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.
