Terms of use

Acceptance of Conditions

By accessing and using the services of NuaWeb (hereinafter "we", "us", "the Company"), you agree to be bound by these Terms of Use (the "Terms"). If you do not agree to these Terms, you should not use our services.

Legal capacity

You represent that you have the legal capacity to contract and be bound by these Terms. If you represent a company, you warrant that you have the necessary authority to bind this entity.

Definitions

Services

The Services include all services offered by NuaWeb, in particular:

• Development of artificial intelligence solutions
• Creation of web and mobile applications
• Business management systems (CRM, ERP)
• Intelligent e-commerce platforms
• Consulting and training services
• Hosting and maintenance
• Technical support

Customer/User

Any individual or legal entity using our Services or accessing our platform.

Contents

Any information, data, text, software, code, graphics or other material accessible via our Services.

Platform

All websites, applications and interfaces developed and operated by NuaWeb.

Description of Services

Artificial intelligence services

• Custom development: AI solutions tailored to specific needs
• Conversational chatbots: Intelligent virtual assistants
• Predictive analytics: Machine learning models
• Automation: optimized business processes
• Computer vision: image recognition and processing

Web and mobile development

• Responsive websites: Optimized for all devices
• Mobile applications: iOS and Android native or hybrid
• E-commerce platforms: complete online sales solutions
• Management systems: CRM, customized ERP

Consulting services

• Technology audit: Assessment of existing infrastructure
• Digital strategy: Digital transformation planning
• Training: Supporting teams
• Ongoing support: Maintenance and upgrades

Obligations of the Parties

NuaWeb's obligations

• Provide the Services in accordance with the agreed specifications
• Meet contractual delivery deadlines
• Ensuring data security and confidentiality
• Provide appropriate technical support
• Maintain the availability of hosted services
• Comply with applicable laws and regulations

Customer obligations

• Accurate information: Provide complete and truthful information
• Cooperation: Active participation in the development process
• Necessary access: Provide access to required systems and data
• Payment: Meeting payment deadlines
• Intended use: Use the Services for their intended purpose
• Security: Protecting access credentials

Prohibited uses

The following uses are expressly prohibited:

• Illegal or fraudulent activities
• Infringement of intellectual property rights
• Unauthorized collection of personal data
• Creation of defamatory or discriminatory content
• Hacking or intrusion attempts
• Intentional system overload
• Unauthorized resale of Services

Terms of payment

Pricing

Our Services are priced according to the complexity of the project, the technologies used and the estimated duration. All prices are in Canadian dollars (CAD) and include applicable taxes unless otherwise stated.

Terms of payment

• Accepted methods: Bank transfer, certified cheque, credit card
• Currency: Canadian dollar (CAD)
• Taxes : GST (5%) and QST (9.975%) applicable
• Invoicing: Electronic with acknowledgement of receipt

Late payments

In the event of late payment, interest of 1.5% per month (18% annually) may be charged. After 30 days' delay, we reserve the right to suspend Services until full payment has been received.

Intellectual Property

Ownership of NuaWeb

NuaWeb retains all intellectual property rights to :

• Our development methodologies and processes
• Proprietary frameworks and tools
• AI algorithms developed in-house
• Generic technical documentation
• Reusable components

Customer property

The Customer acquires ownership rights to :

• The source code specifically developed for his project
• Databases and content created
• Custom configurations
• Dedicated project documentation

Licenses and rights of use

• Open source code: Respects the licenses of the libraries used
• Proprietary solutions: non-exclusive license
• Modification rights: Granted for custom developments
• Redistribution rights: According to specific agreement

Protection of rights

Both parties agree to respect and protect intellectual property rights. Any infringement will be prosecuted in accordance with Canadian copyright and industrial property laws.

Limitation of liability

Warranties

NuaWeb guarantees that its Services will be provided with due professional care and in accordance with industry standards. We offer a 90-day warranty on design or programming defects.

Limitations

To the extent permitted by Quebec law, our liability is limited as follows:

1. Maximum amount: Our total liability shall not exceed the amount paid by the Customer for the Services concerned.
2. Excluded damages: We are not liable for indirect, consequential, incidental or punitive damages.
3. Loss of data : The customer is responsible for backing up his or her data.
4. Business interruption: We do not guarantee that the Services will not be interrupted.

Force majeure

We are not responsible for delays or failures due to circumstances beyond our control, including :

• Natural disasters
• Government acts
• Internet infrastructure failures
• Social conflicts
• Large-scale cyber attacks

Obligation to mitigate

The Customer undertakes to mitigate its damages by taking all reasonable measures and by promptly notifying us of any problems identified.

Privacy and Data Protection

Commitment to confidentiality

NuaWeb undertakes to maintain the confidentiality of all sensitive Customer information, including :

• Business and financial data
• Technical and strategic information
• End-user personal data
• Source codes and proprietary algorithms

Protective measures

• Encryption: AES-256 for data at rest and in transit
• Controlled access: Principle of least privilege
• Trained personnel: Safety awareness
• Regular audits: Periodic safety assessments
• Secure backup: geographically distributed encrypted copies

Regulatory compliance

Our practices respect :

• Quebec's Bill 25 on the protection of personal information
• PIPEDA (Canadian federal law)
• RGPD for European customers
• ISO 27001 standards

Term and Termination

Contract duration

• One-off projects: Duration determined by specifications
• Recurring services : 1-year tacitly renewable contracts
• Support and maintenance: Monthly or annual commitments
• Hosting: Monthly billing, minimum 6-month commitment

Termination for convenience

Recurring service contracts may be terminated by either party with written notice of :

• 30 days for monthly contracts
• 90 days for annual contracts

Termination for default

In the event of serious breach of contractual obligations, the aggrieved party may terminate the contract after 15 days' notice has remained without effect.

Serious breaches include :

• Non-payment after formal notice
• Infringement of intellectual property rights
• Use of the Services for illegal purposes
• Serious breach of confidentiality

Effects of termination

• Handover: Handover of completed work and customer data
• Payment: Payment of sums due until termination
• Access: Immediate suspension of system access
• Confidentiality: secrecy obligations maintained

Dispute Resolution

Applicable law

These Terms are governed by the laws of the province of Quebec and the federal laws of Canada applicable therein. Any interpretation will be in accordance with Quebec law.

Jurisdiction

The courts of Montreal, Quebec shall have exclusive jurisdiction over any dispute arising out of these Terms or the use of our Services.

Amicable resolution

Prior to any recourse to the courts, the parties undertake to attempt an amicable resolution by :

1. Direct negotiation: Discussion between designated managers (30 days)
2. Mediation: Intervention by a mediator accepted by both parties (60 days)
3. Arbitration: Arbitration proceedings under the rules of the Arbitration Institute of Quebec

Prescription

Any legal action relating to our Services must be brought within a maximum period of 2 years from the discovery of the cause of action.

Divisibility

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

Modifications to the Conditions

Modification rights

NuaWeb reserves the right to modify these Terms at any time to reflect :

• The evolution of our Services
• Legislative or regulatory changes
• Industry best practices
• Customer feedback

Notification of changes

Important changes will be notified to you by :

• E-mail: To registered address (30 days before effective date)
• Website : Publication on nuaweb.com
• Dashboard: Notification in the customer interface

Acceptance of modifications

Your continued use of our Services following notification constitutes your acceptance of the changes. If you do not accept the new conditions, you may terminate your contract in the manner provided.

Archived versions

Previous versions of these Conditions are archived and available on request for reference or in the event of a dispute.

General Provisions

Entire agreement

These Conditions, together with any specific agreements signed, constitute the entire agreement between the parties and supersede all prior agreements relating to the same subject matter.

No waiver

A party's failure to exercise a right does not constitute a waiver of that right for the future.

Transfer

These Conditions may not be assigned by the Customer without our prior written consent. We may assign our rights and obligations as part of a corporate restructuring.

Notifications

All official notifications must be made in writing to :

• For NuaWeb: legal@nuaweb.com
• For the customer : Address provided at registration

Language

These Conditions are written in French. In the event of translation, the French version shall prevail. In accordance with Quebec's Charter of the French Language, French is the reference language for all contractual documents.