1. SCOPE OF APPLICATION

1.1 Definitions

Capitalized terms not otherwise defined in these General Terms and Conditions shall have the meanings assigned to them in the Commercial Proposal

1.2 Services

Subject to the terms of this Agreement, Sparkweb agrees to provide the Services described in the Commercial Proposal during the Subscription Term.

In the event of any inconsistency between the Commercial Proposal and these General Terms and Conditions, the Commercial Proposal shall prevail.

2. FEES AND BILLING

2.1 Fees

The Customer agrees to pay:

the Onboarding Fee;

the monthly Subscription Fee;

any fees applicable to Additional Services requested by the Customer;

as set out in the Commercial Proposal.

2.2 Billing

Invoices shall be issued electronically.

Subscription Fees shall be billed in accordance with the Commercial Proposal.

Except where prohibited by applicable law, all payments are non-refundable.

Any overdue amount shall bear interest at the rate of 2% per month (24% per annum) from its due date until paid in full.

Sparkweb reserves the right to suspend the Services upon reasonable written notice if any invoice remains unpaid.

3. TERM

3.1 Effective Date

This Agreement shall become effective on the Effective Date indicated in the Commercial Proposal.

3.2 Initial Subscription Term

The initial Subscription Term shall be twelve (12) months.

3.3 Renewal

Upon expiration of the initial Subscription Term, this Agreement shall automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term.

4. CUSTOMER RESPONSIBILITIES

The Customer agrees to:

provide all information, content, images, and documentation reasonably required for the performance of the Services;

provide access credentials to any necessary third-party platforms;

review deliverables and provide approvals or requested revisions within a reasonable timeframe;

cooperate in good faith throughout the project.

Any delay caused by the Customer shall automatically extend all applicable project timelines by the duration of such delay.

Subscription Fees shall continue to be payable even if the project is delayed due to the Customer's failure to provide required information, approvals, or cooperation.

6. SEO SERVICES

Sparkweb will perform search engine optimization services in accordance with generally accepted industry best practices.

The Customer acknowledges that search engine rankings and organic traffic depend on numerous factors beyond Sparkweb's control, including:

search engine algorithm updates;

competitor activities;

third-party platform changes;

market conditions.

7. THIRD-PARTY SERVICES

The Services may rely upon third-party providers including, without limitation, Google, Duda, WordPress, Cloudflare, Stripe, Microsoft, Google Workspace, or similar services.

Sparkweb shall not be responsible for interruptions, outages, security incidents, policy changes, pricing changes, or failures attributable to such third-party providers.

8. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, Sparkweb shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to:

• loss of profits;
• loss of revenue;
• loss of business opportunities;
• loss of goodwill;
• loss of data;
• business interruption.

Sparkweb's total aggregate liability arising out of or relating to this Agreement shall not exceed the total Subscription Fees paid by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this section shall limit liability resulting from Sparkweb's gross negligence or willful misconduct.

9. INTELLECTUAL PROPERTY

Upon payment in full, the Customer shall own all custom designs, visual assets, written content, and Figma design files created specifically for the Customer. Sparkweb retains ownership of all source code, templates, proprietary tools, development methods, and the website implementation on its platform.

Upon termination or non-renewal, the Customer may use the Figma design files and custom assets to recreate the website with another provider at its own expense.

12. NOTICES

Any notice required under this Agreement shall be provided in writing by email to the contact information specified in the Commercial Proposal.

Notices shall be deemed received on the date of electronic transmission unless proven otherwise.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.

The parties irrevocably submit to the exclusive jurisdiction of the courts located in the Judicial District of Montréal, Québec, for the resolution of any dispute arising out of or relating to this Agreement.

14. GENERAL PROVISIONS

This Agreement, together with the Commercial Proposal and all appendices, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and understandings.

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of its assets.

The provisions relating to payment obligations, confidentiality, intellectual property, limitation of liability, and dispute resolution shall survive the termination or expiration of this Agreement.