Terms & Conditions

2.1 The Client engages the Provider to perform the Services. The Provider will perform them in good faith, using qualified personnel and in a competent and workmanlike manner consistent with generally accepted industry standards.

2.2 The Provider may use employees, affiliates and subcontractors to perform the Services and remains responsible for their performance. The Client may not require assignment or assumption of any Provider subcontract.

2.3 Work requested outside the agreed scope, including additional entities, historical cleanup, special projects, tax, financing or strategic advisory work, requires written approval and may be billed separately at the applicable rate. Email approval is sufficient.

2.4 Timelines and close targets depend on timely Client cooperation, complete records, functioning third-party systems and resolution of issues outside the Provider’s control. Targets are service objectives, not guarantees.

3.1 The Services are bookkeeping, reporting, implementation and advisory services. They do not constitute an audit, review, compilation engagement, assurance engagement, legal opinion or tax opinion unless expressly agreed in a separate signed engagement.

3.2 The Provider may rely on Client Data without independent verification. The Provider is not responsible for errors, omissions, fraud or irregularities in underlying information, although it will notify the Client of material issues that come to its attention in the ordinary course of the Services.

3.3 The Client retains responsibility for management decisions, internal controls, safeguarding assets, compliance with law, approval of transactions, review and approval of reports and financial statements, and designation of a suitably skilled individual to oversee the Services.

3.4 Unless expressly included, the Provider is not responsible for statutory filings, tax returns, remittances, payroll processing, legal compliance, audit support, lender reporting or representing the Client before any authority.

4.1 The Client will provide timely and accurate Client Data, decisions, approvals, system credentials and access to personnel and facilities reasonably required to perform the Services. The Client will promptly review Deliverables and notify the Provider of requested corrections or additional work.

4.2 The Client represents that it has all rights, permissions and lawful authority required for the Provider and its service providers to access, host, copy, process and use Client Data for the Services.

4.3 The Provider is not responsible for delays, increased fees or errors caused by incomplete, inaccurate or late Client Data or by the Client’s failure to perform its responsibilities.

5.1 Recurring fees are invoiced in advance on the first business day of each month and are payable within five business days after receipt. Hourly fees and approved expenses are invoiced monthly in arrears. The Provider may require a prepaid hour bank for hourly or project work.

5.2 Fees exclude applicable taxes, which will be added to invoices. The Client will reimburse reasonable, necessary and pre-approved out-of-pocket expenses at cost upon supporting documentation.

5.3 A past-due amount accrues interest at the lesser of 1.5% per month and the maximum lawful rate. The Provider may suspend Services on written notice while an invoice remains overdue. Suspension does not waive payment obligations or make the Provider responsible for resulting delays.

5.4 The Provider may update recurring and hourly rates once per year on at least 30 days’ written notice. Tier pricing is based on the cumulative number of active operating entities receiving Services during the applicable billing period.

6.1 The initial term and any pilot exit right are stated on the Service Agreement. After the initial term, the Agreement renews automatically for successive one-year terms unless either party gives at least 30 days’ written notice before renewal.

6.2 After any pilot exit period, either party may terminate for convenience on 30 days’ written notice. Either party may terminate immediately by written notice for an uncured material breach, gross negligence, insolvency or unlawful conduct by the other party. A remediable breach must first be given 10 business days to cure.

6.3 On termination, the Client will pay all recurring fees through the effective termination date, fees for Services performed, approved expenses incurred, and non-cancellable commitments authorized by the Client. The Provider will reasonably cooperate in transition at its then-current hourly rates.

7.1 Each party will protect the other party’s non-public information using at least reasonable care, use it only to perform or receive the Services or exercise rights under the Agreement, and disclose it only to personnel, affiliates, subcontractors, professional advisors and technology providers who need it and are bound by confidentiality obligations.

7.2 Confidential information does not include information that is public through no breach, already lawfully known without restriction, received lawfully from another source, or independently developed without use of the other party’s confidential information.

7.3 A party may disclose confidential information when required by law. Where lawful and practical, it will give prompt notice and reasonable cooperation, at the requesting party’s expense, in seeking protective treatment.

8.1 Each party will comply with privacy laws applicable to it. The Provider will maintain reasonable administrative, technical and physical safeguards appropriate to the nature of Client Data in its possession or control.

8.2 The Client authorizes the Provider to use third-party software, cloud infrastructure, integrations, automation and artificial intelligence tools reasonably required to perform and improve the Services, subject to contractual confidentiality and security protections appropriate to the service. Client Data remains the Client’s property.

8.3 The Provider is not responsible for the availability, security, accuracy, changes or failures of third-party systems not controlled by the Provider. The Provider will use commercially reasonable efforts to mitigate material service impacts within its control.

8.4 The Provider may use de-identified and aggregated information that cannot reasonably identify the Client or an individual to operate, secure, analyze and improve its services, technologies and benchmarks.

9.1 The Provider retains all right, title and interest in Provider Materials. No ownership in Provider Materials transfers to the Client, including where Provider Materials are configured, improved or used in connection with the Services.

9.2 Subject to full payment, the Client owns its Client Data and the final Deliverables created specifically for it, excluding Provider Materials embedded in them. The Provider grants the Client a perpetual, royalty-free, non-exclusive, non-transferable licence to use embedded Provider Materials solely as necessary for the Client’s internal use of those Deliverables.

9.3 Deliverables are for the Client’s internal use and may not be relied on by third parties or modified or distributed externally without the Provider’s written consent, except to the Client’s legal, tax, audit, financing and other professional advisors on a confidential and non-reliance basis.

10.1 During the engagement and for 12 months afterward, neither party will knowingly solicit for employment or engagement an employee or contractor of the other party who was materially involved in the Services. General advertisements and approaches not specifically directed at such a person are excluded.

11.1 Each party will defend, indemnify and hold harmless the other party and its affiliates, officers, directors and personnel from third-party claims, losses and reasonable legal costs to the extent arising from the indemnifying party’s negligence, wilful misconduct, material breach of the Agreement or violation of applicable law.

11.2 The indemnified party will promptly notify the indemnifying party and reasonably cooperate, at the indemnifying party’s expense. The indemnifying party will control the defence but may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified party without written consent.

12.1 To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for lost profits, revenue, business, opportunity, goodwill or anticipated savings, arising from the Agreement, even if advised of their possibility.

12.2 The Provider’s aggregate liability arising from or relating to the Agreement will not exceed the fees paid or payable to the Provider under the Agreement during the 12 months immediately preceding the event giving rise to the claim.

12.3 The limitations in this section do not apply to fraud, wilful misconduct, breach of confidentiality, infringement or misappropriation of the other party’s intellectual property, or amounts the Client must pay under the Agreement. Nothing limits liability that cannot lawfully be limited.

13.1 The Provider is an independent contractor. Nothing creates an employment, agency, partnership, fiduciary or joint venture relationship. Neither party may bind the other without prior written authority.

13.2 The Provider is responsible for taxes, source deductions and employment obligations relating to its personnel. If an authority reclassifies the Provider or its personnel as employees of the Client, the Provider will indemnify the Client for resulting taxes, interest and penalties to the extent caused by the Provider’s failure to comply with its obligations.

14.1 Neither party may use the other party’s name, trademarks or logo publicly without prior written consent. The Provider may identify the general nature of the engagement as reasonably required for conflict checks, professional obligations or financing and insurance purposes, subject to confidentiality.

15.1 Notices must be in writing and delivered by email or courier to the contact or address stated on the Service Agreement, or to an updated address provided in writing. Email notice is effective when sent unless the sender receives a delivery failure notice.

16.1 Neither party may assign the Agreement without the other party’s written consent, not to be unreasonably withheld. The Provider may assign it without consent to an affiliate or in connection with a merger, reorganization, sale of substantially all assets or change of control, provided the assignee assumes the Provider’s obligations.

17.1 The Agreement is the entire agreement concerning the Services and supersedes prior proposals, discussions and understandings. Any amendment must reference the Agreement, be in writing and be signed by authorized representatives of both parties, except that (a) scope approvals permitted by section 2.3 may be made by email, (b) rate changes may be made under section 5.4, and (c) these Terms and Conditions may be amended by the Provider under section 18.

17.2 A waiver is effective only if in writing and applies only to the specific instance. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue. Neither party is liable for delay caused by events beyond its reasonable control, other than payment obligations.

17.3 The Agreement is governed by the laws of Quebec and the federal laws of Canada applicable there. The parties submit to the exclusive jurisdiction of the courts located in Montréal, Quebec.

17.4 The Agreement may be executed electronically and in counterparts. Electronic signatures and copies have the same effect as originals. Sections that by their nature should survive termination will survive, including payment, confidentiality, privacy, intellectual property, indemnification, limitations of liability and general provisions.

18.1 The Provider may amend these Terms and Conditions from time to time by posting an updated version at [URL] and giving the Client written notice under section 15 at least 30 days before the stated effective date. The notice will identify the effective date, describe the substance of the changes in plain language, and state the Client's rights under section 18.3.

18.2 On the effective date, the updated version replaces the prior version and applies to Services performed on and after that date. An amendment does not apply retroactively and does not affect fees already invoiced, Services already performed, Deliverables already delivered, or any claim, dispute or liability arising from events occurring before the effective date.

18.3 If the Client does not wish to accept an amendment, the Client may terminate the Agreement by written notice given before the effective date, with termination effective on the later of the effective date and 30 days after that notice. The Client will pay the amounts described in section 6.3 to the effective date of termination and no other cancellation charge, and the prior version of these Terms and Conditions will govern until then. If the Client does not give that notice and continues to receive the Services after the effective date, the Client is deemed to have accepted the amendment.

18.4 Without the Client's written agreement, an amendment under this section may not increase recurring or hourly rates or change the fee structure other than as permitted by section 5.4, change section 17.3, or shorten the notice period in section 18.1.

18.5 Where an amendment is required to comply with applicable law, the requirements of a professional regulatory body, or the terms of a third-party provider on which the Services depend, it may take effect on shorter notice, with notice given as soon as reasonably practicable. Section 18.3 continues to apply.

18.6 This section does not permit amendment of the Service Agreement itself, including scope, pricing, term and covered entities, which may be amended only under section 17.1 or by change order under section 2.3.

18.7 The Provider will maintain, and make available to the Client on request, prior versions of these Terms and Conditions with their effective dates.