Terms and conditions

1. Services

The SUPPLIER undertakes to provide the CLIENT with the services detailed in this Agreement carefully, diligently and in the best interests of the CLIENT. At any time, the CLIENT may obtain additional services from the SUPPLIER such as training or consultation by contacting the SUPPLIER.

2. Fees and payments

This Agreement includes the fees and payment terms for the system that the CLIENT purchases. The fees are non-refundable. The Agreement details the methods of invoicing and payment. The CLIENT undertakes to pay the SUPPLIER no later than NET / 30 days from the date of the invoice. No interest will be charged for any invoices paid within this NET / 30-day period.

3. Taxes

All rates specified in this Agreement exclude applicable taxes.

4. Suspension of service for non-payment

The SUPPLIER reserves the right to suspend or cancel the services provided under this Agreement if the CLIENT fails to pay the amount(s) due. A termination notice will be sent thirty (30) days prior to cancellation.

5. Renewal

This contract will be automatically renewed and will be subject to price adjustments, unless the CLIENT notifies the SUPPLIER, within 30 days prior to the renewal of the contract, of their intention not to renew the contract.

6. Adjustment of subscription charges

The SUPPLIER may, at any time, with at least 30 days’ notice, change the subscription price or institute new charges or fees. Price changes and the introduction of new charges implemented during the subscription period will become effective upon renewal of the subscription.

7. Termination of agreement and services

The use of services begins with the signature by both parties. Unless otherwise indicated, this Agreement will be automatically renewed at the end of the term unless the CLIENT provides the SUPPLIER in writing at least 30 days before the expiry date of its intention not to renew the Agreement.

8. Security

It is the CLIENT’s responsibility to notify the SUPPLIER of any unauthorized use of passwords or other security breaches.

9. System Licence

Among the SUPPLIER’s services, the CLIENT has access to the system on the web. Conditionally that the CLIENT does not contravene this Agreement, the SUPPLIER grants it a non-transferable and non-exclusive license to access and use the system. The CLIENT may not sublicense his rights to third parties. Access to the system is controlled by passwords that each user obtains. It is the CLIENT’s responsibility to protect its passwords.

10. Limitation of liability

The SUPPLIER is solely responsible for its computer networks, systems, equipment and system, including the security and preservation of all CLIENT data.

11. Compensation

The CLIENT undertakes to indemnify and defend the SUPPLIER from any liability it incurs, including damages, litigation costs and reasonable attorney fees arising from a claim that arises from the modification of the system or data provided by the CLIENT or by the users and employees of the CLIENT who infringes the patent, copyright, trade secret, trademark or other intellectual property or proprietary right of a third party. The CLIENT will not be held responsible in the event that the SUPPLIER’s technology used by the CLIENT is recognized as infringing a patent, copyright, trade secret, trademark or other intellectual property or property right of a third party.

12. Customer support

The SUPPLIER will provide customer support. Customer support is done by phone or email, Monday through Friday between 7:00 a.m. and 8:00 p.m. EST. Maintenance periods are scheduled on weekdays between 24:00 and 6:00 a.m. and on weekends between 6:00 a.m. and 11:59 p.m. The system and data may be available during maintenance periods, but server performance may be slower than normal or the system and data may be temporarily unavailable.

13. Confidentiality and nondisclosure commitment

13.1. The SUPPLIER expressly acknowledges that the restrictive clauses mentioned below are reasonable as to their scope and necessary for the protection of the legitimate interests of the parties.

13.2. The parties recognize the confidential nature of Confidential Information as defined in paragraph 13.3 of this Agreement and undertake to respect the confidentiality of this Confidential Information, to use it only for the purposes provided for in this Agreement and not to reveal it to anyone else. This obligation does not affect information which is required to be disclosed by law or by order of a competent court or competent regulatory body, to the extent that the disclosure is prescribed by the law, the court or a regulatory body.

13.3. The SUPPLIER acknowledges that in performing the services under this contract, it receives non-public and confidential records, data and information about the CLIENT, its employees and others. This may include, but is not limited to, personal information such as name, address, telephone number, date of birth, family situation, marital status, profession, medical and health records and credit rating, which are all considered Confidential Information within the meaning of this Agreement.

13.4. The SUPPLIER must not collect, use, copy or reproduce, disclose or share Confidential Information to a third party, except for the purpose of providing services to the CLIENT or to fulfill its obligations hereunder. When it has to communicate such Confidential Information to any third party or to its own employees in accordance with the present, it must first ensure that the latter are bound by confidentiality and nondisclosure commitments which ensure the protection of the Confidential Information at least to the extent of this Agreement.

13.5. Subject to what is necessary for the purposes of performing this Agreement, the SUPPLIER undertakes, both during the term of this contract and at any time thereafter, not to use directly or indirectly for its own benefit and not to disclose in any way and to anyone, the Confidential Information and any intelligence, information, trade secret or intellectual property relating to the CLIENT and which has been brought to its attention in any way whatsoever.

13.6. Subject to what is required for the purposes of executing this Agreement, the SUPPLIER undertakes not to disclose or reveal to anyone any Confidential Information and not to use it for personal purposes or for any other purpose than those of servicing the CLIENT, during the term of this contract as well as after its termination.

13.7. Throughout the term of this Agreement and at any time thereafter, the SUPPLIER undertakes not to remove originals or copies of reports, copies of lists of employees, registers and working documents of any kind either concerning the activity and affairs of the CLIENT or its affiliated companies, even if these reports or working documents have been provided during the term of this contract, and not to make copies or take notes of any kind whatsoever intended for personal use or for the use of third parties.

14. Major Force

Neither party will be held liable for the breach of its contractual obligations if the default is caused by: (a) an act of public enemies; (b) a terrorist act; (c) civil war; (d) fire, flood, explosion or earthquake or (e) interruption due to a serious accident, strike, work stoppage or any other cause recognized as being force majeure within the meaning of the Civil Code of Quebec and the applicable case law.

15. Notice

The parties agree to share all notices related to this Agreement in writing. Notices will be deemed to have been given when: (a) delivered in person; or (b) upon receipt of the confirmation delivered by fax or email.

16. Authority

People who electronically sign or accept this contract on behalf of the parties declare that they have the authority to sign this agreement on behalf of their respective parties.

17. Survival

Any violation of Article 11 of this Agreement towards the SUPPLIER causes irreparable damage, for which the damages’ reparation alone will not be an adequate remedy. Therefore, the SUPPLIER reserves the right to request an injunction in addition to any legal action to enforce the rights provided under this Agreement. In the event that there was a breach of the SUPPLIER’s confidentiality obligations which causes irreparable damage, for which the damages’ reparation alone will not be adequate compensation, the CLIENT reserves the right to seek an injunction in addition to any legal action to enforce the rights provided for under this Agreement..

18. Integrality

The terms and conditions of this Agreement represent a complete agreement between the parties. If a conflict arises due to these terms and conditions, these will prevail. Additions and modifications to this Agreement must be made in writing and approved by both parties. Any provision will be limited or eliminated as necessary for this Agreement to remain otherwise enforceable and in effect.

19. Law

The laws of the province of Quebec apply to matters relating to this Agreement, including but not limited to issues of validity, interpretation, effect and performance.

20. Return policy

Due to the nature of this system and the services offered, the SUPPLIER will not issue any refunds following the purchase of the system.

21. Guarantee

System problems (bugs) will be corrected or modified at the SUPPLIER’s expense. The CLIENT is responsible for reporting problems to an agent of the SUPPLIER.

22. Database location

The CLIENT’s data will be hosted on a secure server located in Canada

23. Personal Information Protection Officer & Privacy Officer

7065 Blvd Henri-Bourassa
Québec, Canada, G1H 3E2

24. How to contact us

You can contact us with any questions regarding your personal information at the email address:

You can also write to us at the following address:
Folks HR
7065 Blvd Henri-Bourassa
Québec, Canada, G1H 3E2

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