LEGAL · EFFECTIVE JANUARY 2026
Terms of Service
These terms govern every quote, subscription, support hour and hardware order we deliver. They exist so there is never a question about what was agreed — what you pay, when you pay it, what we owe you, and how either side ends the relationship cleanly.
01 About These Terms
1.1 Who we are. "Art Systems Canada", "we", "us" and "our" mean Art Systèmes Canada, also carrying on business as Art Systems and LanSoft, established in 2003, with its head office at 1053 rue Châteauneuf, Saint-Jérôme (Québec) J5L 1H7 and a sales office at 1555 boulevard De l'Avenir, suite 306, Laval (Québec) H7S 2N5.
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1.2 Who you are. "Client", "you" and "your" mean the business or organization named on the quote, order, invoice or service agreement.
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1.3 What these terms cover. These Terms of Service apply to all services, subscriptions, licences, hardware and professional work we supply, whether ordered by signed quote, purchase order, email confirmation, or verbal request subsequently confirmed by us in writing.
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1.4 Business use. Our services are supplied to businesses and organizations for business purposes. Where the Client is a natural person acquiring services for personal, family or household purposes, applicable consumer protection legislation governs and prevails over any conflicting term below.
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1.5 Order of precedence. If documents conflict, the following order applies, highest first:
â—† a signed master services agreement or statement of work;
â—† the signed or accepted quote;
â—† these Terms of Service;
â—† any other document.
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Where a quote or signed agreement predates the version of these Terms of Service in force, that document prevails only on the specific matters it expressly addresses; these Terms govern every matter it does not.
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1.6 Acceptance. You accept these terms when you sign or approve a quote, issue a purchase order, pay a deposit or invoice, or continue to receive services after being given notice of these terms. Your quote refers to this page by address, and a copy is provided on request in French or English.
02 Definitions
â—† Business Hours — Monday to Friday, 8:00 to 17:00 local time at the office serving your site, excluding statutory holidays observed in the province of that office (Québec, Ontario or Alberta).
â—† After-Hours — any time outside Business Hours.
â—† Emergency — see section 4.4.1. Emergency status depends on urgency and business impact, not only on the time of day.
â—† Good Standing — no invoice past its due date, no returned, failed or declined payment outstanding, and no account under suspension.
â—† Managed Plan — a recurring subscription to our Essential, Professional or Premium service, priced per user or per device.
â—† Full Managed Plan — a Professional or Premium plan.
â—† Basic Plan — an Essential plan. Essential is monitoring and co-management; support is billed, not included.
â—† On-Demand Support — support billed by the hour outside a Managed Plan's included scope.
â—† Hour Block — a prepaid block of support or programming hours.
â—† Resold Subscription — any third-party subscription, licence or cloud service we purchase in our name and provide to you, including Microsoft 365, security, backup and connectivity products.
â—† Project — defined-scope work quoted as a whole, including software development, web development, migrations, deployments and site moves.
â—† Client Administrator — any person other than our personnel holding administrative privilege over your environment. See section 11.
â—† Renewal Contact — the person you designate to receive renewal and expiry notices. See section 7.6.
03 Quotes, Orders and Acceptance
3.1 Validity. Quotes are valid for 30 days unless stated otherwise. Hardware and third-party licence pricing is subject to change by the manufacturer or distributor until your order is accepted and placed; where a price has moved, we will tell you before proceeding.
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3.2 Scope. A quote covers only what it describes. Work outside it — additional sites, additional users, undocumented systems discovered on arrival, or requirements added after acceptance — is quoted separately or billed as On-Demand Support.
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3.3 Accuracy of information. Quotes are prepared on the information you give us. If the environment materially differs from what was described, we will notify you and re-quote rather than absorb the difference silently.
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3.4 Purchase orders. Terms printed on a Client purchase order that conflict with these terms have no effect unless we accept them in writing.
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3.5 Taxes. All prices are in Canadian dollars and exclude GST/HST, QST and any other applicable tax, which is added to the invoice.
04 Service Categories
4.1 Managed Plans (subscription)
4.1.1 Managed Plans are billed in advance, per user or per device, at the tier and volume band on your quote.
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4.1.2 What "unlimited support" means. On Professional and Premium plans, unlimited remote support means unlimited reactive support during Business Hours for covered users or devices, on covered systems, for issues arising in normal day-to-day use. It is genuinely unlimited in volume — there is no ticket cap and no hourly meter.
Outside Business Hours, Full Managed Plans include emergency and priority response at no charge under 4.4.2. Work you ask us to schedule outside Business Hours for convenience rather than urgency remains billable at the After-Hours rate.
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4.1.3 What it does not cover. The following are quoted or billed separately on every plan:
â—† Projects — migrations, office moves, new site builds, major version upgrades, infrastructure replacement;
â—† Emergency, priority and After-Hours work on Basic Plans (section 4.4). Full Managed Plans do not pay emergency or after-hours fees for qualifying incidents — see 4.4.2;
â—† non-urgent work scheduled outside Business Hours for convenience rather than urgency, on any plan;
â—† work on systems, devices or users not enrolled in the plan;
â—† software development and custom programming;
â—† work arising from changes made by a Client Administrator or any third party (section 11);
â—† recovery from an incident caused by removal or defeat of security controls we deployed;
â—† hardware, licences, and third-party subscription fees;
â—† support for end-of-life or unsupported software the vendor no longer patches, beyond best-effort.
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4.1.4 Essential plans. Essential is a monitoring and co-managed plan. Support requests on Essential are billed hourly, not included.
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4.1.5 Adding and removing users or devices. Additions take effect immediately and are billed pro-rata from the date of enrolment. Reductions take effect at the next renewal date, on notice under section 7. Volume-band pricing is recalculated at renewal, not mid-term.
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4.1.6 Onboarding. Onboarding is quoted separately and is payable whether or not the plan continues. Where onboarding has been waived or discounted under a promotional offer, the waiver is conditional only on the terms stated in that offer.
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4.1.7 Rate lock. Where a quote states a locked rate for a stated period, we honour it for that period regardless of general price changes.
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4.1.8 Response tiers. Standard requests are triaged and responded to within 24 to 48 business hours. Emergency and priority requests under section 4.4 are responded to within four hours. Response means a technician engaged on your issue — not an automated acknowledgement that a ticket exists, and not a call answered and placed in a queue. Response targets apply to Managed Plans; where your plan states different targets, those prevail.
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4.2 On-Demand Support (time and materials)
4.2.1 Rates.
STANDARD
$165/hour
​Default. No active plan, no prepaid block, no payment method on file, or account not in Good Standing.
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EMERGENCY / AFTER-HOURS
$260/hour
See section 4.4.
PREFERRED
$145/hour
Requires Good Standing plus one of: an active Managed Plan, an active prepaid Hour Block, or a valid pre-authorized debit authorization on file.
The preferred rate is a benefit of Good Standing. Where an account falls out of Good Standing, the standard rate applies to work performed from that date until the account is brought current.
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4.2.2 No service level. On-Demand Support is scheduled on a best-effort basis according to availability. Response and resolution targets apply only to Managed Plans and only as stated on your quote. Managed Plan clients are dispatched ahead of On-Demand requests.
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4.2.3 Billing increments. Remote work is billed in 15-minute increments with a 15-minute minimum per ticket. On-site work carries a 1-hour minimum. Time spent is time worked, including diagnosis, documentation, vendor liaison on your behalf, and testing.
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4.2.4 Travel. Travel is billed at $25 per 15 minutes, in each direction, for on-site attendance. Travel is billed on the outbound and the return journey and is shown as a separate line on your invoice. Where a single trip serves more than one client, travel is apportioned between them.
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4.2.5 Authorization threshold. Where a single request will exceed 4 hours or $1,000, we obtain your written approval before continuing, unless you have instructed us in writing to proceed without a threshold, or the work qualifies as an Emergency under section 4.4.
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4.2.6 Parts, licences and third-party services. Parts, licences, consumables and third-party services procured on your behalf are supplied at the price quoted to you, or where no quote was given, at our prevailing price at the date of supply. Our supply prices are firm prices, not a cost-plus arrangement, and our procurement costs are confidential.
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4.3 Prepaid Hour Blocks
4.3.1 What they are and what they cost. Hour Blocks are prepaid blocks of 5 to 100 support or programming hours, purchased in advance, which lock a reduced hourly rate:
HOUR BLOCK ONLY — NO ACTIVE PLAN
$145/hour
HOUR BLOCK + ACTIVE MANAGED PLAN
$135/hour
If you wish to learn more about our Managed IT Service plans, click here
4.3.2 Payment. Hour Blocks are payable in full before the first hour is drawn.
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4.3.3 Drawdown. Time is deducted as work is performed, in the increments set out in section 4.2.3. We report the running balance on each ticket summary and on request at any time.
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4.3.4 After-Hours and Emergency drawdown. Work performed After-Hours or as an Emergency draws down at 1.8× the clock time. Clock time is the actual time worked; drawdown is what leaves your balance. Travel under section 4.2.4 is invoiced separately and is not drawn from the block.
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4.3.5 Low-balance notice. When approximately one hour remains, we notify your designated contact automatically so you can top up before work is interrupted.
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4.3.6 Running past the balance. If a block is exhausted mid-task, we will either stop and seek instruction, or continue and bill the overrun at your applicable hourly rate — whichever you have told us in advance to do. Absent instruction, we stop at the balance and contact you.
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4.3.7 Expiry. Unused hours expire 12 months after the date the block was paid in full, unless otherwise agreed in writing.
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4.3.8 Rollover. If you purchase a new Hour Block of equal or greater size before the current block expires, any unused hours from the expiring block roll forward into the new block, up to a maximum of 5 hours. A client who keeps buying does not lose time.
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4.3.9 Expiry notice. We notify your Renewal Contact 60 days and 15 days before an Hour Block expires. Hours are not forfeited without notice.
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4.3.10 Non-refundable. Hour Blocks are non-refundable and non-transferable to another client. They may be used across sites and entities under your common control. The prepayment is what buys the reduced rate and the priority dispatch; it is not a deposit.
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4.4 Emergency, Priority and After-Hours Service
4.4.1 What qualifies as an Emergency. Emergency status is determined by business impact and required response time, not only by the hour of day. Any of the following qualifies:
â—† server, network or internet outage affecting the whole site;
â—† email unavailable for one, some or all users;
â—† suspected or confirmed ransomware, intrusion, or account compromise;
â—† data loss, or a failed backup discovered during a restore;
â—† line-of-business system down with no workaround;
â—† physical damage to infrastructure from fire, water, power or theft;
â—† any request where you require attendance or resolution within a window of four hours or less;
â—† any situation where a single user is completely unable to work — including a locked or lost account requiring a password reset.
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The last two are the ones clients most often do not expect, so we state them plainly: a request that jumps the queue is a priority request. If you can wait for the next available scheduled slot, it is not one, and is not billed as one. We will tell you at the point of the call how a request will be classified, and you may choose to wait instead.
4.4.2 Who pays an emergency fee, and who does not. This is the clearest single reason to be on a Full Managed Plan.
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Premium and Professional — Full Managed Plans
Included, 24/7. No emergency fee, no after-hours fee, no hourly billing for any qualifying incident, at any hour — including a single stuck user or a four-hour window.
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Essential — Basic Plan
Billed at the Emergency rate, 15 incremental minutes minimum, for anything qualifying under 4.4.1.
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No plan
Billed at the Emergency rate, 1-hour minimum. A credit card authorization, a
pre-authorized debit on file, or prepayment is required before dispatch.
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On both Full Managed Plans, "included" covers qualifying incidents under 4.4.1 — genuine urgency, at any hour. Work you ask us to schedule outside Business Hours for convenience rather than necessity, such as a planned migration on a Saturday night or a non-urgent change after close, is billable at the After-Hours rate on any plan.
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Preventing emergencies is what a Full Managed Plan is for. We do not profit from your outages, and we do not invoice you for them — whatever time they happen.
4.4.3 Availability. Emergency dispatch is available 24 hours a day, 7 days a week to Managed Plan clients. For clients with no plan, Emergency service is subject to technician availability and requires, before dispatch, one of: a credit card authorization, a pre-authorized debit authorization on file, or prepayment received. Where a card is used we authorize an estimated amount before dispatch and charge the actual time worked on completion.
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4.4.4 Rate. Where an emergency fee applies under 4.4.2, work is billed at $260/hour with a 1-hour minimum per request, or drawn from an Hour Block under section 4.3.4. Statutory holidays are billed at the Emergency rate.
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4.4.5 Authorization. By requesting Emergency or priority service, the person calling confirms they are authorized to commit your organization to any charges that apply. In a genuine Emergency we act first and document immediately after; we do not stop a restore to chase a signature.
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4.4.6 What we commit to. We commit to dispatch and to work the incident diligently with appropriate personnel. We do not guarantee a resolution time. Recovery speed depends on the nature of the failure, the state and integrity of your backups, third-party vendor response, and hardware or parts availability — much of which is outside our control.
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4.4.7 Security incidents. In a confidentiality incident involving personal information, you remain the enterprise responsible for your obligations under Québec's Law 25 and the federal PIPEDA, including maintaining an incident register and notifying the Commission d'accès à l'information and affected individuals where required. We will notify you promptly of any incident we detect or are made aware of, assist your assessment, preserve evidence where feasible, and support your notifications. We do not make those notifications on your behalf unless separately mandated in writing.
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4.4.8 Third parties. We may recommend engaging forensic specialists, legal counsel, your insurer or law enforcement. Those engagements are yours, in your name, at your cost.
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4.5 Projects
4.5.1 Deposit. A 50% deposit is required on acceptance of any programming, web or application development project. The remaining 50% is due on delivery. Larger projects may be milestone-billed as set out in the quote.
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4.5.2 Other project types. Migrations, deployments, office moves and infrastructure projects are billed as set out in the quote — fixed price, milestone, or time and materials against an estimate.
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4.5.3 Estimates. Where work is quoted as an estimate rather than a fixed price, we notify you before exceeding the estimate by more than 10% and obtain approval to continue.
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4.5.4 Change requests. Changes to an agreed scope are quoted as a change order and may affect both price and schedule. Work does not proceed on a change until it is approved in writing.
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4.5.5 Acceptance and deemed acceptance. On delivery you have 10 business days to test and report deficiencies in writing against the agreed scope. Deficiencies are corrected at no charge. Where no written deficiency notice is received within that period, or where the deliverable is put into production use, the deliverable is deemed accepted and the balance becomes payable.
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4.5.6 Client delay. Where a project is delayed 30 days or more by pending Client decisions, access, content or approvals, we may invoice work completed to date and reschedule remaining work according to availability.
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4.5.7 Suspended and abandoned projects. A project with no Client response for 90 days may be closed. Work performed is billable, deposits are not refunded, and restarting is quoted as new work.
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4.6 Hardware
4.6.1 Payment. Hardware is payable in full on delivery unless otherwise stipulated on the quote. Special-order, configured-to-order and non-stock items require a 50% deposit with the order, with the balance due on delivery.
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4.6.2 Title and risk. Title passes on receipt of payment in full. Risk of loss passes on delivery to you or to your carrier.
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4.6.3 Returns. Returns are subject to the distributor's or manufacturer's return authorization policy and time limits, which are shorter than most clients expect. Special-order and configured items are not returnable. Where a return is accepted, a restocking fee of up to 20% may apply, and items must be unused, complete and in original packaging.
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4.6.4 Warranty. Hardware carries the manufacturer's warranty, in addition to any warranty provided by law. We register and administer warranty claims on your behalf; the manufacturer performs the remedy. Advance replacement, on-site response and extended coverage are available where the manufacturer offers them and are quoted separately.
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4.6.5 Defective on arrival. Report DOA units to us within 5 business days of delivery so we can meet the distributor's DOA window.
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4.6.6 Installation. Delivery does not include installation, configuration, data migration or disposal of old equipment unless the quote says so.
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4.7 Resold Third-Party Subscriptions and Licences
Please read this section carefully. It is the part most often misunderstood, and the part that costs both of us the most when it is.
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4.7.1 Our role. For Resold Subscriptions we act as an authorized reseller. We purchase the subscription from the vendor in our name and provide it to you. The vendor's own terms — its customer agreement, licence terms, acceptable use policy and privacy or data protection terms — govern the service itself, and you accept them when you order through us. We provide a copy or link on request.
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4.7.2 Vendor commitment periods are firm and short. Most major cloud vendors, including Microsoft, allow cancellation or seat reduction only within a short window after purchase or renewal — commonly seven calendar days. After that window closes, the subscription cannot be cancelled or reduced for the remainder of its term, and the vendor bills us for the full term regardless of whether you continue to use it, continue to pay us, or continue to exist as a business. Suspending a subscription does not stop the vendor billing us.
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4.7.3 What that means for you. When you order a Resold Subscription with a committed term, you are committing to the full term. You owe us the full remaining value of that term even if you stop using the service, replace it, close the site, or move to another provider mid-term. This is not a penalty we invented; it is the vendor's commitment passed through.
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4.7.4 Choosing your term. Where the vendor offers both, we will always tell you the trade-off before you order: annual terms cost less per seat but lock you in for twelve months; monthly terms cost more per seat but can be ended at the end of any month. If flexibility matters more than price, tell us and we will put you on monthly terms.
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4.7.5 Cancellation notice to us. To cancel or reduce a Resold Subscription at its renewal, we must receive written notice:
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â—† within 30 days of the date of the renewal invoice for annual-term subscriptions;
â—† within 7 days of the date of the renewal invoice for monthly-term subscriptions.
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Invoices are issued 30 days and 7 days before the renewal date respectively, so the cancellation period runs to the renewal date itself. Notice received after that date cannot be actioned — the vendor's own window has closed — and the subscription renews for a further full term at your cost.
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4.7.6 Renewal notices. We issue one document per renewal: the renewal invoice. It is issued 30 days before each annual renewal and 7 days before each monthly renewal, and it states the subscriptions, seat counts, the renewal date, and the last date we can accept a cancellation. We do not send a separate reminder on top of it — the invoice is the notice, and the cancellation period in 4.7.5 runs from its date.
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4.7.7 Seat counts. Seat reductions can only be made in the vendor's window at renewal. Seat additions can be made at any time and are billed pro-rata to the end of the current term, then at full rate on renewal. Review your seat counts when the renewal invoice arrives, not after the renewal.
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4.7.8 Payment method requirement. Resold Subscriptions require a valid pre-authorized debit authorization on file, which we draw on each renewal and on each billing cycle. Where no pre-authorized debit is on file, the subscription is prepaid in full for the term before it is provisioned or renewed. There is no invoiced-in-arrears option for Resold Subscriptions.
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4.7.9 Price changes. Vendors change list prices, currency conversion rates and licensing programs on their own schedule. Vendor price changes are passed through at the next renewal, and we notify you with the renewal notice. Where a vendor imposes a mid-term increase, we pass it through only where the vendor's terms permit it, with notice.
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4.7.10 If you stop paying. Where a Resold Subscription is unpaid, we may, on 10 days' written notice and in any combination:
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â—† suspend delegated administration and support for the affected services;
â—† decline to renew and let the subscription lapse at term end;
â—† transfer the subscription, tenant or licence relationship to your own direct billing account or to another partner of your choice, which you agree to accept;
â—† claim the full remaining committed term as a debt due, together with interest under section 8.
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4.7.11 Your data. Your data in a third-party service belongs to you. On termination or lapse, the vendor's retention window governs — typically 30 to 90 days — after which the vendor may delete it permanently. Exporting your data within that window is your responsibility. We will assist with export as billable On-Demand work if you ask us in time.
4.8 Web, Hosting, Domains and SEO
4.8.1 Hosting and domains. Hosting and domain registrations are annual, prepaid, and auto-renew under section 7. A lapsed domain may be lost permanently and may be expensive or impossible to recover; we notify you before expiry but the registration is yours to maintain.
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4.8.2 Content. You warrant that text, images, logos, fonts and data you supply for a website do not infringe third-party rights, and you indemnify us against claims arising from material you supplied.
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4.8.3 SEO. Search visibility depends on search engine algorithms, competition and your market — all outside our control. We commit to method and effort, not to rankings, traffic volume or revenue outcomes. Any figures discussed are illustrative, not guaranteed.
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4.8.4 Site handover. On termination, we provide an export of the site content and files we control and transfer domain and hosting control where the accounts are in our name, once your account is settled.
05 Payment Terms
5.1 General rule. All programming products, software and hardware are payable in full on delivery unless otherwise stipulated on the quote.
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5.2 Subscriptions in advance. Subscription fees are invoiced in advance — 30 days before the start of the term for annual plans, 7 days before for monthly plans — and are payable on or before the first day of the term. Service may not be provisioned until payment clears. Where a subscription is cancelled within the period in 7.3, the renewal invoice is cancelled with it.
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5.3 Projects. 50% deposit on acceptance, 50% on delivery, or as milestoned on the quote.
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5.4 Hour Blocks. Payable in full before the first hour is drawn.
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5.5 On-Demand Support. Net 30 from invoice date. Clients with a pre-authorized debit authorization on file are drawn on issue of the invoice.
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5.6 Payment methods. We accept Interac e-transfer, electronic funds transfer, cheque and pre-authorized debit. We do not accept credit cards for subscriptions, projects, hardware or ongoing services. Keeping card processing out of our cost base is part of how our hourly rates stay where they are.
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5.6.1 Pre-authorized debit. Recurring services are collected by pre-authorized debit under a signed PAD agreement that sets out the amount or the method of determining it, the frequency, and your cancellation rights. Where the amount varies, we notify you of the amount before each draw as set out in that agreement, and our renewal invoice under 4.7.6 serves as that notice.
5.6.2 Credit cards — one exception. We accept credit card payment in a single case: emergency support requested by a client with no active Managed Plan, where an authorization or prepayment is required before dispatch under 4.4.3. This exists so that an urgent call at two in the morning is never held up by a daily transfer limit.
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5.6.3 Online store. Our online store sells refurbished, used and overstock equipment. Store purchases are paid at checkout using the payment methods offered there, which include credit cards, and are governed by our Return Policy rather than by section 4.6.
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5.7 Credit. We may set, review, reduce or withdraw a credit limit, and may require prepayment, a deposit or a payment method on file, particularly for Resold Subscriptions and special-order hardware.
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5.8 No set-off. You may not withhold or set off amounts against an invoice on account of an unrelated dispute.
06 Billing Disputes and Account Changes
6.1 Raising a dispute. If you dispute an invoice, tell us in writing within 15 days of the invoice date, identifying the specific line and the reason. We will investigate and respond promptly. This is a short window because time entries are far easier to reconstruct while everyone still remembers the week in question.
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6.2 Undisputed amounts. The undisputed portion of an invoice remains payable on its original due date. Interest does not accrue on a genuinely disputed line while we are investigating it.
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6.3 Billing contact. You must keep your billing contact and payment method current. Invoices and notices sent to the last address you gave us are validly delivered.
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6.4 Corrections. Where we find we have made a billing error, in either direction, we correct it. We will not pursue an under-billing discovered more than 12 months after the fact.
07 Subscription Terms, Renewal and Cancellation
This section covers our own Managed Plans and other recurring services. Resold Subscriptions are also governed by section 4.7, which prevails where the two conflict.
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7.1 Term. Subscriptions run for the term stated on the quote or the invoice — monthly or annual.
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7.2 Automatic renewal. Subscriptions renew automatically for a further term equal to the original term, at the then-current rate, unless cancelled under 7.3.
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7.3 Cancellation notice. Your renewal invoice is your renewal notice. To cancel or reduce at renewal, written notice must be received:
â—† within 30 days of the date of the renewal invoice for annual subscriptions;
â—† within 7 days of the date of the renewal invoice for monthly subscriptions.
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Invoices are issued 30 days and 7 days before the renewal date, so the cancellation period runs to the renewal date itself.
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Notice may be given by email to billing@art-systems.net or through your account manager. We acknowledge every cancellation notice in writing — if you have not received an acknowledgement within 2 business days, assume we did not receive it and call us.
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7.4 Effect of late notice. Where notice is received late, the subscription renews for the full term and is payable in full. Cancellation is then applied at the end of that renewed term, in accordance with the subscription terms. We do not pro-rate, refund or release a term that has renewed.
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7.5 Renewal notices. We issue one document per renewal under section 4.7.6 — the renewal invoice, issued 30 days before an annual renewal and 7 days before a monthly renewal, stating the renewal date and the last date we can accept a cancellation. A missed notice from us does not by itself cancel a renewal, but tell us if you did not receive one and we will deal with it reasonably.
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7.6 Renewal Contact. You must designate a Renewal Contact and keep the name and email current. Changes to the Renewal Contact take effect on our written acknowledgement, and we ask for 30 days' notice of a change so that a renewal cycle is never left without a valid recipient. Where no Renewal Contact is designated, notices go to your billing contact. Notices sent to the last designated contact are validly delivered, and a failure to maintain a current contact does not extend any notice period.
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7.7 Our price changes. We may change our own subscription rates at renewal on 60 days' written notice. Where an increase exceeds 10% and you do not accept it, you may cancel effective at the renewal date by giving us notice within 15 days of our notice — regardless of the notice period in 7.3.
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7.8 Termination for convenience mid-term. Annual subscriptions may not be cancelled mid-term. Where we agree to an early release, the outstanding balance of the term, any waived onboarding, and any non-cancellable third-party commitment remain payable.
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7.9 Suspension for non-payment. We may suspend a subscription that remains unpaid 15 days past due, on 5 days' written notice. Suspension does not stop fees accruing and does not end the term. We will not suspend monitoring or security services where doing so would leave a live environment unprotected without first telling you clearly in writing what will be exposed.
08 Late Payment, Suspension and Collection
8.1 Interest. Late invoices bear interest at 2% per month, being 24% per year, calculated monthly and not in advance, from the due date until payment in full, in accordance with article 1617 of the Civil Code of Québec.
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8.2 NSF and failed payments. A fee of $50 applies to any returned cheque, failed pre-authorized debit or declined credit card.
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8.3 Loss of Good Standing. An account with any invoice past due is not in Good Standing. The preferred and prepaid-block hourly rates are suspended and the standard rate applies from that date until the account is brought current.
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8.4 Suspension. We may suspend services, dispatch and access to support on an account 15 days past due after written notice. Emergency work on a suspended account is available on prepayment.
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8.5 Recovery costs. You are responsible for reasonable costs of collection, including third-party collection agency fees and court costs, to the extent permitted by law.
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8.6 Application of payments. Payments are applied to the oldest outstanding invoice first, unless you specify otherwise in writing at the time of payment.
09 Warranties
9.1 Service warranty. We warrant our service work for 60 days from completion. Where a defect in our workmanship appears within that period, we re-perform the work at no charge. This is our warranty remedy.
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9.2 Development warranty. Custom software and website work carries the same 60-day warranty against defects measured against the agreed specification. The warranty does not cover new requirements, changes in your business process, changes made by you or a third party, or faults introduced by third-party platform or API changes outside our control.
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9.3 Parts, software and third-party services. Hardware, software licences and third-party services carry the manufacturer's or supplier's warranty, in addition to any warranty provided by law. We administer claims; the manufacturer or supplier performs the remedy and sets its own timelines.
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9.4 Exclusions. The service warranty does not apply where the issue arises from:
â—† modification, misuse or reconfiguration by you, a Client Administrator, or a third party;
â—† hardware failure, power events, environmental damage or theft;
â—† end-of-life or unsupported software;
â—† removal or defeat of security controls we deployed;
â—† vendor or carrier failure.
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9.5 Nothing here removes a warranty the law gives you. Nothing in these terms excludes or limits any warranty, right or remedy that applicable law provides and does not permit us to exclude.
10 Client Responsibilities
You agree to:
â—† give us timely, safe access to premises, systems and the personnel we need;
â—† provide accurate information about your environment and tell us when it changes;
â—† hold valid licences for all software in your environment and not ask us to install or support unlicensed software;
â—† maintain your own administrative credentials and not share them beyond authorized personnel;
â—† keep multi-factor authentication and the security controls we deploy enabled;
â—† designate authorized contacts who can approve work and charges, and keep that list current;
â—† maintain a current Renewal Contact, billing contact and payment method;
â—† comply with section 11 where anyone on your side holds administrative privilege;
â—† act on our recommendations, or accept in writing the risk of declining them;
â—† notify us promptly of any suspected security incident, whoever detects it;
â—† maintain appropriate business insurance, including cyber coverage where warranted.
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Where you decline a recommendation that materially affects security, continuity or supportability, we will record the decision in writing. We are not responsible for outcomes flowing from a declined recommendation.
11 Client Administrators and Shared Administrative Access
This section applies whenever someone other than our personnel holds administrative privilege over your environment. It matters more than most clients expect, so it is written in full.
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11.1 Who this covers. A Client Administrator is any person other than our personnel who holds administrative, privileged or elevated access to any part of your environment. This includes an internal IT employee or technician, an internal "power user" trusted with administrative rights, an owner, director or manager holding a Global Administrator or equivalent account, an outside contractor, and any other service provider you engage. It applies to on-premises systems, servers, network equipment, endpoints, and to cloud and SaaS administration portals including Microsoft 365, Entra ID, Google Workspace, firewall and security consoles, backup consoles, hosting panels and domain registrars.
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11.2 Designation and records. You must tell us in writing who your Client Administrators are, what privileges each holds, and on which systems, and you must keep that list current. You must notify us within one business day when a Client Administrator is added, has their privileges changed, or leaves your organization. Administrative access must be held through named individual accounts. Shared, generic or unattributed administrative accounts are not acceptable and we may decline to support an environment that relies on them.
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11.3 Your warranty to us. You warrant that each Client Administrator is authorized by you to hold and exercise that privilege, is competent to do so, and understands the consequences of the changes they are able to make.
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11.4 Their actions are your actions. Any action performed using a Client Administrator credential is deemed to be performed by you and on your authority, whether or not it was authorized internally, whether or not we were informed of it in advance, and whether or not it was performed intentionally, negligently, or in error.
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11.5 Discharge of responsibility. We are not responsible for, and expressly disclaim all liability for, any loss, damage, cost, outage, data loss, security incident, licensing exposure or compliance failure arising from or contributed to by the acts or omissions of a Client Administrator. This includes, without limitation:
â—† configuration changes made to servers, firewalls, network equipment, endpoints, tenants or cloud services;
â—† creation, modification, elevation or deletion of user accounts, groups, roles, mailboxes or permissions;
â—† disabling, weakening, bypassing or uninstalling multi-factor authentication, endpoint protection, EDR, MDR agents, monitoring agents, filtering, conditional access, or any other control we deployed or recommended;
â—† changes to DNS, MX, SPF, DKIM, DMARC or domain registration records;
â—† creation of mail forwarding rules, transport rules, or external sharing permissions;
â—† disabling or reducing audit logging, retention policies or backup jobs;
â—† deletion or purging of data, mailboxes, sites, snapshots, recycle bins or backup sets;
â—† purchase, cancellation, downgrade or reassignment of licences and subscriptions, including within a tenant we administer;
â—† installation of software, browser extensions, agents or third-party integrations;
â—† granting consent to third-party applications or delegated permissions;
â—† physical changes to equipment, cabling, power or environmental systems;
â—† credential exposure, credential sharing, or compromise of a Client Administrator account.
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11.6 We may not know. Where a Client Administrator makes a change we were not told about, our documentation, monitoring baselines, alerting thresholds and recovery assumptions may become inaccurate without our knowledge. We are not responsible for a failure to detect, prevent or alert on a condition created by an undisclosed change, and any response commitment in your plan is suspended for the affected systems until the environment is reconciled.
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11.7 Diagnosis and remediation are billable. Time spent investigating, reversing, reconciling or remediating the consequences of a Client Administrator's actions is billable at the applicable hourly rate even on Professional and Premium plans that otherwise include unlimited support, and at the Emergency rate where the situation qualifies under section 4.4. Re-documenting or re-baselining an environment after undisclosed changes is quoted as a Project or billed as On-Demand Support.
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11.8 Warranty. Our 60-day service warranty does not extend to work that has been modified, reconfigured or undone by a Client Administrator, and does not apply where the fault is traced to such a change.
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11.9 Data and recovery. Where a Client Administrator deletes data, purges a retention location, alters a retention policy, cancels a licence holding data, or disables or reconfigures a backup, our obligation is limited to using commercially reasonable efforts to restore from the most recent viable backup within the scope of your plan. Where no viable backup exists because of such a change, we have no restoration obligation.
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11.10 Change coordination. You agree that Client Administrators will notify us before making changes to security controls, identity and access configuration, backup configuration, DNS and mail routing, firewall rules, or licensing within a tenant we administer — and in any event within one business day after an urgent change. During an agreed project or migration freeze window, no administrative changes are to be made without our written coordination.
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11.11 Conditions we may require. Where standing administrative privilege is held on your side, we may require, as a condition of providing or continuing a Managed Plan or a response commitment:
â—† removal of standing Global Administrator rights in favour of just-in-time or time-limited elevation;
â—† separate named administrative accounts distinct from day-to-day user accounts;
â—† multi-factor authentication on every privileged account without exception;
â—† privileged access and audit logging enabled and retained;
â—† our retention of a break-glass administrative account.
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Where you decline any of these, we will record the decision in writing, the discharge in section 11.5 applies in full, and we may decline to offer certain plan tiers or response commitments, adjust pricing to reflect the risk, or terminate the affected services on 30 days' notice.
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11.12 Indemnity. You will indemnify and hold us harmless against third-party claims, demands and losses arising from the acts or omissions of a Client Administrator, including claims by your own customers, employees or regulators.
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11.13 Why this section exists. Shared administration is common and often sensible — an internal power user who can reset a password or onboard a new employee saves everyone time and money. We are not against it. But two parties holding the keys means neither can guarantee the state of the environment alone. This section does not say we will refuse to help; we always will, and section 11.7 says exactly how that help is billed. It says that where a change came from your side, the consequences of that change sit on your side. If you would prefer us to hold administrative access exclusively, tell us and we will configure it that way.
11 Backups, Security and the Limits of Protection
12.1 Backups. Where backup is included in your plan, we configure, monitor and test restores at the frequency stated. Backup is not absolute. Retention periods, restore points and recovery times are what your plan provides — not what an incident may require. Confirm your retention and recovery objectives with us in writing if they are business-critical.
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12.2 Security. No security control, monitoring platform, EDR, MDR or SOC prevents every incident. We deploy, monitor and respond according to your plan and to reasonable industry practice. We do not warrant that your systems will not be breached, and no provider honestly can.
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12.3 Your role in security. A material share of incidents begin with a credential, a click or an unpatched device outside our control. Sections 10 and 11 are not boilerplate.
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12.4 Data on our systems. Documentation, monitoring data and configuration backups we hold about your environment are held under section 15 and returned or destroyed on termination under section 16.
13 Limitation of Liability
13.1 Cap. To the extent permitted by law, our total aggregate liability arising from or connected to the services, whatever the cause of action, is limited to the amounts you paid us for the specific service giving rise to the claim in the 12 months preceding the event.
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13.2 Excluded losses. To the extent permitted by law, we are not liable for indirect or consequential damages, loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, or the cost of substitute services.
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13.3 Data. Our liability for loss or corruption of data is limited to using commercially reasonable efforts to restore from the most recent viable backup within the scope of your plan.
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13.4 What is never limited. Nothing in this section limits or excludes our liability for bodily or moral injury, for intentional fault, or for gross fault, or any other liability that the law does not permit us to limit.
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13.5 Third parties. We are not liable for the acts, omissions, outages, price changes, licensing decisions or failures of third-party vendors, carriers, distributors or cloud platforms, beyond passing through and administering the remedies those parties provide.
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13.6 Why this exists. These limits reflect what we are paid. A monthly plan fee cannot underwrite the full downside of a business interruption. If your risk exposure requires more, the right instrument is business interruption and cyber insurance, and we are glad to help your broker understand your environment.
14 Intellectual Property
14.1 Ownership of custom work. Unless a signed agreement states otherwise, we retain ownership of the software, code, scripts, databases and applications we develop, including all source code and all intellectual property rights in them. What you are purchasing is the working solution and the right to use it, not the underlying intellectual property.
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14.2 Your licence. On payment in full, we grant you a perpetual, non-exclusive, non-transferable licence to use the delivered software for your own internal business operations, at the sites and for the user counts described in the quote. This licence survives the end of our commercial relationship.
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14.3 Source code. Source code may be transferred to you for an additional amount, either predetermined on the quote or negotiated at the time of the request. Source code is not included in the development price by default and is not delivered automatically on final payment.
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14.4 No commercialization without authorization. Whether or not source code has been transferred to you, you may not sell, licence, sublicence, distribute, publish, offer as a hosted or managed service, or otherwise commercialize the software or any derivative of it without our prior written authorization or a separate commercialization or service agreement with us. Internal use across your own entities under common control is permitted; external commercial exploitation is not.
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14.5 Our pre-existing materials. We retain ownership of our own frameworks, libraries, scripts, templates, tools, documentation formats and methodologies existing before or developed independently of your project. Where these are embedded in a deliverable, the licence in 14.2 covers their use as part of that deliverable.
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14.6 Third-party components. Third-party libraries, licences, fonts, images and platforms are governed by their own licences, which pass to you and which you agree to observe.
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14.7 Continuity. We understand that depending on software you do not own is a real business risk. On request, we will agree a source code escrow or continuity arrangement releasing the source code to you on defined trigger events, such as our ceasing to trade or a sustained failure to support. Ask us and we will quote it.
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14.8 Reference. We may identify you as a client and describe the general nature of the work, without disclosing confidential details, unless you tell us in writing not to.
15 Confidentiality and Privacy
15.1 Confidentiality. Each party keeps the other's confidential information confidential and uses it only to perform or receive the services. This survives termination. Our procurement costs, supplier arrangements and internal pricing structures are our confidential information.
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15.2 Personal information. Where we handle personal information on your behalf, we do so as your service provider, on your instructions, only as needed to deliver the services, in accordance with Québec's Act respecting the protection of personal information in the private sector (as amended by Law 25) and the federal Personal Information Protection and Electronic Documents Act.
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15.3 Our commitments. We will: use the information only for the mandated purposes; apply reasonable security measures; restrict access to personnel who need it; notify you without delay of any confidentiality incident; and return or destroy the information at the end of the mandate.
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15.4 Your obligations. You remain the enterprise responsible for the personal information in your systems, including your privacy policy, your governance policies, your incident register, and any required notification to the Commission d'accès à l'information or to affected individuals.
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15.5 Subcontractors and location. We may use subcontractors and third-party platforms to deliver the services and remain responsible for their performance under this section. Some platforms store or process data outside Québec or outside Canada. We will identify these on request so you can complete any privacy impact assessment your obligations require.
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15.6 Our privacy policy. Our handling of your own contact and account information is described in our Privacy Policy.
16 Term, Termination and Offboarding
16.1 Term. These terms apply for as long as we supply services to you.
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16.2 Termination for cause. Either party may terminate on 30 days' written notice where the other is in material breach and has not cured it within that period. We may terminate immediately for non-payment beyond 45 days, for unlawful use of the services, or for abusive conduct toward our personnel.
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16.3 What survives. Amounts owing, committed subscription terms, interest, confidentiality, privacy, intellectual property and licensing restrictions, limitation of liability, the discharge in section 11, and governing law survive termination.
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16.4 Offboarding. We will provide a reasonable, professional handover: documentation we hold, administrative credentials, an export of data within our control, and coordination with your incoming provider. The first hour of offboarding is at no charge. Time beyond one hour is billable at the applicable hourly rate, quoted in advance.
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16.5 Settlement. Handover materials are released on settlement of undisputed amounts due. We will not withhold anything where doing so would endanger the security or continuity of a live environment.
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16.6 Removal of our tooling. Our monitoring, management and security agents are our property and are removed at offboarding. Licences we resell end at the end of their term under section 4.7.
17 Force Majeure
Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, civil unrest, labour disruption, failure of power, telecommunications or internet infrastructure, government action, or the failure or outage of a third-party platform. Payment obligations for services already delivered are not excused.
18 General
18.1 Notices. Notices are valid by email to the addresses each party has given, or by registered mail to the addresses in section 1.1. Cancellation notices must be in writing and are effective on our written acknowledgement.
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18.2 Assignment. You may not assign these terms without our written consent, which will not be unreasonably withheld. We may assign to an affiliate or in connection with a sale of the business.
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18.3 Subcontracting. We may subcontract and remain responsible for the work.
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18.4 Non-solicitation. During the engagement and for 24 months after it ends, neither party will solicit for employment or engagement the other's personnel who worked on or were involved in the engagement, except through a general public advertisement not directed at those individuals.
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18.5 Severability. If a provision is held unenforceable, the remainder stays in force and the provision is read down to the extent necessary.
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18.6 No waiver. Not enforcing a term on one occasion does not waive it.
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18.7 Entire agreement. These terms, with the accepted quote and any signed agreement, are the entire agreement and supersede prior discussions.
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18.8 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture or employment relationship.
19 Language
These Terms of Service are available in French and in English. Where the parties have received the French version and have expressly requested that these terms and all related documents be drawn up in English, the English version applies. In case of discrepancy and where required by law, the French version prevails.
20 Governing Law and Jurisdiction
These terms are governed by the laws of the Province of Québec and the laws of Canada applicable therein. The parties elect the judicial district of Terrebonne as the exclusive venue for any dispute.
21 Changes to These Terms
​We may update these terms. The version in force is the one published on this page on the date of your quote or renewal. Material changes are notified to your billing contact at least 30 days before they take effect, and apply to your services from your next renewal. Continuing to receive services after that date constitutes acceptance.
VERSION 1.3 · EFFECTIVE JANUARY 13 2026 · LAST UPDATED MAY, 21ST 2026