Art. 1 General
1.1 These terms and conditions are entered into as part of, and form an integral part of, a purchase order and/or agreement for the delivery of services and/or equipment (the "Contract") between Siflan Consulting (hereinafter "the Company") and its co-contractor (hereinafter "the Customer"). They bind the company and the customer for the entire duration of the service.
1.2 By the mere fact of concluding a contract (verbally, by telephone, fax or e-mail, or in any other way), paying an invoice or receiving services and/or goods delivered by the company, the customer acknowledges having read and agreed to these terms and conditions and waives the right to invoke his own terms and conditions, insofar as they contradict these terms and conditions.
1.3 These general terms and conditions shall apply from the time of payment of an invoice or receipt of services and/or goods supplied by the company and shall remain applicable for as long as the company provides services to the customer.
1.4 The fact that the company does not avail itself at a given time of the present terms and conditions and/or of a breach by the other party cannot be interpreted as a waiver by the company to avail itself of them at a later date.
1.5 The invalidity of any of the clauses of this contract in application of a law or regulation or following a decision that has shall not result in the invalidity of other clauses, which shall retain their full effect and scope.
1.6 The customer expressly authorizes the company to subcontract all or part of the contract.
1.7 The company is free to choose the place of performance of the services rendered under the contracts. The company is also free to choose the organization of its activities and working hours.
1.8 None of the clauses of this contract shall be interpreted as indicating the intention of the parties to form a company or partnership of any kind.
Art. 2. Rates
2.1 Prices expressed in the company's offers are in Canadian dollars excluding GST and PST, unless otherwise stated. Each party shall bear the cost of its respective taxes.
2.2 Travel expenses are not included in our offers. For journeys of more than 30 minutes from our offices, the time per person will be generally 0.5 per km travelled per vehicle.
2.3 These trips will never be made without your prior agreement.
Any other costs incurred for the successful completion of the project and pre-authorized by the customer will be invoiced in CAD at the actual cost incurred by the company (accommodation, purchase of additional modules, etc.).
Art. 3 Time banks
3.1 After an initial review of the project, the company will provide the customer with an estimate of the number of hours required to complete the work.
3.2 Unless otherwise agreed between the customer and the company, services rendered as part of the project will be paid for through a bank of hours.
3.3 Prior to the start of the project, the company will provide the customer with a quotation stating the number of hours in the time bank and the applicable hourly rate.
3.4 Unless otherwise stated, time banks must be paid in full before the start of the project and are non-refundable.
3.5 Guarantee: In the event that the bank of hours is exceeded before completion of the project, and the excess cannot be attributed to project modifications, additions or additional instructions provided by the customer after the quotation has been sent, the company undertakes to grant the customer a number of additional hours equivalent to 10% of the hours in the initial bank of hours, at no additional cost. If, however, the number of excess hours required to complete the project exceeds 10% of the initial bank of hours, the customer undertakes to pay the company for the additional hours, less the 10% overrun covered by the company.
Art. 4 Support services
4.1 Customers may retain the services of the Company for support services relating to solutions developed or provided by the Company to the Customer under other contracts, including the Odoo solution (the "Support Service").
4.2 These terms and conditions also apply to the support service.
4.3 Requests for support services should be sent by the customer to the company by opening a request using the following link: https://.com/helpdesk or by e-mail to support@.com with the following form:
The subject of the e-mail must be the subject of the request;
The content of the e-mail should be a description of your request and contain the path to reproduce the error. The customer should limit himself to one problem per request, and to avoid a longer processing time, the customer should refrain from copying a team member.
4.4 The processing of requests is by default considered non-priority and will take a minimum of 5 days. For emergencies, the customer can reach the company by telephone at 514-.
4.5 The support service includes the following services:
Training for problems related to unfamiliarity with the system
Adjust code if necessary
Adapting Odoo solution parameters to address problems
Any other proposals made by the analyst to best meet the customer's needs.
4.6 In the case of support services requested by the customer, the customer authorizes the company to use 2 hours of the customer's active time bank to settle the request. In the event that the company requires additional time, the company undertakes to obtain the customer's agreement before using other hours from the customer's active time bank or billing additional hours. The customer is also aware that his staging database may be updated in order to carry out tests and find the source of the problem. The customer undertakes to explicitly notify the analyst in advance in the ticket if this does not suit him/her.
4.7 In the event of non-payment, the company reserves the right to suspend the provision of support services indefinitely or until all liquid, due and payable amounts have been paid in full. The company also reserves the right to terminate the support service if the customer's time bank is exhausted and the customer has not renewed it.
4.8 The provisions of article 4 apply strictly to support service contracts between the customer and the company and not to other service contracts in force.
Art. 5 Warranty
5.1 We always include estimates of the time required to complete our deliverables. However, please note that if the number of hours per subject specified above is exceeded by more than 10%, we no longer guarantee the completion of said deliverable, and we will propose a change request in order to adjust the budget, schedule or objective.
5.2 A “change request” is a necessary adjustment to one of the three aspects of the project (budget, schedule and objective) due to a change in an element on which our teams based their estimates. It may include the planned involvement of a new person, a longer training period for a key user, a misinterpreted operation or a change in the customer's schedule. This list is not exhaustive.
Art. 6 Billing / complaints
6.1 Any disagreement concerning invoicing must be expressed by e-mail to @o.com within 31 days of the invoice being sent. In the absence of protest within this period, the customer is presumed to have accepted the invoice.
Art. 7 Payments and fees
7.1 In the event that the customer decides not to take advantage of a time bank, the company may request the customer to pay in instalments. payment in instalments that the company deems reasonable in light of the mandate entrusted, prior to the commencement of the services.
7.2 The customer is solely responsible for payment of all sums due under the contract.
7.3 The company's invoices are payable at the address of its registered office in accordance with the terms of payment indicated therein. Unless otherwise agreed, invoices are payable upon receipt.
7.4 Total or partial non-payment on the due date will result, without prior notice and without prejudice to article 15.1, in the suspension of the delivery of goods and/or services to the customer.
7.5 In the event of non-payment of an invoice by the due date, interest of two percent (2%) per month, i.e. twenty-four percent (24%) per annum, will be payable by the customer, by operation of law and without prior notice. This interest will be calculated on a month-to-month basis from the due date, with each month commenced being considered a full month. The customer will also be liable for all legal and collection costs incurred as a result of late or non-payment.
7.6 The company reserves full ownership of the goods and products delivered (such as, in particular, computer applications or programs), until full payment of the full price of the order, including principal, costs, interest if applicable and taxes, allowing it to repossess these goods and products, regardless of the date of delivery.
7.7 The service provider reserves the right to suspend services within 5 days of non-payment.
Art. 8 Force majeure
8.1 The company shall not be held liable if the performance of any of its obligations is prevented, limited or disrupted by force majeure. For the purposes hereof, force majeure includes events such as fire, explosion, failure of transmission networks, collapse of installations, epidemic, earthquake, flood, power failure, war, embargo, law, injunction, demand or requirement of any government, strike or boycott.
8.2 The company shall not be liable for the total or partial non-performance, or the total or partial suspension of performance, of any of its obligations if it proves that the burden of performance of this obligation is aggravated by the occurrence of an unforeseeable event beyond its control, which it could not reasonably be expected to have taken into consideration at the time the contract was concluded.
Art. 9 Intellectual property
9.1 Any reproduction, in whole or in part, by any means whatsoever, of the company's products and services without the prior written consent of the company is unlawful and constitutes an infringement giving rise to civil and criminal penalties.
9.2 All its creations remain the inalienable property of the company. Access to the service does not confer on users and customers any prerogative over elements protected by intellectual property rights, and in particular over information, data, photographs, trademarks, images, drawings, graphics, animations or texts.
Art. 10 Liability
10.1 In the performance of the contract(s), the company is only bound by an obligation of means and not an obligation of result.
10.2 The customer expressly agrees to extend the limitation of compensation due by the company provided for in article 10 to the case of gross negligence on the part of the company or on the part of one of its employees or trainees.
10.3 The company shall not be liable to the customer for any damage resulting from the introduction of a computer virus affecting the proper functioning of the service, the migration of the application to a different hardware or software environment, modifications made to software components by anyone other than the company, illegal or unauthorized intrusion by any third party into a server and/or the service platform.
10.4 The company does not guarantee perfect continuity of the services available on its website or servers, nor the total absence of error, technical or other deficiencies, and cannot be held responsible for any damage resulting from the customer's access to or use of the service.
10.5 The customer releases the company from any liability for the failure of other technical operators or subcontractors.
10.6 Except in the case of intent or wilful misconduct, the company accepts no liability for its equipment or the goods delivered, in particular if a good or product delivered (such as, in particular, computer applications or programs) does not comply with the legislation of the country of delivery.
10.7 Compensation payable by the company in the event of its liability being incurred shall be limited to direct, certain and legitimate loss, to the express exclusion of any indirect loss. Under no circumstances may the company be held liable for indirect damages, i.e. all those which do not result directly and exclusively from the event giving rise to liability, such as, in particular, commercial prejudice, loss of earnings, loss of sales, loss of business opportunities, loss of orders, damage to brand image, any commercial disturbance whatsoever.
10.8 Under no circumstances shall any compensation owed by the company exceed the sums paid by the customer for the service giving rise to the company's liability, up to a limit of 30% of the sums paid by the customer at the date of the event giving rise to said liability for all orders in progress.
10.9 In the event that the risk is not covered by the company's civil liability insurance as a provider of IT services (R.C. Exploitation) referred to in article 10, except in the case of fraud or wilful misconduct, the company is exonerated from all liability to the customer for any damage, direct or indirect, caused by a fault on the part of the company or on the part of one of its employees or trainees. Under no circumstances will the company be liable to pay the customer more than the amounts paid to the company by the customer under the present contract.
Art. 11 Delivery
11.1 Delivery times are given for information only. Delays which may occur may in no case justify refusal to accept delivery of goods or non-payment of the invoice, nor give rise to the application of penalties or the payment of compensation by the company.
Art. 12 Confidentiality
12.1 The parties acknowledge that in the performance of the contract they have access to privileged confidential information of a commercially sensitive nature for the customer. For the purposes of these terms and conditions, "confidential information(s)" means information (including files, materials and documents) relating to the parties' business activities, present or contemplated, whether communicated in writing, orally, visually, demonstratively, technically or by any other means electronic or otherwise, whether or not such information is designated, marked, labeled or identified as confidential or proprietary to either party, including but not limited to information which should be designated as confidential by its nature and/or which is not publicly known, with the exception of :
information which would otherwise be confidential but which the disclosing party has itself made public or which is in the public domain;
information known to the receiving party prior to the commencement of the parties' business relationship or which is generally known in the industry prior to disclosure; or
information that has been lawfully received or transmitted to a party through no fault of the party or its representatives.
12.2 Consequently, the parties agree to :
use, disclose and reproduce the confidential information made available to them only for the purposes of providing the services for which the contract was entered into;
not to disclose or communicate to anyone any confidential information, for any reason whatsoever, without the written authorization of the customer who holds the confidential information, unless forced to do so by a specific provision of a law or by a court order;
allow access to confidential information only to persons authorized by the party holding the confidential information; and
act diligently to take reasonable security measures to protect confidential information, including but not limited to, against theft, vandalism and damage and immediately notify the customer of any unauthorized use or disclosure of confidential information.
12.3 The parties agree to respect this confidentiality undertaking during the term of the contract and after its termination.
12.4 Unless otherwise specified by the customer, the company is authorized by the customer to use any service as a presentation of its achievements on its website, as well as to mention its services and to use the customer's logo and name in its commercial communication, in particular on the occasion of events, conferences or specialized publications.
Art. 13 Customer obligations and liability
13.1 The customer undertakes to comply with all applicable laws and regulations.
13.2 The company shall not be held liable for any malfunction of the server resulting from its use by members of the customer's staff or by any third party to whom the customer has supplied his or her password(s). Similarly, the company cannot be held responsible for the consequences of the loss of the above-mentioned password(s).
13.3 The customer undertakes to inform the company of any change in his situation (in particular a change of address or a change in his equipment) within one month of the change.
13.4 The customer is solely responsible for the content, information, sound, text, images, form elements, data accessible, transmitted or put online by him/her for any reason whatsoever.
13.5 Presence, involvement and timely completion of tasks assigned to the customer are essential to the success of our deliverables (on budget, on schedule and on target).
Art. 14 Non-solicitation clause
14.1 The parties undertake not to solicit for their own account or for the account of a third party any of the other party's employees without the express written consent of the party employing the employee, during the term of the contract and for a period of one year from the end of the contract.
14.2 The parties may solicit an employee who has ceased to work for the other party after a period of one year has elapsed from the termination of the employment relationship between such employee and his employer.
14.3 Any breach of Article 14.1 shall automatically give rise to the payment by the party at fault to the other party of a fixed indemnity of CAD 10,000.00, without prejudice to the right of that party to claim compensation for its actual loss.
Art. 15 Express resolutory clause
15.1 The company has the right to terminate the contract without having to apply to a judge for its rescission, without prior notice of default, and without compensation, in the following cases: (i) if the customer remains in default of fulfilling (correctly and on time) one or more obligations arising from the contract; (ii) in the event of suspension of payments, initiation of bankruptcy proceedings, proposal or bankruptcy of the customer; (iii) in the event of liquidation or termination of the customer's activities; (iv) in the event of a change of control of the customer (legal entity) ; (v) if part or all of the customer's assets are seized; (vi) if the company has serious reason to doubt the customer's ability to perform his or her obligations to the company; (vii) if the customer fails to comply with these general terms and conditions; (viii) if the customer fails to comply with the instructions relating to the use of applications hosted on the company's server platform; (ix) if the customer engages in any activity from the company's servers which may give rise to civil or criminal liability on the part of the company, or which may infringe the rights of a third party; (x) if the customer hosts content on the company's servers which may involve the company's civil or criminal liability or infringe the rights of a third party; (xi) if the customer fails to pay the deposit mentioned in the offer; or (xii) if the performance of any of the company's obligations is prevented, limited or disrupted for more than 7 calendar days by a case of force majeure as referred to in article 8.1 or by an unforeseeable event as per article 8.2.
15.2 In the event of the application of article 15.1 or judicial termination of the contract, the company is entitled to demand the return of goods and products (such as, in particular, computer applications or programs) already delivered but not paid for.
15.3 All of the company's claims against the customer become immediately due and payable by operation of law when the company terminates the contract in accordance with article 15.1. Failure to pay will result in the application of clause 7.5 and interest will start to accrue on the amount due.
Art. 16 Disputes
16.1 The contract and these terms and conditions are governed by the laws of the province of Manitoba and the laws of Canada applicable therein. The parties agree to elect the Brandon Provincial court in the province of Manitoba to settle any dispute relating to their interpretation or performance.