These terms and conditions have been carefully crafted with the aim of providing maximum protection to Allowebs, whilst establishing a basis for a fair and transparent business relationship with the Client. Our aim is to minimise the risk of misunderstandings and conflicts, by ensuring clear communication and a mutual understanding of responsibilities and expectations. Allowebs is committed to operating with integrity and professionalism, ensuring that the Client’s interests are respected and protected throughout our collaboration. By accepting these terms and conditions, the Client joins Allowebs in a partnership based on trust, clarity, and commitment to the joint success of the project.
Modifications to the General Conditions
The Client acknowledges and accepts that Allowebs reserves the right to modify these general conditions at any time, in accordance with the procedures described in this document. The modifications will take effect immediately after their publication by Allowebs, unless otherwise indicated.
Additional Services
Any service not included in the initial invoice will be subject to discussion and, if necessary, additional invoicing.
Details of Additional Services
For the purposes of this contract, an additional service means any service or functionality that is not included in the initial proposal or the main agreement between Allowebs and the Client. Additional Services may include, but are not limited to, the following: development of additional features specific to the website or application, creation of additional content beyond what is agreed, advanced search engine optimization (SEO) services beyond basic optimizations, online advertising campaigns, integration of customer relationship management (CRM) or enterprise resource planning (ERP) systems not initially planned, and customized training for the Client's staff on the use of the website or application. Any request for additional services by the Client will be subject to an evaluation by Allowebs, followed by the submission of a detailed proposal including the objectives, deadlines, and costs associated with this additional service. The Client must approve this proposal in writing before any work on the additional service begins. The costs associated with these additional services will be separate from those established in the main agreement and must be settled according to the terms specified in the approved proposal. This clause aims to ensure total transparency and avoid any misunderstanding between Allowebs and the Client regarding the scope of the services provided and the associated costs, thus facilitating a harmonious and productive collaboration.
Validity of the Offer
The commercial proposals made by Allowebs remain valid for a period of three (3) days from their date of issue.
Access to the General Conditions
The complete general conditions governing the relationship between Allowebs and the Client are permanently available on the official website of Allowebs at www.allowebs.com/policy. The Client is encouraged to regularly consult these general conditions to keep informed of any changes or updates. By accepting this clause, the Client acknowledges having been informed of the location of the general conditions and agrees to comply with them in the context of his collaboration with Allowebs. Any changes to the General Terms and Conditions will be effective immediately upon publication on the Website, unless otherwise specified at the time of publication. Allowebs undertakes to inform the Client of any significant changes by an agreed means of communication, providing the Client with the opportunity to review and accept the changes before they are applied.
Adjustment of Working Hours
As part of the execution of projects entrusted to Allowebs, an initial estimate of the necessary working hours will be provided to the Client. To maintain full transparency and avoid any surprises, it is agreed that a significant increase in working hours is defined as any increase exceeding two (2) hours compared to the initial estimate. In the event that Allowebs identifies the need for a significant increase in hours to successfully complete the project in accordance with the Client's specifications, Allowebs undertakes to immediately inform the Client and provide a detailed justification for this increase. The Client will then have the opportunity to approve or refuse this additional increase in working hours. This approval must be given in writing by the Client before the overtime is incurred. This procedure ensures flexible and adaptive project management, while ensuring that the Client maintains control over the project budget and deadlines.
Confidentiality
Allowebs and the Client undertake to keep confidential all information exchanged during and after the provision of the services. This obligation continues beyond the termination or expiration of the contract.
Limitation of Liability
Allowebs' liability towards the Client is expressly limited to direct and proven damages caused by a proven failure of the services provided by Allowebs, and shall in no event include indirect, consequential, special, punitive or exemplary damages, including but not limited to loss of income, loss of anticipated profits, loss of business opportunities, loss of data or other intangible losses resulting from the use or inability to use the services provided. This limitation applies regardless of the theory of liability asserted, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or otherwise, even if Allowebs has been advised of the possibility of such damages. By accepting this clause, the Customer acknowledges that this limitation of liability is a key element of the agreement between Allowebs and the Customer, reflecting an equitable sharing of risks.
Intellectual Property
As part of the services provided by Allowebs, all intellectual property (IP) created specifically for the Client, including source codes, graphic designs, written content, audits, specific improvements and project documentation, will become the exclusive property of the Client upon completion of the service and full payment, with all associated copyright, trademarks, patents and other intellectual property rights transferred to the Client, in accordance with the terms of this clause. Notwithstanding the transfer of ownership, Allowebs reserves the right to insert a discrete tag or mention of achievement, such as Made by Allowebs.com or any other appropriate similar tag, in the delivered project. This tag will serve as an acknowledgement of Allowebs' contribution to the development of the project and may take the form of a credit in the footer of the website, in the source code, or in any other location so as not to compromise the aesthetics or functionality of the project. Allowebs also retains full ownership and rights to pre-existing, standard or generic resources used in the realization of the project. A non-exclusive, perpetual and worldwide license is granted to the Client for the use of these pre-existing resources exclusively in the context of the exploitation of the delivered project. This clause ensures the appropriate recognition of Allowebs' work, while guaranteeing that the Client obtains full ownership of the customized solutions developed for its needs and while protecting Allowebs' rights and pre-existing intellectual resources. The parties undertake to respect each other's intellectual property rights and to prevent any violation of these rights.
Warranty
Allowebs undertakes to provide a warranty on the services explicitly offered to the Client and detailed in an official invoice, for which payment has been made in full by the Client. This warranty is valid for a period of three (3) months following the final delivery of the project and covers the correction, at no additional cost to the Client, of any operating fault or anomaly directly attributable to the provision of services by Allowebs. Included in this warranty are bugs and malfunctions not resulting from misuse, unauthorized modification, or external factors by the Client. It is specifically stipulated that this warranty does not cover problems or defects resulting from: Modifications to the code, content, or any part of the project made by the Client or by third parties not authorized by Allowebs. Normal wear and tear, misuse, negligence, or improper handling of the project delivered by the Client or third parties. Incompatibilities or problems arising from the updating of third-party technologies or components not managed or recommended by Allowebs. The warranty offered by Allowebs aims to ensure the proper functioning of the services provided, in accordance with the agreed specifications and industry best practices. Any service or intervention requested outside the framework of this warranty will be subject to an assessment and, where applicable, a proposal for an additional billable service. The implementation of such interventions will require the prior written agreement of the Client, in accordance with the general terms and conditions of Allowebs.
Dispute Resolution
In the event of a dispute arising from this contract, the parties will endeavour to reach an amicable agreement. Failing this, the parties will
Price Revision
The conditions under which prices may be revised, for example based on market fluctuations or raw material costs, will be communicated to the Client. Any significant price changes during the project period will be discussed in advance with the Client.
Delivery Times
Allowebs undertakes to make every effort to meet the delivery times for web projects as agreed in this contract. In the event of a foreseeable delay, Allowebs undertakes to inform the Client as soon as possible. The Client may not refuse to accept the work on the basis of delays if these have been communicated and accepted by the Client. Any persistent non-compliance after corrections justifies a possible reconsideration of the acceptance of the work.
Maintenance and Support
At the end of the warranty period, Allowebs will offer paid support and maintenance options. The rates will be defined according to the complexity of the website or application. Any modification or functional addition requested by the Client, which goes beyond the correction of defects covered by the warranty, will be subject to a separate assessment and invoicing.
Modification of the Project Scope
Allowebs recognizes that the Client's needs and objectives may evolve during the development of the project. Consequently, any request for modification of the initially agreed scope must be made in writing by the Client, including a detailed description of the desired changes. Allowebs will assess the impact of these modifications on the costs and schedule of the project and will submit a revised proposal for approval before any implementation. Approved modifications will be the subject of an amendment to the initial contract and may result in a revision of the financial conditions and delivery times.
Cancellation of the Project
In the event of a unilateral decision to cancel the project by the Client or Allowebs, the party initiating the cancellation must inform the other party in writing. Cancellation fees will apply to cover the work already completed and the costs incurred up to the date of cancellation. The amount of the fees will be calculated based on the percentage of the project completed and the fixed non-recoverable costs. The Client will be required to pay these fees within thirty (30) days from the cancellation notification.
Subcontracting
Allowebs recognizes the importance of maintaining high standards of quality and confidentiality in all aspects of its projects. To this end, Allowebs reserves the right to subcontract certain parts of the project to qualified third parties, selected for their expertise and their ability to meet Allowebs' strict requirements. Each subcontractor engaged by Allowebs will be held to the same standards of quality, confidentiality, and compliance with deadlines as those applied directly by Allowebs, thus ensuring continuity in the excellence of the service provided. Before engaging any subcontractor, Allowebs undertakes to submit to the Client for approval a list of potential subcontractors, including a description of their role in the project and the justifications for their selection. The Client will have the right to review and approve each proposed subcontractor, ensuring a collaboration based on trust and mutual consent. This approach aims to ensure full transparency between Allowebs and the Client regarding the use of subcontractors and the maintenance of the agreed high quality standards. By accepting this clause, the Client acknowledges its right of veto over the choice of subcontractors and undertakes to exercise this right in a reasonable manner, only refusing approval on objective grounds related to the qualification, reputation or ability of the subcontractor to meet the required standards. Allowebs guarantees effective coordination of all subcontractors involved, ensuring the success of the project in full compliance with the terms of the contract.
Force Majeure
Neither Allowebs nor the Client shall be liable for any delay, failure or damage due to events beyond their reasonable control, such as natural disasters, acts of war, strikes, epidemics, or governmental restrictions. In the event of the occurrence of such an event, the affected party shall immediately notify the other party and both parties shall endeavour to find a solution to minimise the impacts. Contractual obligations shall be suspended for the duration of the force majeure event.
Personal Data Protection
In accordance with applicable data protection laws, such as GDPR, CCPA, LGPD, PIPEDA, GDPR, RSPPSPDI, POPIA and APP. Allowebs undertakes to implement all necessary technical and organisational measures to protect personal data processed in the context of the project against any unauthorised access, modification, disclosure or destruction. The Customer remains the owner of his data and has the right to access, rectify or request the deletion of his personal data at any time.
Jurisdiction and Applicable Law
This contract, as well as all services provided by Allowebs, will be governed by and interpreted in accordance with the laws of the Province of Quebec, Canada. Any dispute, claim, or controversy arising out of or in connection with this contract, including those concerning its existence, validity, interpretation, performance, violation or resolution, will be subject to the exclusive jurisdiction of the courts located in the Province of Quebec, Canada. This clause respects and does not intend to limit the application of consumer protection laws that could offer the Customer additional rights or prevail over certain provisions of this contract, in accordance with the local jurisdictions applicable to the Customer. In addition, this provision does not restrict the right of Allowebs to seek an injunction or any other equitable relief in the competent jurisdictions in the event of infringement of intellectual property or for the protection of other legitimate rights.
Technological Evolution
In the context of the Client's subscription to the paid maintenance and support options offered by Allowebs, this Technological Evolution clause stipulates that Allowebs undertakes to ensure continuous technological monitoring, in order to identify technological developments likely to improve the performance, security or functionality of the project. When such an evolution is identified, Allowebs will prepare and present to the Client a specific integration plan as part of the maintenance and support contract. This plan will include a detailed estimate of the impacts on the system, the associated costs and the expected benefits. The implementation of any technological evolution is subject to the explicit approval of the Client, in accordance with the terms and conditions of the maintenance and support contract. The costs associated with the integration of these developments will be covered under the maintenance and support contract, subject to the approval of the integration plan by the Client. If the Customer chooses not to subscribe to paid maintenance and support options, or to refuse the integration of a proposed technological development, he acknowledges and accepts that Allowebs will not be held responsible for any functional limitations or security risks that may result compared to current technological standards.
Price Adjustment Based on the Consumer Price Index (CPI)
Aware of the importance of maintaining fair pricing while ensuring the continuity and quality of its services, Allowebs reserves the right to readjust its hourly rates and the cost of the services offered in response to the annual evolution of the Consumer Price Index (CPI), as published by the national statistical authority. This adjustment mechanism aims to align prices with changes in the cost of living and operational costs induced by inflation. The price adjustment will be calculated based on the average annual variation of the CPI, where the average annual index of the current year will be compared to that of the previous year. Allowebs undertakes to notify the Client of any proposed adjustment at least sixty (60) days before its application, detailing the calculation made and the expected adjustment percentage. If the Client does not agree on the adjustment, both parties will enter into negotiations to reach a mutual agreement. In the absence of an agreement within thirty (30) days of notification, the Client may terminate the contract without penalty, provided that it notifies Allowebs in writing thirty (30) days in advance. This clause ensures transparent and fair management of price adjustments, balancing economic necessities with Client satisfaction. (CPI February 2024 was 2.8%)
Platform Fees
The Client acknowledges and accepts that any use of third-party platforms, software, or online services (hereinafter collectively referred to as Platforms) within the framework of the project or the services provided by Allowebs, may generate additional subscription, license or usage fees. The Client is solely responsible for the direct payment of these fees to the relevant Platform providers. Allowebs shall not be liable for any costs associated with the acquisition, subscription, licensing, or use of such Platforms, unless expressly agreed in a separate agreement. If Allowebs suggests or recommends the use of certain Platforms, this recommendation is made in good faith and Allowebs shall not be liable for the performance of the Platform or for any fees related thereto.
Business Automation Services
The business automation services offered by Allowebs aim to optimize the Client's operational processes by implementing advanced technological solutions. By accepting this clause, the Client acknowledges that the objective of the automation services is to increase efficiency, reduce operational costs and improve the quality of the services or products offered. The automation process may include, but is not limited to, the implementation of customer relationship management (CRM) systems, enterprise resource planning (ERP) systems, as well as the integration of various industry-specific software tools. Allowebs is committed to working closely with the Client to identify specific needs, develop a tailored automation strategy, and implement the chosen solutions. All costs associated with business automation, including but not limited to software purchase, customization, employee training, and technical support, will be clearly defined in a detailed proposal and submitted to the Client for approval prior to any implementation. This clause ensures a clear definition of the automation services, as well as transparent terms to avoid any misunderstanding between Allowebs and the Client.
Artificial Intelligence Service
Allowebs’ artificial intelligence (AI) services include the design, development, and integration of AI-based solutions to improve the Client’s operations, provide data-driven insights, and create new growth opportunities. This clause stipulates that Allowebs will provide its expertise to develop customized AI applications, such as machine learning, natural language processing, and recommendation systems, tailored to the Client’s specific objectives. The development process will include preliminary needs analysis, data modeling, AI algorithm programming, testing, and integration of AI solutions into the Client’s existing environment. The Client will be kept informed at every stage of the project and will actively participate in defining objectives and validating results. Costs related to the provision of AI services, including research, development, potential purchase of third-party data or technologies, and post-deployment support, will be detailed in a specific quote and will require the written agreement of the Client before any action is taken. This clause ensures a clear definition of the AI services and transparent terms to avoid any misunderstanding between Allowebs and the Client.
Website Development Service
The website development service offered by Allowebs encompasses the design, development, deployment and maintenance of a website or a custom web application for the Client. Under this clause, Allowebs undertakes to provide a complete web solution, meeting the detailed specifications provided by the Client, including but not limited to site architecture, graphic design, front-end and back-end programming, integration of content management systems (CMS), and search engine optimization (SEO). The development process will include planning, design, development, testing, launch, and post-launch maintenance phases. The Client will have the opportunity to review and approve the various stages of the project to ensure that the final product meets their expectations. All costs associated with the development of the website, including initial design and development costs, as well as annual maintenance and technical support fees, will be set out in an initial proposal and will require the Client’s written approval before work begins. This clause ensures that the website developed by Allowebs will be performant, secure, and aligned with the Client’s business objectives, while specifying the payment structure and expectations for reviews and approvals. This version ensures a clear definition of the website development services and transparent terms to avoid any misunderstandings between Allowebs and the Client.
Payment Terms Clause
Payment terms will be agreed between Allowebs and the Client before work begins and will be set out in a separate proposal or contract. Payment options may include an initial payment upon signing of the contract, followed by instalments throughout the project, or any other suitable payment structure depending on the Client’s needs and the requirements of the project. Specific details of payment terms, including percentages and payment schedules, will be clearly defined in the contract document and will require written approval from both parties. This clause ensures flexibility in payment arrangements to meet the individual needs of each client and to maintain a transparent and fair business relationship between Allowebs and the Client.Contractual Submission Clause
The submission submitted by Allowebs to the Client constitutes a contractual offer. By accepting this submission, the Client acknowledges and accepts the terms and conditions set out therein, and the contract between the two parties then becomes fully active. Any exchange of electronic correspondence, electronic signatures or verbal confirmation may also be considered as an acceptance of the submission and will result in the activation of the contract. This clause ensures that the terms and conditions proposed in the submission are legally binding as soon as they are accepted by the Client, thus ensuring efficient and timely execution of the agreed services.
Purpose of the Conditions and Clauses
These conditions and clauses have been carefully drafted with the aim of offering maximum protection to Allowebs, while establishing a basis for a fair and transparent business relationship with the Client. Our aim is to minimise the risks of misunderstandings and conflicts, by ensuring clear communication and mutual understanding of responsibilities and expectations. Allowebs is committed to operating with integrity and professionalism, ensuring that the Client's interests are respected and protected throughout our collaboration. By accepting these conditions and clauses, the Client joins Allowebs in a partnership based on trust, clarity, and commitment to the common success of the project.
