Terms of Sale

1. Purpose and Scope

These Terms of Sale (hereinafter "TOS") define the conditions under which Lowe Technologies Inc. (hereinafter "the Provider"), a Canadian corporation, provides its Software as a Service (SaaS) offerings under the Ges-sco brand. These TOS apply to any subscription, order or paid use of the services offered by the Provider, to the exclusion of all other documents. Any order implies unconditional acceptance of these TOS.

2. Description of Services

Lowe Technologies Inc. develops and operates the Ges-sco platform, an integrated cloud-based school management solution (enrollment, academic tracking, grades, attendance, billing, communication, etc.). The functional scope, included modules and applicable service levels are detailed in the commercial proposal or purchase order accepted by the client. The Provider undertakes to deliver the services in accordance with industry standards and agreed specifications.

3. Subscription, Pricing and Billing

Services are provided on a monthly or annual subscription basis. Applicable rates are those indicated in the accepted purchase order or quote. Unless otherwise agreed, prices are expressed in Canadian Dollars (CAD) and are exclusive of applicable taxes.

• Accepted payment methods: credit card, wire transfer, direct debit.
• Any late payment shall automatically incur interest at a rate of 1.5% per month, plus a flat-rate recovery indemnity.
• Applicable taxes (GST, PST/QST or other local taxes) are billed in addition, in accordance with applicable law.

4. Duration, Renewal and Termination

Subscriptions are entered into for the initial period indicated in the purchase order. At the end of this period, they automatically renew for successive identical periods, unless either party provides written notice of termination at least thirty (30) days before the renewal date. In case of early termination by the client, amounts already invoiced remain due to the Provider. The Provider reserves the right to immediately terminate the subscription in the event of a material breach by the client.

5. Technical Support and Maintenance

The Provider provides technical support by email and through the client portal, according to the subscribed service level. Planned maintenance operations are communicated with reasonable advance notice. The Provider strives to minimize service interruptions but cannot guarantee 100% continuous availability. Guaranteed availability levels, if applicable, are specified in the Service Level Agreement (SLA) attached to the purchase order.

6. Warranties and Limitation of Liability

The Provider undertakes to perform its obligations with due diligence and professionalism. Services are provided "as is." The Provider does not warrant that the software will be free from all defects or errors. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFITS, DATA OR BUSINESS OPPORTUNITIES. The Provider's total liability under the contract is capped at the amount of fees actually paid by the client during the twelve (12) months preceding the event giving rise to the claim.

7. Intellectual Property

The Ges-sco platform, its source code, documentation, algorithms, interfaces, trademarks, logos and all constituent elements remain the exclusive property of Lowe Technologies Inc. The client is granted a non-exclusive, non-assignable and non-transferable right to use, limited to the subscription period and contractual scope. Any unauthorized reproduction, modification, reverse engineering, decompilation or extraction is strictly prohibited.

8. Personal Data and Compliance

The Provider processes personal data in accordance with its Privacy Policy, the General Data Protection Regulation (GDPR) for clients located in the European Economic Area, and applicable Canadian personal information protection laws (PIPEDA / Law 25 in Quebec). A Data Processing Agreement (DPA) may be appended to the contract upon client request.

9. Force Majeure

Neither party shall be held liable for any delay or failure to perform its contractual obligations resulting from a force majeure event under applicable law, including but not limited to: natural disasters, pandemics, armed conflicts, strikes, telecommunications or power network failures, acts of government or public authorities.

10. Governing Law and Dispute Resolution

These TOS are governed by the laws of the Province of Manitoba, Canada, without regard to conflict of laws principles. Any dispute arising from these TOS shall first be subject to an attempt at amicable resolution. Failing agreement within thirty (30) days, the courts of Winnipeg, Manitoba, shall have exclusive jurisdiction to settle the dispute.