These Terms and Conditions govern the use of the Aidi software solution (the "Platform"), offered by Aidi Inc. ("Aidi") and made available to an organization that wishes to use it (the "Customer") and certain other companies to which the Customer allows access to the Platform (the "Collaborators") and employees or officers of the Customer and Collaborators (the "Authorized Users"). By using the Platform, the Customer, Collaborator or Authorized User, as the case may be, agrees to be bound by these Terms and Conditions. Certain provisions hereof apply only to the Customer.
Aidi offers the Platform to businesses only and not for personal use, the individual accepting these terms on behalf of the Customer or a Collaborator represents and warrants to Aidi that he or she is authorized to bind the Customer or Collaborator.
Insofar as the Terms and Conditions agreed between Aidi and the Customer by means of an Order Form (as defined below) expressly deviate from the Terms and Conditions provided for in these general Terms and Conditions, the Order Form shall take precedence.
In these conditions, the following words and expressions used with a capital letter have the meaning attributed to them in the text or in this article:
Subject to compliance with the Terms and Conditions of this Agreement by the Customer, Collaborators and Authorized Users, Aidi permits Authorized Users to access and use the Platform in accordance with these Terms and Conditions.
The Software Services are limited to access to the functionalities of the Platform and to the technical support included in the Customer's subscription. Any work by Aidi or its employees to customize the Platform or to develop new features at the Customer's direction is not included in the Software Services, is at Aidi's discretion and will be the subject of a separate agreement.
The Authorized User or Collaborator accessing the Platform through a Customer acknowledges that:
The Platform enables certain operations to be carried out (e.g. receiving or accepting tenders or carrying out a profitability calculation), and communications to be made and recorded between different players in a project (e.g. subcontractor whistle-blowing in the context of a construction project). The Customer and Collaborators are solely responsible for ensuring that communications and operations carried out via the Platform are appropriate and enforceable against their co-contractors, where applicable, in the context of the project concerned. In particular, the Customer or Collaborator acknowledges and accepts that:
The Software Services may include integrations with web services provided by third parties (other than Aidi or its Affiliates), accessible through the Software Services and subject to the Terms and Conditions of such third party providers. Such services are not part of the Software Services and these Terms and Conditions do not apply to such services.
The Customer or Collaborator is responsible for ensuring the control and security of Login Credentials and shall be fully liable for any action taken using the Login Credentials of Authorized Users whether or not such access or use is authorized by the Customer.
The Customer agrees to promptly notify Aidi if a Login ID is compromised or if the Customer has reason to believe that a Login ID may be used in an unauthorized manner.
Insofar as the Platform allows different roles and permissions to be assigned to Authorized Users, the Customer or Collaborator, as the case may be, is entirely responsible for carrying out the required verifications and properly configuring the roles and permissions on the Platform. Aidi will not be held responsible for the unwanted disclosure of certain information to Authorized Users due to the incorrect configuration of access permissions by the Customer or a Collaborator.
The Software Services may be offered to the Customer in the form of a subscription plan with certain functionalities and usage limitations, in particular as set out in the Order Form. Where applicable, Software Services are limited to:
The Customer, Collaborators and Authorized Users are authorized to use the Platform and Documentation for internal use for project management purposes. The Customer and Authorized Users are not authorized to use the Platform and Documentation for any other purpose or to commercialize access to the Platform in any form whatsoever.
In particular, the Customer undertakes, for himself and for his Collaborators and Authorized Users, not to commit, directly or indirectly, nor to allow or tolerate anyone to commit, the following acts:
Aidi is authorized to verify and monitor the use of the Platform by the Customer, Collaborators and Authorized Users for the purposes of ensuring compliance with the Terms and Conditions of this Agreement, including the collection of information to determine whether the Customer is complying with the limits on the financial volume of projects. Such verification and/or monitoring may be performed by Aidi or by a third party retained by Aidi at its expense. Any monitoring of the activities of Authorized Users will be for the sole purpose of ensuring compliance with the Terms and Conditions of this Agreement. Aidi will not provide the Customer or Collaborators with any information regarding the use of the Platform for employee monitoring purposes.
In the event that Aidi's audit or monitoring reveals a breach of the terms of this Agreement, Aidi may suspend access to the Platform for all or some of the Authorized Users without notice. Aidi shall notify the Customer in writing of such suspension as soon as possible, and the Customer shall then be given the opportunity to remedy the alleged breach within a reasonable time, failing which the Customer shall be deemed to be in default under the Agreement and Aidi may pursue any remedies available to it under the Agreement.
The Customer acknowledges that the use of the Platform requires computer systems and an Internet connection that comply with the minimum configuration standards reasonably determined by Aidi from time to time, if any.
The Platform may be updated from time to time and new features may be added to the Platform. Aidi will make such updates and new features available to the Customer at its sole discretion and makes no commitment regarding the development of future versions of the Platform. The Customer acknowledges that its subscription is not based on any promise to develop any future functionality or on any communication from Aidi regarding any future functionality of the Platform.
Aidi and/or its Hosting Providers shall from time to time perform maintenance work on the Platform. Aidi will use reasonable efforts to ensure that maintenance work is carried out in such a way as to minimize the impact of periods of unavailability of the Platform for its users. When maintenance work resulting in a period of unavailability of the Platform is scheduled in advance, Aidi will provide the Customer with written notice by e-mail of the time and expected duration of the maintenance work.
The Customer acknowledges that maintenance work is necessary for the proper operation of the Platform and that the unavailability of the Platform due to maintenance work does not constitute a failure by Aidi to provide the Software Services.
Aidi may provide Professional Services to Customer at its sole discretion. Unless otherwise specified in an Order Form, Aidi has no obligation to provide Professional Services to Customer. Unless a separate written agreement is entered into between Aidi and Customer regarding Professional Services, this Section 4 governs all Professional Services provided by Aidi.
Fees payable for Professional Services shall be as agreed between Customer and Aidi. In the absence of a written fee agreement, Aidi shall be entitled to invoice the Professional Services authorized by the Customer on the basis of Aidi's prevailing rates for similar services.
The Customer acknowledges and agrees that the deliverables generated as part of the Professional Services are developed solely for use with the Software Services and will otherwise be ineffective in stand-alone form or if used with third-party products and services. Aidi therefore remains the owner of all right, title and interest in and to the deliverables, except as to those elements provided by the Customer and incorporated into the deliverables. To the extent that Aidi uses a deliverable for purposes other than those contemplated by the contract between Aidi and the Customer, such deliverable shall not contain any confidential information of the Customer. Upon receipt of all payments due for the Professional Services, Aidi grants the Customer a non-exclusive, non-transferable, non-sublicensable right and license to use the deliverables solely in connection with the Software Services.
Aidi shall provide the Professional Services in a professional manner and in accordance with accepted industry standards. Customer's sole and exclusive remedy for any breach by Aidi of this covenant shall be to request re-performance by Aidi of the non-conforming portion of the Professional Services. If Aidi is unable to re-perform a non-compliant portion of the Professional Services, Aidi will reimburse the Client for the fees paid in consideration of the non-compliant portion of the Professional Services.
Aidi will use commercially reasonable efforts to provide technical support to Authorized Users during Business Hours using communications channels made available from time to time to Customer and Collaborators by Aidi. Aidi will minimally accept support requests by email.
Aidi makes no commitment to maintain all communication channels in operation or to respond to technical support requests within a specific time frame.
In the event of an Incident detected by Aidi or reported by the Customer, Aidi undertakes to provide a response (if applicable) and to initiate the work necessary to correct the Incident within a reasonable period of time within Business Hours.
When an Incident is reported outside Business Hours, Aidi undertakes to provide its best efforts to offer a prompt response, depending on the availability of its technical support team members and the severity of the anticipated consequences of the Incident.
Without broadening the definition of an Incident, the following events in particular will not be considered Incidents, and Aidi's obligations with respect to responding to Incidents will not apply:
The Customer agrees that the Platform and Customer Data may be hosted by a third party. Except as provided in an Order Form, where applicable, Aidi may change its Hosting Provider at its sole discretion. The Customer acknowledges and accepts that the Customer Data may be stored on facilities located in jurisdictions other than Quebec or Canada and that the companies operating these facilities may be subject to laws different from those applicable in the Customer's jurisdiction.
Aidi undertakes to select Hosting Providers who offer industry standard security measures and who undertake in writing to Aidi to maintain the confidentiality of Customer Data and to use Customer Data only for the purposes necessary to provide the hosting services agreed to with Aidi.
Aidi works with an external company to carry out penetration tests on the Platform. Penetration tests are carried out annually. Aidi applies strict access controls to all employees and users of the application. These controls are reviewed regularly and improved where necessary.
Aidi also has a detailed security incident management process.
Unless otherwise agreed in the Order Form, Aidi will instruct the Hosting Provider to make a backup copy of the Customer Data once every 24 hours and the retention period is unlimited for the database backup and 35 days for the file system backup.
Aidi does not claim any ownership rights in the Customer Data and acknowledges that no assignment of the Customer's rights in the Customer Data to Aidi under this Agreement shall occur. Aidi undertakes not to use the Customer Data other than to the extent necessary to provide the Software Services or after having been duly authorized to do so by the Customer.
All Customer Data, including data uploaded by Collaborators, is available to the Customer and is, from Aidi's perspective, the property of the Customer. Collaborators must enter into their own agreements with a Customer with respect to data uploaded to the Platform.
The Customer or Collaborator grants Aidi a non-exclusive, worldwide, royalty-free license to reproduce, use and modify the Customer Data solely to the extent necessary to render the Software Services.
The Customer or Associate represents and warrants to Aidi that it has all necessary rights to upload the Customer Data to the Platform and that any operations that the Customer, Authorized Users or Aidi (to the extent permitted by this Agreement) may perform on the Customer Data will not infringe the rights of any other person. The Customer acknowledges that it is responsible for the actions of Authorized Users in relation to Customer Data uploaded to the Platform.
Aidi and its Affiliates may generate Analysis Data using, in part, Customer Data and information derived from the use by the Customer and Authorized Users of the Platform. Analysis Data that includes information identifying a Customer is never used other than for the benefit of the Customer or with the Customer's consent.
Analysis Data may be used for the following purposes:
Aidi may from time to time offer Customer Data archiving services allowing Customer Data to be extracted from the Platform in a structured or enriched format. These services constitute additional services and are subject to additional fees except as provided in the Order Form, if applicable. Customer Data is always available for download in raw form by the Customer.
Insofar as Customer Data includes Personal Information and such Personal Information is processed through the Platform :
Aidi will use reasonable efforts to cooperate with Customer regarding requests for access to personal information under applicable privacy legislation. Any work by Aidi to enable the Customer to comply with privacy or personal information protection requests or orders is not included in the Software Services and may result in additional charges.
The Customer acknowledges that no transfer of intellectual property is effected by this Agreement and that the Customer may not claim any intellectual property rights to the Platform, the content accessible via the Platform (with the exception of Customer Data) or the Documentation. Aidi reserves all its rights with respect to the Platform, all its components and all content available via the Platform (with the exception of the Customer Data) and the Documentation.
If the Customer or any person having access to the Platform pursuant to these Terms communicates with Aidi regarding improvements and modifications to be made to the Platform or Software Services ("Suggestions"), the Customer acknowledges that: (i) Aidi shall have no obligation of confidentiality, express or implied, with respect to the Suggestions (except with respect to information otherwise deemed confidential hereunder); (ii) Aidi shall be entitled to use or disclose (or elect not to use or disclose) the Suggestions for any purpose whatsoever, in any manner whatsoever, in any media whatsoever, anywhere in the world; (iii) Aidi may have already considered or may be in the process of developing elements identical or similar to those mentioned in the Suggestions; and (iv) no remuneration or compensation will be paid by Aidi in consideration of the Suggestions.
The Customer authorizes Aidi to display its name, trademark and logo on a Web site and on any other material promoting the Platform for the sole purpose of identifying the Customer as a user of the Platform. This authorization is subject to the Customer's reasonable requirements regarding the use of its trademarks and logos and may be withdrawn by written notice at any time.
Aidi will be given a reasonable time to respond to the withdrawal of authorization and will have no obligation with respect to printed material already produced and material no longer under its control.
In consideration of the Software Services, the Customer agrees to pay Aidi the Fees set forth in the package selected when subscribing to the Software Services or the Fees set forth in the Order Form, as the case may be.
The Fees do not include applicable taxes, in particular sales taxes, value-added taxes, goods and services taxes, special taxes and harmonized taxes.
The Customer is responsible for all applicable taxes arising from or resulting from its subscription to the Platform or the provision of the Software Services with the exception of taxes levied on the income of Aidi and its Affiliates. To the extent that Aidi charges such taxes, they are calculated using the applicable tax rates based on the billing address provided by the Customer. These amounts are added to the Fees and will be billed to the Customer. If the Customer is exempt from the payment of taxes, he/she must provide proof of such exemption, which in some jurisdictions includes an original certificate, which satisfies the applicable legal requirements attesting to the exemption status. Any tax exemption will apply only from the date on which Aidi declares itself satisfied with the satisfactory proof of exemption, at its sole discretion. If Aidi does not charge taxes, the Customer is responsible for determining whether taxes are due, and if so, for remitting the applicable taxes to the appropriate tax authorities in its jurisdiction.
If the Fees are not paid when due for any reason whatsoever, Aidi will send a written notice to the Customer and may suspend the Software Services 10 days after sending this notice if the Customer does not pay the Fees due in full.
Any amount payable to Aidi and unpaid 30 days after the due date bears interest at an annual rate of 18%, compounded monthly.
Aidi undertakes to keep and treat any information of a confidential nature, including Customer Data to which it may have access in the course of providing the Software Services (the "Confidential Information"), in the strictest confidence. To this end, Aidi undertakes to apply the same standards of care and diligence to the preservation of the Confidential Information as it applies to the preservation of the confidentiality of its own confidential information. Aidi undertakes not to allow any person who is not an officer, servant or representative of the Customer to access such Confidential Information, except as otherwise provided in these Terms and Conditions or as authorized by the Customer . Customer acknowledges that Customer Data will be disclosed to Aidi's Hosting Providers and other service providers to the extent necessary to render the Software Services in accordance with this Agreement. Aidi undertakes to select suppliers who undertake in writing to preserve the confidentiality of the Customer Data. Aidi does not, however, offer any guarantee with respect to the actions of its suppliers.
Aidi's obligations with respect to Confidential Information do not apply to any information :
Aidi may disclose and/or use the Confidential Information if it is compelled to do so by an order of a court or competent authority in accordance with applicable law, provided that reasonable steps have been taken, if possible, to notify the Customer of such forced disclosure or use and to allow the Customer to take appropriate steps to protect the Confidential Information.
Subject to the conditions set out in this Section 12 Aidi warrants to Customer that the Platform will operate in all material respects in accordance with the Documentation provided to Customer. Upon receipt of notice from Customer that the Platform is not performing substantially as set forth in the Documentation (a "Defect"), Aidi will replace or repair the Platform at its expense in order to correct the Defect. If Aidi determines, in its sole discretion, that the Defect cannot reasonably be corrected, Aidi may terminate Customer's subscription to the Platform or to the features affected by the Defect and refund any Fees paid in advance by Customer for periods during which Customer did not have access to the features affected by the Defect. The foregoing constitutes the Customer's sole and exclusive remedy under this warranty. In particular, this warranty does not cover any damages that may be suffered by the Customer as a result of a Defect, including failure to obtain expected results or as a result of using the Platform.
With the exception of the conventional warranty provided herein, the Platform and Software Services are provided by Aidi "as is" and without any warranty, express or implied. The parties acknowledge that any warranty provided by law that may be disclaimed by contract is hereby excluded. Notwithstanding the conventional warranty provided for herein, Aidi does not give any warranty (a) to the effect that the Software Services will be rendered in an uninterrupted, secure, error-free, accurate and complete manner, (b) with respect to the results that the Customer may obtain following the use of the Platform or the Software Services.
The parties acknowledge that this contract is solely for the provision of a software tool comprising certain functionalities facilitating project management and does not include any obligation to provide advice or any promise or commitment relating to the results obtained through the use of the Platform. The Customer or Collaborator is responsible for ensuring that the Platform is suitable for its needs.
Subject to any limitations of public policy provided by law that cannot be waived by contract, Aidi disclaims all liability for any indirect or consequential damages, including punitive, incidental or special damages, arising out of the Software Services, the Customer's or Authorized Users' use of the Platform or Aidi's inability to render the Software Services, whether such liability is based on contract, tort, negligence, strict liability or any other legal theory, even if Aidi has been advised of the possibility of damages that may be caused to the Customer by the provision of the Software Services or by any interruption or suspension of the provision of the Software Services.
Without limiting the generality of the foregoing, the parties specifically exclude Aidi's liability for damages for loss or corruption of data, loss of profits or business opportunities, failure to realize expected savings, cost of replacement goods and services, fees and expenses of consultants or legal counsel. The Customer agrees that Aidi shall not be liable for damages caused directly or indirectly by the Customer's or any Collaborator's business decisions based on data obtained through the Platform, even if such data is erroneous due to a defect in the Platform.
Subject to the limitations of public policy provided by law which cannot be set aside by contract, Aidi's liability based on the present contract will be limited to a sum corresponding to the Fees paid by the Customer during the 12 months preceding the occurrence giving rise to liability.
The Customer agrees to indemnify, defend and hold harmless Aidi and its directors, officers, employees, shareholders, consultants and Affiliates (collectively the "Aidi Indemnitees") from and against any and all third party claims brought against any of the Aidi Indemnitees (including, but without limitation as to all costs, losses, liabilities, fines, condemnations, costs, interest, penalties or expenses, direct or indirect, including reasonable disbursements and fees of their counsel which they may incur or be required to pay) arising out of:
Aidi agrees to indemnify, defend and hold harmless the Customer and its Directors, Officers, employees and shareholders (collectively the "Customer Indemnitees") from and against any and all third party claims brought against any of the Customer Indemnitees (including, but without limitation as to all direct or indirect costs, losses, liabilities, fines, condemnations, costs, interest, penalties or expenses, including reasonable disbursements and fees of their legal counsel which they may incur or be required to pay) arising from
If Aidi becomes aware or reasonably suspects that the Platform may infringe the intellectual property rights of a third party, Aidi may, at its option: (a) procure the right to continue to provide the Platform to Customer, (b) replace any potentially infringing element with another non-infringing functionally equivalent element or (c) immediately suspend Customer's access to any potentially infringing element of the Platform and refund to Customer any Fees already paid associated with such element.
To benefit from the provisions of this Section 14, the Party seeking indemnification must promptly notify the indemnifying party in writing no later than ten (10) days after the claim comes to its attention or should reasonably come to its attention. The indemnifying party will then be at liberty to conduct the defense of the indemnified party and to retain legal counsel reasonably acceptable to all parties, but may not enter into any settlement or make any admission of liability without the consent of the indemnified party, which may not unreasonably withhold such consent.
These Terms and Conditions remain in force for as long as the Customer, Collaborator or Authorized Users use the Platform.
The duration of the Customer's subscription to the Platform and Software Services is determined as agreed between Aidi and the Customer, including as set forth in the Order Form, if applicable.
Insofar as the Customer has subscribed to a fixed-term subscription, the parties expressly exclude the application of articles 2125 to 2129 of the Civil Code and stipulate that the subscription may only be terminated by the Customer in the event of failure by Aidi to fulfill its obligations.
Aidi may terminate the Customer's subscription and cease providing the Services immediately if the Customer fails to comply with its obligations under this Agreement and fails to remedy such failure within 10 days of written notice of such failure.
In the event that this agreement is terminated or ceases to be in force for any reason whatsoever, Aidi undertakes to return to the Customer any documentation or material belonging to the Customer and to use commercially reasonable efforts to enable the Customer to take possession of all Customer Data.
The obligations of the parties with respect to intellectual property, confidentiality, indemnification and Fees due to Aidi shall continue to apply notwithstanding the termination of the contract.
Upon termination of this Agreement for any reason, Aidi will retain and allow the Customer to download the Customer Data hosted through the Platform for a minimum of thirty (30) days. Upon expiration of this period, Aidi may destroy the Customer Data without further notice. Customer Data will be made available to the Customer free of charge in a common format (sql, csv) of Aidi's choice, in raw form, without additional formatting. The Customer shall be responsible for providing an IT infrastructure capable of receiving the Customer Data, if applicable.
At the Customer's request, Aidi may offer reasonable cooperation, taking into account the circumstances of the termination of the contract, to facilitate the transition of the Customer Data to another service provider or to facilitate the uploading of the Customer Data to the Customer's IT infrastructure or to provide the Customer Data in structured or enhanced format (the "Transition Services"). The provision of Transition Services is conditional upon payment by the Customer of fees and disbursements, an estimate of which will be provided in writing at the Customer's request, prior to the Transition Services being rendered.
The parties agree that this Agreement shall supersede any prior agreement between the parties with respect to the provision by Aidi of the Software Services (or services substantially similar to the Software Services) to the Customer, except for any confidentiality agreement which shall remain applicable. If an Order Form has been agreed to by the parties relating to the commercial details of the Customer's subscription to the Platform, such Order Form shall prevail to the extent that the terms of the Order Form explicitly contradict these Terms.
Any notice required or permitted to be given under this Agreement shall be in writing by means of a message delivered in person, in which case the notice shall be deemed to have been received on the day of delivery, or sent by e-mail from the e-mail address of one party to the e-mail address of the other party, in which case it shall be deemed to have been received on the business day following the day of sending. The parties are free to change their e-mail addresses by giving written notice to the other party in accordance with this paragraph.
This Agreement shall be governed in all respects by and construed in accordance with the laws in force in the Province of Quebec, including the laws of Canada applicable therein, including any question of its validity or performance.
The parties agree to select the judicial district of Montreal, Province of Quebec, to the exclusion of any other judicial district which may have jurisdiction, as the proper place for the institution and hearing of any legal proceedings relating to this contract.
The failure of a party to exercise its rights under this Agreement, or the delay in exercising such rights, shall not be deemed a waiver of such party's right to exercise any right. Any waiver of a right under this Agreement shall be valid only if in writing.
Aidi may make changes to these Terms and Conditions. The Customer will be notified in writing of any such modification at least 30 days prior to its coming into effect. The Customer's sole remedy in the event of a change to these Terms and Conditions is to terminate this agreement in accordance with its terms.
To the extent possible, each provision of this Agreement shall be construed so as to be enforceable and valid under applicable law, but in the event that any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason under applicable law or regulation in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity of the remaining provisions of this Agreement.
The Customer may not assign or otherwise dispose of its rights and obligations under this Agreement without the prior written consent of Aidi which shall be at Aidi's sole discretion.
Aidi may assign its rights and obligations under these Terms and Conditions and any other agreement governing the Software Services provided to the Customer in connection with the disposition of all or part of its assets.