General Terms of Service

1. Introduction, Purpose and Definitions

1.1 Purpose

These General Terms of Service (hereinafter the "GTS") govern the professional service engagements (hereinafter the "Services") provided by Dilypse International Inc. ("Dilypse"), incorporated in Quebec, Canada, with its head office at 800-2000 De l'Éclipse, Brossard, Quebec, J4Z 0S2, for the benefit of the client entity identified in the applicable Statement of Work (the "Client").

These GTS supplement the Terms and Conditions of Use ("TOU") of the Dilypse Solution, available at https://www.dilypse.com/en-ca/terms-and-conditions, without replacing them. In the event of a conflict between these GTS and the TOU, the provisions of these GTS shall prevail with respect to the Services.

1.2 Acceptance

These GTS come into effect on the date of the last signature of the applicable Statement of Work. The Client's signature of the Statement of Work constitutes full and complete acceptance of these GTS.

1.3 Definitions

For the purposes of these GTS, the following terms have the meanings set out below. Terms defined in the TOU and not redefined herein retain the meanings assigned to them in the TOU.

• "Services" means all professional service engagements provided by Dilypse to the Client, as described in the applicable SOW, including but not limited to consulting, support, configuration, integration and implementation services on Third-Party Platforms.
• "SOW" or "Statement of Work" means the document appended to or referenced by these GTS, describing in detail the scope of the Services, the Deliverables, the timeline, the applicable fees and any specific conditions for the engagement in question.
• "Deliverables" means the items, documents, configurations, settings or results produced by Dilypse in the course of performing the Services, as described in the applicable SOW.
• "Third-Party Platforms" means any software, service, platform or system operated by a third party (including, without limitation, Google, Google Business Profile, Google Action Center, Meta, as well as any booking partner or third-party technology provider) on which or through which the Services are implemented.
• "Solution" retains the meaning assigned to it in the TOU and refers to the Dilypse SaaS software platform.

2. Description of Services

2.1 Scope

The precise scope of the Services is defined in each applicable SOW. These GTS establish the general contractual framework applicable to all professional service engagements by Dilypse.

The Services may include, as specified in the applicable SOW:

(i) Audit and analysis of the Client's needs;

(ii) Strategic advice and recommendations;

(iii) Configuration, setup and integration of solutions on Third-Party Platforms;

(iv) Implementation of specific features (booking buttons, integrations, connectors, etc.);

(v) Training and knowledge transfer;

(vi) Post-implementation follow-up and support, for the duration specified in the SOW.

2.2 Exclusions

Unless expressly stated otherwise in the applicable SOW, the Services do not include:

(i) The provision, maintenance or support of the Dilypse Solution (governed by the TOU);

(ii) Custom software development;

(iii) Ongoing management of the Client's accounts on Third-Party Platforms after the support period;

(iv) Any service not expressly described in the applicable SOW.

2.3 Scope Changes

Any request by the Client to modify or extend the scope of Services defined in the SOW shall be subject to a written amendment signed by both parties and may result in an adjustment to the Fees and timeline.

3. Obligations of Dilypse

3.1 Best Efforts Obligation

Dilypse undertakes to perform the Services with diligence and professionalism, in accordance with industry standards and generally recognized best practices. Dilypse's obligations under these GTS constitute best efforts obligations and not obligations of result.

In particular, the Client acknowledges and agrees that:

(i) Dilypse cannot guarantee the approval, activation or maintenance of features by Third-Party Platforms, as such decisions rest exclusively with said platforms;

(ii) Dilypse cannot guarantee any specific outcome in terms of performance, visibility, ranking, booking volume or return on investment;

(iii) Execution timelines may be influenced by factors beyond Dilypse's reasonable control, including processing times of Third-Party Platforms.

3.2 Qualified Personnel

Dilypse undertakes to assign personnel with the necessary skills and experience to perform the Services. Dilypse retains full discretion over the organization of its resources and may replace any team member assigned to the Services, provided that such replacement does not substantially affect the quality of the Services.

3.3 Information and Advice

Dilypse undertakes to inform the Client of any matter likely to affect the proper performance of the Services, including but not limited to:

(i) Technical or administrative prerequisites;

(ii) Identified risks related to Third-Party Platforms;

(iii) Changes in policies or terms of Third-Party Platforms that come to Dilypse's attention.

4. Obligations of the Client

4.1 Collaboration and Availability

The Client undertakes to actively collaborate with Dilypse and to provide, within the agreed timelines, all elements, information, access and resources necessary for the proper performance of the Services, including but not limited to:

(i) Access to the Client's accounts, platforms, tools and systems required for the performance of the Services (including, without limitation, administrator access to Google Business Profile accounts, Google Merchant Center, booking systems and any other relevant Third-Party Platform);

(ii) Business information, content, visuals, data and documents as needed;

(iii) The appointment of a primary contact person with the necessary decision-making authority to approve Deliverables and directions proposed by Dilypse;

(iv) Feedback and approvals within a reasonable period not exceeding ten (10) business days, unless a different period is agreed upon in the SOW.

4.2 Accuracy of Information

The Client warrants the accuracy, completeness and legality of all information, content and data provided to Dilypse in connection with the Services. Dilypse shall not be held liable for any delay, defect or unsatisfactory result arising from inaccurate, incomplete or late information provided by the Client.

4.3 Compliance with Third-Party Platforms

The Client undertakes to:

(i) Comply with the terms of use, policies and guidelines of the Third-Party Platforms involved in the Services;

(ii) Maintain active accounts, licenses and subscriptions with the relevant Third-Party Platforms;

(iii) Not take, without prior consultation with Dilypse, any action likely to compromise the configurations or settings implemented as part of the Services.

4.4 Consequences of Non-Compliance

Any failure by the Client to meet its obligations under this Section 4, including any delay in providing required elements, may result in:

(i) A proportional extension of the Service execution timelines;

(ii) Additional fees if the failure generates additional work for Dilypse;

(iii) In the event of persistent non-compliance despite a written notice that remains unaddressed for fifteen (15) days, the suspension or termination of the Services in accordance with Section 10 hereof.

5. Third-Party Platforms

5.1 Independence of Third-Party Platforms

The Client acknowledges and agrees that Third-Party Platforms are operated by entities independent of Dilypse and that Dilypse has no control over:

(i) The policies, terms of use, eligibility criteria or approval processes of Third-Party Platforms;

(ii) The processing, validation or activation timelines of Third-Party Platforms;

(iii) Any modifications, updates, interruptions or discontinuation of features by Third-Party Platforms;

(iv) Any decisions of refusal, suspension or termination made by Third-Party Platforms against the Client.

5.2 No Warranty

Dilypse does not under any circumstances guarantee the approval, activation, continued availability or proper functioning of features implemented on Third-Party Platforms. Dilypse's services consist of supporting the Client in the configuration and implementation according to best practices known at the date of performance, without being able to guarantee the final outcome, which remains at the sole discretion of the Third-Party Platforms.

5.3 Changes to Third-Party Platforms

In the event of a substantial change to the terms, policies, features or interfaces of Third-Party Platforms occurring during the performance of the Services and significantly affecting the scope or feasibility of the Services:

(i) Dilypse shall inform the Client as soon as reasonably practicable;

(ii) The parties shall consult in good faith to adapt the scope and timeline of the Services;

(iii) If the adaptation requires significant additional work, an amendment to the SOW shall be proposed to the Client;

(iv) If the changes render the Services impossible or without purpose, the parties may agree to terminate the applicable SOW. In such case, the Client shall only be liable for Fees corresponding to Services actually performed as of the termination date.

5.4 Suspension Due to Third-Party Platform Delays

When the performance of the Services is blocked due to a processing delay, pending validation, awaiting a response from a support service or an action required by a Third-Party Platform (hereinafter a "Third-Party Waiting Period"):

(i) Dilypse shall inform the Client in writing as soon as reasonably practicable, specifying the nature of the blockage and, to the extent possible, the estimated resolution timeline;

(ii) Dilypse's obligations with respect to execution and delivery timelines shall be automatically suspended for the entire duration of the Third-Party Waiting Period. The timeline shall be extended by a period equal to the Third-Party Waiting Period, and such extension shall not constitute a breach of Dilypse's obligations;

(iii) Dilypse undertakes to make reasonable follow-up efforts with the Third-Party Platform and to keep the Client informed of progress through regular status updates (at least once per month during the Third-Party Waiting Period);

(iv) If the Third-Party Waiting Period exceeds sixty (60) consecutive days, either party may, by written notice to the other party, request a revision of the SOW. The parties shall then consult in good faith to agree on one of the following options:

(a) Continuation of the Services with a revised timeline;

(b) Reduction of the scope of Services to exclude items dependent on the blocking Third-Party Platform, with an adjustment of Fees as applicable;

(c) Termination of the SOW in accordance with Section 10.4 hereof.

(d) If the Third-Party Waiting Period exceeds one hundred and twenty (120) consecutive days and no agreement has been reached under subsection (iv), either party may terminate the SOW as of right by giving fifteen (15) days' written notice. The Client shall only be liable for Fees corresponding to Services actually performed.

5.5 Resumption Fees and Extended Follow-Up

When the Services are suspended due to a Third-Party Waiting Period under Section 5.4 and resumption of work requires an effort to re-establish context, re-verify configurations or re-adapt to changes that occurred during the suspension:

(i) If the Third-Party Waiting Period does not exceed thirty (30) days, resumption costs are included in the SOW Fees;

(ii) If the Third-Party Waiting Period exceeds thirty (30) days, Dilypse may charge reasonable resumption fees, based on the rates agreed upon in the SOW or, failing that, its standard rates in effect. Dilypse shall provide the Client with a prior estimate of such resumption fees before incurring them.

5.6 Third-Party Platform Fees

Unless expressly stated otherwise in the SOW, fees, subscriptions, licenses or commissions required by Third-Party Platforms are not included in the Service Fees and remain the sole responsibility of the Client.

6. Deliverables and Acceptance

6.1 Delivery

Dilypse shall deliver to the Client the Deliverables defined in the applicable SOW, according to the agreed timeline (subject to adjustments provided for in Sections 4.4 and 7).

6.2 Acceptance Process

Upon receipt of each Deliverable (or set of Deliverables constituting a milestone identified in the SOW), the Client shall have ten (10) business days to:

(i) Accept the Deliverable, by written notification or by any action implying its use in production;

(ii) Raise objections, by written notification detailing in a precise and substantiated manner the non-conformities identified in relation to the scope defined in the SOW.

6.3 Deemed Acceptance

In the absence of written notification from the Client within ten (10) business days following delivery, the Deliverable shall be deemed accepted without objection.

6.4 Correction of Objections

In the event of justified objections (i.e., relating to a confirmed non-conformity with respect to the scope of the SOW), Dilypse undertakes to make the necessary corrections within a reasonable timeframe. A new acceptance cycle of five (5) business days shall apply to the corrections.

6.5 Limitations on Objections

The following do not constitute valid objections:

(i) Requests for changes or modifications to the scope defined in the SOW;

(ii) Malfunctions attributable to Third-Party Platforms, the Client's hardware or systems;

(iii) Dissatisfaction with results not guaranteed under Section 3.1.

7. Timeline and Deadlines

7.1 Indicative Nature

Unless expressly stated otherwise in the SOW qualifying a deadline as "firm" or "mandatory," timelines communicated by Dilypse are provided on an indicative basis and do not constitute firm commitments.

7.2 Adjustment Factors

Timelines may be adjusted proportionally in the event of:

(i) Delay by the Client in providing required elements, access or approvals;

(ii) Processing delays by Third-Party Platforms, including any Third-Party Waiting Period as defined in Section 5.4 (in which case timelines are automatically suspended for an equivalent duration);

(iii) Changes to the scope of Services agreed upon by the parties;

(iv) A force majeure event as defined in Section 22.4 of the TOU.

7.3 Calculation of Timelines

Execution timelines are calculated in business days. Periods during which the performance of the Services is suspended under Section 5.4 (Third-Party Waiting Period) or Section 4.4 (Client non-compliance) are not counted in the calculation of execution timelines.

7.4 Communication

Dilypse undertakes to inform the Client of any foreseeable delay and its causes as soon as it becomes aware of them. In the event of a Third-Party Waiting Period, Dilypse shall provide status updates in accordance with Section 5.4(iii).

8. Fees and Payment

8.1 Service Fees

The Client agrees to pay the Service fees (the "Fees") as defined in the applicable SOW. The Fees may be structured according to one or more of the following methods, as specified in the SOW:

(i) Fixed fee: a lump sum for all Services described in the SOW;

(ii) Milestone-based: amounts associated with the completion of milestones or phases defined in the SOW;

(iii) Time and materials: billing based on time spent, at the hourly or daily rates agreed upon in the SOW;

(iv) Recurring fees: periodic amounts for ongoing support or follow-up services.

8.2 Deposit

A deposit, the percentage of which is specified in the applicable SOW (which may be up to the full amount of the Fees), is due upon signature of the SOW. Unless otherwise specified in the SOW, the deposit corresponds to one hundred percent (100%) of the total Fees. Performance of the Services shall commence upon receipt of the deposit.

8.3 Payment Terms

Invoices are payable within thirty (30) days of their date of issue, unless otherwise specified in the SOW. The provisions of Sections 16.2 (non-refundability, full amount), 16.4 (default of payment), 16.5 (interest), 16.6 (currency) and 16.7 (taxes) of the TOU shall apply mutatis mutandis to the Service Fees.

8.4 Additional Work

Any work falling outside the scope defined in the SOW and requested by the Client shall be subject to a supplementary quote pre-approved by the Client. Dilypse is not required to perform additional work without written agreement on the corresponding Fees.

9. Intellectual Property

9.1 Deliverables

Subject to full payment of the Fees, the Client shall be granted the following rights over the Deliverables:

(i) Configurations and settings: configurations, settings and content specifically created for the Client as part of the Services are the property of the Client;

(ii) Documents and materials: documents, guides and training materials specifically created for the Client as part of the Services are the property of the Client.

9.2 Dilypse's Property

The following remain the exclusive property of Dilypse:

(i) The methodologies, processes, know-how, tools, templates, frameworks and best practices used or developed by Dilypse, including in the course of performing the Services;

(ii) The Solution and all of its components, in accordance with Section 15 of the TOU;

(iii) Any code, script, tool or software component developed by Dilypse for reuse in the course of its business.

9.3 License on Dilypse Tools

To the extent that the Deliverables incorporate proprietary tools or components of Dilypse referred to in Section 9.2, Dilypse grants the Client a non-exclusive, non-transferable, non-sublicensable license to use such elements, limited to the use of the Deliverables for the Client's internal purposes.

10. Term and Termination

10.1 Term

These GTS come into effect on the date of signature of the first applicable SOW and remain in effect as long as a SOW is being performed or obligations remain between the parties.

Each SOW has its own term, as specified therein.

10.2 Termination of a SOW by the Client

The Client may terminate a SOW at any time by providing thirty (30) days' prior written notice. In the event of early termination by the Client:

(i) The Client shall be liable for all Fees corresponding to Services actually performed as of the effective date of termination;

(ii) The Client shall be liable for costs incurred by Dilypse that cannot reasonably be cancelled or recovered;

(iii) Any deposit paid shall be retained by Dilypse and applied against amounts due under subsections (i) and (ii).

10.3 Termination for Breach

Either party may terminate a SOW in the event of a material breach by the other party of its obligations, which remains uncured within thirty (30) days following a written notice of default detailing the breach in question.

10.4 Termination for Impossibility

In the event that the performance of the Services becomes impossible due to a change in the policies or features of a Third-Party Platform in accordance with Section 5.3(iv), the parties may agree to terminate the SOW. The Client shall only be liable for Fees corresponding to Services actually performed.

10.5 Effects of Termination

Upon termination of a SOW:

(i) Dilypse shall deliver to the Client all completed Deliverables and work in progress as of the termination date, subject to payment of the corresponding Fees;

(ii) Each party shall return or destroy the Confidential Information of the other party in accordance with Section 11;

(iii) Sections 5, 9, 11, 12 and 13 shall survive termination.

11. Confidentiality

The provisions of Section 18 of the TOU (Confidentiality) shall apply mutatis mutandis to Confidential Information exchanged in connection with the Services, including but not limited to access credentials, business and strategic data of the Client communicated to Dilypse for the performance of the Services.

12. Limitation of Liability

12.1 Reference to TOU

The provisions of Sections 19 (Disclaimer of Warranties) and 20 (Limitation of Liability; Indemnification) of the TOU shall apply mutatis mutandis to the Services, subject to the following clarifications.

12.2 Liability Cap

Dilypse's aggregate liability for all claims relating to a SOW is limited to the amount of Fees actually paid by the Client under said SOW during the twelve (12) month period preceding the event giving rise to the claim.

12.3 Specific Exclusions

Without limiting the scope of Sections 19 and 20 of the TOU, Dilypse shall under no circumstances be held liable for:

(i) Any loss, damage or prejudice resulting from a decision, action or inaction of a Third-Party Platform, including refusal of approval, suspension, modification or discontinuation of features;

(ii) Any loss of revenue, bookings, clients or business opportunities, whether such losses are direct or indirect;

(iii) Any damage resulting from inaccurate, incomplete or late information provided by the Client;

(iv) Any damage resulting from modifications made by the Client or a third party to configurations implemented by Dilypse as part of the Services, without Dilypse's prior approval.

13. General Provisions

13.1 Reference to TOU

The following provisions of the TOU shall apply mutatis mutandis to these GTS and the Services: Section 2 (Contact Us), Section 9 (Privacy Policy), Section 14 (External Links), Section 21 (Artificial Intelligence), Section 22 (General Provisions, including entirety, amendments, force majeure, governing law, jurisdiction, language, assignment, severability, waiver and compliance with laws).

13.2 Relationship Between the Parties

These GTS do not create any relationship of partnership, joint venture, mandate, franchise, agency or employment between the parties. Dilypse acts as an independent contractor.

13.3 Non-Solicitation

During the performance of the Services and for a period of twelve (12) months following their completion, each party shall refrain from soliciting or hiring, directly or indirectly, any employee or subcontractor of the other party who participated in the performance of the Services, without the prior written consent of the other party.

13.4 Order of Priority

In the event of a conflict between the contractual documents, the following order of priority shall apply:

(i) The applicable SOW (specific terms);

(ii) These GTS (general terms of service);

(iii) The TOU (terms and conditions of use of the Solution).

13.5 Entire Agreement

These GTS, together with the applicable SOWs and the TOU, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements, discussions or negotiations relating to the Services.

These GTS are governed by the laws of the Province of Quebec, Canada, in accordance with Section 22.5 of the TOU.