General Terms of Service

Updated August 20th, 2026

Warning: The following terms of service have been translated automatically from French to English. In case of disparity between this translated version and the original French version, the original French version takes precedence. This English translation is provided for informative purposes only and is not legally binding. Only the original French version, found by accessing the French version of this page, is legally valid and binding between the client and DANSLENUAGE.QUEBEC Inc.

  1. Services. The proposed support contract, annexes, if any, and these general terms and conditions, issued by DANSLENUAGE.QUEBEC Inc. ("DLNQ") constitute the entire agreement (the "Agreement") between the specified entity to which these Terms and Conditions are attached (the "Customer") and DANSLENUAGE.QUEBEC Inc. in relation to the Services, Deliverables and Work Results described in this document (the "Services"). It is understood and agreed that the services provided by DANSLENUAGE.QUEBEC Inc. hereunder may include advice and recommendations, but it will be the responsibility of the client to make all decisions relating to the implementation of such advice and recommendations. DANSLENUAGE.QUEBEC Inc. is entitled, with respect to the Services it provides hereunder, to rely on all decisions and approvals of the Client.
  2. Provision of services other than the service contract offered to the client. If an entity in DANSLENUAGE.QUEBEC Inc. provides services to the client, its parent company or one of its affiliates, the client acknowledges that it has adhered to all regulatory requirements concerning the service, by DANSLENUAGE.QUEBEC Inc., services not related to the support contract in accordance with applicable laws, regulations, and rules worldwide, including requirements for prior audit committee approval.
  3. Payment of invoices. If DANSLENUAGE.QUEBEC Inc. does not receive payment at the beginning of each month for this Support Agreement, ten (10) calendar days following the date of a properly submitted invoice, it reserves the right to charge interest at the rate of 1 9% per annum, calculated at the simple daily rate of 0.052%. Without prejudice to its rights or remedies, DANSLENUAGE.QUEBEC Inc. has the right to temporarily interrupt its services or to terminate them completely until payment of outstanding invoices has been received.
  4. Duration. As stipulated, this contract is for a minimum of 12 months, after which it may be cancelled with 90 days notice by the customer without further penalty. Either party may terminate this Agreement at any time by giving written notice to the other party at least thirty (90) calendar days prior to the effective date of termination, after the minimum term has passed. DANSLENUAGE.QUEBEC Inc. may terminate this Agreement with immediate effect upon written notice to the Customer if DANSLENUAGE.QUEBEC Inc. (a) that a governmental, professional or regulatory agency, or any other entity having the force of law, has enacted or amended any law, regulation, interpretation or decision rendering the performance of any part of the Agreement by DANSLENUAGE.QUEBEC Inc. unlawful or unlawful or conflicting with professional or independence rules; or (b) circumstances have changed (including changes in the ownership of the client or one of its subsidiaries, if any) in such a way as to make it illegal or unlawful for DANSLENUAGE.QUEBEC Inc. to perform part of the agreement or puts it in conflict with professional or independence rules or c) that the customer abuses the contract to his detriment and has previously informed the customer, but that the situation persists. In the event of termination of the agreement, the customer pays DANSLENUAGE.QUEBEC Inc. in accordance with the terms of the agreement for services rendered and expenses incurred up to the date on which such termination takes effect.
  5. Property.
    1. Technology from DANSLENUAGE.QUEBEC Inc. DANSLENUAGE.QUEBEC Inc. or an entity of DANSLENUAGE.QUEBEC Inc. or a subcontractor has created, acquired or owns the rights to and in various concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques (including functions, processes, system and data models), models, generalized elements of the structure, sequence and organization of software, user interfaces and screen designs, general software and consulting tools, utilities and routines, as well as logic, consistency, and operating methods of systems. In relation to the execution of the services referred to herein, DANSLENUAGE.QUEBEC Inc. and its subcontractors may use, provide, modify, create, acquire, or otherwise obtain the rights to and in such goods (collectively, the "DANSLENUAGE.QUEBEC Inc. technology”).
    2. Ownership of DANSLENUAGE.QUEBEC's property. When DANSLENUAGE.QUEBEC Inc. uses any of its assets (including, without limitation, DANSLENUAGE.QUEBEC Inc. or any DANSLENUAGE.QUEBEC Inc. hardware or software. or any entity of DANSLENUAGE.QUEBEC Inc. or any subcontractor) for the purposes of performing the services provided for herein, the property in question remains the property of DANSLENUAGE.QUEBEC Inc. and, except for the license expressly granted under the preceding section, the customer obtains no right in or interest in the property. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that a) DANSLENUAGE.QUEBEC Inc. owns the right, title and interests therein, including, without limitation, all copyrights, patents and intellectual property rights conferred by law in the DANSLENUAGE technology. DANSLENUAGE.QUEBEC Inc., and (b) DANSLENUAGE.QUEBEC Inc. may use, modify, disclose and otherwise exploit DANSLENUAGE's technology. DANSLENUAGE.QUEBEC Inc. (including, without limitation, providing goods and services to other customers). DANSLENUAGE.QUEBEC Inc. does not agree to any condition or provision that could be construed as an exclusion or limitation of its rights (a) to provide consulting or other services of any kind to any person or entity with whom, in its sole discretion, it deems appropriate to do business or (b) to prepare for itself or for third parties materials that compete with those produced as a result of the services provided hereunder, without regard to their similarity to the Deliverables.
    3. Except as otherwise provided in this Paragraph, CLIENT shall be the owner of any computer software created as a part of the Project. Notwithstanding the foregoing, DANSLENUAGE.QUEBEC Inc.  shall retain ownership of (a) all developmental tools and software utilized by DANSLENUAGE.QUEBEC Inc.  while delivering the Services that are not provided to DANSLENUAGE.QUEBEC Inc.  by the CLIENT (b) all developmental tools, ideas, concepts, methods, know-how, or techniques related to programming or processing utilized, developed, or discovered by DANSLENUAGE.QUEBEC Inc.  in the process of providing the Services, and (c) all application software that have been developed for the CLIENT, until such time whereby the CLIENT has paid in full all outstanding invoices issued by DANSLENUAGE.QUEBEC Inc.
  1. Limitation of Warranties. This is a service agreement. DANSLENUAGE.QUEBEC Inc. warrants that it will provide the services in good faith. DANSLENUAGE.QUEBEC Inc. disclaims all other warranties, express or implied, including, without limitation, warranties of merchantability or fitness for any purpose.
  2. Limitation of Damages and Compensation.
    1. The customer agrees that DANSLENUAGE.QUEBEC Inc. or any entity of DANSLENUAGE.QUEBEC Inc. and members of its respective staff, only to the extent that it is determined that this entity of DANSLENUAGE.QUEBEC Inc. and its respective personnel shall have a responsibility, shall not be liable to the Client for any recourse, damage, claim, liability, cost, expense or loss arising out of or relating to the Services provided under this Agreement, for an aggregate amount exceeding the fees paid by the Client to DANSLENUAGE.QUEBEC Inc. except to the extent that has been judicially and definitively established as resulting mainly from bad faith or intentional misconduct on the part of DANSLENUAGE.QUEBEC Inc. or any entity of DANSLENUAGE.QUEBEC Inc. DANSLENUAGE.QUEBEC Inc. or any entity of DANSLENUAGE.QUEBEC Inc. and its respective personnel shall not be liable for any indirect, special, incidental, consequential, punitive or exemplary damages, costs, expenses or losses (including, without limitation, lost profits and lost opportunities). In particular, DANSLENUAGE.QUEBEC Inc. and DANSLENUAGE.QUEBEC entities. DANSLENUAGE.QUEBEC Inc. are not responsible for the decisions made by the customer as a result of the service provided by DANSLENUAGE.QUEBEC Inc. of the services provided herein. The provisions of this paragraph shall apply regardless of the form of the remedy, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise.
    2. The customer indemnifies DANSLENUAGE.QUEBEC Inc. and any entity DANSLENUAGE.QUEBEC Inc. , and their respective personnel, and releases them from and against any and all remedies, damages, claims, liabilities, costs, expenses or losses (including, without limitation, reasonable legal fees and expenses) incurred or payable at any time, arising out of or relating to the services provided hereunder, unless a final court decision concludes that the alleged damage is attributable to the bad faith or wilful misconduct of DANSLENUAGE.QUEBEC Inc. or entities DANSLENUAGE.QUEBEC Inc. This indemnification provision shall apply regardless of the form of the remedy, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise.
    3. In cases where the provisions of this article are all or part definitively established judicially as unavailable, the total liability of DANSLENUAGE.QUEBEC Inc., any entity DANSLENUAGE.QUEBEC Inc. and their respective staff for any claim, liability or expense associated with this engagement shall not exceed an amount proportionate to the relative harm resulting from their conduct in relation to other conduct giving rise to the claim, liability, or expense.
    4. Furthermore, it is agreed that the indemnification described in this agreement expressly excludes any negligence or misconduct on the part of DANSLENUAGE.QUEBEC Inc. or any related entity, as well as their respective personnel. If a court determines that gross negligence or a breach of data security is primarily attributable to DANSLENUAGE.QUEBEC Inc. or a group entity, the maximum liability limit will be raised to the amount specified in DANSLENUAGE.QUEBEC Inc.’s professional liability insurance policy, which specifically covers serious errors and omissions in the delivery of its professional services. This insurance is intended to offer adequate protection to the client in the event of damages arising from such fault. Any claim for compensation resulting from gross fault or a security breach may under no circumstances be limited to the fees paid but will instead be adjusted in accordance with the provisions of this insurance coverage.
  1. Customer Responsibilities.
    1. The customer must collaborate with DANSLENUAGE.QUEBEC Inc. to facilitate the provision of the services referred to herein, including by providing suitable premises and timely access to data and information belonging to it and its personnel. The client is responsible for the interventions of its staff and agents as well as for the accuracy and completeness of all information and data provided to DANSLENUAGE.QUEBEC Inc. to facilitate the provision of the services referred to herein.
    2. Management responsibilities. The client is solely responsible for, among other things: (i) the making of management decisions and the performance of all management functions; (ii) the designation of a competent member of management to oversee the provision of services; (iii) assessment of the adequacy and performance of services; (iv) acceptance of responsibility for the results of the services; and (v) the establishment and maintenance of internal controls, including, but not limited to, monitoring ongoing activities.
  1. Force majeure. DANSLENUAGE.QUEBEC Inc. shall not be liable for delays or non-performance resulting from circumstances or causes beyond its control, including, without limitation, acts or omissions or lack of cooperation on the part of the customer (including, without limitation, entities and persons in its service, or its officers, its directors, employees and other personnel and agents), acts or omissions or lack of cooperation of a third party, fire or other accident, natural disaster, strike or labour dispute, war or other form of violence, or any law, order or obligation on the part of any government agency or authority.
  2. Limitation of Remedies. No remedy, in any form, arising out of or in connection with this Service Agreement may be brought by either party more than one (1) year after the event giving rise to the action arose, except for a claim for non-payment, which may be brought by a party not later than one (1) year after the date of the last payment due to that party under hereof.
  3. Independent contractor. For greater certainty, each party hereto is an independent contractor, and is not and cannot be considered an agent, distributor, representative or business partner of the other party. Neither party shall act or hold itself out, directly or implicitly, as an agent of the other or in any way assume or create any obligation on behalf of the other.
  4. Privacy and Internal Use.
    1. Customer agrees that all services and deliverables provided hereunder are for our customer’s internal use and informational purposes only and are not intended for use by any person or entity other than Customer and should not be. Customer further agrees that such services and deliverables shall not be released, quoted, published or distributed to any person or entity other than Customer, and that no reference to such services or deliverables should be made to any person or entity other than Customer unless explicitly authorized in writing by DANSLENUAGE.QUEBEC Inc.
    2. To the extent that, in relation to this mission, DANSLENUAGE.QUEBEC Inc. comes into possession of personal information (as defined below), proprietary or confidential information of the customer (collectively, the "Confidential Information"), DANSLENUAGE.QUEBEC Inc. will not disclose such confidential information to third parties without the express prior written consent of the client, except (a) to any subcontractor (as that term is defined below) that has agreed to be subject to confidentiality obligations similar to those set out in this section 13, (b) as required by law, regulation or judicial or administrative process, in accordance with applicable professional standards or in connection with proceedings related hereto, or (c) to the extent that such confidential information has (i) become publicly available (including information filed with a government agency and made available to the public) other than as a result of its disclosure by DANSLENUAGE.QUEBEC Inc. in violation hereof; (ii) disclosed by Customer to any third party without substantially being subject to the restrictions set forth herein; (iii) made available to DANSLENUAGE.QUEBEC Inc. in a non-confidential manner by a source other than the customer to which, according to DANSLENUAGE.QUEBEC Inc. , it is not prohibited to communicate this information to DANSLENUAGE.QUEBEC Inc. because of an obligation to the client; (iv) known to DANSLENUAGE.QUEBEC Inc. before the customer communicates them to him, without being subject to an obligation of confidentiality; or (v) developed by DANSLENUAGE.QUEBEC Inc. independently of a communication made to him by the customer.
    3. DANSLENUAGE.QUEBEC Inc. may retain copies of documents and records provided by the client with respect to the Services for the purposes of compliance with professional standards and internal retention policies. All documents and records held by DANSLENUAGE.QUEBEC Inc. following the provision of services (including documents that legally belong to the customer) may be systematically destroyed, in accordance with the policies of DANSLENUAGE.QUEBEC Inc. applicable, if applicable.
    4. DANSLENUAGE.QUEBEC Inc. does not retain any client data other than working documents necessary for the provision of services. Client data, including but not limited to customer databases or internal data, is strictly hosted within the client’s Microsoft environment and never leaves the client’s Microsoft subscription or internal systems. DANSLENUAGE.QUEBEC Inc. does not extract or transfer these data outside the client’s platform.
  5. Survival and interpretation. The agreements and commitments made by the Customer under the Support Agreement to which these Terms are attached, as well as the provisions of Sections 1 to 8, 11, 13, 14, 16 and 17, shall survive the expiration or cancellation of this Agreement.
  6. Cession. Except as set forth below, neither party may assign, transfer or delegate any rights or obligations hereunder (including, without limitation, interests or claims relating to such engagement) without the prior written consent of the other party. DANSLENUAGE.QUEBEC Inc. may, without the consent of the client, assign or subcontract its rights or obligations hereunder to an affiliated entity or an entity that acquires all or a substantial portion of the assets or business of DANSLENUAGE.QUEBEC Inc.
  7. Entire Agreement, Modifications and Notices. These Terms, together with the Support Agreement, including any schedules, constitute the entire agreement between DANSLENUAGE.QUEBEC Inc. and the Client with respect to the subject matter hereof and supersede any representation, agreement or understanding with respect to the subject matter hereof, whether oral or written, and may not be modified except with the written and signed agreement of both parties. In the event of any conflict, ambiguity or inconsistency between these Terms and Conditions and the engagement letter or statement of work to which they are attached, these Terms and Conditions shall apply and prevail. All notices contemplated herein shall be (i) in writing; (ii) transmitted to the representatives of the Parties at the above-mentioned addresses, unless the change of address has been notified by one of the Parties to the other Party; and (iii) effective upon receipt.
  8. Entire Agreement, Governing Law and Severability. These Terms and Conditions and the engagement letter or statement of work to which they are attached, including the Appendices and all matters relating to this engagement (whether in contract, statute, tort – for example, negligence – or otherwise), are governed by the laws of Quebec (without regard to conflicts of law). If a court of competent jurisdiction declares any provision of this Agreement unenforceable, that provision shall not affect the remaining provisions, but shall be deemed modified to the extent necessary to make it enforceable, preserving to the fullest extent possible the intent of the parties to this Agreement.
  9. Solicitation. Each Party recognizes that the personnel of the other Party participating in the engagement are a crucial element in the delivery of its services to its respective clients. DANSLENUAGE.QUEBEC Inc. and the client therefore undertake not to solicit, hire, or otherwise retain the services of a member of the engagement team of the other party, during the duration of the engagement or a period of twelve (12) months following the participation in this engagement of the engagement team member. The parties may waive this provision by entering into a written agreement to that effect. If either party violates this section, the breaching party shall be liable to the aggrieved party for an amount equivalent to fifty percent (50%) of the basic annual remuneration of the staff concerned in their new position.
  10. Protection of Personal Information. The management, retention, and destruction of confidential information will be conducted in compliance with all applicable privacy laws, including PIPEDA or Law 25 where applicable. It is understood that the client must have obtained all necessary consent for the disclosure and processing of personal information entrusted to DANSLENUAGE.QUEBEC Inc.
  11. Electronic communications. Unless otherwise specified in writing, each party consents to the transmission by e-mail and voice mail of documents, correspondence and any other information, confidential or otherwise, related to this Agreement. It is recognized that the parties will use the Internet and that communication over the Internet may involve risks. Each party is responsible for protecting its own systems and interests and, to the extent permitted by law, assumes no liability (in contract, tort or otherwise) to the other party for any loss, damage or omission arising from the use of the internet by either party or its personnel, including the personnel of DANSLENUAGE's entities and subcontractors. DANSLENUAGE.QUEBEC Inc., to access networks, applications, electronic data or other systems of the other Party.
  12. Outsourcing. The agreement binds the customer and DANSLENUAGE.QUEBEC Inc. DANSLENUAGE.QUEBEC Inc. may subcontract any service provided herein to an entity of DANSLENUAGE.QUEBEC Inc. or with Customer's consent, to any other party (collectively, a "Subcontractor"). The customer is in contact with DANSLENUAGE.QUEBEC Inc. solely as an entity contracting for the provision of the Services. Each party is an independent contractor and neither party is or can be considered an agent, distributor, partner, trustee, venturer, co-owner or representative of the other. DANSLENUAGE.QUEBEC Inc. remains responsible to the Client for all Services provided for in this Agreement, including those performed by its subcontractors. Accordingly, to the fullest extent permitted by applicable law, none of the entities of DANSLENUAGE.QUEBEC Inc. (except DANSLENUAGE.QUEBEC Inc. ) assumes no obligation to the customer, and the customer may not bring a claim or bring proceedings against any entity of DANSLENUAGE.QUEBEC Inc. (except DANSLENUAGE.QUEBEC Inc. ) for any reason relating to the agreement (whether breach of contract, tort, statutory duty, or any other reason, including negligence).
  13. Use of customer name. DANSLENUAGE.QUEBEC Inc. may use the client's name and, without disclosing confidential information, refer to the services provided by the client in internal computer systems and in advertising and marketing materials reflecting the client's experience.
  14. Comparative analysis. The customer also agrees that DANSLENUAGE.QUEBEC Inc. may aggregate information provided by the Client hereunder (including, but not limited to, Confidential Information) and use such information and disclose it in the course of its research and advice, including benchmarking services, provided that all such information is de-identified and not linked to the Client.
  15. Canada's anti-spam legislation. In accordance with Canada's anti-spam legislation, the customer consents to DANSLENUAGE.QUEBEC Inc. communicates with the customer and its personnel by electronic messages regarding DANSLENUAGE's services and products. DANSLENUAGE.QUEBEC Inc. and other matters of interest to the Customer after the conclusion of this Agreement. The customer may withdraw consent by contacting DANSLENUAGE.QUEBEC Inc. at sedesabonner@DANSLENUAGE.QUÉBEC.
  16. Recourse by DANSLENUAGE.QUEBEC Inc. to third party service providers. Confidential Information Collected by DANSLENUAGE.QUEBEC Inc. or provided to it in connection with the Services may be used, processed, disclosed and stored only in Canada by DANSLENUAGE.QUEBEC Inc., the entities of DANSLENUAGE.QUEBEC Inc. or its third-party service providers. DANSLENUAGE.QUEBEC Inc. is responsible to the Customer for ensuring that its entities and third-party providers comply with confidentiality obligations consistent with those set out in Section 12 of these Terms and Conditions. Confidential information may be required to be disclosed in accordance with the laws of the jurisdiction in which it is used, processed or stored.