Legal

Terms of Service

Terms of Service

Version: 1.0

Effective date: November 2, 2026

These Terms of Service (the “Terms”) govern the business-to-business services provided by 9492-6169 Québec inc., a corporation carrying on business as Solutions Marval (the “Corporation”). The Corporation is incorporated in Québec under the Business Corporations Act (Québec) (LSA). Its principal place of business is Saint-Eustache (Québec), Canada. The Corporation’s email address for contractual notices is m.bran@solutionsmarval.com. Its full mailing address for contractual notices is stated in the applicable Order Form.

1. Agreement Structure

1.1 Master Terms and Order Form

These Terms are a master agreement. They apply to each engagement between the Corporation and the business identified in a signed Order Form. The “Order Form” is the applicable order form, statement of work or service schedule signed by the parties. It identifies the Client, selected commercial model, scope, fees, options, effective date and any engagement-specific requirements. The Terms and the applicable Order Form together form the “Agreement.”

1.2 Order of Precedence

If the Terms and an Order Form conflict:

  1. the Order Form prevails for the selected scope, deliverables, fees and engagement-specific commercial terms; and

  2. these Terms prevail for all other matters.

No website, pricing page, proposal, presentation or other public material overrides a signed Order Form. Public pricing is informational unless and until incorporated into a signed Order Form.

1.3 Client

The “Client” is the business identified in the applicable Order Form. The person signing an Order Form represents that they are authorized to bind the Client.

2. Definitions

The following terms have the meanings set out below.

2.1 “Client Content”

“Client Content” means text, copy, business information, images, data and materials supplied by the Client or created for the Client in the course of the engagement.

2.2 “Client Media”

“Client Media” means the image and media files delivered with or used in the Website.

2.3 “Website Build”

“Website Build” means the website as constructed on the Platform, including its design, structure, code, layout and configuration, together with all templates, prompts, workflows, configurations and tooling of the Corporation. A Website Build is provided only where the applicable Order Form identifies it.

2.4 “Domain”

“Domain” means the internet domain name registered by or on behalf of the Client.

2.5 “Platform”

“Platform” means the third-party hosted platform through which the Corporation delivers the Services.

2.6 “Workspace”

“Workspace” means the dedicated workspace provisioned on the Platform for the Client.

2.7 “Provisioned Number”

“Provisioned Number” means the telephone number allocated at Platform level for use with the Receptionist services.

2.8 “Call Records”

“Call Records” means call logs, call recordings, call transcripts and related metadata held in the Workspace.

2.9 “Telephony Usage”

“Telephony Usage” means charges levied by third-party telecommunications carriers, passed through at cost with no markup, invoiced separately with supporting detail on request.

2.10 “Managed Services”

“Managed Services” means the managed AI colleague layer, including inbox and calendar management, blog and SEO content, voice reception, configuration, monitoring, tuning, a monthly check-in and a monthly report.

2.11 “Website”

“Website” means the public-facing website made available to the Client through the Website Build and the hosting services identified in the applicable Order Form.

2.12 “Hosting and Maintenance”

“Hosting and Maintenance” means the hosting and maintenance services identified in the applicable Order Form, billed monthly where provided.

2.13 “Services”

“Services” means the Managed Services, Hosting and Maintenance where identified in an Order Form, optional add-ons and any other services identified in an Order Form.

3.1 Managed Services

Managed Services consist of the recurring managed AI colleague layer described in section 2.10, billed monthly. The applicable price is the price stated in the signed Order Form.

3.2 Optional À La Carte Add-Ons

Subject to the applicable Order Form, the following optional services may be purchased separately:

Add-On Reference price
Eva: inbox and calendar services $99/month
Rachel: voice reception services $99/month, plus Telephony Usage
Linda: document and contract review services $79/month
Rachel’s monthly price is increased only by Telephony Usage properly charged by a third-party carrier and passed through at cost. No per-minute or per-call rate is created by these Terms.

3.3 Other Services

Any other service configuration, including a Website Build or Hosting and Maintenance, is provided only under the applicable signed Order Form and is governed by these Terms and that Order Form. Nothing in these Terms offers, advertises or prices a website build service. Website-related provisions in these Terms apply only where a signed Order Form identifies a Website Build or Hosting and Maintenance.

3.4 Scope of Deliverables

The Order Form will identify the applicable deliverables. Unless the Order Form states otherwise, the intended scope may include:

  • minor content edits involving text, images, hours or pricing;
  • inbox triage and drafted replies;
  • calendar support and appointment booking;
  • voice reception and caller-detail capture;
  • blog and SEO content;
  • two blog posts per month;
  • configuration, monitoring and tuning;
  • a monthly check-in; and
  • a one-page monthly report. A deliverable listed in an Order Form is governed by the scope, assumptions and limitations stated in that Order Form.

3.5 Scope Changes

Requests outside the agreed scope, including new pages, structural changes, full redesigns, new integrations, new workflows, additional content volume or materially increased call, ticket or message volume, may require a revised scope and additional fees. No scope change is binding unless confirmed in writing by the Corporation.

3.6 Right to Decline an Engagement

The Corporation may decline to enter into an engagement or may decline a proposed scope, integration or use case at its discretion. No provision of these Terms creates a right to be accepted for any particular service. Nothing in these Terms creates an implied fitness warranty or representation that a particular service is suitable for every prospective Client.

4. Fees, Taxes and Payment

4.1 Currency and Taxes

All prices are in Canadian dollars and are stated before applicable GST and QST. The Corporation’s GST and QST registration numbers will appear on invoices. They will not be published on the Corporation’s website or in public pricing material. The Client is responsible for applicable taxes shown on a valid invoice unless the Client provides legally sufficient documentation establishing an applicable exemption.

4.2 Invoice Payment

Unless the Order Form states otherwise:

  1. one-time fees are invoiced when the applicable work is authorized;

  2. recurring fees are invoiced monthly in advance;

  3. invoices are due within 15 days after the invoice date; and

  4. payments must be made by the method identified on the invoice.

The Client may not withhold or set off undisputed fees.

4.3 Late Payment

Overdue amounts accrue interest at the lesser of: 1. 1.5% per month, compounded monthly; or

  1. the highest rate permitted by applicable law.

The Client must reimburse reasonable collection costs, including reasonable legal fees, incurred to recover overdue undisputed amounts.

4.4 Suspension for Non-Payment

If an undisputed invoice remains unpaid for more than 10 days after the due date, the Corporation may provide written notice requiring payment. If the overdue amount is not paid within 5 days after that notice, the Corporation may suspend some or all Services until payment is received. Suspension does not waive the Client’s payment obligations or extend the applicable Term. The Corporation may suspend Services immediately where necessary to address fraud, unlawful use, a security threat or a material risk to the Corporation, the Platform or another client.

4.5 Non-Refundable Fees

Fees are non-refundable once the applicable month has started. Setup fees are non-refundable once the applicable work begins. A one-time fee for a Website Build or other project work identified in the Order Form is non-refundable once the applicable work begins, except to the extent a refund is required by applicable law or expressly stated in the Order Form.

4.6 Price Changes

The Corporation may change recurring fees by giving at least 30 days’ written notice. A price change applies after the notice period and does not change the month-to-month structure. If the Client does not accept the change, the Client may terminate the affected recurring service by giving written notice before the change takes effect. The Client remains responsible for fees during the applicable notice period. A change to a one-time fee applies only to future Order Forms unless the parties agree otherwise in writing.

5. Term and Termination

5.1 Initial Term

The Agreement begins on the effective date stated in the Order Form. Unless the Order Form states otherwise:

  • where the Order Form includes a Website Build, it continues until completed, accepted or terminated under this section;
  • where the Order Form includes Hosting and Maintenance, they are month-to-month;
  • Managed Services are month-to-month; and
  • optional recurring add-ons are month-to-month.

5.2 Single Termination Provision

Either party may terminate the Agreement or any recurring service by giving at least 30 days’ written notice. Unless the parties agree otherwise in writing:

  1. the Client remains responsible for recurring fees during the 30-day notice period;

  2. fees for a month that has started remain non-refundable;

  3. termination of hosting and maintenance is treated as termination of the hosting portion of the

Agreement;

  1. termination of Managed Services does not, by itself, terminate hosting and maintenance; and

  2. termination of hosting and maintenance does not, by itself, terminate a separate Managed Services subscription.

Where the Order Form includes more than one recurring component, the parties may terminate one recurring component without terminating the other unless the notice expressly terminates the entire Agreement.

5.3 Immediate Termination

The Corporation may terminate the Agreement immediately by written notice if:

  1. the Client materially breaches the Agreement and does not cure the breach within 10 days after

written notice;

  1. the Client fails to pay an undisputed amount after the suspension process in section 4.4;

  2. the Client uses the Services unlawfully or in a manner that creates a material security, privacy or

reputational risk;

  1. continued performance would violate applicable law or a binding requirement of the Platform or a

third-party provider; or

  1. the Client becomes insolvent, makes an assignment for the benefit of creditors or ceases carrying

on business. The Client may terminate immediately if the Corporation materially breaches the Agreement and does not cure the breach within 30 days after written notice, unless the breach cannot reasonably be cured.

5.4 Consequences of Termination

On termination:

  1. all undisputed accrued fees become immediately due;

  2. recurring fees continue through the applicable notice period;

  3. the Corporation may stop accepting new work;

  4. access to the Workspace and Services may be suspended or ended in accordance with this section;

  5. the Website lifecycle provisions in section 8 apply;

  6. the Provisioned Number provisions in section 10 apply; and

  7. the confidentiality, privacy, intellectual property, payment, limitation of liability, indemnity, dispute

and other provisions intended by their nature to survive will continue.

5.5 Unpublishing Is Not Cancellation

Unpublishing or temporarily removing the Website from public view is not cancellation or termination of the Agreement. When the Website is unpublished:

  • Client Content and Client Media are preserved in the Workspace;
  • the Website may be republished while the Workspace remains active; and
  • deletion follows Workspace deactivation, subject to the Platform’s documented retention practices.

6. Website Ownership and Platform Structure

6.1 Client Property

The Client owns, without limitation:

  1. the Domain;

  2. the Client Content; and

  3. the Client Media.

Nothing in this Agreement transfers or limits the Client’s ownership of those items.

6.2 Corporation Property

The Corporation owns:

  1. the Website Build;

  2. the Workspace;

  3. the Platform configuration;

  4. templates;

  5. prompts;

  6. workflows;

  7. configurations;

  8. tooling; and

  9. pre-existing materials of the Corporation or its service providers.

The Client receives only the access and use rights expressly stated in the Agreement. No ownership of the Website Build, Workspace, Platform configuration, templates, prompts, workflows or tooling is transferred to the Client. The Corporation receives no ownership interest in the Domain, Client Content or Client Media, except for the limited licences required to provide the Services.

6.3 Limited Licence to Client Materials

The Client grants the Corporation and its service providers a non-exclusive, worldwide, royalty-free licence during the Term to host, reproduce, modify, display, transmit and otherwise use the Client Content and Client Media as reasonably necessary to:

  • provide the Services;
  • configure and operate the Website;
  • produce agreed content;
  • provide support;
  • maintain records; and
  • comply with law. The Client represents that it has the rights and permissions necessary to grant this licence.

6.4 Limited Access to the Website Build

During the period in which applicable hosting and maintenance fees are paid, the Corporation grants the Client a limited, non-exclusive, non-transferable right to access and use the Website through the Platform for the Client’s business purposes. This right does not transfer ownership of the Website Build and ends when the applicable hosting service ends.

6.5 No Rights in the Other Party’s Property

Neither party acquires ownership of the other party’s property by entering into or performing the Agreement. The Client’s ownership of the Domain, Client Content and Client Media is full and unqualified. The Corporation’s ownership of the Website Build and related Corporation materials is not affected by the Client’s ownership of the Domain, Client Content or Client Media.

7. Website Build Non-Transferability

7.1 Plain Disclosure

The Website Build is hosted on the Corporation’s managed Platform and is not transferred to the Client. The Website Build is not portable, redeployable or capable of being rebuilt pixel-for-pixel outside the applicable Workspace. The Platform does not support transferring a site between Workspaces. This is a technical constraint of the Platform and is not a withholding of property owned by the Client.

7.2 No Rebuild Obligation

The Corporation is not required to provide:

  1. a working copy of the Website Build;

  2. a portable or redeployable copy of the Website Build;

  3. a rebuild of the Website Build;

  4. a pixel-perfect or equivalent reproduction of the Website Build; or

  5. the templates, prompts, configurations, workflows or tooling used to construct or operate the

Website Build. The Client’s rights to receive Client Content, Client Media and Call Records on exit are governed by section 8.

7.3 Hosting Dependency

The Client acknowledges that:

  1. the Website depends on the Corporation’s managed Platform account;

  2. the Corporation maintains the relevant account as part of the hosting service;

  3. the Client does not control the Corporation’s Platform account or Workspace; and

  4. the Website may not remain available if the applicable hosting service ends.

The same disclosure must appear in the applicable Order Form acknowledgment.

8. Website Exit, Export and Retention

8.1 Export of Client Content and Client Media

If the Client wants an export, the Client must make a written request before the Workspace is deactivated. Within 30 days after receiving a timely written request, the Corporation will provide the Client with the Client Content and Client Media in a standard export format reasonably available to the Corporation. Where the Client has made a valid export request before deactivation, the Corporation will not deactivate the Workspace until the earlier of:

  1. delivery of the requested export being complete; or

  2. expiry of the 30-day delivery period described above.

At the time of a valid export request, the Corporation will preserve or capture the requested Client Content and Client Media so that delivery can be completed even if the Workspace is subsequently deactivated. For purposes of this section, delivery is complete when the Corporation makes the export available to the Client (for example by providing a download link or dispatching it), not when the Client receives, accesses or downloads it. The export:

  1. is provided as is;

  2. excludes the Website Build;

  3. excludes templates, prompts, configurations and workflow logic;

  4. does not include the Corporation’s Platform configuration or tooling;

  5. is not warranted to be complete beyond the Client Content and Client Media reasonably held by

the Corporation in the Workspace; and

  1. is not warranted to reproduce, operate or recreate the Website.

The Client must review and verify the export during the notice period and before Workspace deactivation. The export request is a condition of the Corporation’s obligation to provide an export. If the Client does not make the request before Workspace deactivation, the Corporation has no later obligation to provide that export. The Workspace will not remain active indefinitely: the deactivation deferral described above is bounded by the 30-day delivery period.

8.2 Call Records

If the Client wants Call Records, the Client must make a written request before the Workspace is deactivated. Within 30 days after receiving a timely written request, the Corporation will provide the Call Records by such means as are reasonably available, whether by:

  1. a Platform export; or

  2. a manual export prepared in good faith.

Where the Client has made a valid Call Records request before deactivation, the Corporation will not deactivate the Workspace until the earlier of:

  1. delivery of the requested Call Records being complete; or

  2. expiry of the 30-day delivery period described above.

At the time of a valid Call Records request, the Corporation will preserve or capture the requested Call Records so that delivery can be completed even if the Workspace is subsequently deactivated. For purposes of this section, delivery is complete when the Corporation makes the Call Records available to the Client (for example by providing a download link or dispatching them), not when the Client receives, accesses or downloads them. The Corporation’s obligation does not depend on the Platform having an export feature. The export may include call logs, call recordings, call transcripts and related metadata held in the Workspace. The Client acknowledges that Call Records may contain personal information of the Client’s customers and is responsible for handling, securing, retaining and deleting those records in compliance with applicable privacy law. Call Records are provided as is. The Corporation does not warrant that a Call Records export will be complete beyond the records reasonably held in the Workspace or that it will be compatible with a particular software system. The Workspace will not remain active indefinitely: the deactivation deferral described above is bounded by the 30-day delivery period.

8.3 Exit Timeline

Unless the parties agree otherwise in a signed writing, the operational timeline is: 1. Day 0: the Corporation receives written cancellation notice (30 days’ notice); 2. Days 0 to 15: the Corporation provides at least 15 days’ written confirmation before the Provisioned Number ceases to function and reminds the Client that Call Records must be requested before Workspace deactivation; 3. Day 30: Services terminate and the Website is unpublished (takedown); 4. Days 30 to 60: a post-termination grace period applies during which the Corporation commits not to deactivate the Workspace and the Website can be republished, subject to payment, lawful use and third-party Platform availability; 5. Approximately Day 60: the Corporation may deactivate the Workspace; and

  1. after Workspace deactivation, deletion follows the Platform’s documented retention practices, including deletion of content within 30 days of deactivation where that is the documented Platform

retention period. The Client acknowledges that the Platform may document or implement immediate unpublishing or deactivation on cancellation or termination. The grace period and any deactivation deferral required by sections 8.1 and 8.2 are conduct obligations of the Corporation only. They are not guarantees that the third-party Platform will remain available or that the Platform will not independently suspend or deactivate the Workspace. The Corporation will use reasonable efforts to preserve the Workspace during the grace period, subject to the Client’s payment obligations, security requirements, lawful use and the Platform’s own actions.

9. Domain

9.1 Client Control

The Domain is registered by or on behalf of the Client and remains controlled by the Client at all times. The Corporation acquires no ownership interest in the Domain. The Client is responsible for registrar fees, renewal, account security and maintaining accurate registrar information.

9.2 Re-Pointing

The Client may re-point the Domain at any time, independently of the Platform. Re-pointing the Domain does not terminate the Agreement and does not cancel hosting and maintenance. Hosting cancellation still requires 30 days’ written notice, and the hosting fee continues through the applicable notice period. The Corporation is not responsible for interruption caused by the Client’s DNS changes, registrar changes or instructions to a third-party provider.

9.3 Different Structure from the Provisioned Number

The Client holds the Domain directly through a registrar. The Provisioned Number is allocated at Platform level and was never held by the Client. The Domain is therefore re-pointable by the Client, while the Provisioned Number is provisioned for use only while the Client remains a subscriber and is not transferable under section 10.

10. Provisioned Telephone Number

10.1 Platform Allocation

The Provisioned Number is allocated at Platform level when the Receptionist services are set up. It cannot be selected, transferred or ported by either party. The Provisioned Number is not registered in the name of either party. It is provided for the Client’s use while the Client remains a subscriber.

10.2 Structural Constraint

The Provisioned Number is allocated by the underlying telecommunications platform. Neither the Corporation nor the Client holds the number, and neither party can port, transfer or retain it. It is provisioned for use and released when the subscription ends. The Provisioned Number is not the Client’s property. The Client is not the account holder and has no direct contractual relationship with any underlying carrier in respect of the Provisioned Number. The Corporation is describing the provisioning structure and is not promising that it will restrict a port-out, retain a number or exercise rights over a carrier account.

10.3 Client Acknowledgment and Public Use

The Client acknowledges that the Provisioned Number may be published in directories, listings, invoices, marketing materials, vehicles and other public materials. On termination, calls to the Provisioned Number will cease to reach the Client. The Client is responsible for updating its published contact information before termination. The Client has been advised not to rely on the Provisioned Number as its sole permanent public contact number and should maintain a separate number for listings, directory profiles, invoices, permanent signage and other long-term business use. The Client acknowledges the different structures described in section 9.3: the Client holds the Domain directly from a registrar, whereas the Provisioned Number is allocated at Platform level and was never held by the Client.

10.4 Notice Before Cessation

The Corporation will provide written confirmation at least 15 days before the Provisioned Number is expected to cease functioning. That confirmation will:

  1. state the expected date on which the number will stop reaching the Client;

  2. remind the Client to update published contact information; and

  3. remind the Client that Call Records must be requested before Workspace deactivation.

10.5 Transition Efforts

For a period of between 30 and 60 days after cancellation, the Corporation will use reasonable efforts, where technically available, to keep the Provisioned Number live with a greeting redirecting callers to contact information supplied by the Client. This is a reasonable-efforts obligation only. It is not an absolute promise that:

  • the Provisioned Number will remain live;
  • a redirect greeting can be configured on an inactive Workspace;
  • the Platform will support the greeting;
  • all callers will hear the greeting; or
  • any carrier or Platform service will remain available.

10.6 No Reassignment

The Corporation will not knowingly reassign a cancelled Provisioned Number to another Client.

10.7 No Carrier Service

The Corporation is not a telecommunications carrier. Telephony services are provided by third-party carriers and the Platform, subject to their terms. The Corporation does not warrant the availability, quality, continuity or pricing of third-party telephony services.

11. Telephony Usage

11.1 Pass-Through Pricing

Telephony Usage is charged by third-party telecommunications carriers and passed through to the Client at cost, without markup. Telephony Usage may include carrier charges, number-related charges or carrier feature charges applicable to the Client’s service. The Corporation may invoice Telephony Usage separately and will provide supporting detail on request, subject to the Corporation’s ability to obtain that detail from the relevant provider.

11.2 No Invented Unit Rate

The Agreement does not create a per-minute or per-call rate for Telephony Usage. Any carrier charge is determined by the applicable third-party provider and may change independently of the Corporation.

12. Fair Use

12.1 Fair Use Basis

The Services are provided on a fair use basis and within the scope contemplated by the Order Form. Usage that may be considered in assessing fair use includes:

  • call volume;
  • ticket volume;
  • message volume;
  • inbox volume;
  • calendar activity;
  • content requests;
  • integration activity;
  • data-processing requirements; and
  • other materially increased workload.

12.2 Materially Increased Usage

If usage materially exceeds the scope contemplated by the Order Form, the parties will review the scope, deliverables and fees in good faith. Following written notice, the Corporation may:

  1. revise the scope;

  2. revise the fees;

  3. require an amended Order Form;

  4. limit or suspend usage that materially exceeds fair use; or

  5. terminate the affected service on written notice if the parties cannot agree on an appropriate revised scope.

The Corporation will not use this section to avoid performing the agreed scope at the agreed fees.

13. AI Colleagues and Service Delivery

13.1 AI-Assisted Delivery

The Services are performed using AI colleagues operating within the Platform under the Corporation’s configuration, instructions, monitoring and oversight. An AI colleague is not an employee, agent, partner or representative of the Client. No employment, agency, fiduciary, partnership or joint-venture relationship arises between the Client and any AI colleague.

13.2 Human Oversight

The Corporation may configure, monitor and tune the Services. The Client remains responsible for reviewing outputs, approving drafts where applicable and making business decisions. Unless an Order Form expressly states otherwise, the Corporation does not guarantee that every output will be error-free, complete, timely, suitable for a particular decision or appropriate without human review.

13.3 Third-Party Availability

The Corporation does not warrant uninterrupted availability of:

  • the Platform;
  • third-party integrations;
  • telecommunications services;
  • email services;
  • calendars;
  • social media services;
  • messaging services;
  • application programming interfaces; or
  • other third-party systems. Availability depends on third-party providers, account permissions, authentication, API access, provider changes, outages and other matters outside the Corporation’s reasonable control.

13.4 Integration Scope

Integration availability depends on the Client’s plan, account permissions, provider terms, provider API access and technical compatibility. Third-party product names are used for identification only. No third-party provider sponsors, endorses or guarantees the Services unless expressly stated in writing by that provider.

14. Caller Notification and Recording

14.1 Required Notice and Recording Timing

For inbound calls handled through the Receptionist services, the caller must be informed at the beginning of the call that:

  1. the caller is speaking with an AI assistant; and

  2. the call is recorded for quality and accuracy.

The parties acknowledge the technical constraints of the Platform: call recording starts automatically when the call connects and cannot be programmed to begin only after the greeting. The Corporation will configure the AI assistant’s notice to play immediately when the call connects, which is the earliest point supported by the Platform, but the Corporation does not represent or warrant that recording starts only after the notice. The standard English greeting is: “Thanks for calling [Client]. You’re speaking with Rachel, our AI assistant. This call is recorded for quality and accuracy so we can help you properly. How can I help?” The standard French greeting is: « Merci d’appeler [Nom de l’entreprise]. Vous êtes en ligne avec Rachel, notre assistante virtuelle. Cet appel est enregistré aux fins de qualité et d’exactitude afin de bien vous aider. Comment puis-je vous aider? » The applicable greeting must be available in French for French-language callers. The Corporation may use language detection or another reasonable method to select the appropriate greeting. The Corporation will not describe the recording purpose as “training” or “model training.” The stated purpose is quality and accuracy. The Platform documents that customer data does not train an AI model.

14.2 Alternative for Objecting Callers

A meaningful alternative must be available to a caller who objects to recording. After the immediate notice described in section 14.1, the caller must be offered or able to access an alternative if they object to recording (for example, requesting a human contact route where available or ending the call and using an alternative contact method). The Client must identify in the Order Form, or maintain in its current business contact information, at least one practical alternative, such as:

  • a human contact route;
  • a business email address;
  • a callback request handled without recording where available; or
  • another contact method reasonably capable of handling the caller’s request. The alternative must be communicated or made available when a caller objects to recording. The Client must not represent that an alternative exists if it is not operationally available.

14.3 Privacy Purpose

The Client acknowledges that call recordings, transcripts and related information may contain personal information. The collection and use of that information are governed by the Corporation’s Privacy Policy and applicable law. The Client must not instruct the Corporation to use call information for model training where the Platform does not permit or support that use.

15. Privacy and Personal Information

15.1 Privacy Policy

The Corporation’s privacy policy, published at https://solutionsmarval.com/privacy (the “Privacy Policy”), is incorporated into the Agreement by reference. The Privacy Policy is available in both French and English. The French version is equally authoritative. The Corporation may amend the Privacy Policy from time to time by publishing an updated version at the URL above. The then-current published version applies. The Privacy Policy identifies the person in charge of the protection of personal information (Privacy Officer) as published from time to time. If these Terms and the Privacy Policy conflict on a matter of personal information protection, the Privacy Policy prevails.

15.2 Client Responsibilities

The Client is responsible for:

  1. ensuring that its instructions to the Corporation comply with applicable privacy law;

  2. providing required notices to its customers, employees and contacts;

  3. obtaining consents required for the Client’s collection, disclosure or use of personal information;

  4. identifying any restricted, sensitive or regulated information that should not be processed through

the Services;

  1. reviewing AI-generated outputs before relying on them in material decisions; and

  2. responding to privacy requests concerning personal information for which the Client is responsible.

15.3 Processing Instructions

The Corporation may process personal information as reasonably necessary to provide the Services, subject to the Client’s lawful instructions and the Agreement. The Corporation may use service providers, including the Platform and third-party integration providers, to deliver the Services. The Corporation will use reasonable contractual and operational safeguards appropriate to the Services and the sensitivity of the information processed.

15.4 Security Incidents

Each party must promptly notify the other of a confirmed security incident affecting personal information processed under the Agreement, to the extent required by law and reasonably practicable. The parties will cooperate in good faith regarding investigation, containment, notices and legally required mitigation.

16. Client Representations and Responsibilities

The Client represents, warrants and covenants that:

  1. it is acquiring the Services for business purposes and not as a consumer for personal, domestic or

household use;

  1. the person signing the Order Form has authority to bind it;

  2. it has the rights and permissions necessary for the Corporation to use the Client Content and

Client Media as contemplated by the Agreement;

  1. its Client Content and Client Media do not knowingly infringe third-party rights or violate applicable law;

  2. its instructions will not require the Corporation to violate law or third-party terms;

  3. it will maintain accurate account, Domain, contact and payment information;

  4. it will maintain appropriate access controls for its accounts and integrations;

  5. it will not use the Services for unlawful, fraudulent, abusive or harmful activity;

  6. it will not use the Services to send unsolicited commercial communications in violation of applicable law;

  7. it will not attempt to interfere with the Platform or circumvent usage, security or access controls;

and

  1. it will promptly review material outputs and decisions requiring human judgment.

The business-use representation is material to the Agreement, including the fees, refunds, cancellation provisions and allocation of risk. The parties intend the non-refundable fee provisions to operate on a business-to-business basis, subject to applicable law.

17. Intellectual Property

17.1 Client Materials

The Client retains ownership of the Client Content, Client Media and Domain. The Client grants the Corporation the limited license described in section 6.3.

17.2 Corporation Materials

The Corporation retains ownership of the Website Build, Platform configuration, templates, prompts, workflows, configurations, tooling, methods, know-how and pre-existing materials. Except for the limited use rights expressly granted in the Agreement, the Client may not copy, modify, extract, reverse engineer, reproduce, transfer or commercialize those materials.

17.3 Third-Party Materials

Third-party software, integrations, fonts, libraries, services and other materials remain subject to their applicable terms. The Corporation does not transfer ownership of third-party materials that are not owned by the Corporation.

17.4 Moral Rights

To the extent permitted by law, the Client waives and agrees not to assert moral rights in any work product created specifically for the Client and incorporated into the Client Content or Client Media. Nothing in this section limits a moral right that cannot legally be waived.

18. Confidentiality

18.1 Confidential Information

“Confidential Information” means information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes business plans, customer information, pricing, credentials, nonpublic technical information, workflows and personal information.

18.2 Obligations

The receiving party will:

  1. use Confidential Information only to perform or receive the Services;

  2. protect it using reasonable safeguards;

  3. disclose it only to personnel and service providers who need it for the Agreement and are bound

by confidentiality obligations; and

  1. not disclose it to another person except as permitted by the Agreement or required by law.

18.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

  • was already known without a confidentiality obligation;
  • becomes public without breach of the Agreement;
  • is received lawfully from a third party without a confidentiality obligation; or
  • is independently developed without use of the other party’s Confidential Information.

18.4 Required Disclosure

A party may disclose Confidential Information where required by law, court order or regulatory authority, provided that, where legally permitted, it gives advance notice and reasonably cooperates with protective measures.

18.5 Duration

These obligations continue for three years after disclosure. Obligations concerning trade secrets and personal information continue for so long as the information remains protected by law.

19. Warranties and Disclaimers

19.1 Limited Service Standard

The Corporation will perform the Services with reasonable care and diligence consistent with the applicable Order Form. The Client’s exclusive remedy for a material failure to perform a recurring Service is for the Corporation to re-perform or correct the affected Service where reasonably possible.

19.2 No Uninterrupted Service Warranty

Except as expressly stated in the Agreement, the Services are provided on an “as available” basis. The Corporation does not warrant that:

  • the Website or Platform will be continuously available;
  • the Website will be secure against every possible threat;
  • integrations will remain available;
  • outputs will be error-free;
  • AI-generated content will be complete or suitable for every purpose;
  • a particular business, sales, ranking, response-time or financial result will be achieved;
  • the Website Build will operate outside the Platform;
  • the Provisioned Number will remain available; or
  • the Services will satisfy requirements not stated in the Order Form.

19.3 Client Review

The Client is responsible for reviewing content, drafts, calendar entries, call summaries, recommendations and other outputs before relying on them where review is appropriate.

19.4 Mandatory Rights

Nothing in the Agreement excludes or limits a right, warranty or remedy that cannot legally be excluded or limited.

20. Limitation of Liability

20.1 Excluded Damages

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, exemplary or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity or data, arising out of or relating to the Agreement. This exclusion does not apply to amounts payable under the Agreement, misuse of the other party’s Confidential Information, infringement or misappropriation of intellectual property rights, or liability that cannot legally be excluded.

20.2 Liability Cap

To the maximum extent permitted by law, the Corporation’s total aggregate liability arising out of or relating to an Order Form, whether in contract, delict, negligence, statute or otherwise, will not exceed the greater of:

  1. the total fees actually paid by the Client to the Corporation in the three (3) months immediately

preceding the event giving rise to the claim; or

  1. the liability cap floor amount, if any, stated in the applicable Order Form.

This is a single cumulative cap and applies to the aggregate of all claims and causes of action arising out of or relating to the Agreement or the Services, and not on a per-claim basis. For clarity, the cap is calculated solely by reference to fees actually paid in the three (3) months immediately preceding the event giving rise to the claim, subject to any higher floor stated in the Order Form, and does not create, imply or expand any right to a refund of fees that are non-refundable under section 4.5 or otherwise already earned by the Corporation. The liability cap floor, if any, is agreed for each engagement in the Order Form and is not published in public pricing material.

20.3 Statutory Exceptions

The limitations in this section do not apply to liability that cannot be limited under applicable law, including liability for bodily or moral injury caused by intentional or gross fault, or material injury caused by intentional or gross fault, to the extent prohibited by article 1474 of the Civil Code of Québec or another mandatory rule.

20.4 Client Payment Obligations; Indemnity; Non-Limitable Liability

Nothing in this section limits the Client’s obligation to pay fees, taxes, Telephony Usage or other amounts properly due under the Agreement when due. Nothing in this section limits either party’s indemnity obligations under section 21. Nothing in this section limits liability that cannot be limited under applicable law.

21. Indemnity

21.1 Client Indemnity

The Client will defend, indemnify and hold harmless the Corporation and its directors, officers, employees, service providers and representatives from third-party claims, losses, damages, penalties, costs and reasonable legal fees arising from: 1. Client Content or Client Media;

  1. the Client’s breach of the Agreement;

  2. the Client’s unlawful use of the Services;

  3. the Client’s failure to provide required privacy notices or obtain required consents;

  4. the Client’s instructions or representations; or

  5. the Client’s use of the Services in a manner not authorized by the Agreement.

21.2 Procedure

The indemnified party must promptly notify the indemnifying party of a claim, provide reasonable cooperation and permit the indemnifying party to control the defense and settlement. The indemnifying party may not settle a claim in a manner that admits fault by, imposes an obligation on or restricts the rights of the indemnified party without the indemnified party’s prior written consent.

22. Independent Contractor and No Exclusivity

The Corporation is an independent contractor. Nothing in the Agreement creates an employment, agency, fiduciary, partnership or joint-venture relationship between the parties. The Agreement is non-exclusive. The Corporation may provide services to other clients, including clients in similar industries, provided that it complies with its confidentiality obligations.

23. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including:

  • acts of God;
  • natural disasters;
  • war;
  • terrorism;
  • civil disorder;
  • labour disputes;
  • government action;
  • telecommunications failures;
  • internet failures;
  • Platform outages;
  • third-party provider outages;
  • cyberattacks not caused by the affected party’s failure to use reasonable safeguards; or
  • changes to laws, APIs or third-party services. The affected party must provide reasonable notice where practicable and use reasonable efforts to resume performance. Force majeure does not excuse the Client’s obligation to pay amounts already due.

24. Assignment and Subcontracting

The Client may not assign the Agreement without the Corporation’s prior written consent. The Corporation may assign the Agreement to an affiliate, successor or purchaser of substantially all of the business to which the Agreement relates, provided the assignee assumes the Corporation’s obligations. The Corporation may use service providers to perform portions of the Services. The Corporation remains responsible for managing those service providers in accordance with the Agreement.

25. Notices

Notices under the Agreement must be in writing. Notices to the Corporation must be sent to: 9492-6169 Québec inc. Carrying on business as Solutions Marval Saint-Eustache (Québec), Canada Email: m.bran@solutionsmarval.com The Corporation’s full mailing address for contractual notices is the address stated in the applicable Order Form. Notices to the Client must be sent to the physical address and email address stated in the Order Form. A notice is deemed received:

  • on delivery, if delivered personally;
  • on the recorded delivery date, if sent by courier or registered mail; or
  • when transmitted without an error message, if sent by email on a business day before 5:00 p.m. local time for the recipient, and otherwise on the next business day. A party may change its notice information by written notice.

26. Governing Law and Jurisdiction

The Agreement is governed by the laws of Québec and the laws of Canada applicable in Québec, without regard to conflict-of-law rules. The parties attorn to the exclusive jurisdiction of the courts of Montréal, Québec, subject to any mandatory jurisdiction that cannot lawfully be excluded.

27. Dispute Resolution

Before commencing court proceedings, the parties will attempt in good faith to resolve a dispute through a written notice describing the issue and a discussion between authorized representatives. This section does not prevent either party from seeking urgent injunctive or protective relief, preserving limitation periods or pursuing undisputed unpaid amounts.

28. Entire Agreement and Amendments

The Agreement constitutes the entire agreement between the parties concerning its subject matter and replaces prior proposals, discussions and understandings concerning that subject matter. An amendment must be in writing and signed by both parties, except that the Corporation may update operational procedures, security measures and the Privacy Policy where the update does not materially reduce the Client’s rights or increase the Client’s fees without notice.

29. Severability

If any provision of the Agreement is invalid or unenforceable, it will be severed or limited to the minimum extent necessary, and the remaining provisions will continue in effect.

30. Waiver

A waiver is effective only if in writing. A failure or delay to exercise a right is not a waiver of that right.

31. Further Assurances

Each party will sign documents and take reasonable steps necessary to give effect to the Agreement.

32. Counterparts and Electronic Signature

The Agreement may be signed electronically and in counterparts. Each counterpart is deemed an original, and all counterparts together form one instrument.

33. Survival

Sections concerning payment, confidentiality, privacy, ownership, non-transferability, export, Call Records, the Provisioned Number, indemnity, limitation of liability, dispute resolution and any provision that by its nature should survive termination will survive termination.

Annex A: Order Form / Statement of Work

A.1 Parties

Corporation: 9492-6169 Québec inc., a corporation carrying on business as Solutions Marval Corporation mailing address for notices: [Corporation Notices Address] The Corporation’s mailing address for notices is completed in the executed Order Form. Client legal name: [Client Legal Name] Client operating name: [Client Operating Name] Client business address: [Client Address] Client notice email: [Client Notice Email] Client notice address: [Client Notice Address] Authorized Client representative: [Name and Title]

A.2 Order Form Details

Order Form date: [Date] Effective date: [Effective Date] Selected model:

  • Managed Services
  • Managed Services plus add-ons
  • Website Build and Hosting and Maintenance (as described in this Order Form)
  • Other services as described in this Order Form Business description and intended use: [Describe the Client’s business and intended use of the Services.] Selected scope and deliverables: [Describe the applicable Website Build and Hosting and Maintenance (if applicable), Managed Services, add-ons, integrations, content volume, call handling and reporting.]

A.3 Fees

One-Time Fees Website Build fee (if applicable): $[Amount] CAD Setup fee: $[Amount] CAD Other one-time fee: $[Amount] CAD Total one-time fees: $[Amount] CAD One-time fees are non-refundable once the applicable work begins. Recurring Fees Hosting and maintenance (if applicable): $[Amount]/month CAD Managed Services: $[Amount]/month CAD Eva add-on: $[Amount]/month CAD Rachel add-on: $[Amount]/month CAD, plus Telephony Usage passed through at cost Linda add-on: $[Amount]/month CAD Other recurring fee: $[Amount]/month CAD Total recurring fees: $[Amount]/month CAD, before applicable GST and QST Liability cap floor (optional): $[Amount] CAD If no liability cap floor is stated, the cap in section 20.2 is calculated by reference to fees actually paid in the three months preceding the claim. Payment Terms Invoices are due within 15 days after the invoice date unless otherwise stated below. Special payment terms: [Payment Terms] The Corporation’s GST and QST registration numbers appear on invoices only.

A.4 Term and Cancellation

The Agreement is month-to-month for recurring services. Either party may terminate recurring services by giving 30 days’ written notice. Fees are non-refundable once a month has started. Additional engagement-specific term: [If applicable]

A.5 Domain

Domain: [Domain] Registrar: [Registrar] The Client owns and controls the Domain. The Client is responsible for registrar fees, renewals, account security and accurate registrar information. The Client may re-point the Domain at any time. Re-pointing the Domain does not terminate the Agreement or cancel hosting and maintenance. Hosting cancellation still requires 30 days’ written notice.

A.6 Client Content and Client Media

Client Content to be supplied by Client: [Description] Client Media to be supplied by Client: [Description] Corporation-created Client Content or Client Media: [Description] The Client confirms that it has the rights and permissions necessary for the Corporation to use the Client Content and Client Media to provide the Services.

A.7 Alternative Contact for Callers

For callers who object to recording, the Client’s alternative contact method is: Alternative contact method: [Email / telephone / human contact route] Instructions for callers: [Instructions] The Client must keep this information current.

A.8 Fair Use Assumptions

Expected monthly call volume: [Approximate volume] Expected monthly inbox or message volume: [Approximate volume] Expected monthly content volume: [Approximate volume] Other assumptions: [Assumptions] The fair use provisions in section 12 apply.

A.9 Privacy Policy

Privacy Policy URL: [Privacy Policy URL] The Client acknowledges that the Services may involve the collection, use, storage and processing of personal information through the Website, email, calls, Call Records, calendars, integrations and the Platform.

A.10 Platform and Website Acknowledgment

The Client acknowledges that:

  1. the Website is hosted on the Corporation’s managed Platform;

  2. hosting depends on the Corporation’s Platform account remaining active;

  3. the Corporation maintains that account as part of the hosting service;

  4. the Client does not control the Corporation’s Platform account or Workspace;

  5. the Website Build itself is not transferred to the Client;

  6. the Client owns its Domain, Client Content and Client Media;

  7. the Website Build is not portable or redeployable between Workspaces;

  8. the Platform does not support transferring a site between Workspaces; and

  9. the exit, export and unpublishing provisions in sections 7 and 8 apply.

A.11 Provisioned Number Acknowledgment

The Client acknowledges and agrees that:

  1. the telephone number provisioned for the Client’s use is allocated by the hosting Platform while

the Client remains a subscriber;

  1. the Provisioned Number is held by neither party;

  2. the Provisioned Number is not portable and does not transfer to the Client;

  3. on cancellation, calls to the Provisioned Number will not reach the Client after the applicable cessation date;

  4. the Provisioned Number is not the Client’s property;

  5. the Client has been advised not to rely on the Provisioned Number as its sole permanent public

contact number;

  1. the Client should maintain a separate number for listings, directory profiles, invoices, permanent

signage and other long-term business use;

  1. the Client is responsible for updating published contact information before termination; and

  2. the Domain and the Provisioned Number are structurally different: the Client holds the Domain directly from a registrar, whereas the Provisioned Number is allocated at Platform level and was never held by the Client.

A.12 Call Notification Acknowledgment

The Client acknowledges that inbound callers must be informed before recording begins that:

  1. they are speaking with an AI assistant; and

  2. the call is recorded for quality and accuracy.

The Client authorizes the Corporation to use the English and French greetings set out in section 14, subject to applicable law and the Client’s current business information. The Client confirms that the alternative contact method in section A.7 is operationally available for callers who object to recording.

A.13 Client Business-Use Representation

The Client represents and warrants that it is acquiring the Services for business purposes and not as a consumer for personal, domestic or household use. The Client acknowledges that this representation is material to the fees, refund provisions, cancellation provisions and allocation of risk in the Agreement.

A.14 Signatures

By signing below, the parties agree to the Terms and this Order Form. 9492-6169 Québec inc., a corporation carrying on business as Solutions Marval By: ____________________________________ Name: [Authorized Signatory] Title: [Title] Date: __________________________________ [Client Legal Name] By: ____________________________________ Name: [Authorized Signatory] Title: [Title] Date: __________________________________

A.15 Client Initials for Platform and Number Acknowledgment

The Client initials below to confirm that the Client has read and understood sections A.10 and A.11, including that the Website Build is not transferred and that the Provisioned Number is not portable or transferable. Client initials: ______________________ Date: _______________________________