TERMS OF SERVICE (MSA) — Markaitek
Last updated: February 18, 2026
These General Terms of Service (the “Terms”) constitute a contract between9451-1839 Quebec inc., doing business under the nameMarkaitek(“Markaitek”), having its establishment in134 rue de l’Hermitage, Magog (Quebec), Canada, and any customer (“Customer”).
They apply to professional digital marketing, automation and AI services provided by Markaitek in Canada, the United States and Europe.
Acceptance of a proposal, statement of work (SOW), quote, purchase order, or use of the Services constitutes acceptance of these Terms.
1. Definitions
1.1 “Agreement”: these Terms, together with any SOW/proposal and any applicable annexes.
1.2 “SOW”: commercial document (proposal, quote, purchase order, statement of work) specifying scope, deliverables, schedule, costs, budgets and specific terms.
1.3 “Services”: services provided by Markaitek according to the SOW.
1.4 “Deliverables”: elements provided to the Client as part of the Services.
1.5 “Customer Data”: data, content, files, access and information provided by the Customer.
1.6 “Sensitive data”: categories referred to in Article 12.
1.7 “Business Day”: Monday to Friday, 9:00 a.m. to 5:00 p.m. EST, excluding applicable public holidays in Quebec.
2. Scope and order of priority
2.1 These Conditions are general and apply to all mandates, unless otherwise stipulated in writing.
2.2 Order of priority in case of conflict:
a) these Conditions;
b) SOW;
c) technical/operational annexes.
2.3 Advertising budgets, media caps and allocations are defined solely at the SOW.
3. Services, changes and dependencies
3.1 Markaitek provides the Services according to usual professional standards.
3.2 Any request out of scope is subject to a written change order (adjustment of fees/deadlines).
3.3 Customer must provide required access, content, approvals and resources.
3.4 Customer approval time:7 jours.
3.5 Minimum technical dependencies Customer: provided/confirmed within7 jours.
3.6 Failing this, the deadlines are extended accordingly, without liability on the part of Markaitek.
4. Prices, taxes, billing and payments
4.1 Fees are those indicated in the SOW, plus applicable taxes.
4.2 Payment deadline:15 joursfollowing the invoice date.
4.3 Late payment interest:20% per year, calculated daily on the amounts due.
4.4 Payment by card: surcharge of3 %(where permitted by applicable laws).
4.5 Pre-authorized payment (if applicable): in the event of a direct debit failure, payment fees100 CAD s’appliquent.
4.6 Price revision upon renewal: written notice of30 jours.
4.7 Hourly rates out of scope / transfer / ad hoc requests:
a) Expert : 175 CAD/heure;
b) Senior management:250 CAD/heure.
4.8 Platform, third-party license and media fees may be billed separately according to the SOW.
5. Duration, renewal and end of the Contract
5.1 Standard initial duration:12 mois, unless otherwise indicated in the SOW.
5.2 Automatic renewal: successive periods of12 mois, unless notice of non-renewal is given at least30 joursbefore the deadline.
5.3 Termination for default: either party may terminate in the event of a breach not corrected within a period of30 joursfollowing detailed written notice.
5.4 Termination for convenience by the Customer: written notice of30 jours. The Customer pays:
(a) amounts overdue;
b) non-cancelable third-party commitments;
c) 50% of the residual valueof the current term.
5.5 Application of art. 2125 C.c.Q. : no global waiver. The parties agree that the amounts in article 5.4 reflect the foreseeable costs, commitments and losses linked to an early termination.
5.6 No flat-rate transition/ramp-down fee is provided; transition work is billed by time according to article 4.7.
6. Suspension of Services
6.1 Markaitek may suspend all or part of the Services in the event of non-payment, lack of access, security risk, or material violation of the Contract.
6.2 Except in an emergency, reasonable prior notice is given.
6.3 Suspension does not extinguish payment obligations.
7. Customer Obligations
7.1 The Client guarantees the legality of its activities, contents, offers and commercial complaints.
7.2 The Customer remains responsible for his accounts, identifiers and administrator access that he provides.
7.3 The Client obtains the necessary consents and authorizations for its data, campaigns and communications.
7.4 The Client is responsible for the instructions, validations and content it provides.
8. Paid advertising and platforms
8.1 Unless otherwise agreed, advertising accounts (Google, Meta, LinkedIn, etc.) belong to theClient.
8.2 The Client provides the required administrator access; he is responsible for the governance of his accounts.
8.3 Markaitek may refuse or suspend a campaign that does not comply with platform policies or applicable laws.
8.4 End of term handoff process: written request at least30 joursbefore the end of the mandate.
8.5 Transfer/export activities are invoiced according to article 4.7.
9. Privacy
9.1 Each party will protect the confidential information of the other with a level of care that is reasonable and at least equivalent to that applied to its own sensitive information.
9.2 Use limited to the execution of the Contract.
9.3 Usual exceptions: public information without fault, information already known, information legitimately received from a third party, disclosure required by law/order of a competent authority.
9.4 Duration: Confidentiality obligations survive for2 ansafter the end of the Contract.
10. Intellectual property
10.1 Each party retains its pre-existing rights (methods, tools, models, brands, prior content).
10.2 Subject to full payment, Markaitek grants the Client a license to use the Deliverables delivered, for its internal/commercial activities provided for in the SOW.
10.3 Unless expressly stipulated in the SOW, Markaitek’s tools, templates, scripts, frameworks, methodologies and know-how remain its property.
10.4 Third-party elements (software, APIs, plugins, platforms) remain subject to their respective licenses.
10.5 The Customer remains the owner of his Customer Data.
11. Personal data and privacy
11.1 The parties comply with applicable laws regarding the protection of personal information.
11.2 Hybrid model: each party acts as data controller for its own purposes; Markaitek acts as a supplier/processor when it processes data on behalf of the Client according to documented instructions.
11.3 A DPA (data processing annex) applies where required.
11.4 Markaitek Privacy Policy:https://stage.markaitek.com/politique-de-confidentialite/.
12. Sensitive data (rules of use)
12.1 Prohibited without prior written consent: health data, biometric data, data of minors, identity documents, complete financial data, government numbers, clear passwords, highly sensitive secrets.
12.2 Authorized under conditions: B2B/B2C contact data strictly necessary for campaigns/operations, with legal bases and notices/consents provided by the Client.
12.3 The Client guarantees that it has the authority and legal basis to transmit the Client Data to Markaitek.
13. AI and automated tools
13.1 Markaitek may use AI/automation tools to perform the Services.
13.2 AI outputs may require human validation; they do not constitute legal, tax or regulatory advice.
13.3 Unless agreed in writing, the Client must not submit Sensitive Data to external AI tools.
13.4 Confidentiality and security obligations remain applicable.
14. Limited Warranties
14.1 Markaitek provides the Services in a professional and diligent manner.
14.2 Unless expressly stipulated, Markaitek does not guarantee business results, sales volume/leads, specific positioning, or the uninterrupted continuity of third-party platforms.
15. Limitation of liability
15.1 Markaitek is not liable for indirect, special, punitive or consequential damages, including loss of profits, revenues, opportunities, goodwill, data or goodwill.
15.2 Markaitek is not liable for any financial losses arising from the Services, to the extent permitted by applicable laws.
15.3 Subject to the limits imposed by applicable laws, the total cumulative liability of Markaitek, for any claim relating to the Contract, is limited to the total fees paid by the Client to Markaitek during the 12 months preceding the event (or since the start of the mandate if the period is less than 12 months).
15.4 The limitations of this article do not limit the payment obligations of the Customer.
16. Compensation (mutual, balanced)
16.1 The Client indemnifies Markaitek against third party claims arising from:
a) content/instructions/claims provided by the Client;
b) a violation of third party rights related to assets provided by the Customer;
c) legal non-compliance of the Client’s activities.
16.2 Markaitek indemnifies the Customer for third party claims arising from:
a) a culpable contractual violation by Markaitek;
b) gross or intentional misconduct by Markaitek;
c) an infringement of the intellectual property of a third party caused by an original deliverable from Markaitek, subject to the usual exclusions (Customer’s instructions or assets, unauthorized modifications, out-of-scope use).
16.3 The indemnified party must give prompt notice, reasonably cooperate and leave the conduct of the defense/settlement to the indemnifying party, subject to its rights.
17. Non-sollicitation
17.1 The Client undertakes not to directly solicit or hire key employees/contractors of Markaitek who worked on its mandate, during the mandate and during12 moisafter its end, on the marketsCanadian and American, except with the written consent of Markaitek.
18. Force majeure
18.1 Neither party is liable for any delay/non-performance caused by an event beyond reasonable control (e.g. major breakdown, disaster, labor dispute, interruption of essential third party services, governmental act, catastrophe).
19. Applicable law, court and notice
19.1 Applicable law: applicable laws of Quebec and federal laws of Canada.
19.2 Competent court:Montreal (Quebec), Canada.
19.3 Legal notices: in writing tolegal@markaitek.com(and to any other address indicated in the SOW for the Customer).
20. General provisions
20.1 Entirety: the Contract constitutes the entire agreement.
20.2 Modifications: any modification must be in writing.
20.3 Assignment: the Client may not assign without written consent from Markaitek.
20.4 Severability: partial nullity without affecting the remainder.
20.5 Survival: payment clauses, confidentiality, IP, liability, indemnification, applicable law survive the end of the Agreement.
20.6 Linguistic priority: in the event of a discrepancy between versions, the versionfrançaiseprevails.
20.7 Mandatory rights: if the Customer is a consumer, the non-waivable rights provided for by applicable laws prevail.
Appendix A — Service Levels (SLA)
A.1 Service window:9:00 a.m. to 5:00 p.m. EST, Monday to Friday, excluding holidays.
A.2 Target deadlines for first treatment:
– Tier 1: 24 working hours
– Tier 2: 48 working hours
– Tier 3: 72 working hours
A.3 Tickets are classified according to the operational severity described in the SOW or, failing that, according to Markaitek’s reasonable assessment.
