Terms of service.

Formation of the contract and order of precedence

In these terms, “engagement” means the services agreed with a client: it is a contract for services within the meaning of the Civil Code of Québec, and EmTé inc. does not act as the client’s representative unless separately authorized in writing to represent it. An engagement is formed when an authorized person of the client accepts in writing a proposal or statement of work from EmTé inc. during its validity period. That document states the version of these terms that applies; that version remains applicable for the entire engagement unless a change is accepted in writing by both parties.

In the event of a discrepancy, the order of precedence is: (1) for any matter relating to personal information, the data processing addendum, if any; (2) the signed services agreement, if any; (3) the statement of work or accepted proposal; (4) these terms. A statement of work departs from a higher-ranking document only if it expressly identifies the provision concerned.

The client’s general purchasing terms, purchase orders or other terms do not apply to the engagement, even if EmTé inc. begins the work, acknowledges receipt of a purchase order or shows its number on an invoice, unless EmTé inc. expressly accepts them in a signed writing that identifies them. Previous versions of these terms are kept and provided on request.

Nature of the service

EmTé inc. offers a managed service for administrative systems: we map, connect, configure, operate and maintain administrative processes (finance, payroll and human resources, projects, follow-ups) on the tools the client already owns, with automations and, where relevant, artificial intelligence functions, and we train the client’s team. This is not the sale of a software licence.

Business clients only

EmTé inc.’s services are offered exclusively to businesses, for the purposes of their activities. An engagement is concluded with a legal person, or with a natural person already operating a business registered with the Registraire des entreprises du Québec, for the purposes of that business; the client confirms this by accepting the proposal and provides its Québec enterprise number (NEQ) on request. Our services are not offered to consumers within the meaning of the Consumer Protection Act (CQLR, c. P-40.1).

Reserved professional services

EmTé inc. does not practise public accountancy and renders no service reserved to chartered professional accountants (CPA), lawyers, notaries, certified human resources professionals (CRHA) or any other professional order. We provide no tax, accounting, legal or compliance advice (including CNESST, CCQ, RBQ, Law 25), no bookkeeping and no payroll processing. When an engagement touches on these areas, we organize the information, the follow-ups and the administrative documentation; advice, decisions and reserved acts remain the responsibility of the client and its professionals. The tables, reports and analyses we prepare are internal management tools built from the client’s data, without verification; they are not an audit, review or compilation engagement and are not intended to be provided to a lender, surety or other third party as financial information.

The Diagnostic

The Diagnostic is invoiced separately and payable in full on acceptance of the proposal. Its price before taxes is credited 100% as a reduction of the price of an implementation of $4,900 or more before taxes, if that implementation is accepted in writing within 60 days of delivery of the decision memo. The credit is applied to the implementation invoice specified in the proposal and reduces the price before taxes; any applicable taxes on that invoice are calculated on the reduced amount, and the Diagnostic invoice remains unchanged. The credit applies only once, is not payable in cash and cannot be assigned. Once paid in full, the client keeps the decision memo and holds a perpetual, irrevocable, non-exclusive and transferable licence to its text, allowing the client to use it, modify it and share it with the provider of its choice, whether or not the client decides to implement a solution. EmTé inc. retains its methods, templates, analysis grids, know-how and the memo’s generic structure, without the client’s data or confidential information. The Diagnostic may conclude that no implementation is recommended.

Implementation and fees

Unless otherwise stated in the contract, implementation fees are payable 50% on acceptance of the proposal and 50% before go-live. The scope, the functions to be delivered and the acceptance criteria are set out in writing before the engagement begins.

Monthly services

When a monthly service is provided for, its start date, initial term, included services, renewal and notice period for termination are stated in the contract. Recurring fees are payable in advance, at the start of each monthly period. No plan includes an unlimited volume of requests, changes, integrations or new processes; the precise terms (support channel, service hours, first-response target, any bank of hours) are defined in the contract for each engagement.

Variable fees

Telephone, messaging and high-volume email services, external artificial intelligence providers and other components that are actually metered are invoiced separately based on usage when such pricing is provided for in the contract. Thresholds or approvals may be provided for in order to avoid a significant unanticipated variable expense. Variable fees already consumed are not refundable.

Taxes, payments and delays

All prices are in Canadian dollars, before applicable taxes (GST and QST). Unless otherwise stated in the contract, invoices are payable within fifteen days of their date, except instalments due on acceptance of the proposal or before go-live, which are payable at that time.

The mere lapse of the time for payment puts the client in default. Any amount unpaid when due bears interest at the rate of 12% per year from its due date.

If an amount remains unpaid fifteen days after its due date, EmTé inc. may, after a written notice of five business days that remains without effect, suspend its work and monthly services until payment; schedules are then extended accordingly. Such a suspension is not a termination. It never removes the client’s access to its accounts, its data or the configurations in its name, and EmTé inc. does not deactivate any automation in service without prior written notice specifying the elements concerned and the measures that allow the client to avoid harm.

Delays by the client, incorrect or incomplete data it provides, the unavailability of its resources, or account opening and configuration delays at a third-party provider (payroll, financial institution, software vendor) may shift schedules. Any resulting additional work is billed only under the terms set out in the contract or with the client’s prior written agreement.

Payments to EmTé inc. are made to the payment details agreed in the contract. EmTé inc. never announces a change to those details by email or text message alone: before any payment to new details, the client confirms it by calling us at 438 231-3683, not at a number provided in the message.

Scope changes

Custom developments and integrations not included in the plan are the subject of a separate proposal. Any request added after the scope is approved may result in additional costs and delays, which are billed only with the client’s prior written agreement. Support covers the use and correction of the elements included in the plan; new processes, integrations and developments are the subject of a separate estimate.

Third-party providers and availability

Our solutions rely on third-party providers, including office suites and the automation, telephone, messaging and artificial intelligence platforms selected for the engagement. EmTé inc. is not responsible for outages, withdrawals, pricing changes or changes made by these providers, nor for integrations modified by a third party. We make reasonable efforts to maintain the service, without guaranteeing any particular availability of third-party services.

Ownership of data and configurations

The client retains its data, content, trademarks and other elements it provides. Domains, accounts and subscriptions created in the client’s name remain under its control. The client grants EmTé inc. a limited authorization to use these elements solely to carry out the engagement.

EmTé inc. retains its pre-existing intellectual property and its methods, know-how, templates, connectors, libraries, generic configurations and reusable modules, as well as general improvements that reveal neither the client’s data nor its confidential information.

Unless an assignment is expressly identified in writing and signed, deliverables specific to the engagement are licensed to the client after payment in full. The specific rights to the decision memo are set out under “The Diagnostic”. Unless otherwise provided in the statement of work, this licence is perpetual and non-exclusive and allows the client to use the deliverable for its activities, to have it modified and to have it maintained by the provider of its choice. The statement of work identifies the files delivered, access to configurations, transferability and any technical or contractual limit.

When a reusable EmTé inc. module is integrated into a deliverable and necessary for its operation, the client’s licence includes the right to use that module with the paid deliverable. EmTé inc. remains free to reuse the generic module, without the client’s data, content, trademarks, secrets or confidential particulars. An exclusive development or a complete assignment must be named and priced separately.

Open-source software, hosted platforms, fonts, content and third-party components remain subject to their own licences. EmTé inc. provides an inventory of significant dependencies where relevant to the engagement.

Follow-up of commercial invoices between businesses

When an engagement includes an accounts receivable follow-up process, it covers only commercial invoices claimed from a company and arising in the course of its business. Before a claim enters the process, the client confirms that it is owed by a business in the course of its business; any claim owed by an individual for personal or family purposes is excluded. The client remains responsible for the accuracy of the claim, the tone, the approval and the sending of any external communication, in compliance with the Act respecting the collection of certain debts.

EmTé inc. never receives payments, does not communicate with consumers or personal guarantors, issues no formal demand letter, threatens no legal action and negotiates no dispute. As soon as a claim is contested or a formal step is required, the file returns to the client and, if necessary, to its lawyer or to a licensed collection agency.

Date and deadline reminders

When an engagement includes date reminders (holdbacks, notices, warranties, contractual dates), the system reminds the client of the dates and time limits that the client or its advisors have entered or validated in writing. EmTé inc. does not calculate, determine or interpret any time limit set by statute or regulation, including in matters of the construction legal hypothec, notice of contract (dénonciation) or prompt payment on public contracts, and does not assess whether a right, a security or a remedy can still be exercised.

Reminders are an organizational tool. They do not replace the monitoring of its deadlines by the client and its advisors, who remain responsible for the accuracy of the dates entered, for the steps to be taken and for carrying them out in time.

Access to the client’s systems

Access granted to EmTé inc. is created or approved by the client in its own systems; it is assigned to named individuals and limited to the roles the engagement requires. No global administrator role is kept permanently: any elevation is temporary, justified and documented. This access is protected by multi-factor authentication, phishing-resistant where the platform supports it. The client can revoke it at any time; it is removed at the end of the engagement, or earlier at the client’s request, and EmTé inc. then confirms in writing that it retains none of it, including credentials and sign-in tokens. Unless the contract describes an exception, the automations put in place run under accounts or connections in the client’s name, so that removing EmTé inc.’s access does not interrupt them.

The client remains the holder of its accounts and responsible for the decisions made in its systems. Financial approvals and management decisions remain those of the client or of the persons it designates. EmTé inc. does not initiate, approve or execute any payment, transfer, payroll deposit, government remittance or filing on the client’s behalf, and sends no external communication on its behalf, other than technical exchanges with the providers of the tools concerned that the client authorizes; automated messages sent by an implemented system go out from the client’s accounts, using templates and rules the client has approved in writing. EmTé inc. does not use the client’s online banking credentials. In accounting and payroll systems, its access is limited, where the system allows, to viewing and configuration; write access is granted only for an agreed import or change, then removed. Delivered automations do not create or modify the banking details of a supplier, employee or other payee: such changes, and their verification through a channel independent of the message received, remain human steps under the client’s responsibility.

These limits also apply to artificial intelligence tools: no agent uses EmTé inc.’s access autonomously, and each action that such a tool performs through that access and that changes data in the client’s systems is approved beforehand by a person at EmTé inc. Artificial intelligence functions built into delivered automations run under accounts or connections in the client’s name, according to the rules and human approvals described in the statement of work and approved in writing by the client.

Any migration, import or bulk change to accounting or payroll data is first tried in a test environment or on a sample, then run in production only after the client’s written approval and its written confirmation that a recent backup exists.

Client responsibilities

Without excluding EmTé inc.’s liability for its own faults, which is governed by the “Limitation of liability” section, the client, during the engagement:

• designates in writing a person authorized to approve the scope, the acceptance criteria and each go-live;
• provides accurate and complete data and the necessary access in a timely manner, and ensures that it has the right to communicate to us the information it entrusts to us;
• unless the statement of work expressly assigns this task to EmTé inc., maintains recent, verified backups or exports of its systems and data, including accounting and payroll data, verifies that they can be restored and confirms in writing that such a backup exists before any migration, import or bulk change;
• verifies the outputs produced by the implemented systems, including amounts, entries, payroll records, remittances and draft communications, before relying on, approving, sending or paying them;
• remains responsible for its payments, its payroll, its tax and regulatory remittances and filings, including their accuracy and deadlines, and its external communications, even when a process set up by EmTé inc. prepares the information or generates reminders;
• protects its own accounts, including with multi-factor authentication, and notifies us without delay of the departure of any person with access to the systems concerned or of any security incident affecting them.

Commercial electronic messages and calls

When an engagement includes setting up the sending of emails or text messages, or calls, the client is the sender. It remains responsible for recipient consent or the applicable exemption, for identifying itself as the sender, and for the unsubscribe mechanism and the handling of unsubscribe requests required by Canada’s Anti-Spam Legislation, as well as for compliance with the CRTC Unsolicited Telecommunications Rules where they apply. As with other compliance matters, EmTé inc. does not provide legal advice on this subject.

When a configured message is a commercial electronic message subject to these requirements, EmTé inc. builds in sender identification, an unsubscribe mechanism designed to take effect without delay and in any event within the ten business days required by law, and the retention of the proof of consent provided by the client. EmTé inc. does not set up commercial messages unless the client has documented the consent or the applicable exemption, and may suspend a sending configuration that appears non-compliant to it.

Service continuity

When an engagement includes a monthly service, the configurations, automations and data concerned are hosted in the accounts in the client’s name set out in the contract, and a continuity procedure is delivered no later than go-live. This procedure describes the safe shutdown of automations, the emergency access of the person designated by the client and the takeover by its team or by the provider of its choice.

If EmTé inc. is unable to provide the service for an extended period, it notifies the client as soon as possible. The contract specifies the period after which billing for the affected service is suspended, the credit or refund of fees paid in advance for the period not served and the client’s right to end the service without penalty, in which case the exit plan applies.

Export, exit and termination

The applicable initial term and notice period are stated in the contract. For a monthly service, the client waives in the contract the right of unilateral resiliation provided for in article 2125 of the Civil Code of Québec, only to the extent necessary to honour the initial term, if any (three months for Copilote and Managed service), and the 30-day notice period. Early termination remains possible: the remaining monthly fees for the initial term or the notice period are then payable. This waiver does not apply if EmTé inc. commits a serious breach that it does not remedy within 15 days of written notice. For a Diagnostic or an implementation, the client may terminate at any time by written notice; it then pays, in accordance with article 2129 of the Civil Code of Québec, the costs and expenses incurred and the value of the work performed before the notice, and EmTé inc. returns any advances received in excess of what it has earned.

EmTé inc. ends an engagement before its term only for a serious reason, including non-payment not remedied within 15 days of written notice, a request contrary to the law or to these terms, or a serious breach by the client. After the initial term, it may also end a monthly service with 30 days’ written notice. In all cases, it acts in writing, never at an inopportune moment, and does whatever is immediately necessary to prevent a loss, including the steps of the exit plan.

At the end of the service, EmTé inc. hands over to the client its data and the documentation provided for, in the available formats and within the technical limits explained before implementation.

The exit plan specifies the accounts to be transferred, the exports, the revocation of access, the transition fees, if any, and the handling of remaining copies. Work performed, authorized expenses, variable fees consumed and non-cancellable commitments remain payable to the extent permitted by law.

Confidentiality and security

We treat the client’s information confidentially, limit access to actual need and favour revocable individual access. When the engagement involves personal information, a written data processing addendum is signed before any access to that information; it specifies, among other things, the confidentiality measures, authorized subcontractors, notice of incidents, the verifications available to the client, assistance with requests to exercise rights and destruction at the end of the engagement.

The client’s confidential data is not used to train a general EmTé inc. model and is not authorized for that purpose at a provider without express written consent, a prior assessment and appropriate contractual terms.

To carry out an engagement, EmTé inc. may use artificial intelligence tools offered by third parties. It does so only through business accounts whose terms exclude the use of submitted data to train the provider’s models. The tools used, their place of processing and the categories of information that may be submitted to them are stated in the statement of work or the data processing addendum, along with the other subcontractors; absent such an indication, no personal or confidential information of the client is submitted to them. When strict local mode is agreed, EmTé inc. likewise does not submit the data covered by that mode to a cloud artificial intelligence service.

Each party protects the other’s confidential information with at least reasonable care, uses it only for the purposes of the engagement and discloses it only to persons who need to know it and are bound by an equivalent confidentiality obligation, including its professional advisers. Confidential information includes the client’s internal data and documents, as well as EmTé inc.’s unpublished prices, methods, templates and working documents. The client may nevertheless disclose the deliverables and documentation delivered to it to the provider of its choice in order to use them, have them modified or have them maintained in accordance with its licence, provided that this provider is bound by an equivalent confidentiality obligation. This obligation continues for five years after the end of the engagement, and without time limit for personal information and trade secrets. It does not cover information that has become public through no fault of the receiving party, was already known to it without a confidentiality obligation, was lawfully received from a third party or must be disclosed under the law or by a competent authority; in the latter case, the party concerned notifies the other in advance where the law permits and discloses only what is required.

Subcontracting

EmTé inc. may engage subcontractors to perform the engagement, in accordance with article 2101 of the Civil Code of Québec; it retains direction of and responsibility for the performance. Any subcontractor who accesses the client’s systems or personal information is identified to the client in writing before such access and is bound in writing by confidentiality and security obligations at least equivalent to those of these terms and of the data processing addendum. The client may object on reasonable grounds; the parties then agree on another solution, and the affected schedules or scope are adjusted as needed. The platform providers used to perform the engagement are listed in the statement of work or the data processing addendum.

Go-live warranty

The functions to be delivered, their acceptance criteria and, where applicable, the functions designated as essential are set out in writing before the engagement begins. The go-live date is the date entered in the go-live report, which records the validation of each function against those criteria. Any non-conformity of an included function reported in writing within 30 days after that date is corrected at no charge.

The correction is made within the period set out in the statement of work or, failing that, within fifteen business days after receipt of the written notice describing the non-conformity. If a function designated as essential cannot be brought into conformity within that period, EmTé inc. refunds the portion of the implementation fees that the statement of work allocates to that function or, failing that, a portion proportional to the effort estimated for that function in the accepted proposal, together with any taxes collected on that portion, and issues a credit note. Any amount refunded on this basis counts toward the liability cap set out below.

Reasonable exclusions: scope change; request added after approval; delay by the client; incorrect or incomplete data provided by the client; outage, withdrawal or change by a third-party provider; use contrary to the operating procedure provided; business outcome; variable fees already incurred; clearly identified experimental feature; integration modified by a third party.

EmTé inc. guarantees no sales volume, revenue, amount collected, payment timeframe, savings or specific business outcome.

Limitation of liability

The applicable exclusions, limits of liability, caps and remedies are set out in the signed contract according to the scope and risk of the engagement. Unless otherwise stipulated in the contract, and subject to article 1474 of the Civil Code of Québec:

1. EmTé inc.’s total liability, for all claims and causes combined, is limited, for a Diagnostic or an implementation, to the total price set out in the applicable statement of work and, for a monthly service, to twelve times the monthly fees in effect when the event giving rise to the claim occurred, excluding variable fees and taxes;
2. EmTé inc. is not liable for loss of profits, revenue or business opportunities, for penalties, interest or charges imposed on the client by an authority or a third party, or for indirect damages;
3. EmTé inc. is not liable for any loss or alteration of data that a backup for which the client was responsible would have avoided, or for the consequences of a decision made or approved by the client, including a payment, remittance, filing or communication.

These limits do not apply to bodily or moral injury, or to material injury caused by intentional or gross fault, and do not exclude any other liability that the law does not allow to be excluded or limited. If the Consumer Protection Act applies to the contract, these limits apply only to the extent that Act permits. EmTé inc.’s fees have been set taking this allocation of risk into account.

Indemnification

The client holds EmTé inc. harmless from any third-party claim, including by a debtor, an employee or an authority, to the extent that it arises from the data, content or instructions the client provided, from a communication sent, a payment made or a decision taken or approved by the client, or from the absence of the rights or consents required to communicate information to EmTé inc. This undertaking does not apply to the extent that the claim results from a fault of EmTé inc. EmTé inc. notifies the client of the claim without delay and cooperates reasonably in the defence, which the client may direct at its own expense; no settlement imposing an admission or an obligation on EmTé inc. is concluded without its written consent.

Force majeure

Neither party is liable for any delay or non-performance caused by superior force within the meaning of article 1470 of the Civil Code of Québec. The following are treated as superior force when beyond the reasonable control of the affected party: a widespread outage or cyberattack affecting a cloud, telecommunications or power provider, a decision of a public authority, and a disaster. The affected party notifies the other without delay and takes reasonable measures to limit the effects; deadlines are extended accordingly. If the impediment lasts more than 30 days, either party may terminate the affected service by written notice, without penalty. Superior force does not relieve a party from paying for services already rendered and expenses already authorized.

Use of the website

The content of this website is provided for information purposes and constitutes neither a contractual offer nor professional advice. The prices shown are starting points in Canadian dollars, before taxes; only an accepted written proposal binds EmTé inc. Any use of the form for automated, abusive or misleading submissions is prohibited.

Language, governing law and changes

These terms and EmTé inc.’s contracts are first provided in French. After the French version has been provided, an English version may be used if the parties expressly wish to do so, to the extent permitted by the Charter of the French Language. In the event of a discrepancy, the rights granted by that Charter to the adhering party or consumer, including the right to rely on the version of their choice, remain applicable.

Terms incorporated into a contract are governed by the laws applicable in Quebec. The contract specifies the dispute resolution mechanism and the competent court; failing that, the courts of the judicial district of Montréal have jurisdiction. An update published on the website never retroactively modifies a contract already accepted without the required agreement.

Version 2026-10-05 · Last updated: October 5, 2026 · NEQ 1180780612 · contact@emte.ca