Skip to Content

General Terms and Conditions of Service

BADEP Inc. · Version 1.0 · Effective November 6, 2026

1. Who these terms apply to

These terms govern every service that BADEP Inc. ("BADEP", "we") provides to a business client ("the Client"): AI platforms and agents, Odoo ERP analysis, implementation, migration and support, and cloud hosting care. BADEP Inc. is a federal corporation with its office at 8115 Boulevard du Saint-Laurent, suite 1003, Brossard, Quebec J4X 0C4.

These terms are written for businesses. They do not apply to consumers.

2. Documents that form the contract

The contract is made of the signed quote or estimate ("the Quote") and these terms. If they conflict, the Quote wins. A purchase order or the Client's own terms do not apply unless BADEP accepts them in writing.

The Client accepts the contract by signing the Quote, including by electronic signature in Odoo, or by paying the down-payment. Each Quote links to the version of these terms in force on the day it is issued. A later version applies only to new Quotes.

3. How we work

  1. Estimates, not fixed prices. Every service is sold as an hourly estimate. Hours actually worked are invoiced, and we tell the Client as soon as we expect to go beyond the estimate.
  2. Phases. An analysis phase ends with an estimate for the next phase. A new phase starts only when the Client signs its estimate. After an analysis, the Client may stop without giving a reason, pays the analysis and keeps its report. Any request outside the signed scope gets its own estimate first.
  3. Dates. Planned dates are targets. They move if the Client's input, access or approvals arrive late, or if a third party (such as a software publisher or cloud provider) causes a delay.
  4. Duty of means. We do our work with the care and skill of a competent professional. We do not promise a specific business result.

4. What the Client provides

The Client names a contact person who can make decisions, provides complete and accurate information, gives timely access to its systems, accounts, source code and data as needed, reviews and approves deliverables within the agreed time, and keeps its own backups of data it controls. The Client is responsible for its licences, for the lawful origin of the data it gives us, and for how its staff use the delivered system.

Acceptance. The Client tests each deliverable and accepts it or lists its reservations within 10 business days. We fix justified reservations, and the Client then has the same time to test again. A deliverable not commented on in time, or used in production, is accepted. Trained key users at the Client answer their colleagues' first-level questions and send us the rest.

5. Third-party products and accounts

The Client buys and owns its cloud accounts (such as AWS), its Odoo subscriptions and its AI model subscriptions directly from the providers, and pays them directly. Those providers' own terms apply between them and the Client. BADEP is not responsible for their service, prices or changes, but helps the Client deal with them within the hours agreed.

6. Fees and payment

  1. Rates. Our hourly rate is stated in the Quote, in Canadian dollars unless the Quote says otherwise, before sales taxes. Rates are fixed for the life of a Quote. A new rate applies only to new Quotes, with 60 days' written notice for ongoing monthly services.
  2. Down-payment. Project work starts after the down-payment shown in the Quote is paid. It is deducted from the last invoice of the project, and reduced when the monthly volume of work drops.
  3. Invoicing. Hours are invoiced monthly from our timesheets, which the Client may ask to see. Prepaid support hours are invoiced when ordered; unused hours do not expire.
  4. Payment. Invoices are due 30 days after their date, by bank transfer or another method shown on the invoice.
  5. Late payment. Overdue amounts bear interest at 12% per year from the due date. After 15 days' written notice, we may suspend work until the account is paid; the dates of the plan move by the length of the suspension.
  6. Taxes and expenses. Sales taxes are added where they apply. Travel and other expenses are billed only if the Quote provides for them or the Client approves them first. Any tax withheld at source by the Client's country is added so that BADEP receives the full invoice amount.

7. Ownership and licences

  1. Client property. The Client owns its data, its accounts and infrastructure, its configuration, and the deliverables made specifically for it, once they are paid in full.
  2. BADEP tools. BADEP keeps ownership of the tools, templates, scripts, agents, methods and know-how it had before the contract or develops for general use. When these are left in the Client's systems, the Client receives a free, non-exclusive, perpetual licence to use them for its own internal needs. The Client may not resell them.
  3. Open source. Odoo modules and other open-source components keep their own licence (for example LGPL or AGPL). Nothing in these terms limits the rights those licences give.

8. Use of AI

We use AI tools to analyse, configure, code, test and document. We use only business accounts approved by BADEP, set so that the provider does not train its models on our or the Client's data, and never personal accounts. A named person at BADEP owns every task and approves every AI output before it is delivered. For BADEP's AI agents installed at the Client, a person at the Client approves any action with consequences (such as a reply, a merge or a production change) and remains responsible for it.

Neither we nor our AI providers use the Client's data, including de-identified or aggregated data, to train or improve AI models. The Client owns the outputs produced from its data. AI outputs can be wrong: they are suggestions until a person checks them, and we do not promise that they are accurate. We name our AI providers and where they process data on request, and we assess the risks before personal information leaves Quebec.

9. Confidentiality

Each party keeps the other's confidential information secret, uses it only for the contract and shares it only with staff and subcontractors who need it and are bound by the same duty. This duty lasts during the contract and for 5 years after it ends, and without time limit for trade secrets and source code. It does not cover information that is public, already known, independently developed or that must be disclosed by law.

10. Personal information

When we handle personal information on the Client's behalf (for example data in its Odoo database or AI platform), the Client remains responsible for it and BADEP acts as its service provider. We use it only to perform the contract and on the Client's instructions, protect it with appropriate security measures, tell the Client promptly of any confidentiality incident, and return or destroy it at the end of the contract. Where the law requires a separate data processing agreement, the parties sign one. Our own handling of personal information is described in our Privacy Policy.

11. Warranty and First-year Care

We give no warranty beyond what these terms state. Instead, every full implementation Quote includes a First-year Care budget for support and fixes on what we delivered, during the year after go-live. New features are a separate estimate. The Client should report a defect within 30 days of noticing it.

12. Hosting care

Hosting support is provided on a best-effort basis during business hours, unless the Quote includes 24/7 Care. Service levels apply only if they are written in the Quote. The Client's cloud provider remains responsible for its own infrastructure.

Each hosting Quote includes a table of who does what (backups, restore tests, security updates, access, monitoring). The cloud account stays the Client's, and the Client keeps a business continuity plan. We tell the Client of Odoo security fixes as soon as they are announced. Major Odoo upgrades always start with an analysis and their own estimate. A suspension of our work never deletes the Client's data.

13. Limits of liability

A party is liable only for direct damage caused by its proven fault. Neither party is liable for indirect losses, such as lost profit, lost business or harm to reputation. BADEP's total liability under a contract is limited to 50% of the fees the Client paid under that contract in the 12 months before the event giving rise to the claim. Several claims do not raise this limit. These limits do not apply to bodily or moral injury, intentional or gross fault, or breach of confidentiality.

BADEP is not liable for the acts of third parties it does not control (such as the cloud provider, Odoo or an AI provider), for internet or network outages, for the loss or misuse of the Client's passwords or access keys, or for changes made by the Client or another provider to what we delivered.

14. Non-solicitation

During the contract and for 12 months after it ends, the Client will not hire or engage, directly or through a third party, a BADEP employee or contractor who worked on its project, without BADEP's written consent. This does not prevent the Client from hiring someone who answers a public job posting.

15. Subcontracting

We may use qualified subcontractors. We remain responsible for their work and bind them to the same confidentiality and data rules. We name them to the Client on request.

16. References

We name the Client, use its logo or describe its project in our marketing only with its prior written consent.

17. Force majeure

Neither party is liable for a delay or failure caused by an event beyond its control that it could not foresee or prevent, such as a major outage of a cloud provider, a natural disaster or a public authority's order (article 1470 of the Civil Code of Québec). The affected party tells the other promptly. If the event lasts more than 30 days, either party may end the affected service by written notice.

18. Term and termination

  1. Each Quote runs until its work is done. Monthly services continue until ended by either party with 30 days' written notice.
  2. Either party may end the contract if the other breaches it seriously and does not fix the breach within 30 days of a written notice.
  3. On termination, the Client pays for the hours worked and approved expenses up to the end date. Unused prepaid hours are refunded on request. Each party returns or destroys the other's confidential information, and we hand over the Client's data, access and deliverables in a usable form: within 30 days, an export of the Odoo database and its files, the source code and the infrastructure settings, and we remove our access. Help beyond that is billed by the hour.
  4. Sections 7, 9, 10, 13, 14 and 19 continue after termination.

19. General

  1. Assignment. Neither party may transfer the contract without the other's written consent, except to a company that takes over its business, with notice.
  2. Notices. Notices are sent by email to the addresses in the Quote, with a copy to [email protected] for BADEP.
  3. Whole agreement. The contract replaces all earlier discussions on the same subject. A change is valid only in writing, signed or accepted by email by both parties.
  4. Severability. If a clause is held invalid, the rest of the contract remains in force.
  5. Complaints and disputes. The parties first try to settle any disagreement by discussion, then by mediation in Quebec. If that fails within 60 days, the courts of the judicial district of Longueuil, Quebec, have exclusive jurisdiction.
  6. Governing law. The contract is governed by the laws of Quebec and the federal laws of Canada that apply there.
  7. Language. These terms exist in French and English. The French version prevails. The parties have chosen to be bound by the version of their choice after the French version was offered to them.