TERMS AND CONDITIONS
SEM TECHNOLOGY
SEM.Technology
Canada Web Business SEM Inc.
844-735-2573
These Terms and Conditions (“Terms”) govern all services provided by SEM Technology (“SEM Technology”, “Agency”, “we”, “us”, or “our”) to the customer identified in the applicable proposal, quotation, invoice, order, service agreement, or other document referencing these Terms (“Client”, “you”, or “your”).
By signing a proposal, accepting a quotation, paying an invoice, authorizing work to begin, or otherwise using the Services, the Client acknowledges that it has read, understood, and agreed to these Terms.
- SERVICES
SEM Technology provides business, marketing, technology, automation, and outsourced workforce services, which may include:
- Digital marketing;
- Marketing strategy and consulting;
- Website design, development, redesign, and maintenance;
- Landing pages and sales funnels;
- Search Engine Optimization (SEO);
- Google Ads;
- Meta Ads, including Facebook and Instagram;
- TikTok Ads;
- YouTube Ads;
- Other paid advertising platforms;
- Advertising creative and copywriting;
- Lead generation;
- CRM implementation and management;
- Marketing automation;
- Artificial intelligence solutions;
- AI-powered communication systems;
- White-label CRM access;
- Software and technology integrations;
- MacBook, iPhone, and other hardware installation and configuration;
- iMessage, SMS, email, and other communication infrastructure;
- Virtual assistants;
- Appointment setters;
- Remote workers and outsourced personnel;
- Sales support resources;
- Training and implementation;
- Custom technology solutions;
- Other services specifically described in a proposal or service agreement.
Only the services expressly included in the applicable proposal, quotation, order, or agreement are included in the Client’s purchase.
- CONTRACTUAL DOCUMENTS
The contractual relationship between SEM Technology and the Client may consist of:
- A signed service agreement or specific written agreement;
- The applicable proposal or quotation;
- These Terms and Conditions;
- Any written statement of work or service schedule;
- Applicable invoices.
In the event of a conflict, the more specific and recently signed agreement will prevail over these Terms, unless otherwise expressly stated.
Verbal statements, informal discussions, sales presentations, or general marketing materials do not modify the agreement unless confirmed in writing by an authorized representative of SEM Technology.
- ACCEPTANCE OF SERVICES
The Client accepts the Services by:
- Signing an agreement;
- Accepting a proposal or quotation;
- Making a payment;
- Providing required access or credentials;
- Authorizing SEM Technology to commence work;
- Continuing to use the Services after receiving them.
Once work has commenced, SEM Technology may incur third-party costs, employee costs, contractor costs, software costs, advertising costs, hardware costs, and other expenses on behalf of or for the benefit of the Client.
- CLIENT RESPONSIBILITIES
The Client agrees to provide SEM Technology with all information, materials, approvals, credentials, access, content, documentation, and cooperation reasonably required to perform the Services.
The Client is solely responsible for ensuring that the information and materials it provides to SEM Technology are:
- Accurate;
- Current;
- Lawful;
- Non-infringing;
- Authorized for use.
The Client represents that it owns or has obtained the necessary rights, licenses, consents, and permissions for all materials provided to SEM Technology, including:
- Logos;
- Trademarks;
- Images;
- Videos;
- Music;
- Text;
- Customer lists;
- Contact databases;
- Telephone numbers;
- Email lists;
- Advertising accounts;
- Domains;
- Customer information;
- Other intellectual property.
SEM Technology may reasonably rely upon information and instructions supplied by the Client.
Any delay caused by the Client may result in corresponding delays to the project or Services.
SEM Technology will not be responsible for delays, errors, missed deadlines, or additional costs caused by incomplete, inaccurate, late, or unavailable Client information or approvals.
- MARKETING AND ADVERTISING SERVICES
SEM Technology may create, configure, manage, monitor, and optimize advertising campaigns on third-party platforms.
The Client acknowledges that advertising performance depends on numerous factors outside SEM Technology’s control.
SEM Technology does not guarantee:
- A specific number of leads;
- A specific number of sales;
- A specific cost per lead;
- A specific cost per click;
- A specific conversion rate;
- A specific return on advertising spend;
- A specific revenue amount;
- A specific profit;
- A specific number of impressions;
- A specific number of clicks;
- Advertising approval;
- Account approval;
- Continued account access;
- Continued advertising availability;
- Search engine rankings;
- Business growth.
Advertising results may be affected by competition, market conditions, seasonality, pricing, offer quality, website performance, customer behaviour, platform algorithms, advertising policies, budget, creative quality, tracking limitations, and numerous other factors.
Advertising spend paid to Google, Meta, TikTok, Microsoft, YouTube, or other platforms is separate from SEM Technology’s service fees unless expressly stated otherwise.
- THIRD-PARTY PLATFORMS
SEM Technology relies on third-party platforms and service providers, including but not limited to:
- Google;
- Meta;
- Facebook;
- Instagram;
- TikTok;
- YouTube;
- Apple;
- Telecommunications providers;
- Hosting companies;
- CRM providers;
- Software providers;
- Payment processors;
- Cloud providers;
- API providers.
Third-party platforms may change their:
- Policies;
- Algorithms;
- Pricing;
- APIs;
- Features;
- Security requirements;
- Advertising rules;
- Account restrictions;
- Eligibility requirements.
SEM Technology shall not be liable for any loss, interruption, suspension, restriction, termination, change, malfunction, or limitation caused by a third-party platform.
- WEBSITE DEVELOPMENT AND REDESIGN
Website development and redesign services will be performed according to the scope described in the applicable proposal.
Unless expressly included, the following may constitute additional Services:
- Additional pages;
- Additional revisions;
- Custom programming;
- Advanced integrations;
- E-commerce functionality;
- Custom applications;
- Copywriting beyond the agreed scope;
- Photography;
- Videography;
- Translation;
- Advanced SEO;
- Third-party software;
- Premium plugins;
- Hosting;
- Maintenance;
- Additional design revisions.
The Client is responsible for reviewing and approving:
- Website content;
- Product descriptions;
- Prices;
- Contact information;
- Legal information;
- Claims;
- Disclosures;
- Policies;
- Business information.
Once a website or page has been approved by the Client, additional changes may be billed separately.
- DOMAINS, HOSTING, SOFTWARE AND THIRD-PARTY SERVICES
Domains, hosting, software, plugins, applications, APIs, licenses, subscriptions, and other third-party services may incur additional fees.
Where SEM Technology purchases a third-party service on behalf of the Client, the Client remains responsible for the applicable costs.
SEM Technology does not guarantee the continued availability or functionality of any third-party service.
If a third-party service becomes unavailable, discontinued, materially changed, restricted, or more expensive, SEM Technology may recommend an alternative solution or adjust the Services accordingly.
- WHITE-LABEL CRM SERVICES
SEM Technology may provide access to a CRM platform under the SEM Technology brand or another white-label configuration (“White-Label CRM”).
The Client acknowledges that SEM Technology may not own, develop, host, or control the underlying technology.
The White-Label CRM is provided as a limited right of use and does not constitute a sale or transfer of ownership of the underlying software.
The Client shall not:
- Copy the software;
- Reverse engineer the platform;
- Attempt to access source code;
- Circumvent security mechanisms;
- Resell the underlying infrastructure without authorization;
- Share credentials with unauthorized third parties;
- Attempt to reproduce the platform;
- Remove or circumvent proprietary protections;
- Use the platform for unlawful purposes.
SEM Technology may update, modify, replace, restrict, or discontinue certain features where reasonably necessary due to changes made by the underlying technology provider.
SEM Technology does not guarantee that any particular CRM feature will remain available indefinitely.
- CRM DATA
The Client remains responsible for the business data, customer information, contact lists, and other information entered into the CRM.
The Client represents that it has all necessary legal rights, permissions, and consents to collect, store, process, and use such information.
SEM Technology may use employees, contractors, technology providers, hosting providers, software providers, and other service providers necessary to operate and support the CRM and related Services.
SEM Technology may process Client information solely as reasonably necessary to provide the Services, administer the relationship, maintain security, troubleshoot systems, and fulfill contractual obligations.
- PRIVACY AND PERSONAL INFORMATION
The Client remains responsible for complying with applicable privacy, consumer protection, marketing, telecommunications, and data protection laws applicable to its business.
The Client is responsible for determining whether it has the necessary consent or other lawful basis to collect and use personal information and to send marketing communications.
The Client is also responsible for ensuring that its forms, websites, campaigns, databases, communication systems, and marketing practices comply with applicable laws.
Where applicable, commercial electronic messages must comply with Canada’s anti-spam legislation and related requirements, including requirements concerning consent, sender identification, and unsubscribe mechanisms.
SEM Technology may suspend a campaign, communication system, database, or automation if it reasonably believes that the Client’s use creates a material legal, regulatory, security, or reputational risk.
- MACBOOK, IPHONE AND HARDWARE SERVICES
SEM Technology may provide hardware installation, configuration, and deployment services involving:
- MacBook computers;
- iPhones;
- Accessories;
- SIM cards;
- Networking equipment;
- Communication devices;
- Other technology hardware.
Services may include:
- Initial configuration;
- Software installation;
- Account configuration;
- Network configuration;
- Application configuration;
- Security configuration;
- Communication configuration;
- Automation setup.
Unless otherwise stated in writing, hardware purchased directly by the Client remains the Client’s property.
Hardware purchased by SEM Technology on behalf of the Client will be governed by the applicable invoice or proposal.
Manufacturer warranties remain the responsibility of the applicable manufacturer or supplier.
SEM Technology does not provide a manufacturer’s warranty unless expressly stated in writing.
- iMESSAGE, SMS AND COMMUNICATION SYSTEMS
SEM Technology may configure systems using iMessage, SMS, email, telephone, or other communication technologies.
The Client acknowledges that these systems depend on third-party providers and telecommunications infrastructure.
SEM Technology does not guarantee:
- Message delivery;
- Inbox placement;
- Delivery rates;
- Absence of filtering;
- Absence of spam detection;
- Continued operation of a telephone number;
- Continued operation of an Apple account;
- Continued availability of iMessage;
- Continued availability of an API;
- Absence of account restrictions;
- Absence of carrier restrictions.
The Client is solely responsible for the content of messages sent through its communication systems and for obtaining any consent legally required.
SEM Technology does not provide any service intended to bypass, defeat, or circumvent legitimate anti-spam, security, fraud-prevention, carrier, platform, or telecommunications restrictions.
SEM Technology may immediately suspend communications if the Client’s use appears to violate applicable law or the policies of a third-party provider.
- VIRTUAL ASSISTANTS AND OUTSOURCED PERSONNEL
SEM Technology may provide virtual assistants, appointment setters, administrative personnel, sales support personnel, customer service personnel, or other remote resources.
Unless expressly stated otherwise, the Client is purchasing access to a resource or service capacity and not a guaranteed business result.
SEM Technology does not guarantee:
- A specific number of calls;
- A specific number of appointments;
- A specific number of leads;
- A specific number of sales;
- A specific conversion rate;
- A specific revenue amount;
- A specific productivity level;
- Continuous availability of a particular individual.
SEM Technology may replace, reassign, suspend, or remove a resource when reasonably necessary.
The Client agrees not to directly hire, contract with, or circumvent SEM Technology in relation to a resource introduced, assigned, or supplied by SEM Technology during the engagement or for 12 months following the end of the engagement, unless authorized in writing.
If the Client directly hires or contracts with such a resource without authorization, SEM Technology may charge the placement, recruitment, transition, or conversion fee specified in the applicable agreement or proposal, subject to applicable law.
- CLIENT SUPERVISION OF RESOURCES
Unless otherwise agreed in writing, Client-provided instructions, sales scripts, offers, procedures, customer information, and business policies remain the responsibility of the Client.
The Client must provide appropriate instructions and training concerning its products, services, policies, and regulatory requirements.
The Client remains responsible for decisions made by its business and for instructions it provides to SEM Technology resources.
SEM Technology may refuse instructions that it reasonably believes are unlawful, unsafe, unethical, fraudulent, or materially contrary to the agreed scope of Services.
- SUBCONTRACTORS AND SERVICE PROVIDERS
SEM Technology may use employees, independent contractors, virtual assistants, developers, agencies, consultants, technology providers, and other subcontractors to perform the Services.
The Client authorizes SEM Technology to use such providers where reasonably necessary.
SEM Technology may change service providers where necessary for operational, financial, technical, security, staffing, or business reasons.
- ARTIFICIAL INTELLIGENCE
SEM Technology may use artificial intelligence tools in connection with marketing, content creation, automation, CRM, customer communications, analysis, development, or other Services.
AI-generated outputs may contain errors, omissions, inaccuracies, or inappropriate content.
SEM Technology does not guarantee that AI-generated content is error-free.
The Client remains responsible for reviewing and approving material before publication or use where such review is appropriate.
For regulated industries, the Client remains responsible for obtaining appropriate professional, legal, regulatory, or compliance review.
- INTELLECTUAL PROPERTY
Unless otherwise expressly agreed in writing, SEM Technology retains ownership of its pre-existing intellectual property and general business methodologies, including:
- Processes;
- Frameworks;
- Templates;
- Systems;
- Strategies;
- Scripts;
- Automation structures;
- CRM configurations;
- Software;
- Code libraries;
- Know-how;
- Internal documentation;
- Proprietary methods;
- General-purpose AI workflows;
- Marketing systems.
Upon full payment, the Client receives the rights expressly granted in the applicable proposal or agreement for the specific deliverables created for the Client.
Third-party materials remain subject to their respective licenses.
Payment for a Service does not automatically transfer ownership of SEM Technology’s underlying technology, methodology, systems, templates, or know-how.
- CLIENT MATERIALS
The Client grants SEM Technology a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, transmit, and otherwise process Client-provided materials solely as reasonably necessary to provide the Services.
The Client represents that it has the necessary rights to grant this license.
- PORTFOLIO AND CASE STUDIES
Unless the Client expressly objects in writing before the project begins, SEM Technology may identify the Client as a customer and display non-confidential work in its portfolio, website, presentations, proposals, demonstrations, and case studies.
SEM Technology will not intentionally disclose confidential information for this purpose.
The Client may request reasonable removal of confidential or commercially sensitive information.
- CONFIDENTIALITY
Each party agrees to protect confidential information received from the other party.
Confidential information may include:
- Customer information;
- Business strategies;
- Financial information;
- Passwords;
- Marketing strategies;
- Databases;
- Technical information;
- Pricing;
- Business plans;
- Non-public operational information.
Confidential information does not include information that:
- Is publicly available;
- Becomes publicly available without breach;
- Was lawfully known before disclosure;
- Is lawfully obtained from another source;
- Must be disclosed by law or court order.
- SECURITY
SEM Technology will use reasonable measures appropriate to the Services to protect systems and information under its control.
However, no computer system, Internet connection, cloud service, software platform, device, API, or electronic communication system can be guaranteed to be completely secure.
SEM Technology is not responsible for security incidents caused by:
- Client systems;
- Client employees;
- Client contractors;
- Compromised passwords;
- Third-party providers;
- Malware;
- Phishing;
- Cyberattacks;
- Unknown vulnerabilities;
- Client negligence;
- Unauthorized access occurring outside SEM Technology’s reasonable control.
- FEES AND PAYMENT
Fees are specified in the applicable proposal, quotation, agreement, or invoice.
Unless otherwise stated, all amounts are in Canadian dollars and applicable taxes are additional.
Third-party expenses may include:
- Advertising spend;
- Software subscriptions;
- Hosting;
- Domains;
- Hardware;
- Telephone numbers;
- SIM cards;
- Applications;
- API usage;
- Cloud services;
- Licenses;
- Other third-party services.
Such expenses may be billed directly to the Client or through SEM Technology.
- LATE PAYMENT
If an amount becomes overdue, SEM Technology may, subject to applicable law:
- Suspend Services;
- Suspend CRM access;
- Suspend advertising campaigns;
- Suspend automations;
- Suspend virtual assistant services;
- Suspend technical support;
- Restrict system access;
- Charge applicable late fees or interest.
SEM Technology shall not be liable for losses resulting from a suspension caused by overdue payment.
The Client remains responsible for all amounts incurred before suspension or termination.
- PREPAID SERVICES AND COMMITTED COSTS
Fees relating to Services already performed, hours already consumed, resources already assigned, third-party costs, software licenses, hardware purchases, advertising expenditures, and other committed expenses are non-refundable except where otherwise required by applicable law.
If the Client purchases a fixed-term package, subscription, minimum commitment, or prepaid Service, the applicable proposal or agreement governs cancellation and refund rights.
- CANCELLATION BY CLIENT
If a fixed-term commitment applies, the Client must comply with the applicable commitment period.
If no minimum term is specified, either party may terminate ongoing Services by providing 30 days’ written notice, subject to the applicable agreement and mandatory legal rights.
Termination does not eliminate amounts already owing.
- TERMINATION BY SEM TECHNOLOGY
SEM Technology may suspend or terminate Services where the Client:
- Fails to pay;
- Uses the Services unlawfully;
- Provides materially misleading information;
- Compromises system security;
- Abuses employees, contractors, or service providers;
- Requests unlawful or prohibited activities;
- Violates third-party platform policies;
- Creates a material security or reputational risk;
- Interferes with SEM Technology’s operations;
- Materially breaches the agreement.
Where reasonably possible, SEM Technology may provide notice and an opportunity to remedy the breach.
- NO GUARANTEE OF BUSINESS RESULTS
The Client acknowledges that SEM Technology is a service provider and does not control every factor affecting the Client’s business performance.
Unless expressly guaranteed in a signed written agreement, SEM Technology makes no representation or guarantee regarding:
- Revenue;
- Profit;
- Sales;
- Leads;
- Appointments;
- Customer acquisition;
- Advertising performance;
- SEO ranking;
- Website traffic;
- Conversion rates;
- Return on investment;
- Return on advertising spend;
- Business growth.
Any examples, testimonials, historical results, case studies, projections, or performance figures are illustrative only and do not constitute guarantees of future results.
- CLIENT’S BUSINESS RESPONSIBILITY
The Client remains solely responsible for:
- Its products and services;
- Pricing;
- Customer service;
- Sales processes;
- Business operations;
- Legal compliance;
- Regulatory compliance;
- Claims made about its products or services;
- Employee management;
- Customer relationships;
- Fulfillment;
- Refunds;
- Warranties;
- Business decisions.
SEM Technology does not become responsible for the Client’s underlying business merely because it provides marketing, technology, CRM, or staffing Services.
- REGULATED INDUSTRIES
Clients operating in regulated industries remain responsible for complying with all laws, regulations, professional standards, licensing requirements, advertising restrictions, and industry rules applicable to their business.
This may include industries such as:
- Insurance;
- Financial services;
- Healthcare;
- Legal services;
- Real estate;
- Lending;
- Investments;
- Telecommunications;
- Other regulated industries.
Unless expressly agreed otherwise in writing, SEM Technology provides marketing, technology, automation, and implementation services and does not provide legal, regulatory, accounting, medical, financial, insurance, or other professional advice.
The Client is responsible for having its advertising, claims, offers, scripts, websites, and communications reviewed by the appropriate professional where required.
- CLIENT APPROVAL
The Client is responsible for reviewing and approving materials submitted by SEM Technology.
Approval may include:
- Websites;
- Landing pages;
- Advertisements;
- Campaigns;
- Email content;
- SMS content;
- iMessage content;
- Scripts;
- Offers;
- Forms;
- Marketing claims.
Once approved by the Client, SEM Technology may rely upon that approval.
Client approval does not relieve SEM Technology of responsibilities that cannot legally be waived.
- THIRD-PARTY CONTENT AND LICENSES
SEM Technology may use third-party:
- Images;
- Fonts;
- Software;
- Plugins;
- APIs;
- Music;
- Templates;
- Applications;
- AI tools;
- Other licensed materials.
Such materials remain subject to the applicable third-party terms and licenses.
The Client agrees to comply with any license restrictions applicable to materials supplied to it.
- FORCE MAJEURE
SEM Technology shall not be responsible for failure or delay caused by events beyond its reasonable control, including:
- Internet outages;
- Telecommunications failures;
- Cloud provider outages;
- Cyberattacks;
- Government action;
- Natural disasters;
- Fire;
- Flood;
- Pandemic;
- Labour disruptions;
- War;
- Power outages;
- Platform suspensions;
- API failures;
- Apple outages;
- Google outages;
- Meta outages;
- TikTok outages;
- Other third-party service interruptions.
- LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, SEM Technology shall not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including:
- Lost profits;
- Lost revenue;
- Lost customers;
- Lost opportunities;
- Lost data;
- Business interruption;
- Reputational damage;
- Reduced sales;
- Advertising losses;
- Platform suspension;
- Loss of access to third-party services.
To the maximum extent permitted by law, SEM Technology’s aggregate liability arising out of a Service or agreement shall not exceed the amount actually paid to SEM Technology by the Client for the specific Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.
Nothing in these Terms excludes or limits liability to the extent that such exclusion or limitation is prohibited by applicable law.
- CLIENT INDEMNIFICATION
To the maximum extent permitted by applicable law, the Client agrees to indemnify and hold harmless SEM Technology, its directors, officers, employees, contractors, agents, and service providers from claims, losses, damages, liabilities, costs, and reasonable expenses arising from:
- The Client’s products or services;
- The Client’s business operations;
- Content supplied by the Client;
- Client advertising claims;
- Client-provided customer lists;
- Lack of required consent;
- Client communications;
- Intellectual property infringement caused by Client materials;
- Client regulatory violations;
- Client’s unlawful use of the Services;
- Instructions provided by the Client;
- Claims made by the Client to its customers.
This obligation does not apply to the extent that the claim results directly from conduct for which SEM Technology is legally responsible.
- NON-SOLICITATION AND NON-CIRCUMVENTION
The Client agrees not to knowingly circumvent SEM Technology by directly engaging, hiring, contracting with, or attempting to recruit a person or service provider introduced through SEM Technology.
This restriction applies during the engagement and for 12 months following termination, unless otherwise stated in the applicable agreement.
Any applicable conversion or placement fee will be established in the applicable proposal or agreement.
Nothing in this section prevents a person from accepting employment or engaging in lawful work where such restriction is prohibited by applicable law.
- ELECTRONIC COMMUNICATIONS
The Client agrees that electronic communications may be used for:
- Approvals;
- Notices;
- Invoices;
- Proposals;
- Contracts;
- Project communications;
- Service updates;
- Account information.
Electronic approval may constitute valid acceptance where permitted by applicable law.
- ACCESS AND ACCOUNT SECURITY
The Client is responsible for maintaining appropriate security over its accounts and credentials.
The Client must promptly notify SEM Technology if it suspects:
- Unauthorized access;
- Compromised credentials;
- Account takeover;
- Unauthorized transactions;
- Security incidents.
SEM Technology may temporarily suspend access where reasonably necessary to protect the Client, SEM Technology, or third-party systems.
- DATA BACKUPS
Unless specifically included in the applicable proposal, SEM Technology does not guarantee that Client data will be independently backed up.
The Client remains responsible for maintaining appropriate backups of critical business information.
Third-party platforms may have their own backup and retention policies, which are outside SEM Technology’s control.
- OFFBOARDING AND DATA EXPORT
Upon termination, SEM Technology may provide reasonable assistance to transition the Client’s data or Services, subject to payment of all outstanding amounts and any applicable transition fees.
Data export, migration, technical transition, account transfer, or reconstruction services may be billed separately unless expressly included.
SEM Technology is not responsible for transferring third-party software licenses where such transfer is prohibited by the third-party provider.
- SURVIVAL
The provisions concerning:
- Payment obligations;
- Intellectual property;
- Confidentiality;
- Privacy;
- Indemnification;
- Limitation of liability;
- Non-solicitation;
- Non-circumvention;
- Dispute resolution;
- Any other provisions intended by their nature to survive termination;
shall survive termination or expiration of the agreement.
- ASSIGNMENT
The Client may not assign or transfer the agreement without SEM Technology’s prior written consent.
SEM Technology may assign or transfer the agreement to an affiliate, successor, purchaser, or acquiring entity in connection with a corporate restructuring, merger, sale of assets, or sale of the business, subject to applicable law.
- INDEPENDENT CONTRACTORS
The parties are independent contractors.
Nothing in these Terms creates:
- A partnership;
- Joint venture;
- Employment relationship;
- Franchise relationship;
- Agency relationship;
- Fiduciary relationship;
unless expressly agreed otherwise in writing.
- NO WAIVER
Failure by SEM Technology to enforce any provision of these Terms shall not constitute a waiver of that provision or any other right.
A waiver must be expressly provided in writing.
- SEVERABILITY
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law.
The invalid provision shall be interpreted or modified to the minimum extent necessary to make it enforceable while preserving its intended commercial purpose as closely as legally possible.
- GOVERNING LAW
These Terms shall be governed by the laws applicable in the Province of Quebec and the applicable laws of Canada, without prejudice to any mandatory laws applicable to the Client.
Any dispute shall be brought before a court having appropriate jurisdiction under applicable law.
- ENTIRE AGREEMENT
These Terms, together with the applicable proposal, quotation, invoice, statement of work, service agreement, and written amendments, constitute the entire agreement between SEM Technology and the Client concerning the Services.
They supersede prior discussions, representations, proposals, or understandings concerning the same subject matter, except where expressly incorporated into the agreement.
- AMENDMENTS
SEM Technology may update these Terms for future agreements.
The Terms applicable to an existing engagement are those accepted by the Client at the time the agreement was entered into, unless the parties subsequently agree otherwise in writing or the agreement permits updates.
- CLIENT ACKNOWLEDGEMENT
By signing a proposal, accepting a quotation, making a payment, providing access, or authorizing SEM Technology to begin work, the Client acknowledges that:
- It has reviewed these Terms;
- It understands the nature and limitations of the Services;
- It understands that marketing and advertising results are not guaranteed unless expressly stated in writing;
- It understands that certain Services depend on third-party platforms;
- It accepts responsibility for its business, products, customers, content, and legal compliance;
- It agrees to the applicable fees and payment obligations;
7. It agrees to these Terms, subject to any rights that cannot legally be waived.