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.