Terms of service

Definitions

“Service Offer”: The complete service offer document, related estimate, and appendices, when applicable.

“Supplier”: Spritz, réseaux sociaux et web marketing and POP, culture numérique, including its employees and subcontractors.

“Client”: Person or company to whom the Service Offer is addressed.

 

Duration 

The rates and conditions indicated in the Service Offer are valid for a period of 30 days, after which they may be subject to change.

 

Acceptance

By approving the Service Offer by signature or email, both parties agree to the terms and conditions specified. The person authorizing the proposal undertakes to enter into the contract in the name of his or her company and to comply with the agreed-upon terms.

 

Termination 

This Service Offer may be terminated by either party for any reason with 30 days’ notice. The Supplier reserves the right to cancel the Service Offer in whole or in part without incurring any liability towards the Client, if the latter fails to comply with the terms and conditions specified. In the event of unacceptable behaviour, violation of company values, or suspected fraud, the Supplier reserves the right to immediately terminate the Service Offer without prior notice.

 

Work in Progress

If the service is terminated before the agreement expires, the Supplier will invoice on a pro rata basis for all efforts made to fulfil the contract, including all third-party expenses already incurred, regardless of the expected final delivery.

 

Terms of Payment 

Payment terms are 30 days from the date of invoicing. If payment is overdue by more than 30 days, services will be suspended until payment is received, subject to a 2% monthly interest charge. One-time fees are due immediately upon acceptance of the Service Offer and must be paid within 30 days. Monthly fees are invoiced 30 days before the start of the corresponding month and must be paid within 30 days.

 

Regular Hours, Public Holidays, and Vacations 

Normal working hours are Monday to Thursday, 9 a.m. to 5 p.m. (ET), and Friday, 9 a.m. to 12 p.m. (ET). Messages received after 3:00 p.m. (ET) on Thursdays will be processed on the next business day of the following week. Mondays and Fridays are dedicated to concentration, and meetings with customers are not permitted. Public holidays are not part of regular working hours, in accordance with the Act respecting labour standards (CNESST). It is the Supplier’s responsibility to notify the Client in advance and within a reasonable period of time of any vacation time or periods of inactivity planned for its team members and/or subcontractors.

 

Subcontracting 

The Supplier reserves the right to subcontract tasks without notifying the Client, while complying with the confidentiality clauses set out in the Service Offer.

 

Guarantees and Responsibilities 

The Supplier guarantees to carry out the services identified in the Service Offer and acknowledges that it has access to the qualified personnel, equipment, and expertise required to fulfil its obligations.

In no way shall the Supplier be held liable for incidental, indirect, exemplary, or punitive damages or those related to the loss of profits, revenues, data, rights or services, or to the interruption or loss of access to services rendered.

 

Applicable Law, Currency, and Taxes 

The Service Offer and its validity are subject to the laws of the Province of Quebec and applicable federal laws. Amounts quoted are in Canadian dollars and are subject to federal and provincial sales taxes depending on the location of the service provided.

 

Confidentiality 

1. Ownership of Information: Confidential information received from the other party remains that party’s exclusive property. The use of this information is strictly limited to mutually agreed-upon activities.
2. Confidentiality and Limited Use: The parties agree to maintain the confidentiality of the information received and to use it only for the agreed-upon activities. Disclosure is authorized only to representatives requiring such information for the execution of the agreement, subject to similar confidentiality.
3. Prohibitions on Reproduction: It is prohibited to make copies of confidential information, except within the scope of contractual activities.
4. Destruction or Return upon Request: At the request of the disclosing party, confidential information and all copies thereof must either be returned or destroyed with written confirmation of such destruction.
5. Exceptions to Confidentiality: Information is not considered confidential if it is already public, independently developed, legitimately received from a third party without restriction, or if its disclosure is required by law.
6. Continuing Obligations: The parties must protect confidential information with a degree of care at least equivalent to that used for their own comparable information.
7. Non-Commitment: The signing of the agreement does not constitute a binding commitment to pursue any activity or transaction.
8. Guarantees and Responsibilities: No guarantee is given as to the accuracy or completeness of the information; the disclosing party is not responsible for the use of the information by the receiving party.
9. Measures in Case of Breach of Contract: In the event of a breach of contract, the non-violating party is entitled to remedies, including equitable measures such as an injunction.
10. Duration and Survival of Obligations: The agreement is valid for one year after its entry into force, but the confidentiality obligations survive the expiration of the agreement.
11. Complete Agreement and Amendment: This agreement constitutes the complete agreement between the parties and supersedes all prior communications. Modifications must be made in writing and signed by all authorized representatives.
12. Applicable Law and Jurisdiction: This agreement is governed by the laws of the province of Quebec, with exclusive jurisdiction in the courts of that province for any dispute.

Non-Solicitation and Ban on Hiring Employees from Spritz, réseaux sociaux et web marketing 

For a period of twelve (12) months from the end of the service agreement with the Supplier, the customer agrees not to solicit, make any offer of employment, or hire—directly or indirectly—any employees of the Supplier.

 

Communication Channels 

To ensure that your requests are handled correctly, please note that the Supplier only considers emails, phone calls, and service forms as official requests. Requests sent by other means such as SMS or chat will not be treated as official. Please note that the Supplier declines all responsibility for these alternative methods of communication.

 

Disputes 

The Agreement shall be governed by the laws of Canada and Quebec applicable therein. Any dispute relating to the validity, interpretation, execution, termination, consequences, or effects of the Agreement shall be submitted to the competent courts of the Province of Quebec in the judicial district of Montréal.

Last update: July 23, 2024