TERMS AND CONDITIONS OF SERVICE PROVISION
1. PURPOSE – CONTRACTUAL FRAMEWORK – SCOPE OF APPLICATION
1.1 The company SOLUTIONS PUBLISSOFT INC. (hereinafter Publissoft) is an independent global communication agency, particularly specialized in consulting and Internet communication (website creation and hosting, domain name purchase and management, email management, webmail, SEO, commercial links, web callback service, digital marketing services, etc.). Publissoft does not control nor hold any share in the capital of companies that sell media or advertising spaces from which it purchases services on behalf of its clients and, more generally, does not maintain any financial ties with media or advertising space vendors. Conversely, these media or advertising space vendors do not control nor hold any share in the capital of Publissoft. Under the terms of the Agreement, as defined below, the Client entrusts Publissoft with the management of all or part of its communication budget.
1.2 Any service provided by Publissoft is subject to the service agreement concluded with the Client (hereinafter referred to as the Client), which includes (i) the specific conditions outlined in this Agreement, and (ii) these general terms and conditions of service provision (hereinafter referred to as the Conditions). These documents form an indivisible contractual framework (hereinafter referred to as the Agreement), and the Client expressly acknowledges having received these documents at the time of signing the Agreement. The Agreement takes precedence over any order or purchase terms that may apply to the Client, unless expressly waived by Publissoft. The Agreement constitutes the entirety of the understanding between the parties.
1.3 The client's signature of the Agreement, below the specific conditions outlined in this agreement, constitutes full and unconditional acceptance by the client, as well as complete adherence to the provisions of the agreement, including these conditions, which prevail over any general terms of purchase or any other document of the client, except in the case of an express, prior, and written waiver by Publissoft.
2. PROVISION OF SERVICES BY PUBLISSOFT
2.1 The details of the products and/or services subscribed to by the Client for the implementation of the communication plan (hereinafter referred to as the Services) are specified in the specific conditions outlined in this Agreement. Their descriptions and/or conditions are detailed in the Publissoft Welcome Guide, which is provided to the Client.
2.2 The services provided by Publissoft are offered at the price specified in the specific conditions outlined in this Agreement. This price is fixed, firm, and non-revisable for the duration of the Agreement.
2.3 Unless otherwise stated, all prices, amounts, or sums indicated in the Agreement are in Canadian dollars and exclude all applicable taxes (GST, QST, or others).
3. PAYMENT TERMS – PAYMENT DEFAULT
3.1 The annual price for Publissoft's service provision shall be paid by the Client each year during the term of the Agreement, on the date specified in the specific conditions outlined in this Agreement. The monthly price for Publissoft's services shall be paid by the Client each month during the term of the Agreement, on the date specified in the specific conditions outlined in this Agreement. The payment schedule is agreed upon with the Client and is indicated in the specific conditions of this Agreement. Publissoft’s invoices are payable upon receipt.
3.2 The price(s) shall be payable by check made out to Publissoft or by pre-authorized debit, according to the payment method chosen by the Client in the specific conditions outlined in this Agreement. The price is calculated net without discount, unless a different agreement is made between the parties.
3.3 In the event of non-payment of any amount by the due date, Publissoft shall be entitled, without further notice or delay, to charge the Client's account with a late interest fee at an annual rate of twenty percent (20%), capitalized daily. This interest shall be immediately due and automatically acquired by Publissoft, without any formalities or prior notice, and without prejudice to any other actions Publissoft may be entitled to take against the Client.
3.4 After a payment delay, Publissoft reserves the right to require the Client to make payments via automatic withdrawal. If the Client refuses, Publissoft reserves the right to suspend its services. If the Client fails to make a payment by the due date, the remaining unpaid balance of the Agreement shall become immediately due and payable. In the case of a bounced check, Publissoft reserves the right to impose a $25 fee on the Client’s account.
3.5 Publissoft shall not be required to provide the services ordered by the Client if the latter does not pay the agreed price under the conditions and terms specified above. In case of non-compliance with the payment terms agreed upon in this Agreement, Publissoft shall have the right to suspend or cancel the ongoing service provision and retain any deposits already received.
3.6 Upon the termination of the Agreement, the Client may request the delegation or transfer of management of its domain name(s) only if all amounts due to Publissoft, for any reason, have been fully and duly paid.
3.7 The Client acknowledges that the execution of the Agreement is strictly conditional upon the approval of their credit by Publissoft, which may terminate this Agreement at any time, at its sole discretion, if it determines that the Client’s credit is unsatisfactory. To this end, the Client authorizes Publissoft to conduct standard credit and solvency investigations with third parties and to record and disclose credit information to relevant third parties.
4. DURATION – TERMINATION
4.1 The Agreement is concluded for the duration specified in the specific conditions outlined in this Agreement, expressed in months or years (hereinafter referred to as the Initial Period). With respect to Publissoft, the Agreement takes effect and becomes final and irrevocable, binding both Publissoft and the Client from the date of signature of the Agreement.
4.2 The Agreement shall be automatically renewed by tacit renewal beyond the Initial Period, for successive one-year periods, unless expressly terminated by either party through written notice sent by email to the authorized consultant at least three (3) months before the end of the current period, whether it is the Initial Period or one of the successive periods mentioned above.
4.3 The Client acknowledges having read the provisions of Article 2125 of the Civil Code of Québec, which authorizes the unilateral termination of the Agreement before its term, and expressly waives the right to invoke it.
4.4 The Agreement may not be terminated or canceled before its term and/or unilaterally by the Client, for any reason, basis, or grievance whatsoever.
4.5 The Client's insolvency, voluntary or involuntary bankruptcy, a proposal for a settlement with creditors, assignment of assets, business abandonment, liquidation before fulfilling all obligations, sale, assignment, or transfer of rights under the Agreement without obtaining prior written authorization from the Service Provider shall be deemed a default under this Agreement and shall entitle the Service Provider to terminate the Agreement by sending written notice via registered mail.
4.6 In the event that the Client fails to comply with any of its obligations under the Agreement, all amounts owed by the Client shall become immediately due and payable, including periodic payments covering the entire duration of the Agreement. Furthermore, the Client shall be liable to Publissoft for a penalty of $2,000, payable upon first request and as of right, without prejudice to any other rights or claims Publissoft may have.
5. OBLIGATION OF MEANS – LIABILITY – WARRANTY
5.1 Publissoft performs the services for the benefit of the Client under a general obligation of means.
5.2 Under no circumstances shall Publissoft be held liable for punitive, compensatory, direct, or indirect damages, including but not limited to loss of data, loss of revenue or profits, operational losses, financial losses, loss of anticipated savings, or failure to achieve projected results, even if Publissoft has been informed of such risks. The Client is solely responsible for choosing the products or services and the results they wish to achieve through their use, even if the Client has informed Publissoft of their objectives.
5.3 The provisions of this article shall apply regardless of the success or effectiveness of any other recourse, regardless of the nature, cause, or reason for any claim, action, or lawsuit initiated by the Client, including but not limited to any breach of the Agreement or any damages.
5.4 Any claim under this article must be received by Publissoft within three (3) months from the date of the events giving rise to such a claim.
5.5 For the execution of all services subscribed to by the Client, Publissoft is solely bound by an obligation of means, and not an obligation of result. The Client has been informed that certain services (e.g., SEO) depend on various technical, technological, or other parameters that Publissoft cannot fully control. In this regard, Publissoft reserves the right to refuse certain organic keyword choices or commercial links, or to modify them.
5.6 Regarding elements or content provided by the Client to Publissoft for the creation of a website or any other service performed by Publissoft on behalf of the Client (e.g., video), the Client declares that they hold all rights and authorizations allowing the reproduction, representation, and exploitation, in any form, of these elements. Furthermore, the Client is solely responsible for obtaining in a timely manner any necessary authorizations related to the right to use the image of any person or any element directly or indirectly involved in the creation of a website or any other service performed by Publissoft. The Client guarantees their support to Publissoft and shall indemnify it against any claims by third parties regarding these elements and/or their use.
5.7 From the effective date of the Agreement, the Client has a period of one (1) month to provide Publissoft with all necessary elements for the creation of their communication plan (e.g., website). Publissoft shall not be held liable if the Client fails to meet this deadline.
5.8 Publissoft shall be released from any liability towards the Client in the event of the Client's failure to comply with their obligations under the Agreement.
5.9 In the event of any failure by Publissoft in fulfilling its obligations (non-performance or improper performance), the Client must notify the company within a maximum period of five (5) days from the launch of the Client's website or the completion date of the disputed service or obligation, or from the date on which the disputed service or obligation should have been performed. If the Client fails to do so or has signed an acceptance report for the ordered services, Publissoft shall be deemed to have properly fulfilled its obligations under the Agreement, and the Client shall be considered to have irrevocably waived any claims in this regard.
5.10 For the purposes of this Agreement, the parties acknowledge and agree that no single or partial obligation within the Agreement shall be considered an essential obligation, as the purpose of the Agreement relies on the fulfillment of multiple obligations and services deemed indivisible, forming part of the Client's overall communication plan. The Client also undertakes to mitigate any damages they may suffer by implementing all necessary measures to that effect.
6. CLIENT'S COMMITMENT
6.1 It is the Client’s responsibility to carry out all necessary procedures, declarations, and applications for legal and administrative authorizations to ensure that their activities comply fully with the laws and regulations in force.
6.2 The Client specifically declares that they have met the legal requirements regarding the processing of personal data, access to information, privacy protection, and confidentiality of personal information. The Client acknowledges that they are solely responsible for the content provided to Publissoft, particularly concerning its legality and informational reliability.
6.3 The Client undertakes to comply with federal and provincial laws in force in Canada that may govern the Internet, any international conventions ratified or not by Canada, as well as any ethical recommendations on the Internet originating from Canada or issued by the United Nations or one of its official bodies, regardless of the Client's permanent or temporary location.
6.4 As the primary publisher of content, the Client specifically agrees to comply with provisions related to intellectual property, privacy protection, confidentiality of information, protection of minors on the Internet, freedom of the press, and more generally, all provisions aimed at ensuring the protection of public order.
6.5 The Client acknowledges that Publissoft has neither the authority nor the duty to exercise permanent and effective control over the legality of the content. As a result, the Client agrees to assume full responsibility for such control. The Client acknowledges that Publissoft has no control over the data processed and used by the Client.
6.6 The Client agrees to correct and modify any information deemed unlawful according to any rule or recommendation issued by one of the organizations referenced in this article within the timeframe established by said organization or, in its absence, within a maximum period of forty-eight (48) hours. Failure to comply may result in Publissoft suspending the Client's service accessibility immediately and without prior notice until full compliance is achieved, without any refund or compensation.
6.7 The Client agrees to indemnify and defend Publissoft in the event of any claim, lawsuit, legal action, or formal notice, including judicial and extrajudicial consultation fees, whether the claim is founded or not. This includes any judgment or compensation awarded due to damages caused to any individual or entity resulting from the Client's failure to ensure the legality or informational reliability of the content provided to Publissoft for service provision.
6.8 Since Publissoft does not guarantee that the domain name and/or published content do not conflict with any copyright, trademark, trade name, registered design, or commercially exploited model belonging to a third party, it is exclusively the Client’s responsibility to perform all necessary verifications to ensure the absence of such conflicts and to indemnify Publissoft against any legal claims or actions that may arise.
6.9 The Client agrees to make reasonable use of email services, which includes, among other things, refraining from sending messages containing content that may disrupt public order, incite discrimination, compromise national security, or violate applicable laws or the rights of others.
7. FORCE MAJEURE
7.1 A party shall not be considered in default of its obligations and shall not be held liable for damages or delays if such defaults, damages, or delays result from a force majeure event, as described in Article 1470 of the Civil Code of Québec. Events considered as force majeure include, but are not limited to, breakdowns, strikes, transportation failures, disasters, or other serious events beyond Publissoft's control, which would prevent or hinder the fulfillment of its obligations.
8. INDEPENDENT CONTRACTORS
8.1 The parties acknowledge that they act as independent contractors and that nothing in the Agreement shall be interpreted in a way that alters their status or constitutes, either intentionally or in effect, a partnership, joint venture, or mandate of any kind between Publissoft and its Clients.
8.2 Each party has full control over the manner and means of fulfilling its obligations under the Agreement. No provision of the Agreement shall be interpreted in a way that allows one party to impose upon the other any action that may compromise its status as an independent contractor.
8.3 No party has the right or authority, whether express or implied, to create or assume any obligation or liability on behalf of the other party toward third parties, in any manner whatsoever.
9. DISPUTE – APPLICABLE LAW
9.1 The Agreement, and any act resulting from it, shall be governed by and interpreted in accordance with the laws of Quebec and Canada, to the exclusion of any other laws or jurisdictions.
9.2 Any dispute relating to the application of the Agreement, these Conditions, its interpretation, execution, service agreements, orders contracted by Publissoft, or payment of the price, shall fall exclusively under the jurisdiction of the courts of the judicial district of Montreal, in the province of Quebec, regardless of the place where the Agreement, order, delivery, or payment was executed, or the payment method used. This applies even in cases of third-party claims, multiple defendants, or warranty calls, unless otherwise provided by a mandatory public order provision under the law.
9.3 In the event of legal action or any other measure taken to recover claims on behalf of Publissoft, the Client shall bear all summons costs, legal fees, attorney and bailiff fees, and any additional costs, as well as all expenses related to or resulting from the Client's failure to fulfill its obligations under the Agreement.
10. GENERAL PROVISIONS
10.1 If, for any reason, any provision of these Conditions, and more generally of the Agreement, is found to be illegal, unenforceable, void, or unreasonable, in whole or in part, the remaining provisions shall remain in full force and effect as if these Conditions or the Agreement had been executed without the invalid provision. The provision deemed invalid shall be replaced by a valid provision that most closely reflects its intent and scope.
10.2 All written notices must be sent or delivered to Publissoft at the following address: info@publissoft.net, or verbally by phone at +1 888 382-4831 or via WhatsApp. Notices sent by certified mail shall be deemed received upon delivery; notices delivered in person shall be deemed received upon receipt; and notices sent via fax shall be considered received when electronically confirmed.
10.3 No tolerance by Publissoft, regardless of its nature, extent, duration, or frequency, shall be interpreted as creating any right or waiving Publissoft’s ability to enforce the provisions of these Conditions or the Agreement in its entirety. Furthermore, no such tolerance shall in any way limit Publissoft’s ability to invoke each provision of these Conditions or the Agreement at any time.
