TERMS AND CONDITIONS

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The current Terms and Conditions (the “Terms”) apply to the use of personal services of “Focus Payment Solution Experts, Inc.,” a legal entity duly incorporated under the Business Corporations Act, having its place of business at 1500 rue du Roi-Arthur, Repentigny, Quebec, J5Y 0B2 (hereinafter called “FOCUS”).

FOCUS offers consultation services in the card payment solution industry by advising and breaking down the various offers or fee proposals on the market to offer fair and adequate pricing in the orientation of business objectives of users who comprise its customer base.

For the purposes of these Terms, the User refers to:

 any natural person acting as an authorized representative of a legal person, or failing that;
 any natural person acting in their own name, as a merchant who receives a service for the purpose of their business;

who accesses the FOCUS website at the address www.solutionfocus.ca.

ACCEPTANCE OF TERMS BY THE USER

Unless another agreement has been concluded between the User and FOCUS, the Terms will be deemed to form the contract between the User and FOCUS.

To this effect, the Terms must be accepted by all users who wish to avail of the services of FOCUS. Access to the site by the User therefore signifies their acceptance of these Terms.

Modification of Terms

FOCUS reserves the right to unilaterally modify the contents of these Terms at any time. Future modifications to the Terms will not create a new contract, whereas the unchanged Terms remain fully in effect.

USER DECLARATION

 The User, in the context of their business, uses or plans to use the services of a third party who will act as a payment solution provider for their business needs (the “Provider”).

USER COMMITMENTS TO FOCUS

To enable FOCUS to offer its services in a suitable manner, the User commits to:

 Agree to hold a meeting with a FOCUS representative, when necessary, to open a file and address questions and requests from FOCUS;
 Provide FOCUS with a copy of four (4) account statements from the Supplier serving the User, for which the services of FOCUS are to be rendered, if applicable, i.e., two (2) from periods with high activity and two (2) from periods with low activity;
 Provide FOCUS with monthly account statements from the Supplier, where there is any mention of a change. These monthly account statements must be transmitted through the Customer Portal on the FOCUS website.

SERVICES OFFERED BY FOCUS

The services FOCUS can offer the User, contingent upon that which will be determined during the initial meeting, are divided into three components, namely:

 Informative component. Providing the User with advice and assistance in understanding the points of vigilance to be established
 Monitoring component. Continuous monitoring of industry conditions and offers. Notifying the User in case of fee fluctuations
 Upgrade intervention component. Providing the User with recommendations concerning relevant updates to payment solutions in place for the User

It should be noted that the User may conclude another contract with FOCUS, specifically to implement any recommendations communicated and/or to carry out negotiations with Suppliers.

FOCUS COMMITMENTS WITH RESPECT TO THE USER AND WARRANTY

FOCUS commits to the User to:

 Offer its services in a professional manner and per industry standards;
 Provide the most accurate results possible, while considering the unique context and changeable nature of the industry;
 Deploy the best possible effort and resources to carry out its obligations to the User, with respect to means and not to results.

LIMITED LIABILITY OF FOCUS

FOCUS assumes no responsibility for any damages, costs, losses, expenses, injuries or death resulting in any way whatsoever from any application, decision or other action taken by the User or third party, including the Supplier(s), based on services rendered by FOCUS.

The liability of FOCUS towards the User for damages attributable to any cause whatsoever, irrespective of the nature of the action, whether contractual or extra-contractual, will be limited to the sums paid by the User directly to FOCUS, unless such damages result from gross negligence or willful misconduct on the part of FOCUS. If such damages result from a deficiency of service, the liability of FOCUS will be limited to the amount of fees paid with respect to said deficient services.

CONFIDENTIALITY OF USER INFORMATION

The User and FOCUS recognize that all confidential information disclosed between the User and FOCUS is, and remains, the exclusive property of the disclosing party, whereas any unauthorized disclosure thereof to a third party by the receiving party may cause serious prejudice to the disclosing party. Consequently, each of the parties commit not to disclose confidential information and to limit the use of said confidential information solely to the purposes for which it was disclosed and for no other purpose whatsoever, for the duration of their business relationship and indefinitely after its termination.

AUTHORIZATION TO SHARE AND RESELL INFORMATION RELATED TO THE USER AND THEIR SUPPLIER

The User acknowledges that it is necessary to authorize an exception to the confidentiality agreement outlined above with respect to the work FOCUS does in monitoring the payment solution provider industry, in order to advise all of its customers, the User included, and that this activity relies on the capacity of FOCUS to use specific information and data about each of the Users, for the benefit of all its customers, of which the User is one.

Sharing of Information

The User therefore understands and accepts that certain information related to their business relationship with their payment solution provider can be used anonymously by FOCUS to benefit all its customers.

More specifically, the User authorizes FOCUS to use, for the purposes stated above, the following information regarding the User (the “User Information”):

1) the name of the Provider;
2) The terms of agreement with the Provider (including the fees charged);
3) The volume of transactions carried out by the User, by type of card;
4) The volume of savings gained through the intervention of FOCUS.

Resale of User Information

The User acknowledges and accepts that the User Information may be transmitted by FOCUS to a third party in exchange for indemnity and/or compensation payable to FOCUS exclusively.

Anonymity of User Information

It is understood that the User Information may only be shared and/or sold by FOCUS in a manner that fully preserves the anonymity of the User.

ENFORCEMENT OF TERMS AND CONDITIONS

The contractual modalities described in these Terms, which serve as a contract between the User and FOCUS, take effect on the day the User is deemed to have accepted them, unless another written agreement has been concluded between the User and FOCUS.

The duration of the contract between the User and FOCUS is indefinite.

If the use of the services of FOCUS is carried out in the context of a framework agreement between FOCUS and an association/group of which the User is a member, the duration of the agreement will align with the framework agreement, irrespective of the wishes and requests of the User. In such a case, the User must therefore refer to said association to be informed of the conditions to conclude a contract directly with FOCUS.

In any case, FOCUS may terminate its business relationship with the User at any time, without notice or delay. The User may also terminate its business relationship with FOCUS at any time.

At any time, the User may revoke all authorizations they have granted to FOCUS with a simple notice. FOCUS will respond to such a request as quickly as possible.

GENERAL PROVISIONS

Entirety and primacy of the Terms

Unless another written agreement is concluded between the User and FOCUS, and which would take precedence over the Terms, the Terms constitute the agreement entered between the User and FOCUS and take precedence over another verbal agreement.

Jurisdiction

The parties agree, for any extra-contractual or contractual claim or legal action for any reason related to the Terms or their contractual and/or extra-contractual affairs, to choose the judiciary district of Montreal, province of Quebec, Canada, as the appropriate place to hear any legal claims or proceedings, with the exclusion of any other judiciary district that may have jurisdiction over such a dispute according to the provisions of the law.

Mediation

If the dispute cannot be resolved by good-faith negotiation between FOCUS and the User within ten (10) working days, the parties agree to submit their dispute for mediation prescribed by the new Code of Civil Procedure, C-25.01, and to participate in a minimum of one mediation meeting by delegating a person with decision-making authority.

Applicable laws

The conditions are interpreted and executed in accordance with applicable laws in the province of Quebec (Canada).

Scope of the Contract

The Terms are binding and for the benefit of the parties and their legal representatives.

CONTACT DETAILS

The User may contact FOCUS with any question or request, specifically with respect to the services offered to them and the Terms in effect:

by telephone: 1-866-635-5111

by email: admin@solutionfocus.ca