General Terms and Conditions of Sale and Specific Terms and Conditions of Sale

"Real Estate Gateway" Service

Ts-Services SARL — www.ts-immo.ca

This English translation is provided for information purposes only. The French version shall prevail in all circumstances. These GTC apply exclusively to professional (B2B) clients. In the event of conflict between GTC and STC, the STC prevail. In the event of conflict between the accepted quotation and the GTC, the quotation prevails.

Article 1 — Identification of the Service Provider

Ts-Services, SARL, share capital EUR 500, RCS Thonon-les-Bains no. 893960773, registered office: 10 rue de Duclus, 74300 Cluses, France. EU VAT: FR44893960773.

Ts-Services is not registered for Canadian GST/HST or any provincial sales tax. No Canadian tax is charged to clients domiciled in Canada.

Contact: contact@ts-services.com | Support: support@ts-immo.org | Privacy: rgpd@ts-immo.org.

Article 2 — Definitions

• "Client": any professional legal entity or individual using ts-immo.ca.
• "User": any natural person accessing Services on behalf of the Client.
• "Services": website creation, real estate gateways, bespoke development, AI chatbots, as defined in the accepted quotation.
• "Order": any order placed under these GTC.
• "Personal Information": information relating to an identifiable individual under PIPEDA, Law 25 and GDPR.

Article 3 — Scope

These GTC apply to all Orders via ts-immo.ca, to the exclusion of any other document, exclusively for professionals. Quotation terms prevail in case of conflict.

Article 4 — Formation of Contract

Contract formed on quotation signature or deposit payment (first to occur). Amendments require prior written agreement. Deadlines are indicative and run from receipt of all required elements.

Article 5 — Client Obligations

The Client undertakes to: actively cooperate; freeze specifications before commencement; provide elements in usable formats with full IP rights; pay on time; back up data before any intervention; comply with applicable law (French and Canadian, including PIPEDA, Law 25 and the Copyright Act); refrain from reverse engineering.

Article 6 — Service Provider Obligations

Best-efforts obligation to perform Services professionally. Deliverables warranted free of third-party rights. Regular progress updates provided to the Client.

Article 7 — Pricing and Invoicing

Prices as per accepted quotation, in EUR or CAD as specified. Exclusive of French VAT. No Canadian GST/HST or provincial tax applicable. Prices may be revised on 30 days' notice without effect on current Orders.

Article 8 — Payment Terms

Deposit as specified conditions commencement of Services. Balance due within 30 days of invoice. Accepted payment methods: bank transfer (SWIFT) or bank card. No early payment discount.

Article 9 — Late Payment

Late payment penalties accrue automatically at three times the French statutory interest rate. Fixed recovery fee: EUR 40. Service Provider may suspend all current Orders until full payment received.

Article 10 — Intellectual Property

Pre-existing elements remain the Service Provider's exclusive property. Works created for the Client remain the Service Provider's property until full payment; upon payment, all IP rights are assigned exclusively to the Client worldwide for the full legal term, in accordance with French law and Canada's Copyright Act (R.S.C. 1985, c. C-42).

Article 11 — Warranties

Services warranted substantially conformant with Order specifications. All other warranties excluded to the extent permitted by applicable law.

Article 12 — Limitation of Liability

Liability limited to direct, foreseeable damages. Indirect damages excluded (loss of revenue, profits, customers, data, business interruption). Total liability capped at net amounts received for the relevant Order in the 12 months preceding the damage. Claims must be notified in writing within 8 working days of discovery.

Article 13 — Force Majeure

No liability for force majeure (Art. 1218 French Civil Code). Notice within 5 working days. Either party may terminate after 60 days without compensation.

Article 14 — Confidentiality

Confidential information kept strictly confidential for 5 years after contract end. Standard exceptions apply.

Article 15 — Personal Information Processing

The Client is the data controller; the Service Provider is the processor under Art. 28 GDPR and the mandatary under PIPEDA and Law 25. The Service Provider: processes information solely on documented instructions; ensures security and confidentiality; does not transfer information outside Canada/EEA/Switzerland without adequate safeguards; and deletes or returns information at contract end. A Data Processing Agreement (DPA) is available on request: rgpd@ts-immo.org.

In accordance with Law 25, the Service Provider undertakes to notify the Client without delay of any confidentiality incident likely to cause serious harm to an affected individual.

Article 16 — Subcontracting

The Service Provider may subcontract and remains solely responsible for performance, including privacy obligations of sub-processors.

Article 17 — Governing Law and Jurisdiction

Contract governed by French law. Vienna Convention excluded. Disputes submitted to the Commercial Court (Tribunal de commerce) of Annecy after a 30-day amicable resolution attempt.

Canadian clients benefit from the mandatory protections of PIPEDA and, for Quebec clients, the Civil Code of Quebec and Law 25. Such clients may access competent courts in their province for matters governed exclusively by mandatory Canadian law.

"Real Estate Gateway" Service

These STC supplement the GTC for the "Real Estate Gateway" Service on ts-immo.ca. STC prevail over GTC in case of conflict.

Article 1 — Subscription and Ordering

Paid subscription via ts-immo.ca, by bank card only, as a user licence. Licence linked to one domain name (including subdomains). Maximum synchronised listings per subscribed plan; weekly volume checks. Overage: 15-day notice to reduce volume or upgrade (with pro-rata credit). After 15 days with persistent overage: synchronisation suspended, no refund for current period.

Article 2 — Duration and Automatic Renewal

Monthly or annual, automatically renewed. Cancellation by email to support@ts-immo.org at least 15 days before renewal.

Article 3 — Hosting and Infrastructure

SaaS application hosted by Vercel (San Francisco, United States). Secure REST API. No formal SLA unless separately agreed in writing.

Article 4 — Real Estate Data

Ownership and editorial responsibility rest exclusively with the Client. Service Provider not liable for content, display errors or CRM failures. Synchronisation errors attributable to the Service corrected within 4 working days. Data normalised into Ts-Immo model; custom field requests accepted via Support. No third-party sharing except on Client instruction or legal obligation.

Article 5 — Data Deletion and Portability on Termination

Data retained 30 days post-termination, then permanently deleted. Structured export available on request before deletion. In accordance with Law 25, the Client may request confirmation of the destruction procedure.

Article 6 — Add-on Modules

Modules remain exclusive property of the Service Provider. No modification, distribution or transfer. Uninstall within 1 month of termination.

Article 7 — Technical Support

Email support at support@ts-immo.org only. Scope: data synchronisation (CRM ↔ Ts-Immo ↔ WordPress). Excludes graphical display, theme, SEO. First response within 4 working days (best efforts).

Article 8 — Termination for Cause

Immediate termination without compensation for: non-payment after 8-day formal notice; fraudulent use; material breach of STC/GTC. No refund on termination for Client fault.

RCS Thonon-les-Bains 893960773 | VAT FR44893960773 | support@ts-immo.org