Pursuant to these Terms and Conditions, Nouvelle Vague Studio Inc., a company incorporated and operating under the laws of Canada, with corporation number 14741901, and business number 733396949, and its registered office at 60 ch. du Lac Duhamel Mont-Tremblant QC J8E 2H1 Canada, provides the services specified in the invoice to the Customer.
The Services are offered and provided subject to your acceptance of the terms and conditions contained herein and all other policies (including, without limitation, Privacy Policy, Refund Policy) and procedures that can be published from time to time by Nouvelle Vague Studio Inc. related to the Services, which shall be incorporated herein by reference. By receiving and using the Services, you agree to the Terms and Conditions herein.
We may make changes to the Terms and Conditions and/or our policies and/or procedures from time to time, in our sole and absolute discretion. We will notify you of any changes to the Terms and Conditions by posting the updated Terms and Conditions on the website of Nouvelle Vague Studio Inc. (https://nouvellevaguestudio.com/) and we will revise the “Updated” date above. It is your responsibility to review the Terms and Conditions frequently and to remain informed of any changes to them. The then-current version of the Terms and Conditions will supersede all earlier versions. You agree that your continued receipt and use of the Services after such changes have been published will constitute your acceptance of such revised Terms and policies and/or procedures (as applicable).
3.1. Contractor – Nouvelle Vague Studio Inc., a company incorporated and operating under the laws of Canada, with corporation number 14741901, and business number 733396949, and its registered office at 60 ch. du Lac Duhamel Mont-Tremblant QC J8E 2H1 Canada, providing the Services.
3.2. Customer – the legal entity or natural person ordering the Services by signing an Invoice issued by the Contractor or filling in the payment form.
3.3. Agreement – the agreement between the Contractor and the Customer for the provision of services in accordance with these Terms and Conditions and an Invoice.
3.4. Services – the services specified in the invoice (hereinafter the “Invoice”) or upon invoicing the Customer through the payment process.
3.5. Party to the Agreement – individually referred to as the Contractor or the Customer.
3.6. Parties to the Agreement – jointly referred to as the Contractor and the Customer.
3.7. Business Day – a day other than a Saturday, Sunday, or public holiday in Canada when banks are open for business.
4.1. In the Terms and Conditions hereunder, the Contractor undertakes an obligation to provide Services according to clause 3.4. of the Terms and Conditions and shall perform it subject to each Customer who applied to the Contractor for Services. The publication of the text of the Terms and Conditions on the website of Nouvelle Vague Studio Inc. (https://nouvellevaguestudio.com/) or presenting it to the Customer in any other manner shall constitute an offer by the Contractor to the Customer to enter into the Agreement on the terms and conditions specified herein.
4.2. The Agreement shall be deemed to be entered into upon acceptance of the offer by the Customer. The acceptance of the offer from the Customer’s side shall be deemed to be an advance payment of 100% of the value of the Services as specified in the Invoice issued by the Contractor unless otherwise agreed by the Parties in writing.
4.3. By accepting the offer, the Customer fully agrees to all the provisions of the Terms and Conditions, Privacy Policy, and Refund Policy without any waivers, exclusions, or disclaimers.
4.4. The Terms and Conditions are not required to be drawn up on paper and signed with a handwritten signature.
5.1. Use of Services and Availability. Nouvelle Vague Studio Inc. grants the right, in its sole and absolute discretion, to use the Services to anyone in accordance with clause 3.2. of the Terms and Conditions and for any reason based on legal grounds.
5.2. The subject matter of the Agreement shall be the provision of the Services specified in the Invoice issued by the Contractor.
5.3. The Contractor shall be entitled to engage third parties to provide the Services to the Customer.
5.4. The key points about the Services can be added to the Invoice by the Contractor.
6.1. The Contractor is entitled to:
6.1.1. Refuse to follow the Customer’s instructions for the provision of Services if fulfilling them leads to a breach of the current legislation of Canada or the legislation of the countries within whose territory the Services are provided.
6.1.2. Suspend or terminate the provision of Services under the Agreement where the Customer fails to fulfill its obligations.
6.1.3. The Contractor may unilaterally refuse to perform the Agreement by notifying the Customer at least 5 (five) calendar days before the date of termination of the Agreement and at the same time reimburse the Customer for the value of the Services paid but not delivered.
6.2. The Contractor is obliged to:
6.2.1. Provide the Services to the Customer in the extent, time, and within the period specified in the Invoice issued by the Contractor and accepted by the Customer, subject to payment in full and subject to full compliance by the Customer with all the requirements of this Agreement.
6.2.2. Ensure the confidentiality of information provided by the Customer.
6.3. The Customer is entitled to:
6.3.1. Demand efficient provision of the Services from the Contractor.
6.3.2. The Customer may unilaterally refuse to perform the Agreement by notifying the Contractor at least 10 (ten) calendar days before the date of termination. In the event of a unilateral refusal by a Customer (the legal entity) of the performance of the Agreement after the commencement of the performance of the Service by the Contractor, the Contractor shall deduct a fine equal to the value of the Services paid for but not rendered due to the Customer’s rejection of the Agreement.
6.4. The Customer is obliged to:
6.4.1. Pay the Contractor for the Services as set out in the Invoice.
6.4.2. Provide the Contractor with the information required for the provision of the Services at the Contractor’s request.
6.4.3. Avoid actions directed at disrupting the correct operation of the Contractor’s software and computer systems and undermining network security.
6.4.4. Ensure the confidentiality of information obtained under these Terms and Conditions or provided by the Contractor.
6.5. The Parties shall be liable for the failure to perform or improper performance of their obligations under these Terms and Conditions in accordance with the laws of Canada.
7.1. The cost of the Services is approved by the Contractor and is based on the Contractor’s costs, as indicated in the Contractor’s price list posted on the website of Nouvelle Vague Studio Inc. (https://nouvellevaguestudio.com/) or as agreed upon by the Parties via email, messenger (Telegram, Viber, Slack, Whatsapp), or online chat on the website of Nouvelle Vague Studio Inc. (https://nouvellevaguestudio.com/).
7.2. Payment for the Services shall be made on a 100% prepayment basis based on the Invoice issued by the Contractor. Payment for the Services shall be made by non-cash bank transfer or by any other mutually agreed-upon method.
7.3. The Services shall be deemed to be paid for from the moment the payment is received by the Contractor.
8.1. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED BY NOUVELLE VAGUE STUDIO INC. TO YOU ON AN “AS IS” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS. NOUVELLE VAGUE STUDIO INC. DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, STATUTORY, AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, ALL OF WHICH NOUVELLE VAGUE STUDIO INC. EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, NOUVELLE VAGUE STUDIO INC. MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, AND/OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE, AND/OR RELIABLE; (III) NOUVELLE VAGUE STUDIO INC. WILL BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT. NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM NOUVELLE VAGUE STUDIO INC. AND/OR THROUGH YOUR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF THE BEGINNING OF THE SERVICE.
8.2. LIMITATION OF LIABILITY. IN NO EVENT WILL NOUVELLE VAGUE STUDIO INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AND/OR SUBCONTRACTORS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR (I) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA, AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF NOUVELLE VAGUE STUDIO INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
9.1. Indemnification. You will defend, indemnify and hold Nouvelle Vague Studio Inc., our subcontractors, and our respective affiliates, officers, agents, employees, representatives, and assignees harmless from all demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature including without limitation reasonable attorneys’ fees, that arise from and/or relate to (i) your use of the Services and; (ii) your violation of the Terms, (iii) fraud you commit and/or your intentional misconduct and/or negligence, (iv) your use of the Services that is in violation of any applicable data protection/privacy law. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You agree not to settle any matter without the prior written consent of Nouvelle Vague Studio Inc. Nouvelle Vague Studio Inc. will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
9.2. Non-Sanctioned Status. The Customer warrants that neither the Customer nor any of its executive officers, directors, or any individual, entity, or organization holding any ownership interest or controlling interest in the Customer is an individual, entity, or organization with whom Nouvelle Vague Studio Inc. is prohibited from dealing by any law, regulation, or executive order. Furthermore, the Customer understands that if at any time during the term of Services, the Customer or any of its executive officers, directors, or any individual, entity, or organization holding any ownership interest or controlling interest in the Customer, is determined to be or for any reason becomes an individual, entity, or organization with whom Nouvelle Vague Studio Inc. is prohibited from dealing, Nouvelle Vague Studio Inc. shall have the right to terminate this Agreement with immediate effect, without fault or liability. If Nouvelle Vague Studio Inc. exercises the termination right described herein, the Customer shall pay Nouvelle Vague Studio Inc. for the Services provided prior to the effective date of the termination.
10.1. Entire Agreement; Conflict. Unless otherwise agreed to by Nouvelle Vague Studio Inc. and you in writing, these Terms and Conditions (including, without limitation, the terms and conditions set forth herein, Privacy Policy, Refund Policy, and other policies) constitute the entire agreement between Nouvelle Vague Studio Inc. and you concerning the subject matter hereof.
10.2. Governing Law. These Terms and Conditions and any use of the Services will be governed by the laws of Canada. Any legal action or proceeding arising under these Terms and Conditions will be brought exclusively in the courts located in Canada, and the parties hereby consent to the personal jurisdiction and venue therein.
10.3. Severability. If any part of these Terms and Conditions is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms and Conditions or any breach thereof, in any one instance, will not waive such term and/or condition or any subsequent breach thereof.
10.4. Assignment. You may not assign your rights under these Terms and Conditions to any third party without the prior written consent of Nouvelle Vague Studio Inc. Nouvelle Vague Studio Inc. may assign its rights under these Terms and Conditions to a third party. In that case, these Terms and Conditions will be binding upon and will inure to the benefit of the third party, their successors, and permitted assignees.
10.5. Force Majeure. Neither Nouvelle Vague Studio Inc. nor the Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond their reasonable control, which may include acts of God, natural disasters, acts of government, war, terrorism, strikes, and other labor disputes, and technical failures.
10.6. Survival. All provisions of these Terms and Conditions by their nature should survive termination, including, without limitation, warranty disclaimers, indemnity provisions, and limitations of liability.