Terms of Service
Last updated: March 17, 2026
These Terms of Service (“Terms”) govern your access to and use of the website located at neortal.com (the “Site”) and the IT consulting, managed services, and related services offered by Neortal Technologies Inc. (“Neortal,” “we,” “us,” or “our”). By accessing the Site or engaging our services, you (“you,” “your,” or “Client”) agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Site or our services.
1. Acceptance of Terms
These Terms constitute a legally binding agreement between you and Neortal Technologies Inc. Your access to or use of the Site, submission of a contact form, or engagement of any service constitutes your acceptance of these Terms. If you are accessing the Site or engaging services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.
These Terms apply to your use of the Site and to any services performed under a separate Statement of Work (“SOW”) or Service Agreement. In the event of a conflict between these Terms and a signed SOW or Service Agreement, the SOW or Service Agreement shall prevail with respect to the specific engagement.
2. Description of Services
Neortal provides IT consulting, managed IT services, cloud infrastructure, cybersecurity, custom software development, data and analytics solutions, and related technology services (collectively, “Services”). The specific scope, deliverables, pricing, and timelines for any engagement will be defined in a separate SOW or Service Agreement executed by both parties.
The information and descriptions on this Site are for general informational purposes only and do not constitute a binding offer. All services are subject to availability and mutual agreement.
3. Use of the Website
3.1 Permitted Use
You may access and use the Site for lawful purposes related to evaluating or engaging Neortal's services. You agree not to:
- Use the Site in any manner that violates applicable law or regulation
- Transmit any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable
- Attempt to gain unauthorized access to any portion of the Site or related systems
- Engage in scraping, data mining, or automated data collection without our prior written consent
- Introduce viruses, malware, or other harmful code
- Impersonate any person or entity, or misrepresent your affiliation
- Use the Site to send unsolicited commercial messages in violation of CASL or other applicable laws
3.2 Site Availability
We do not guarantee that the Site will be available at all times. We may suspend, modify, or discontinue the Site or any feature at any time without notice and without liability to you.
4. Intellectual Property
4.1 Neortal's Intellectual Property
All content on the Site — including but not limited to text, graphics, logos, icons, images, audio clips, and software — is the exclusive property of Neortal Technologies Inc. or its content suppliers and is protected by the laws of Canada, including the Copyright Act (R.S.C., 1985, c. C-42), trademark law, and other applicable intellectual property legislation. All rights are reserved.
You may not reproduce, distribute, modify, transmit, display, publish, or create derivative works from any Site content without our prior written permission.
4.2 Client Work Product
Unless otherwise agreed in a signed SOW or Service Agreement, all work product, deliverables, and custom developments created specifically for a client pursuant to a paid engagement shall, upon full payment, become the property of the client. Neortal retains ownership of its pre-existing intellectual property, tools, frameworks, methodologies, and general-purpose code libraries incorporated into deliverables (“Neortal Background IP”). Where Neortal Background IP is incorporated, we grant the client a non-exclusive, perpetual, royalty-free licence to use that Background IP solely as part of the deliverables.
4.3 Feedback
If you provide suggestions, ideas, or feedback about our services or Site, you grant Neortal a non-exclusive, royalty-free, perpetual licence to use that feedback for any purpose without obligation to you.
5. Confidentiality
Each party acknowledges that it may receive confidential or proprietary information from the other party in connection with the services (“Confidential Information”). Each party agrees to:
- Hold the other party's Confidential Information in strict confidence
- Not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to personnel who need to know for the purpose of delivering services and who are bound by equivalent confidentiality obligations
- Use Confidential Information only for the purposes of the engagement
These obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed without use of the Confidential Information; or (d) must be disclosed by law or court order, provided the receiving party gives prompt written notice where legally permissible.
Confidentiality obligations survive termination or expiration of any engagement for a period of five (5) years.
6. Pricing, Payment, and Taxes
Specific fees and payment terms for services are set out in the applicable SOW or Service Agreement. Unless otherwise specified:
- Invoices are due and payable within thirty (30) days of the invoice date
- Late payments may be subject to interest at the rate prescribed by applicable Quebec law
- All fees are exclusive of applicable taxes, including GST/HST and QST, which will be added to invoices as required by law
- Disputed invoices must be communicated in writing within ten (10) days of the invoice date; undisputed amounts remain due
7. Representations and Warranties
7.1 By Neortal
Neortal represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) to Neortal's knowledge, deliverables provided to clients will not infringe the intellectual property rights of any third party.
7.2 By You
You represent and warrant that: (a) you have the legal authority to enter into these Terms; (b) any information you provide to Neortal is accurate, complete, and not misleading; and (c) your use of the Site and services complies with all applicable laws.
7.3 Disclaimer of Warranties
The Site and its content are provided “as is” and “as available” without warranties of any kind, express or implied, to the maximum extent permitted by Quebec and Canadian law. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components.
8. Limitation of Liability
To the maximum extent permitted by applicable law, including the Civil Code of Québec and other applicable legislation, Neortal's total cumulative liability to you for any and all claims arising from or related to these Terms, the Site, or the services (whether based on contract, tort, statute, or otherwise) shall not exceed the total fees paid by you to Neortal for the specific service or engagement giving rise to the claim in the twelve (12) months preceding the claim.
In no event shall Neortal be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, loss of business opportunity, or loss of goodwill, arising out of or related to these Terms, the Site, or services, even if Neortal has been advised of the possibility of such damages.
Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded under applicable Quebec or Canadian consumer protection legislation; or (d) obligations under Quebec's Consumer Protection Act (RLRQ, c. P-40.1) where applicable.
9. Indemnification
You agree to indemnify, defend, and hold harmless Neortal Technologies Inc. and its officers, directors, employees, and contractors from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your use of the Site or services in violation of applicable law; or (c) any content or information you provide to Neortal that infringes the rights of a third party.
10. Service Availability Disclaimer
References to “24/7 emergency support” on this Site indicate that emergency assistance may be available outside standard business hours (Monday–Friday, 9:00 a.m.–6:00 p.m. EST). Emergency response is subject to technician availability and is only guaranteed under an active managed service agreement that explicitly includes out-of-hours or emergency support provisions. Neortal Technologies Inc. makes no unconditional guarantee of round-the-clock availability without such an agreement in place.
11. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, labour disputes, telecommunications failures, cyberattacks, or power outages (“Force Majeure Events”). The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance as soon as practicable.
12. Term and Termination
These Terms remain in effect for as long as you access the Site or engage our services. Either party may terminate a service engagement in accordance with the terms of the applicable SOW or Service Agreement. Neortal reserves the right to suspend or terminate your access to the Site at any time, with or without notice, for any violation of these Terms.
Sections 4 (Intellectual Property), 5 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), 13 (Governing Law), and all other provisions that by their nature should survive termination, shall survive any expiration or termination of these Terms or any service engagement.
13. Governing Law and Dispute Resolution
13.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, including the Civil Code of Québec (RLRQ, c. CCQ-1991), without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.2 Jurisdiction
Subject to Section 13.3, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Quebec, District of Montreal, with respect to any dispute arising under or in connection with these Terms or the services.
13.3 Dispute Resolution
Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved through negotiation, either party may pursue the available remedies set out in Section 13.2. Nothing in this section prevents a party from seeking urgent interim relief from a court.
14. Language
The parties have expressly requested that these Terms and all related documents be drafted in English. Les parties ont expressément demandé que les présentes conditions et tous les documents connexes soient rédigés en anglais. A French version of these Terms is available upon request by contacting us at contact@neortal.com.
15. Privacy
Our collection and use of personal information in connection with the Site and services is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Site or engaging our services, you consent to the practices described in our Privacy Policy.
16. Anti-Spam Compliance (CASL)
Any commercial electronic messages we send will comply with Canada's Anti-Spam Legislation (CASL, S.C. 2010, c. 23). We will only send marketing emails to individuals who have provided express or implied consent as defined by CASL. Each marketing email will include a clear and easy mechanism to unsubscribe. We will process opt-out requests within ten (10) business days.
17. General Provisions
17.1 Entire Agreement
These Terms, together with any applicable SOW, Service Agreement, and our Privacy Policy, constitute the entire agreement between you and Neortal with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements, representations, and understandings.
17.2 Severability
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
17.3 Waiver
No failure or delay by Neortal in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver is effective only if given in writing.
17.4 Assignment
You may not assign or transfer your rights or obligations under these Terms without Neortal's prior written consent. Neortal may assign these Terms or any rights hereunder to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to you.
17.5 Notices
All notices to Neortal under these Terms must be sent in writing to contact@neortal.com. Notices are deemed received on the next business day after sending.
17.6 Changes to Terms
We may update these Terms from time to time. We will post the revised Terms on this page with an updated “Last updated” date. For material changes, we will take reasonable steps to notify you. Your continued use of the Site or services after changes take effect constitutes your acceptance of the updated Terms.
18. Contact
For questions about these Terms of Service, please contact us at:
These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.