Terms and condition of sale

SERVICE AGREEMENT 

By and between:

VIGILANCE SANTÉ INC. (hereinafter “Vigilance”, “we” or “our”) having its head office at 202-440 Notre-Dame Street, Repentigny, Quebec, J6A 2T4, Canada;

And:

YOU (hereinafter the “Client”, “you” or “your”), the individual or legal entity (such as a corporation) that has previously proceeded with its/his/her registration on the online platform for access to Vigilance services (the “Platform” and the “Services”), whose contact information is provided in the order confirmation email sent by Vigilance (the "Confirmation"). 

By entering into this Agreement (as hereinafter defined), the Client confirms having read and accepted the attached Terms and Conditions for the Use of Information Assetsand Privacy Policy, which are incorporated by reference. Together with the terms and conditions herein, the Confirmation, the Terms and Conditions for the Use of Information Assetsand the Privacy Policy form the agreement between you and Vigilance (the “Agreement”).

Before using the Platform, we invite you to read this Agreement carefully and to print a copy for your records.

The terms and conditions of this Agreement govern any license giving access to the Services, whether through the software as a service, the mobile application or the Web application.

The Client may contact Vigilance using the following contact information: 

       Telephone : (450) 582-3917 or 1-844-582-3917

       Email : info@vigilance.ca

       Fax : (450) 582-6106

PART I: Purpose and Cost

1. Services. In consideration of the price payable in accordance with paragraph 2) below and compliance with the General Terms and Conditions for the Use of Information Assets, Vigilance grants the Client the limited, non-transferable and non-exclusive right to access and use the Vigilance Services, i.e. remote access to all banks and information systems, in accordance with the option chosen and whose characteristics are described in more detail in the Confirmation. 

To find out the rates for the use of services not covered by this Agreement or to add them to your subscription, you may refer to the Vigilance Web site. You can add such additional services by using the “my account” section of the Platform and selecting the services you wish to add to your subscription.

2. Price. The cost of the Services is as detailed in the Confirmation, plus applicable taxes. For the purposes of this payment, you will be redirected to an external PayPal Canada Co transaction platform called Braintree. At the time of the transaction, you will also be subject to the terms and conditions of use of this external transactional platform. The payment methods offered by Braintree are as follows: Visa, MasterCard and American Express. 

Payments will be made on a monthly, quarterly or annual basis, depending on the option chosen at subscription.

3. Formation of the Agreement. The Agreement is formed on the date and at the time you accept the terms of the Agreement and provide a valid credit card number when required, being immediately upon subscription to the Platform, on the date indicated in the Confirmation. Access to the Platform will be activated upon transmission of the Confirmation and will remain functional for the duration of the Agreement. The Agreement is concluded at the physical address provided at the time of your subscription and as it appears in the Confirmation.

4. Term and renewal. The term of the Agreement is the term set forth in the Confirmation. Between the ninetieth (90th) and sixtieth (60th) day prior to the expiry date of the Agreement, Vigilance will send you a written notice reminding you of the end date of the Agreement. After this date, if you have not terminated the Agreement in accordance with the terms of Part III of the Agreement, the Agreement will be renewed for an indefinite period. Vigilance reserves the right not to renew the Agreement when it expires and reserves the right to terminate it at its sole discretion at any time, upon sixty- (60) day notice, if the Agreement has been renewed for an indefinite period of time.

5. Failure to comply with these terms and conditions. In the event that Vigilance finds that the Client is in default under the terms of the Agreement, Vigilance reserves the right to suspend its access to the Platform by means of a written notice to that effect, without otherwise restricting Vigilance's right to terminate the Agreement. The Client may then be temporarily unable to access the Platform, Services, account information, data and any other resources related to the Services. Vigilance will only restore the Services for the Client once the default has been remedied unless an agreement to this effect has been reached with the Client.

PART II : Technical Terms of Access to the Platform

Equipment required. In order to access the Services, you must have at your disposal the functional equipment described below.

1. A computer, smartphone or tablet sufficient to support the following items:
   1. Activation:
      1. Javascript; and
      2. Cookies.
   2. A compatible browser, i.e. an up-to-date version of one of the following browsers:
      1. Safari on MacOS or iOS;
      2. Internet Explorer version 11 on Windows, Mac, Linux, Android or iOS;
      3. Microsoft Edge on Windows, Mac, Linux, Android or iOS; or
      4. Chrome on Windows, Mac, Linux, Android or iOS.

2. An Internet connection with a minimum required speed of 5 Mbps downstream and upstream, the capacity of which is available at the time the Clientc wishes to use the Services.

PART III : Termination

The Client may, at any time and at its own discretion, terminate the Agreement by sending a written notice to Vigilance at Vigilance's  address above or by using the “my account” section of the Platform allowing unsubscribing. Failure by the Client to pay the subscription fees, whether due to the invalidity of the credit card provided in accordance with Part I or otherwise, shall result in the termination of the Agreement unless the Client remedies this default within fifteen (15) days of a notice to this effect by Vigilance. 

If the Client decides to terminate the Agreement before the end of the term set out in the Confirmation, Vigilance shall be entitled to demand payment up to the date the notice of termination is sent and, as a penalty, the lesser of fifty dollars ($50) or an amount representing no more than ten percent (10%) of the price of the Services not provided to the Client. 

PART IV : General Provisions

1. Modification. Vigilance may amend this Agreement (including, in particular, the Terms and Conditions for the Use of Information Assets and the Privacy Policy, as well as the technical terms and conditions of access to the Platform, and, if it is renewed for an indefinite period, the price of the Services), in particular to reflect any change in any law applicable to the Services or to personal information or any minor modification made to the Services. Vigilance will send you a written notice at least thirty (30) days before the changes take effect, said notice will have to be approved before you can continue using the Services. If you do not agree to such changes, then you will be deemed to have terminated the Agreement. 

2. Governing law and Attornment. Subject to the laws of public order, the Agreement shall be governed by the laws of the Province of Quebec and the laws of Canada applicable therein. Any dispute between you and Vigilance arising from the Agreement shall be subject to the exclusive jurisdiction of the courts of the Province of Quebec.

3. Acknowledgement. Prior to entering into the Agreement, the Client acknowledges that he/she has reviewed all of the terms and conditions of the Agreement, the Terms and Conditions for the Use of Information Assets, the Privacy Policy and the Confirmation, and has not identified any errors that would require correction, and acknowledges that he/she has been expressly given the opportunity to accept or decline the offer.