Terms & Conditions

  • The Intellectual Property disclosure will inform users that the contents, logo and other visual media you created is your property and is protected by copyright laws.
  • A Termination clause will inform that users’ accounts on your website and mobile app or users’ access to your website and mobile (if users can’t have an account with you) can be terminated in case of abuses or at your sole discretion.
  • A Governing Law will inform users which laws govern the agreement. This should the country in which your company is headquartered or the country from which you operate your web site and mobile app.
  • A Links To Other Web Sites clause will inform users that you are not responsible for any third party web sites that you link to. This kind of clause will generally inform users that they are responsible for reading and agreeing (or disagreeing) with the Terms and Conditions or Privacy Policies of these third parties.
  • If your website or mobile apps allows users to create content and make that content public to other users, a Content section will inform users that they own the rights to the content they have created.
    The “Content” clause usually mentions that users must give you (the website or mobile app developer) a license so that you can share this content on your website/mobile app and to make it available to other users.
    Because the content created by users is public to other users, a DMCA notice clause (or Copyright Infringement ) section is helpful to inform users and copyright authors that, if any content is found to be a copyright infringement, you will respond to any DMCA take down notices received and you will take down the content.
  • A Limit What Users Can Do clause can inform users that by agreeing to use your service, they’re also agreeing to not do certain things. This can be part of a very long and thorough list in your Terms and Conditions agreements so as to encompass the most amount of negative uses.
Source: https://termsfeed.com/blog/sample-terms-and-conditions-template

TERMS AND CONDITIONS OF SERVICE 1. Definitions and precedence of documents: "Vesta" means Vesta 360 Inc. "Client" means any person, firm, entity, enterprise or company acquiring goods and / or services (hereinafter collectively "Services") sold to the Client by Vesta, including agents, contractors and distributors of Vesta. "Service offer" means any order, purchase order or service offer issued by Vesta to the Customer for the supply of goods and / or services. Any provision of a Confirmation of Service Offer or other document issued by the Client which is contrary to these terms and conditions of service ("Terms and Conditions") is not accepted by Vesta, except when the latter consents thereto expressly and specifically by means of a document written and signed by an authorized representative of Vesta. These Terms and Conditions apply to, and form an integral part of, all Service Offers and supersede all other prior agreements between the parties with respect to the subject matter of the Service Offer. These Terms and Conditions as well as the Service Offer cannot be modified and no change will take effect unless it has been signed by an authorized representative of Vesta. In the event of conflict or discrepancy, the documents of the Service Offer will take precedence in the following order: the Service Offer, these Terms and Conditions and any other documentation that Vesta has annexed or incorporated by reference into the Offer of services. All references to days are calendar days. The Service Offer will be presumed to have been accepted by the Client from the earliest of the following: (a) receipt by Vesta of the written acknowledgment of receipt, or any other acceptance by telephone or any other means of telecommunication; or (b) the performance of the work covered by the Offer of Services. In all cases, the performance of the work will constitute the unconditional acceptance by the Client of the Terms and Conditions and the Offer of Services. 2. Costs: The Client agrees to pay for the Services the fees stipulated in each Service Offer (the “Fees”) and to reimburse Vesta for the reasonable expenses incurred by Vesta in connection with the provision of the Services, including costs travel and subsistence expenses (the “Expenses”). In addition, the Customer will pay any applicable tax and any value added tax or similar tax imposed by law and for which Vesta is liable in respect of the Fees and Expenses (the “Taxes”), except for tax on Vesta's income. (The Fees, Expenses and Taxes are hereafter sometimes collectively referred to as the “Fees”). Unless otherwise stated in a Service Offer, Fees will be invoiced monthly and will be payable within thirty (30) days of the date of the invoice, without withholding, deduction or compensatory transaction of any amount and for whatever reason. The invoiced amounts will be subject to a late payment supplement corresponding to the lesser of 1.5% per month or the maximum rate provided for by law, calculated from the date of the invoice if the latter remains unpaid for more than thirty (30) days following its date of issue. 3. Estimate of services: Vesta may, at the Customer's request, include in the Service Offer an estimate of the Fees relating to the Services. However, while Vesta will use its best efforts to produce as accurate an estimate as possible, actual Fees cannot be guaranteed and may vary. 4. Customer's Obligations: In addition to all of its other obligations hereunder, the Customer shall: a) at all times during the provision of the Services, make all commercially reasonable efforts to ensure the prompt and efficient collaboration of any its staff, provide timely access to any documents, information and records that may reasonably be required by Vesta for the purpose of providing the Services and provide the necessary facilities to enable Vesta to fulfill its obligations hereunder in an effective way; and b) in connection with the provision of the Services by Vesta, make all commercially reasonable efforts to perform the tasks and assume the responsibilities of the Client under the terms of the Service Offer (collectively, the "Client Responsibilities"). Notwithstanding the provisions of paragraph 2 hereof, the Client also declares that he understands that in the event that the work schedule should be postponed or delayed for reasons attributable to the Client, Vesta will be entitled to charge additional costs, it being understood, however, that Vesta will use all commercially reasonable means to mitigate the financial impact of any delay or suspension. 5. Confidentiality: Under these Terms and Conditions or any Offer of Services, either party (the "Disclosing Party") may have access to confidential information of the other party (the “Receiving Party”), including their monetary terms and conditions (“Confidential Information”). The Receiving Party undertakes, and vouches for the commitment of its staff: (i) to keep and treat confidentially the Confidential Information disclosed under these Terms and Conditions or any Service Offer; and (ii) to use the Confidential Information only for the purpose of fulfilling the obligations of the Receiving Party hereunder. However, the receiving Party recognizes that, for the purposes hereof, are excluded from the notion of Confidential Information of the disclosing Party all data, documentation or other information: (a) which already belongs to the public domain other than to the following disclosure by the Receiving Party in contravention of these Terms and Conditions; (b) which were known to the receiving Party prior to their receipt from the disclosing Party; (c) which originate, on a non-confidential basis, from a source other than the disclosing Party, if that source or the source of that source does not violate any obligation of confidentiality to the disclosing Party; (d) in respect of which the Receiving Party is able to demonstrate that they have been prepared by the Receiving Party independently and without using Confidential Information produced by the Disclosing Party or (e) which is to be disclosed in under applicable laws or regulations or by order of a court, provided that the receiving Party gives reasonable notice to the disclosing Party that it intends to disclose such information in order to enable the disclosing Party to obtain an order of protection or compliance with the terms hereof, to take another appropriate remedy or to waive compliance with the terms hereof. In the event that it is not possible for it to obtain such a protection order or the exercise of another remedy, or if the disclosing Party waives compliance with the terms hereof, the receiving Party will only report the portion of the Confidential Information that it is legally required to provide and will use its best efforts to ensure that the Confidential Information will be treated on a confidential basis. 6. Intellectual property: The Client acknowledges that unless expressly stipulated to the contrary in a Service Offer, Vesta will retain all rights, title and interest, including all intellectual property rights, in the deliverables and other materials, texts, drawings, specifications, reports, notes, documentation, software and any other element developed by Vesta during its provision of Services to the Customer under a Service Offer. 7. Non-solicitation and non-hiring: The Client acknowledges and accepts that during the duration of each Service Offer and for a period of twelve (12) months following the termination or expiration of said Service Offer, the Client will not may, without obtaining the prior written consent of Vesta, individually or in partnership or jointly with any person, solicit, attempt to solicit or otherwise hire, recruit, employ, retain or contract any employee, subcontractor or advisor of Vesta who would have participated in or been involved in the performance of the Services rendered under the said Service Offer. In the event that the Client should violate this commitment, the Client shall immediately pay Vesta an amount equivalent to the total remuneration payable to such employee, or the income generated by the fees for the services rendered by such subcontractor or advisor during the twelve (12) month period immediately preceding the time of said default. The parties recognize and agree: (i) that all amounts paid under this paragraph do not constitute a penalty, but a reasonable advance estimate of the damages that Vesta would suffer; and (ii) that the payment of said sums will not have the effect of restricting all other remedies available to Vesta under applicable laws including, in particular, the remedy of injunction. 8. Guarantee: Vesta makes and will not assume any guarantee of any kind, express, implied or statutory, in particular any guarantee and condition of market value and of proper functioning for a particular use, as well as any guarantee to the Indeed, the deliverables will be free of any error or virus and can be used uninterrupted. 9. LIMITED LIABILITY: CUSTOMER UNDERSTANDS THAT VESTA'S TOTAL CUMULATIVE LIABILITY (INCLUDING THAT OF ITS AUTHORIZED REPRESENTATIVES RENDERING THE SERVICES) FOR ANY DAMAGES, EXPENSES, COSTS OR LOSSES (COLLECTIVELY CALLED THE "DAMAGES" AS HEREUNDER). CONDITIONS OR PROVISION OF SERVICES UNDER AN OFFERING OF SERVICES, DUE TO NEGLIGENCE OR CIVIL LIABILITY, BY EFFECT OF LAW OR IN EQUITY, UNDER CONTRACT, COMMON LAW, OR UNDER ANY OTHER CAUSE OF ACTION OR LEGAL THEORY SHALL BE LIMITED TO DAMAGES PROVEN TO BE DIRECTLY ATTRIBUTABLE TO VESTA AND THIS, NOTWITHSTANDING THAT VESTA MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THIS LIABILITY SHALL IN NO EVENT EXCEED THE TOTAL FEES (LESS ANY DISCOUNTS OR CREDITS) PAID BY THE CUSTOMER FOR SPECIFIC SERVICES GIVING RISE TO THE DAMAGES DURING THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT HAVING CAUSES THE DAMAGES, MINUS ANY AMOUNT PAID FOR PREVIOUS CLAIMS, IF ANY. VESTA AND ITS AUTHORIZED REPRESENTATIVES PROVIDING THE SERVICES SHALL IN NO EVENT BE LIABLE TO THE CUSTOMER FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM OR OCCUR WITH RESPECT TO ANY OFFER OF SERVICES, THESE TERMS AND CONDITIONS (THESE TERMS AND CONDITIONS). INCLUDES ANY LOSS OF EARNING, ANTICIPATED INCOME, ANY LOSS OF DATA, ANY LOSS OF USE OF ANY INFORMATION SYSTEM, ANY INABILITY TO ACHIEVE ANY SAVINGS, OR ANY OTHER BUSINESS OR ECONOMIC LOSS OF ANY KIND. AGAIN, ANY CLAIMS BY THIRD PARTIES), DUE TO NEGLIGENCE OR CIVIL LIABILITY, BY EFFECT OF LAW OR IN EQUITY, UNDER CONTRACT, IN COMMON LAW, OR UNDER ANY OTHER CAUSE OF ACTION OR LEGAL THEORY AND THAT, NOTWITHSTANDING THAT VESTA MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. Software and Equipment: Notwithstanding any law or provision to the contrary, in the event that an Offer of Services provides for the licensing of software or other intellectual property or the sale of equipment or products, the following provisions will apply, Unless otherwise determined in writing: (i) the intellectual property, the rules of use and any other rights and restrictions relating to the software are as described in the applicable right of use agreement, which binds the Client; (ii) Vesta makes no warranties on third party software or equipment; the only valid warranty is that provided by the licensor or the manufacturer; and (iii) Vesta will not be liable in any way to the Customer or any other person for any damage, direct or indirect, incidental, special or consequential, arising out of or relating to the use or inability to use the software and / or equipment or loss of use, failure or interruption of software and / or equipment. 11. Termination: Either party may terminate any Service Offer if the other party is in default of fulfilling one of the essential conditions of the Service Offer or these Terms and Conditions and neglects to remedy this defect within five (5) days of receipt of a written notice denouncing said defect. Any Offer of services may also be terminated immediately by Vesta in the event of the bankruptcy (voluntary or involuntary) of the Client, its insolvency, the assignment of its property for the benefit of its creditors or the appointment of a receiver for all or a substantial part of it. its assets. Upon termination of the Service Offer: (i) the Client will promptly pay all Fees in relation to the Services rendered up to the date of termination; and (ii) each party will deliver to the other party or destroy, at the request of the other party, any Confidential or Proprietary Information of the other party then in its possession. The commitments and rights of the parties which, by their nature, must survive the termination of the Service Offer, will survive termination for their full term under applicable laws. 12. Advertising: The Customer authorizes Vesta from now on to publish, in its promotional and communication tools, the name and logo of the Customer as a Vesta customer, as well as a brief description of the projects on which Vesta has rendered Services to the Customer. In addition, should Vesta wish to use the Client's name or quotes from its employees or representatives or any information relating to these Terms and Conditions or any Service Offer, Vesta undertakes to submit any such material or document containing any such information to the Client for his prior approval. 13. Assignment: Neither the Service Offer, nor the rights or obligations arising therefrom may be assigned by either party, in whole or in part, without the prior written consent of the other party. , which will not be retained without reasonable cause. Notwithstanding the foregoing: (i) either party may, without having to obtain the prior consent of the other party, assign any Offer of Services to a current or future affiliate, subject to the in the event of an assignment by the Client, of Vesta's determination that the Client's affiliate is solvent and meets the eligibility criteria for the Services; and (ii) Vesta may assign any receivable arising from any of the Service Offerings, any right to collect payment of such receivable and any interest in such receivable or right to collect payment. 14. Independent contractor: Each party is an independent contractor and as such will have no authority to bind or engage the other party. Nothing herein shall have the effect of creating a joint venture, partnership or agency relationship between the parties for any reason whatsoever. 15. Force majeure: With the exception of payment obligations, if one of the parties was in default of meeting any of its obligations hereunder, in whole or in part due to circumstances beyond the reasonable control. of this part, including, in particular, due to fire, explosion, power failure, earthquake, flood, natural disaster, war, revolution, popular movement or acts of public enemies, or by the effect of a law, order, regulation, ordinance or the demands of any government or its representatives or a competent legislative body, or as a result of labor unrest, such as a strike, a beadwork strike, a picket line or a boycott, the affected party will not be considered responsible for the said defect and will be exempted from fulfilling its obligations in this regard, this exemption being reassessed daily. However, the affected party will have to make commercially reasonable efforts to put an end as quickly as possible to these causes of non-performance. 16. Notices: All notices to be given hereunder will be in writing and will be given by personal delivery, prepaid first class mail, registered mail or certified mail. Notices will be sent as follows: (i) in the case of the Client, the address to which Vesta forwards invoices to the Client; and (ii) in the case of Vesta, at the address mentioned in the Service Offer. The Customer is required to notify Vesta of any change to its billing address and / or corporate name or assumed name used in connection with the Services. 17. Applicable laws and jurisdiction: Any Offer of services will be subject to the laws in force in the province of Quebec and the laws of Canada applicable there. The parties agree to irrevocably grant exclusive jurisdiction to the courts of the province of Quebec for any legal proceedings that may arise from time to time concerning the Offer of Services. 18. Complete Agreement: The Client and Vesta acknowledge that the Service Offer and these Terms and Conditions represent the complete agreement between them with regard to the subject dealt with therein and supersede any commitment, understanding, agreement, representation, negotiation and previous discussion, verbal or written, on said subject. There are no conditions, agreements, representations, warranties or other stipulations, express or implied (including by virtue of established business practice), relating to the matter dealt with in the Offer of Services which would have had the effect of inducing the 'one or the other of the parties to conclude it or on which one or the other of the parties would rely, other than those contained herein. 19. Severability: If any section, condition or provision of these presents is considered null, illegal, unenforceable or in conflict with any law in force by a federal, provincial or local government having jurisdiction over the execution hereof, the sections, conditions or provisions not covered will continue to apply mutatis mutandis. 20. Electronic signature: The parties agree to accept both photocopies and scanned or copied signatures, and original signatures for the purposes of performing any Offer of Services. The parties further agree to accept duly executed copied, scanned, electronic or printed versions of any Offer of Services as if they were the originals. 21. Acceptance: The Customer, by accepting any Service Offer, confirms having read these Terms and Conditions and understanding their scope, and agrees to be bound by all of their terms.