Terms of service

These terms and conditions constitute the valid, complete and binding contract between you and SLV Expert (hereafter the «Contract»).

All Appendices, Orders and special conditions, if any, are an integral part of this Contract and govern your access to our Platform and Services.

By accessing our website, Portal or by or retaining our Services, you (hereafter the «Client») acknowledge having read, understood and accepted this Contract. In the event of a conflict between this Contract and an Order, the provisions of the Order shall govern.

1. Definitions

«Client» refers to any person or entity that has retained the services of SLV Expert trough an Order.

«Order» refers to any specific purchase order or Contract, through SLV Expert’s website or not, describing the nature and price applicable to the Services.

«Training content » refers to all videos, training courses and modules, scripts, documents, presentations, templates, teaching tools, templates, as well as the structure and sequence of training programs, created, provided or used by SLV Expert as part of the Services or training, whether they are offered live or delayed.

«Fees» refers to SLV Expert’s professional fees, hourly or flat rate or any other applicable fees, as provided in an Order.

«Confidential information» has the meaning given to it in Section 9.1 of this Contract.

«Offer» refers to a Service Order contained in this Contract that describes the scope of the Services to be performed by SLV Expert’s for the Client.

«Custom Deliverable» refers to any tools, document or program developed specifically for the Client as part of the Services, including but not limited to custom files, tables, templates or personalized Excel programs.

«Portal» refers to the hosted online training platform of SLV Expert giving access to deferred training or any other content.

«Parties» refers to SLV Expert and the Client.

«Intellectual property» refers to all rights, titles and interests, including derivative rights, moral rights and personal rights, including but not limited to patents, trademarks, trade names, copyright, original works, trade secrets, inventions, and any other intellectual property right recognized in any jurisdiction or a certificate or application for registration, and all rights of use.

«Personal information» refers to any data or information provided by the Client to SLV Expert or collected by SLV Expert in connection in the course of providing the Services and related to a natural person who can be identified, directly or indirectly, from such data.

«Services» refers to any provision of Services from SLV Expert including notably the Content training, the customized deliverables, technical support, the sale of software programs, as well as the development or the integration of customized solutions for the Client, as specified in the applicable Order.

2. Video training

2.1. Platform

To access the SLV Expert platform, the Client must create and maintain an active user account. The Client is responsible for the confidentiality and security of their login credentials and remains solely responsible for any use of the Platform thru their login credential. Any sharing of login credentials is prohibited.

2.2 Right of access to the training courses

Subject to compliance with this Contract and payment of the applicable Fees, SLV Expert grants the Client a limited, non‑exclusive, non‑transferable and revocable license to access through the Platform, to Training Content for his/her personal or organization use.

Unless otherwise specified in an Order, the access to the Asynchronous Training content is granted for a period of two (2) years.

2.3 Ownership of the Training Content

SLV Expert remains the sole owner of all intellectual property rights relating to the Training Content. It is strictly prohibited to assign, transfer or sell the Training Content in any way.

3. Custom deliverable

3.1 Transfer of Intellectual Property

Subject to the full payment of the Fees provided for in an Order, all intellectual Property rights related to the customized Deliverables developed for the Client as part of the Services are assigned to the Client.

3.2 Warranty Disclaimer

Customized Deliverables are provided «as is». To the extent permitted by applicable law, SLV Expert disclaims all warranties, express and implied, other than those specifically provided by this Contract, including but not limited to any warranty of merchantability, suitability for a particular use, absence of hidden defects or liability for defective products. SLV Expert does not warrant that the use of the Customized Deliverables will enable the Client to achieve specific results or that their operations will be continuous, free from errors, interruptions, defects, delays, by technical inaccuracies or affected by updates, modifications or changes to third-party software, including, but not limited to, Microsoft Excel or the Client’s IT environment. The Parties acknowledge that this disclaimer of Warranty is an essential element of the Contract and is considered in determining the Fees.

3.3 Technical support

No updates, corrections, adaptations or maintenance of the customized Deliverables are included. At the Client’s request, technical support services can be offered by SLV Expert and will be part of a separate Order.

3.4 Time Banks

At the Client’s request and subject to the approval of SLV Expert, the Services may be paid by purchasing a time bank. In that case, full payment of the hours is due upon receipt of the invoice. The rates and terms applicable to the time bank are those agreed in the relevant Order. The time bank is nonrefundable and expire after a period of 1 year following the date of purchase.

4. Consideration for the services

4.1 Fees

The applicable fees for the Services are those indicated on the Order relating to it. Unless otherwise specified on the Order, the fees are payable upon receipt of the invoice. The Client cannot terminate the Order and any Fee paid or due by the Client is nonrefundable and cannot be cancelled.

5. Commitment

5.1 SLV Expert’s commitment

In the context of the execution of the Services, SLV Expert is only bound by an obligation of means. SLV Expert commits to use reasonable efforts to provide the Services in a professional manner, in accordance with the norms and standards of the relevant industry, and applicable laws and regulations.

6. Responsability

6.1 Limitation of liability

SLV Expert will not be liable to the Client for any damages for the loss of profit or business opportunity, loss of income, loss or damages of data, loss or earning of savings, loss of goodwill, loss of or damage of reputation, or for any indirect, special incident, exemplary, punitive or consequential damage, whether it is contractual, extracontractual or otherwise.

The liability of SLV Expert shall not in any case exceed the amount paid or payable by the Client to SLV Expert under this Contract during the twelve (12) months preceding the event giving rise to the claim.

6.2 Third-party tool

The Client also acknowledges that the accessibility to the training Content and use of the Customized Deliverables depend on third parties such as Internet service providers, hosting providers or plug-ins. SLV Expert will not have any liability to the Client for any inaccessibility to the Service or loss suffered by the latter resulting, directly or indirectly, from performance failures on the part of the third parties.

6.3 Indemnification

The Client will indemnify SLV Expert and its representatives, directors, officers, employees, collaborators and agents from any Claims by a third-party arising out of or related to (i) the use of the Portal, the Training Content or the Customized Deliverables by the Client, or any person under its responsibility; (ii) any breach of this Contract by the Client; and (iii) any infringement of the rights of any third party resulting from the Content , data or information provided by the Client, or the Client’s use of the Services, including the Personalized Deliverables.

7. Termination

7.1 Termination by SLV Expert

SLV Expert may terminate any Order if the Client fails to comply with any of its obligations under this Contract or to an Order and such failure is not corrected within fifteen (15) days of receiving a written notice to that effect, including but not limited to the following:

non-payment of any Fee due and payable;
unauthorized use of the Portal, Training Content or the Customized Deliverables, including but not limited to any sharing of login credentials or any infringement to SLV Expert’s Intellectual Property.

7.2 Effect of termination

In the event of termination of this Contract by SLV Expert, (i) all licenses granted under this Contract are immediately terminated; and (ii) all amounts due under unpaid invoices will become immediately due and payable.

7.3 Suspension of Services

SLV Expert reserves the right to suspend all of part of the Services without notice if the Client fails to comply with its obligations under this Contract.

7.4 Waiver

The Parties hereby expressly waive the application of articles 2125 and 2126 of the Civil Code of Quebec.

8. Confidentiality

8.1 Confidential information

The term «Confidential information» means all information, in any form, provided by a Party (the «disclosing Party») to the other Party (the «receiving Party») orally or written, identified as being confidential or the exclusive property of one of the Parties at the time of disclosure, or which should be reasonably considered confidential or the exclusive property to either party by their nature, including but not limited to : commercial information, prices, policies, information regarding employees, clients, suppliers, development, know-how, design, methods and procedures.

Confidential information does not include information (i) that becomes public without a breach of confidentiality; (ii) that the recipient has lawfully received from another source without being bound by confidentiality obligations, (iii) which are developed independently; or (iv) which constitute a comment or suggestion from one of the parties, voluntarily disclosed to the other party regarding the latter’s activity, product or services.

8.2 Protection of Confidential Information

Each Party will take all the necessary measures to protect Confidential Information of the other Party and will only use the Confidential Information of the other Party for the purposes and in accordance with this Contract. Each Party will not disclose any Confidential Information to third parties, other than its directors, officers and employees under an obligation of confidentiality, without the prior written consent of the other Party, unless required by law.

8.3 Protection of Personal Information

While providing the Services, both Parties must comply with all applicable laws and regulations regarding the protection of Personal Information, SLV Expert will use and process Personal Information only as described in its privacy policy and to the extent necessary to provide the Services to the Client.

9. General provisions

9.1 Interpretation and full agreement

The presentation of this document in the form of numbered articles and the titles of the articles are in this document for ease of reading. No other interpretations can be given to them.

The Contract constitutes the complete and final Contract between the Parties and supersedes all prior Contract, discussion, commitment or agreement between the Parties, whether written or oral, express or implied.

9.2 Force majeure

The Parties will not be held liable for the non-performance of their obligation in the event of the concurrence of a case of force majeure, defined as any unforeseeable and irresistible event resulting from circumstances external to the Parties, making it impossible to perform obligations.

9.3 Notice

The Parties agree to communicate with each other electronically.

9.4 No waiver

The silence, omission, negligence and/or the delay of a Party to exercise any right or remedy provided for or implied by this Contract will not be construed as a waiver of such right or remedy.

9.5 Modification

SLV Expert reserves the right to modify this Contract at any time, specifically to reflect the evolution of its practices and Services. In the event of substantial modification, SLV Expert will inform the Client by appropriate means, including in particular by electronic notice or by a publication on the Platform.

9.6 Invalidity

If a court of competent jurisdiction declares any provision of this Contract invalid, in whole or in part, only the affected provision will be deemed unenforceable and the valid part of the provision as well as all other provisions will continue to apply in full.

9.7 Applicable law and jurisdiction

This Contract constitutes a service contract within the meaning of the Civil code of Quebec. It is governed by and construed in accordance with the laws and regulations in force of the Province of Quebec.

The Parties agree to submit exclusively by the jurisdiction of Quebec’s courts. Subject to section 9.8 regarding prior mediation, any dispute will be submitted to the competent courts of the judicial district of Laval.

9.8 Conflict resolution

In the event of any dispute, litigation or disagreement arising out of this Contract or its interpretation, the Parties agree to attempt to resolve the conflict through mediation before initiating any legal or arbitral proceeding.