Terms of Service.

These Terms of Service ("Terms") govern access to and use of the website at quebec.inc and any services provided by 9517-2417 Québec Inc., doing business as Québec Inc. ("Québec Inc.", "we", "our", or "us"), a corporation duly constituted under the laws of the Province of Québec, Canada, with its principal office at 719 rue Egan, Montréal, QC H4H 1W6, Canada.

By accessing this website or engaging Québec Inc. for services, you agree to be bound by these Terms. If you do not agree, do not use the website or our services.

Québec Inc. provides marketing, advertising, business development, and growth-consulting services to business clients, including:

• ·Paid acquisition strategy and execution (Google Ads, Meta, LinkedIn, YouTube, and similar channels)
• ·Lead generation, conversion engineering, and offer design
• ·Outbound business development, partnership programs, and account-based marketing
• ·End-to-end client acquisition, go-to-market consulting, and lifecycle programs
• ·Audits, diagnostics, and written strategic plans

Specific scope, deliverables, fees, and timing for each engagement are set out in a separate Statement of Work (SOW), Engagement Letter, or Order Form executed between you and Québec Inc.

An engagement is formed when (i) you sign or otherwise accept a Statement of Work or Engagement Letter and (ii) Québec Inc. countersigns. Each SOW, when executed, is incorporated into and forms part of these Terms.

If there is a conflict between an SOW and these Terms, the SOW prevails for the engagement to which it relates.

Fees are quoted in Canadian dollars (CAD) unless an SOW specifies otherwise. Recurring retainers are invoiced on the first business day of each month and payable net-15. Fixed-fee projects are invoiced 50% on signing and 50% on delivery, unless an SOW specifies different milestones.

All fees are exclusive of applicable taxes (including GST/TPS and QST/TVQ in Québec, and any equivalent tax in your jurisdiction), which will be added to invoices where required by law.

Third-party costs — including, without limitation, advertising spend on Google, Meta, LinkedIn and similar platforms, software subscriptions, creative production fees, and travel — are billed at cost as pass-through expenses, separately itemized.

Payment is accepted by credit card, ACH transfer, EFT, wire transfer, or any other method we make available, including processing through our payment processor (Stripe). Late payments accrue interest at 1.5% per month (19.56% per annum), or the maximum rate permitted by law, whichever is lower.

Recurring retainers continue on a month-to-month basis after any initial minimum period stated in the SOW (typically three months). Either party may terminate a recurring engagement on thirty (30) calendar days' written notice, effective at the end of the then-current billing month.

Either party may terminate the engagement immediately if the other party (i) materially breaches the Terms or SOW and fails to cure within fifteen (15) days of written notice, or (ii) becomes insolvent, files for bankruptcy, or ceases to carry on business in the ordinary course.

On termination, you remain responsible for fees and pass-through costs incurred up to the effective termination date. Refund and credit treatment is governed by our Refund & Engagement Terms.

To do our work effectively, you agree to:

• ·Provide reasonably prompt access to required accounts, analytics, ad platforms, CRMs, and other systems
• ·Provide accurate and timely brand assets, factual product information, pricing, and approvals
• ·Designate a primary point of contact authorized to make decisions on your behalf
• ·Comply with all applicable laws, including advertising standards, consumer protection, anti-spam (CASL), and data protection laws relevant to your business

Delays or failures by you to provide the foregoing may extend project timelines and do not relieve your payment obligations.

Each party retains ownership of its pre-existing intellectual property. On full payment of all amounts due under an SOW, Québec Inc. assigns to you all right, title, and interest in the final, client-specific deliverables created for you under that SOW, excluding any third-party materials and any of our pre-existing or generally applicable methodologies, templates, frameworks, code, models, and know-how (collectively, our "Tools").

We retain ownership of our Tools and grant you a non-exclusive, perpetual, royalty-free license to use them solely as embedded in or necessary to use the deliverables.

We may, with your written consent (not to be unreasonably withheld), reference your name, logo, and high-level engagement results for marketing and case-study purposes.

Each party agrees to keep confidential all non-public information disclosed by the other party that is marked as confidential or that a reasonable person would understand to be confidential, and to use such information only as necessary to perform under or evaluate the engagement.

Confidentiality obligations survive termination of the engagement for a period of three (3) years, except for information that constitutes a trade secret, which is protected for as long as it remains a trade secret under applicable law.

Québec Inc. warrants that it will perform services in a professional, workmanlike manner consistent with prevailing industry standards.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, OUR SERVICES AND THIS WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DO NOT WARRANT ANY SPECIFIC BUSINESS OUTCOME, RETURN ON AD SPEND, LEAD VOLUME, REVENUE, OR FINANCIAL RESULT. PERFORMANCE OF MARKETING AND ADVERTISING DEPENDS ON FACTORS OUTSIDE OUR CONTROL, INCLUDING THIRD-PARTY PLATFORM POLICIES, MARKET CONDITIONS, AND CLIENT-CONTROLLED INPUTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATED TO THE ENGAGEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH AN ENGAGEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO QUÉBEC INC. UNDER THE APPLICABLE SOW IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or gross negligence.

These Terms and any engagement are governed by the laws of the Province of Québec, Canada, and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

The parties agree to submit to the exclusive jurisdiction of the courts of the District of Montréal, Québec, for any dispute arising under these Terms, without prejudice to either party's right to seek injunctive relief in any court of competent jurisdiction.

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute in good faith through written notice and a meeting between senior representatives within thirty (30) days of such notice.

We may update these Terms from time to time. The updated version will be posted on this page with a revised "Last updated" date. For active engagements, material changes will be communicated to you in writing and apply on a forward-going basis.

Questions about these Terms can be sent to hello@quebec.inc or by mail to 9517-2417 Québec Inc., 719 rue Egan, Montréal, QC H4H 1W6, Canada.