Nature of the Relationship with Digitad
These terms and conditions, together with the service proposal detailing the scope and number of service hours, form the agreement (the “Agreement”) between the signing party (the “Client”) and Groupe Digitad Inc. (“Digitad”).
Nature of Obligations
The Client acknowledges that Digitad’s obligation in providing the services is an obligation of means. Digitad does not provide legal advice or guarantee any specific outcomes regarding the Client’s objectives, including efficiency, quality, or relevance of services or expected economic results. The Client remains solely responsible for ensuring that its activities comply with all applicable laws and regulations, including in connection with the services provided by Digitad.
Services
The Client agrees that the services provided by Digitad are those described in the proposal, for the number of hours stated. Any excess time or additional services may be billed at the applicable hourly rate.
Power of Attorney
The Client expressly authorizes Digitad to act on its behalf in executing the agreed-upon services and when interacting with third parties.
Term
Digitad will provide services to the Client for the duration specified in the proposal. The Client expressly waives the right to unilaterally terminate the Agreement before its expiration and agrees to maintain the services for the full agreed term. If the Client terminates or defaults on the Agreement, they must provide 30 days’ notice and pay Digitad, as liquidated damages, a sum equal to 50% of the value of the remaining unbilled services for the term.
Content
The Client warrants that all documents, data, and content provided to Digitad are free of third-party rights and agrees to hold Digitad harmless from any related claims. The Client authorizes Digitad to use its name, logo, or website in client lists, press releases, brochures, and financial reports to indicate that it is a client of Digitad.
Limitation of Liability
The Client agrees that, except in cases of gross negligence or willful misconduct, Digitad’s total liability to the Client (or any other party) for any claims arising from the Agreement shall not exceed the total fees paid to Digitad under the Agreement. Digitad shall not be liable for any damages related to the Client’s failure to comply with applicable legal obligations or for incidental, exemplary, punitive, special, indirect, or consequential damages, including loss of profits, revenue, data, or business opportunities. Digitad is not liable for any hacking or third-party intrusion into the Client’s systems.
Intellectual Property
The Client retains all interests and ownership rights it already holds regarding data, documents, content, or other intellectual property it provides to Digitad. Subject to full payment by the Client for all services rendered, Digitad transfers all rights to written documents, code files (HTML, JavaScript, CSS, etc.), graphics, and other deliverables created specifically for the Client (the “Work Product”). If payment is not made, Digitad retains the rights to the Work Product, including the right to suspend access until full payment is received. The Client expressly acknowledges that these provisions are essential conditions without which Digitad would not have entered into the Agreement and are reasonable protections necessary to safeguard Digitad’s legitimate business interests.
Non-Solicitation
The Client agrees that during the term of the Agreement and for a period of two (2) years following its termination for any reason, it shall not, directly or indirectly, solicit any employees of Digitad or its affiliates (including individuals who ceased employment within 12 months of any relevant time) in any capacity, including as shareholder, partner, consultant, employee, agent, or advisor, nor induce anyone to terminate their employment with Digitad or its affiliates, except for general employment advertisements not directed at specific Digitad employees. The Client acknowledges that these provisions are essential and reasonable to protect Digitad’s legitimate business interests and that any breach would cause irreparable harm. In case of breach, the Client agrees to pay Digitad, as a penalty, an amount equal to the annual salary of the individual who left Digitad, within 10 days of receiving formal notice.
Governing Law and Jurisdiction
The Agreement is governed by the laws of the Province of Québec and applicable federal laws of Canada. Both Digitad and the Client acknowledge the exclusive jurisdiction of the courts of the Province of Québec for any action or proceeding relating to this Agreement.
