. Cross-platform data discrepancies (attribution, tracking, reporting) are inherent to the ecosystem and do not engage liability.
1.5 Scope of the engagement and client decisions
The provider performs services and may make recommendations. The client remains solely responsible for any strategic, commercial, financial or operational decision, including whether to implement, modify or not follow recommendations. The provider has no obligation to identify all available options or flag alternatives outside the mandate.
Section 2 · Performance of the mandate
2.1 Performed at the provider's premises; occasional visits to the client's offices, made available free of charge; travel billable unless agreed otherwise. 2.2 The provider is independent, no subordination, free choice of means, may serve other clients. 2.3 May subcontract while retaining direction and responsibility. 2.4 May replace any resource with one of equivalent competencies; the client may not require a specific person.
Section 3 · Deliverables and acceptance
3.1 Deliverables are described in the Agreement or its schedule; anything not expressly included is out of scope (s.4). 3.2 On delivery the provider notifies in writing; the client approves or submits written comments within the agreed period (default: ten (10) business days), after which deliverables are deemed accepted. Any production use also constitutes acceptance. 3.3 Comments relate exclusively to conformity with the brief or approved acceptance criteria; anything beyond is a change request (default: two (2) revision rounds per deliverable). 3.4 Video and content per the client's directives; usage rights per the Agreement.
Section 4 · Change management
4.1 Any request for services, features or configurations not provided for is a change request. 4.2 The provider assesses the request and submits a written estimate of cost and schedule impact; no execution before written approval and, where applicable, payment. 4.3 Change requests are billed at the hourly rate in the Agreement (default: $175 CAD/hour + taxes), payable on receipt. Examples of change requests: new tools or integrations, changes to approved processes/flowcharts, adding users beyond the number provided for, reconfiguration from the client's operational changes, and any change of target market, offer, positioning, messaging, visual identity or strategic direction after validation of the initial deliverables.
Section 5 · Client obligations
5.1 The client collaborates without undue delay and responds within the agreed period (default: five (5) business days). 5.2 Any client delay automatically and equivalently extends the schedule, without penalty for the client. 5.3 After more than fifteen (15) consecutive business days without required inputs, the provider may suspend the mandate, reallocate resources, apply a revised schedule, and bill reactivation fees. 5.4 The client provides all technical access within five (5) business days of signature; licences and subscriptions are at the client's expense; all accounts are created in the client's name and under its control, and the client maintains admin access, credentials, MFA and recovery. 5.5–5.6 The client warrants truthful, compliant information and the rights to all materials provided, and indemnifies the provider against related claims. 5.7 The provider may refuse or suspend any instruction, campaign or contact list liable to contravene the law or platform conditions, without breach. 5.8 The client remains responsible for the legal content of personal-information collection notices and privacy policies (LPRPSP s.8, 8.1, 8.2). 5.9 The client is solely responsible for internal processes downstream of the deliverables (lead processing and qualification, call-back and follow-up, sales, conversion, retention, billing, after-sales) and for its operational capacity to absorb generated volumes; scaling beyond the initial scope is a change request.
Section 6 · Pricing and payment
6.1 Amounts and schedule defined in the Agreement. 6.2 No work before receipt of the first payment unless agreed in writing. 6.3 All sums due on receipt; late after fifteen (15) days; interest of 2%/month (legal max) from the first day of delay. 6.4 The provider may suspend services for non-payment, non-compliance or force majeure. 6.5 The client pays collection costs and legal fees. 6.6 Pro rata if the engagement begins mid-month, billable on signature.
Section 7 · Intellectual property
7.1 The provider retains full ownership of its pre-existing IP; the client may not reproduce, distribute, transfer or disclose it. 7.2 Subject to full payment, ownership of deliverables specifically developed for the client (campaigns, videos, content, custom configurations) is assigned on acceptance and full payment; before that, they remain the provider's. Excluded from assignment: ideas, methods, know-how, playbooks, prompts, models, decision trees, reusable architectures and templates. 7.3 The provider holds or will obtain the necessary assignments and moral-rights waivers. 7.4 Where deliverables incorporate pre-existing IP, the client gets a non-exclusive, perpetual, non-transferable licence, subject to full payment. 7.5 The client always owns its data. 7.6 The provider may re-use similar concepts, architectures and workflows for other clients without disclosing confidential information.
Section 8 · Confidentiality
8.1–8.3 Each party treats the other's confidential information as strictly confidential. The provider's includes methodologies, pricing, processes, automations and architectures; the client's includes customer data, business processes and financial information. 8.4 The obligation survives two (2) years for general confidential information; indefinitely for trade secrets, pre-existing IP, methodologies and playbooks until they enter the public domain otherwise than by breach; and for personal information as long as held and as law requires.
Section 9 · Reference and testimonials
9.1 The provider may use the client's name, logo and non-confidential results for marketing (website, presentations, portfolio); the client may withdraw this by written notice, effective within thirty (30) days. 9.2 The provider may collect and publish end-customer reviews with the client's prior agreement.
Section 10 · Liability and disclaimer
10.1 No liability for force majeure. 10.2 Not responsible for errors, outages, algorithm or interface changes of third-party platforms (Pipedrive, JustCall, PandaDoc, Google, Meta, TikTok, Slack, n8n, Make, Zapier, OpenAI, Anthropic, Typeform, QuickBooks, etc.); third-party changes requiring adjustment are change requests. No warranty that delivered systems remain performant or available over time; monitoring, maintenance and updates are not included unless stated. 10.3 Any client/third-party modification to delivered configurations releases the provider to the extent it caused the issue; corrections billed extra. 10.4 Advertising accounts and media budgets belong to and are paid by the client; not responsible for platform decisions. 10.5 Total aggregate liability is capped at the fees actually paid under the Agreement in effect (recurring mandates: last three (3) months). The cap does not apply to intentional/gross fault, bodily or moral injury, IP infringement, or confidentiality breach attributable to the provider. Enhanced cap for confidentiality/security incidents and direct data-restoration costs: greater of twelve (12) months of fees or the amount in the Agreement. 10.6 No liability for indirect, consequential, incidental or punitive damages (lost profits, goodwill, opportunities), subject to the enhanced cap and legal exceptions.
Section 11 · Artificial intelligence
11.1 The client authorizes and instructs the use of the AI tools in the AI Schedule, for the purposes and limits therein; any new or sensitive use requires specific written authorization. 11.2 AI produces probabilistic results, no warranty of accuracy, completeness or reliability; the client exercises its own judgment. 11.3 The provider maintains substantial human supervision over critical processes (qualification, outbound communications, appointment-setting, scoring); final decisions are validated by a human able to change the outcome. 11.4 No decision based exclusively on automated processing of personal information without the client's express instruction and an LPRPSP-compliant process; for AI-assisted scoring/routing the provider retains explanatory information, minimal versioning and an escalation channel. 11.5 Not responsible for AI-supplier changes; adaptation costs are change requests. 11.6 The provider disables, where suppliers permit, the use of the client's data for training.
Section 12 · Personal data and Law 25
12.1 The client is the controller; the provider acts as processor, processing only for the mandate and per the client's instructions (DPA Schedule). This does not exclude the provider's own legal obligations. 12.2 Compliance with Law 25, PIPEDA, CASL and the DNCL is the client's responsibility; the client indemnifies the provider for its own non-compliance. 12.3 Some data may transit outside Québec (DPA Schedule); the client authorizes identified transfers subject to the applicable PIA. 12.4 The provider notifies the client of a confidentiality incident without delay and no later than within forty-eight (48) hours of discovery, cooperates on risk assessment, preserves evidence and implements mitigation. 12.5 Subject to legal retention, the provider deletes or returns personal information within thirty (30) days after the mandate, at the client's option; destruction certificate on request. 12.6 Reasonable security measures. 12.7 The client may request a reasonable compliance verification once per 12-month period or after an incident, satisfied first by documentation; on-site audits must be proportionate and under confidentiality.
Section 13 · Post-delivery warranty (tech mandates)
13.1 Warranty period after final acceptance; anomalies corrected free of charge (default: thirty (30) days). 13.2 Dedicated Slack channel during the test phase (default: one user). 13.3 Excludes client/third-party modifications, third-party tool changes and new feature requests. 13.4 Post-warranty interventions billed at the hourly rate (s.4.3).
Section 14 · Implementation process (tech mandates)
14.1 Audit of existing processes. 14.2 Presentation of a flowchart and mapping; written client approval before configuration. 14.3 Pre-approval adjustments within scope; out of scope = change request. 14.4 Configuration and integration after approval. 14.5 Presentation and validation (s.3). 14.6 User onboarding per the Agreement. 14.7 Training and resources where provided for.
Section 15 · Term, termination and end
15.1 Term per the Agreement; absent written notice of non-renewal before the 15th of the preceding month, it renews on the same conditions, incorporating the GCS version then notified. 15.2 The Agreement is a firm-term commitment; termination for convenience takes effect on thirty (30) days' written notice and triggers, beyond accrued sums, the termination indemnity in the Agreement (a reasonable estimate of unamortized costs and non-cancellable commitments). No indemnity if the provider substantially breaches and fails to cure within thirty (30) days of detailed notice. 15.3 On termination the client pays for work performed, disbursements and applicable indemnity. 15.4 The provider revokes access within fifteen (15) business days; the client changes its passwords, API keys and tokens and resumes full account administration. 15.5 On non-payment the provider may suspend services and defer transfer of specific deliverables and the pre-existing-IP licence until full payment; it may not retain personal information, returned or destroyed per s.12.5 regardless of payment status. 15.6 Transition assistance (data export, configuration documentation, access transfer) billed at the hourly rate unless included.
Section 16 · Non-solicitation
During the contract and for twelve (12) months after, the client will not solicit or engage any provider resource that participated in the mandate without written consent; lump-sum indemnity per the Agreement.
Section 17 · Insurance
The provider maintains adequate civil liability insurance; specific amounts and coverages in the Agreement; certificate on request.
Section 18 · Notice of claim
The client notifies the provider in writing, as soon as possible, of any apparent defect, non-conformity or dispute; failure to notify within a reasonable time presumes acceptance of the apparent elements. This does not limit legal limitation periods and does not apply to latent defects, confidentiality incidents or public-order obligations.
Section 19 · Final provisions
19.1 Laws of Québec; judicial district of Joliette. 19.2 Not assignable without written agreement. 19.3 Binds the parties, successors, heirs and assigns. 19.4 Modifications valid only in writing and signed by both parties; the provider may publish a new GCS version applying to Agreements renewed after notice, while in-progress Agreements keep the signed version. 19.5 Electronic signatures are valid; each copy is authoritative as the original. 19.6 The client acknowledges having read and understood these provisions before signature. 19.7 Sections 7, 8, 10, 5.5–5.6, 5.9, 16, 18 and 15.5 survive the end of the contract.
Section 20 · Personal guarantee
Attention, personal commitment. Where the client is a company or legal person, the person signing personally undertakes, as a solidary surety jointly with that entity, waiving any benefit of discussion and division (20.1). The surety guarantees all present and future obligations of the client up to the amount in the Service Agreement or, failing that, the total amount of the initial Agreement; any material increase in the guaranteed risk requires new written acceptance (20.2).
Schedule · Default values
These apply unless otherwise indicated in the Service Agreement.
| Parameter | Default | Ref. |
| Deliverable approval period | 10 business days | 3.2 |
| Client response period | 5 business days | 5.1 |
| Revision rounds per deliverable | 2 | 3.3 |
| Out-of-scope hourly rate | $175 CAD / hour + taxes | 4.3 |
| Test phase (tech mandates) | 30 days | 13.1 |
| Notice of non-renewal | Before the 15th of the preceding month | 15.1 |
| Post-mandate access revocation | 15 business days | 15.4 |
| Confidentiality survival | 2 years | 8.4 |
| Non-solicitation | 12 months | 16.1 |
| Post-mandate data destruction | 30 days (subject to conditions) | 12.5 |
| Incident notification | Without delay / max 48h | 12.4 |
| Late payment interest | 2% / month (legal max) | 6.3 |
| Super-cap (privacy/security) | 12 months of fees | 10.5 |
Schedule DPA · Personal information
Governs the processing of personal information by the provider (processor) on behalf of the client (controller). Categories: contact details, lead/prospect data, call recordings and transcriptions, CRM data, web/form data. Authorized purposes: performance of the services, CRM/marketing/telephony configuration, lead qualification and follow-up, advertising, reporting; any other purpose requires written agreement. Possible subcontractors and regions:
| Tool | Regions | Use |
| Pipedrive | CA, EU, UK, US (AWS) | CRM |
| JustCall | US | Telephony |
| PandaDoc | US | Documents / e-sign |
| Anthropic (Claude) | US (opt CA/EU) | AI / analysis |
| OpenAI | US, CA, EU | AI / automation |
| Fireflies.ai | US | Transcription |
| Make / Zapier | US, EU | Automation |
The provider gives reasonable advance notice before adding or replacing a subcontractor involving personal information or materially changing region; the client has fifteen (15) business days to object in writing, after which the parties seek an alternative or the affected portion is terminated without penalty. The provider processes only on instruction, applies reasonable security, does not retain after the mandate (return/destruction within 30 days), notifies breaches without delay, permits reasonable verification, and imposes equivalent obligations on any sub-subcontractor. The client obtains necessary consents, designates a privacy officer, carries out the PIA before transfers outside Québec, informs persons of automated decisions, and drafts collection notices and privacy policies.
Schedule CASL / Telesales
Applicable where the mandate includes commercial electronic communications or telesales. The client provides proof of consent for each list (date, source, scope, legal basis) and the CASL identification and a functional unsubscribe mechanism; unsubscribes are processed within ten (10) business days and synced to the client's master suppression list (which prevails in conflicts). The provider may suspend any non-compliant campaign in good faith. Telephone solicitation follows CRTC rules: the provider is registered on the National DNCL, checks numbers against lists less than 31 days old for non-exempt calls, and maintains an internal DNC list. ADAD/robocall and pre-recorded solicitation require the recipient's express consent and the client's written authorization. The client warrants list compliance and indemnifies the provider for fines from non-compliant lists; the provider acts as mandatary on client-approved scripts and offers.
Schedule AI · Artificial intelligence
Authorized tools include Claude (Anthropic), ChatGPT/API (OpenAI), Fireflies.ai, Meta AI/Advantage+ and Google AI/PMax. Permitted uses: content generation and optimization, data analysis and synthesis, lead qualification and scoring with human supervision, meeting/call transcription, automation of repetitive tasks, advertising optimization. Prohibited without express written authorization: decisions based exclusively on automated processing with legal/significant effect on a person, processing of health/biometric/sensitive data, and autonomous AI communication with prospects without human supervision. Human supervision is maintained over qualification, scoring and outbound communications. The provider disables training on the client's data where possible (not available on Meta Advantage+ or Google PMax). The client may exclude AI tools by written notice; supplier changes are notified with an alternative, adaptation costs treated as change requests.
For this engagement, the signed Service Agreement sets the Phase 01 rate at $100 CAD/hour, overriding the default out-of-scope rate above for the mapping and proof-of-concept work. The build is quoted as a firm fixed price after the mapping, with Phase 01 hours credited against it.