Terms of Service

1. Definitions

• "AIMPACT," "we," "us," or "our" refers to AIMPACT Consulting, located in Montreal, Quebec, Canada
• "Client," "you," or "your" refers to the individual or organization accessing our website or using our services
• "Services" refers to all consulting, training, managed IT services, and other professional services provided by AIMPACT
• "Website" refers to https://www.aimpactconsult.com and all associated pages
• "Agreement" refers to any service contract, statement of work, or engagement letter between AIMPACT and the Client

2. Acceptance of Terms

By accessing our website or engaging our services, you:

• Acknowledge that you have read, understood, and agree to these Terms
• Represent that you are at least 18 years of age
• Have the authority to bind your organization (if applicable)
• Agree to comply with all applicable laws and regulations

If you do not agree to these Terms, you must not use our website or services.

3. Services Overview

AIMPACT provides professional consulting services including, but not limited to:

• Microsoft 365 and cloud migration services
• AI adoption strategy and Copilot enablement
• Governance, security, and compliance assessments
• Training programs for Microsoft 365 applications and AI tools
• Managed IT services (MSP packages)
• Change management and user enablement
• SharePoint and Teams optimization

4. Service Agreements

4.1 Engagement Process

Services are provided under specific agreements that outline:

• Scope of work and deliverables
• Timeline and milestones
• Fees and payment terms
• Responsibilities of both parties
• Specific terms and conditions

4.2 Service Models

We offer flexible engagement models:

• Project-Based: Fixed scope with defined deliverables
• Hourly: Time and materials billing
• Prepaid Blocks: Discounted hourly rates with prepayment
• Monthly Management Plans: Ongoing MSP services with monthly billing

4.3 Modifications

Any changes to the scope of services must be agreed upon in writing by both parties and may result in adjusted fees and timelines.

5. Fees and Payment

5.1 Pricing

All fees are quoted in Canadian Dollars (CAD) unless otherwise specified. Pricing is subject to change with 30 days' notice for ongoing services.

5.2 Payment Terms

• Invoices are due within 30 days of issuance unless otherwise specified
• Late payments may incur interest at 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower
• We reserve the right to suspend services for accounts more than 30 days overdue
• Prepaid services must be paid in full before work commences

5.3 Taxes

All fees are exclusive of applicable taxes. Clients are responsible for all federal and provincial taxes, including GST/HST and QST, as required by law.

5.4 Expenses

Reasonable out-of-pocket expenses (travel, accommodations, materials) will be billed separately with prior approval.

6. Client Responsibilities

To ensure successful service delivery, clients agree to:

• Provide timely access to systems, data, and personnel
• Respond promptly to requests for information and approvals
• Maintain current backups of all data
• Comply with security policies and best practices
• Designate a primary point of contact
• Attend scheduled meetings and training sessions
• Provide accurate and complete information
• Maintain appropriate licenses for software and services

7. Intellectual Property

7.1 AIMPACT Property

All materials, methodologies, frameworks, templates, and tools developed by AIMPACT prior to or independent of client engagements remain the exclusive property of AIMPACT.

7.2 Client Property

All client data, documents, and pre-existing intellectual property remain the property of the client.

7.3 Work Product

Deliverables created specifically for a client under a service agreement become the property of the client upon full payment, subject to AIMPACT's right to retain copies for our records and use non-confidential elements for future work.

7.4 Third-Party Property

Microsoft, Copilot, and other third-party trademarks, logos, and intellectual property remain the property of their respective owners.

8. Confidentiality

8.1 Confidential Information

Both parties agree to protect confidential information, including:

• Business strategies and financial information
• Technical data and system configurations
• Customer and employee information
• Proprietary methodologies and processes

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was known prior to disclosure
• Is independently developed
• Must be disclosed by law or court order

8.3 Duration

Confidentiality obligations survive for 5 years after termination of the service agreement.

9. Data Protection and Privacy

We are committed to protecting your personal information in accordance with:

• Quebec's Act respecting the protection of personal information in the private sector (Law 25)
• Canada's Personal Information Protection and Electronic Documents Act (PIPEDA)
• Our Privacy Policy (available on our website)

By using our services, you consent to our collection, use, and disclosure of information as described in our Privacy Policy.

10. Warranties and Disclaimers

10.1 Our Warranties

AIMPACT warrants that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary expertise and qualifications
• We will comply with applicable laws and regulations
• We hold relevant Microsoft certifications (AI-900, AZ-900, MS-900)

10.2 Disclaimers

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability or fitness for a particular purpose
• Guarantees of specific results or outcomes
• Uninterrupted or error-free service
• Compatibility with all systems or software

10.3 Third-Party Services

We are not responsible for the performance, availability, or functionality of third-party services (Microsoft 365, Azure, etc.), though we will use reasonable efforts to assist with issues.

11. Limitation of Liability

11.1 Maximum Liability

To the maximum extent permitted by law, AIMPACT's total liability for any claims arising from services shall not exceed the fees paid by the client for the specific services giving rise to the claim in the 12 months preceding the claim.

11.2 Excluded Damages

IN NO EVENT SHALL AIMPACT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of substitute services
• Business interruption

11.3 Exceptions

These limitations do not apply to:

• Gross negligence or willful misconduct
• Fraud or fraudulent misrepresentation
• Death or personal injury caused by our negligence
• Liabilities that cannot be excluded by law

12. Indemnification

Client agrees to indemnify and hold AIMPACT harmless from claims, damages, and expenses arising from:

• Client's breach of these Terms or any service agreement
• Client's violation of applicable laws or regulations
• Client's misuse of our services or deliverables
• Third-party claims related to client's business operations

13. Term and Termination

13.1 Term

These Terms remain in effect while you use our website or services.

13.2 Termination by Client

• Project-Based Services: Client may terminate with written notice; fees for completed work and non-refundable expenses are due
• Monthly Services: 30 days' written notice required (60 days for annual contracts)
• Prepaid Services: No refunds for unused prepaid hours unless otherwise agreed

13.3 Termination by AIMPACT

We may terminate services immediately if:

• Client breaches these Terms or any service agreement
• Payment is more than 30 days overdue
• Client engages in illegal or unethical conduct
• Continuing the relationship is not feasible

13.4 Effect of Termination

Upon termination:

• All outstanding fees become immediately due
• AIMPACT will provide completed deliverables upon payment
• Client must return or destroy AIMPACT confidential information
• Provisions regarding confidentiality, intellectual property, and liability survive

14. Website Use

14.1 Permitted Use

You may use our website for lawful purposes to:

• Learn about our services
• Contact us for inquiries
• Access resources and information we provide

14.2 Prohibited Activities

You may not:

• Use automated systems (bots, scrapers) without permission
• Attempt to gain unauthorized access to our systems
• Transmit viruses, malware, or harmful code
• Interfere with website functionality or security
• Copy, modify, or distribute website content without permission
• Use our website for illegal purposes
• Impersonate AIMPACT or misrepresent your relationship with us

15. Dispute Resolution (Quebec Law)

15.1 Governing Law

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

15.2 Jurisdiction

Any disputes shall be subject to the exclusive jurisdiction of the courts of Quebec, sitting in Montreal.

15.3 Negotiation

Before initiating legal proceedings, parties agree to attempt to resolve disputes through good-faith negotiation for 30 days.

15.4 Mediation

If negotiation fails, parties may agree to mediation before pursuing litigation.

15.5 Consumer Rights

Nothing in these Terms limits consumer rights under Quebec's Consumer Protection Act.

16. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including:

• Natural disasters, pandemics, or acts of God
• War, terrorism, or civil unrest
• Government actions or regulations
• Internet or telecommunications failures
• Third-party service outages (Microsoft, cloud providers)

Affected parties must provide prompt notice and use reasonable efforts to resume performance.

17. Service Level Agreements (MSP Services)

For clients with Managed IT Services agreements:

17.1 Response Times

• Critical Issues: 2-hour response during business hours
• Standard Issues: 4-hour response during business hours
• Business Hours: Monday-Friday, 9:00 AM - 5:00 PM EST, excluding Quebec statutory holidays

17.2 Service Availability

We strive for 99% availability of monitoring and support systems, excluding scheduled maintenance.

17.3 Exclusions

SLAs do not apply to:

• Issues caused by client actions or third-party services
• Force majeure events
• Services explicitly excluded from the agreement

18. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective:

• Immediately upon posting on our website for new users
• 30 days after notification for existing clients

Continued use of our services after changes constitutes acceptance. Material changes will be communicated via email to registered clients.

19. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Invalid provisions shall be modified to the minimum extent necessary to make them valid and enforceable.

20. Entire Agreement

These Terms, together with our Privacy Policy and any specific service agreements, constitute the entire agreement between you and AIMPACT regarding the use of our website and services, superseding all prior agreements and understandings.

21. Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Waivers must be in writing to be effective.

22. Assignment

You may not assign or transfer these Terms or any service agreement without our prior written consent. AIMPACT may assign these Terms in connection with a merger, acquisition, or sale of assets.

23. Independent Contractor

AIMPACT is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.

24. Language

These Terms are drafted in English. If translated, the English version shall prevail in case of discrepancies. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais. (The parties have requested that this agreement and all related documents be drafted in English.)

25. Contact Information

For questions about these Terms, please contact us:

26. Acknowledgment

By using our website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy.