Notice: as stated on each of our estimates and proposals.
TELUP INC. (hereinafter referred to as TELUP), is a company incorporated in Canada, located at 760 Chemin Marie-Le Ber, Montreal, QC, H3E 1W6, Canada. TELUP is the owner and administrator of the www.telup.com website.
WHEN YOU DO BUSINESS WITH PUBLI WEB MEDIA, THERE ARE THE CONDITIONS OF EACH OF THE ESTIMATES WE DEPOSIT. WHEN YOU ACCEPT ONE OF OUR ESTIMATES, THIS ESTIMATION BECOMES THEREFORE A CONTRACT BETWEEN THE PARTIES UNDER THE CONDITIONS LISTED BELOW WHICH WILL BE LAWFUL.
Limitation of Liability
TELUP cannot be held responsible for the cost of purchasing substitute goods or services, personal or property damage, loss of profits, interruption of operations or any other special damage arising directly or indirectly from non-Compliance with the performance of the Services or any breach of this Agreement or any other source of liability. Furthermore, TELUP disclaims any liability, loss or damage arising out of or in connection with any product, device, software or program developed by the use of the Services or the Deliverables of TELUP. The total liability of TELUP to the Client may not exceed the total amount paid by the Client for each Statement of Work hereunder.
IN NO EVENT SHALL THE PARTIES BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, BUT NOT LIMITED TO ANY WARRANTY, CONTRACT, MISCONDUCT OR NEGLIGENCE OR LIABILITY WITHOUT WRONG OR OTHERWISE, NOTWITHSTANDING THE FACT THAT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
No remedy of any kind in connection with this Agreement may be brought by either party within a period of more than one (1) year from the date on which the cause of action arose, Except for an appeal for non-payment, which may be brought at any time, subject to the law.
The parties agree to use best efforts to promptly terminate any and all disputes, controversies, claims or other disputes arising out of this Agreement. To this end, they agree that the representatives of each party, who have the authority to end the dispute, will discuss and negotiate in good faith and considering the interests of each party within fifteen (15) days of a written request to achieve a fair and equitable solution for each of the parties. Should the parties fail to agree within thirty (30) days of the meeting of the representatives of each party, as provided above (or as long as the parties agree), the dispute shall be settled exclusively by arbitration of the exclusion of ordinary courts, according to the laws of the Province of Quebec. Unless the parties decide on the appointment of a sole arbitrator, each party shall appoint one arbitrator and these two arbitrators shall jointly appoint the third arbitrator to act as chairman of the arbitral tribunal, all in accordance with the rules of the Mediation and arbitration of the province of Quebec. Notwithstanding the foregoing, the parties may apply to any court having jurisdiction in order to obtain a temporary restraining order, interim injunction or any other remedy of a conservatory nature, as necessary, without violating this arbitration clause , Or infringe the powers of the arbitrators.
Exclusion of Warranties
PUBLI WEB MEDIA WARRANTS THAT THE SERVICES PROVIDED FOR IN THIS AGREEMENT WILL BE PERFORMED PROFESSIONALLY AND EFFECTIVELY, IN ACCORDANCE WITH THE QUALITY OF THE SERVICES GRANTED BY THE ABOVE COMPANY NAMED FOR ANY CUSTOMER IN A SIMILAR CONTEXT. PUBLI WEB MEDIA DOES NOT WARRANT THAT THE SERVICES OR PRODUCTS ARE FREE OF ERRORS AND THAT THE ERRORS OF THESE SERVICES OR PRODUCTS WILL ALWAYS BE RECTIFIABLE, THAT THESE SERVICES OR PRODUCTS WILL BE COMPATIBLE WITH THE COMPUTER PROGRAMS AND EQUIPMENT USED OR DEMONSTRATED BY THE CUSTOMER OR THAT THEY WILL BE ABLE TO IDENTIFY ALL KNOWN VIRUSES. EXCEPT AS PROVIDED HEREIN, THE SERVICES, PRODUCTS, MEDIA AND RELATED DOCUMENTATION ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF COMMERCIALITY AND FITNESS FOR A PARTICULAR PURPOSE. PUBLI WEB MEDIA SHALL NOT BE LIABLE FOR ANY DAMAGES SUCH AS LOSS OF PROFITS OR REVENUE ARISING OUT OF THE IMPOSSIBILITY OF USING THE DELIVERABLES PROVIDED FOR IN THIS AGREEMENT.
For any warranty claims, any deficiencies with respect to the Services or Products must be reported in writing to TELUP within thirty (30) days of the performance of such Services or Products. The Customer shall not under any circumstances make any modification to the Products except as specifically provided in the documentation provided by PUBLI WEB MEDIA or authorized in writing by TELUP. Any unauthorized modification to the Products automatically results in the termination of any applicable warranty described herein. AT THE ONLY DISCRETION OF PUBLI WEB MEDIA, THE CUSTOMER WILL OBTAIN THE REQUIRED REPAIRS, OR AN AMOUNT CALCULATED TO PRO RATA OF THE FEES ALLOCATED FOR THEM. IN NO EVENT SHALL PUBLI WEB MEDIA BE LIABLE TO ANY AMOUNT EXCEEDING THE FEES PAID BY THE CLIENT FOR THESE SERVICES OR PRODUCTS UNDER THE TERMS OF THIS AGREEMENT.
Commitment of the Parties
TELUP will provide the Client with professional services (“Services”) as described in the Statement of Work, as set out in Appendix A, in accordance with the terms of this Agreement. Such Statement of Work may be amended or varied by an additional contract in writing duly signed by the Parties and annexed to this Convention as an integral part thereof.
TELUP agrees to provide any resources and use any employee or consultant that it deems necessary in the performance of the Services as provided in the Statement of Work. The manner and means used by PUBLI WEB MEDIA to perform such Services desired by the Client are at the sole discretion and under the control of TELUP. PUBLI WEB MEDIA will use commercially reasonable means to meet deadlines and deadlines for the performance of the Services, as set out in the Statement of Work.
The Client agrees to provide PUBLI WEB MEDIA with any information, material and technology held or controlled by the Client that PUBLI WEB MEDIA reasonably requires in the performance of the Services and / or the preparation of the Products. Customer grants to TELUP a non-exclusive, royalty-free and worldwide licence to use the Client’s technology, as well as any intellectual property rights protecting the Client’s technology, solely for the performance of said Services and to develop or prepare such Products during the term of this Agreement. The Customer agrees to retain all necessary ownership rights in and for its own technology and TELUP agrees not to obtain or claim any right of ownership or enjoyment whatsoever in the rights of the Customer, With the exception of the licences described above. The Customer agrees to obtain for PUBLI WEB MEDIA the right to use any information from any third party, material, technology and intellectual property rights mentioned above that PUBLI WEB MEDIA reasonably requires in order to perform the Services and deliverables.
The parties to this Agreement agree to cooperate in good faith in the execution of the Services on time and in a professional manner. The Client understands and accepts that the execution of the Services of TELUP may depend on the execution of certain tasks of the Customer or the respect of this one with respect to the anticipated delays; As a result, the schedule for the performance of the Services or any portion thereof may require adjustments or modifications in the event that any time or task of the Customer is changed or modified and not completed as anticipated. TELUP cannot be held responsible in any way for delays in the performance of the Services or any part thereof for a delay due to failure of the Customer to complete on time any task in accordance with its schedule .
Term and Termination
The Agreement shall come into force on the date hereof indicated and, unless terminated or terminated in accordance with the terms hereof, shall remain in force unless the parties mutually agree to terminate it. If either Party fails under this Convention, the other Party may terminate the Agreement if, within thirty (30) days of receipt of a written notice to the defaulting Party , The latter has remedied the alleged faults, the Contract shall then be deemed to be terminated at the expiry of the said thirty (30) day period. Notwithstanding the foregoing, the period for remedying the failure to pay the service charges and expenses hereunder shall be ten (10) days from receipt of written notice by the defaulting Party.
TELUP cannot be considered in default in the performance of its obligations when such performance is delayed, withheld or prevented due to force majeure. Force majeure is any cause not dependent on the will of the parties to the present, which they could not reasonably have foreseen and against which they could not protect themselves. Force majeure includes, but is not limited to, any unforeseeable event, strike, partial or complete stoppage of work, lockouts, fire, riot, intervention by civil or military authorities, compliance with regulations or orders of any governmental authorities and War (whether declared or not).
Independence of clauses
Any decision of a tribunal to the effect that any provision of this Convention is null and void shall not affect the validity or enforceability of the other provisions of this Convention.