The following general terms and conditions of payment consist of an agreement that is in full force and effect (the "Payment Agreement") between the Users (whether the Client or the General Contractor) and Billdr inc. and its subsidiaries. ("Billdr," "we," "our") governing the payment services defined herein and used throughout or in association with the Billdr Platform.
You agree that the general terms of service ("Billdr General Terms of Service"), separately govern your use of the Billdr Platform. All terms using a capital letter have the meaning indicated in the Billdr General Terms and Conditions of Service unless otherwise defined in the following terms of payment.
1.1 Billdr provides or will provide payment services for its Users, including a service for the collection of payments from the Clients (contracting parties) and a service for the payment of General Contractors providing services to Clients, via the Billdr Platform (the "Payment Services").
1.2 Due to the nature of the internet, Billdr cannot guarantee the continuous, uninterrupted availability and accessibility of its Payment Services. Billdr may temporarily suspend the availability of its Payment Services or certain parts or components of said Services if Billdr judges, at its sole and absolute discretion, that modifications must be brought to the Payment Services to protect the security and entirety of its servers, or for the purpose of maintaining or improving the Payment Services. You recognize and acknowledge that Billdr may occasionally improve or modify the Billdr Platform or introduce new Payment Services.
1.3 The Payment Services may contain links to Third-party Websites ("Third-party Websites") and said Third-party Websites may be subject to different terms and conditions as well as different practices regarding the use of your personal data. Consequently, Billdr cannot be held responsible for the availability or accuracy of said Third-party Websites nor of the content, products, or services available on such Third-party Websites.
2.1 To the extent permitted by law, Billdr may occasionally modify at its sole and absolute discretion any part of the terms and conditions of the Payment Agreement. However, such modifications will be binding to you only insofar as we have sent out, at least thirty (30) days preceding the coming into effect of the modifications, a clear and legible written notice exclusively containing the new clause or the modified clause, as well as the earlier version and the date at which the modification comes into effect. You can refuse said modification and terminate your use of the Payment Services free of charge or termination penalty, subject to your obligations towards any other User and/or Billdr for any ongoing Projects and/or Services, where applicable. To the extent permitted by law, your continued use of the Billdr Platform after any such modification will constitute your acceptance of said modification.
3.1 To use the Payment Services, you must have an active and up-to-date Billdr Account, respecting all the obligations outlined in the Billdr Terms and Conditions.
4.1 To obtain the Payment Services, you must first choose a payment tool to pay for any amounts owed through your use of the Billdr Platform (notably a credit card, debit card, or a Stripe or PayPal account) (hereafter referred to as "Payment Tool" (PayPal account, direct deposit, etc.), which tools will be added to your Billdr Account. For the purposes of the current Payment Agreement, the tools for giving and receiving payments shall be collectively designated the "Tools."
4.2 When using the aforementioned Payment Tools, you accept and acknowledge that third-party payment service providers can be retained by Billdr, notably Stripe Canada Payment Services Ltd and PayPal Canada Co. You recognize and accept that these service providers can, on occasion, require additional fees during the processing of your transaction and you accept and acknowledge that Billdr cannot be held responsible for said fees and you relieve Billdr of all responsibility in this regard. Your Tools can also be subjected to supplementary general terms required by the aforementioned payment service providers.
4.3 By agreeing to the present Payment Agreement, Billdr is authorized to collect information regarding your Payment Tools and to deduct and/or credit your Payment Tools in accordance with the present Payment Agreement.
4.4 For every eventuality, you recognize that as a User of the Payment Services and the Billdr Platform you are responsible for the accuracy and the keeping up to date of all information relative to your Payment Tools. In this regard, you must provide accurate, complete, and up-to-date information, keeping it up to date at all times (name, banking information, billing address, information relative to your Payment Tools). For every eventuality, you recognize that Billdr cannot be held responsible for any and all losses incurred as a result of inaccurate or obsolete information related to your Payment Tools.
5.1 Calculation of the Payment and Billdr Service Fees
a) Upon reception of the sums owed to the General Contractor by the Client in accordance with the modalities and deadlines agreed upon between the Users, Billdr will transfer to the General Contractor, within five (5) business days, the amounts owed (including all applicable taxes) to the General Contractor by the Client for the Services that the General Contractor provided, which amounts shall be net of the deduction made for the applicable Billdr Service Fees (hereafter the "Payment"). A separate project management fee is charged by Billdr to the Client but is not deducted from the amounts contemplated herein.
The Payment will be made by Billdr through the Payment Tool chosen by and indicated on the Billdr account of the General Contractor. The General Contractor accepts and acknowledges that Billdr's obligation to proceed to the Payment is subject and conditional to the effective receipt of the sums owed to the General Contractor by the Client for the Services rendered. In no way can Billdr be held responsible nor guarantee the payment of all sums owed to the General Contractor in the event of a default of payment by the Client.
b) Billdr Service Fees are equivalent to a percentage of each payment (excluding all applicable taxes) made by the Client in accordance with paragraph a) above, with the percentage being displayed on the Billdr Platform and able to vary upwards or downwards occasionally, at Billdr's sole discretion. Notwithstanding the foregoing, once the project is confirmed and the General Contractor has started to provide Services to the Client, such percentage shall not change for the entire duration of the project for which the General Contractor has been engaged. At present, the percentage is fixed at 6.5%, and in the event of a disparity between the percentage indicated on the Billdr Platform and that indicated in this Agreement, the percentage on the Billdr Platform shall prevail. Billdr may grant, occasionally and at its sole discretion, a discount on the Billdr Service Fees to the General Contractor.
c) In order to ensure the development and maintenance of Billdr Platform modules linked to the Payment Services, Billdr may, occasionally, require that Billdr's Service Fees be payable to Billdr outside of the Billdr Platform (namely by cheque) and will consequently notify Users.
5.2 The time required to receive a Payment, once sent out by Billdr, may vary depending on the Payment Tool used and the Service Provider's processing delay.
5.3 In the event that the modalities and deadlines agreed upon by the Users are not respected, the Users expressly acknowledge that Billdr cannot be held responsible in any way, for any sum whatsoever incurred as a result thereof, as it is understood that Billdr is not a party to the contractual relationship between the General Contractor and the Client. It falls to the Users to initiate the appropriate legal procedures to recover any outstanding sums on either side (General Contractor and Client).
6.1 The Client agrees to respect the modalities and deadlines of payment agreed upon with the General Contractor and to pay any and all sums owed to the General Contractor through the Billdr Platform, in accordance with the agreement binding the Client to the General Contractor and to which Billdr is not a party.
7.1 Billdr agrees to take all the measures necessary to prevent and correct any processing errors that may occur within the framework of its Payment Services. Billdr may decide, in order to correct any processing errors, at its absolute discretion, to grant a credit via the Payment Tool of the User in question, if need be, or to charge the Payment Tool initially intended for use for the transaction so that the User will receive all sums owed to him/her in accordance with the current Payment Agreement.
8.1 You are entirely responsible for respecting the laws, rules and regulations, and the fiscal obligations that may govern your use of the Payment Services. As concerns your use of the Payment Services, you may not, and agree to abstain from, and will not help nor permit outside third parties to :
- violate or bypass any and all laws, regulations, or agreements applicable to third parties, the rights of third parties, or the current Payment Agreement ;
- use the Payment Services for any objective, commercial or otherwise, not expressly authorized by the current Payment Agreement ;
- register or use any Payment Tool for receiving or sending payment on your Billdr account that you are not authorized to use ;
- avoid, divert, remove, deactivate, damage, decode, or bypass any technical component put in place by Billdr or any of its suppliers or other third-party partners in order to protect the Payment Services ;
- take any action that may harm, or potentially disturb or harm, the performance and regular functioning of the Payment Services ;
- attempt to decipher, decompile, disassemble or reverse engineer any software, modules, or applications used and provided by the Payment Services; or
- violate or adversely affect the rights of third parties or harm any person whatsoever.
9.1 The Payment Agreement comes into effect the moment your Billdr Account is created and is valid for an indefinite period. The Payment Agreement can be terminated:
a) By a User, without motive, with seven (7) business days advance notice is given to Billdr; or
b) By any party, effective immediately, without notice, as a result of infringement against provisions in the current or any other Payment Agreement or policy adopted by Billdr at different times;
c) You are no longer qualified to provide the Services in accordance with all laws, codes, rules, regulations, or others;
d) You no longer respect the applicable threshold determined by Billdr for [your Rate /or/ price you pay for the Services];
e) You do not respect the Billdr provisions and policies in effect;
f) Billdr believes in good faith that this action is necessary to protect the security of the Billdr community or of third parties, it is understood that in the aforementioned cases you will have the opportunity to resolve the failure alleged by Billdr to its complete and entire satisfaction, in the delay specified by Billdr, before Billdr permanently cancels the Payment Agreement with you; or
g) Billdr has sent you a written notice thirty (30) days in advance, to the effect that the Payment Agreement will be terminated.
Furthermore, Billdr may terminate the Payment Agreement or deactivate your Billdr Account effective immediately in the event that :
a) You understand that the termination of the Payment Agreement will result in the immediate termination of the general terms and conditions of service which you have entered into with Billdr and the deactivation of your Billdr Account.
Provisions that, by their nature, must continue past the termination of this Payment Agreement will continue to be in effect despite the termination. In the event of a termination of this Payment Agreement, you will remain responsible for your ongoing obligations towards any other Users, including the General Contractor, for any and all ongoing Projects and/or Services, where relevant, and you agree to promptly pay any outstanding amount owed to the General Contractor to Billdr, for remittance to the General Contractor after deduction of all relevant fees, by any reasonable mean accepted by Billdr such as cheque or bank transfer.
10.1 If you choose to use the Payment Services, you do so at your own risk and peril. The Payment Services are provided as is, according to availability, without any guarantee, implicit or deliberate, including no guarantee regarding the payment of all sums owed by a User to another User.
10.2 You acknowledge and accept that you have had the opportunity to inform yourself about the Payment Services and any applicable laws, rules, and regulations and that this information is not based on any legal declaration or fact provided by Billdr.
10.3 You accept that the use of the Payment Services can imply risks and that you choose to voluntarily accept these risks. You accept full responsibility for the choices that you have made before, during, and after your use of the Payment Services.
10.4 The warranty disclaimers mentioned above apply to the extent permitted by law.
11 Limitation of liability
You recognize and accept that, to the extent permitted by law, you assume the entirety of the risk resulting from your use of the payment services. Neither billdr nor any other party involved in the creation, production, or delivery of the payment services will be held responsible for any damage, unusual incident, exemplary or indirect damages, including the loss of profits, the loss of data, a loss or interruption of business, damage to computers, system flaws, replacement costs or for any harm or damage or inconvenience or emotional distress related to I) this payment agreement, ii) the use or inability to use the payment services, or iii) be it based on legal guarantee, civil or non-contractual liability (including negligence), responsibility for products or any other legal theory or that billdr was or was not informed of the possibility of such damage. Except as regards the obligations of billdr, where applicable, to pay the sums (as operator of the payment services) owed to users in accordance with these terms and conditions or in accordance with any other payment agreements, by no means will the total responsibility of billdr, resulting from or in connection to these terms and conditions and your use of the payment services exceed one hundred canadian dollars (100 $ cdn), respecting the amount owed to you by billdr according to the current general conditions of payment. The limitations of damages established herein are essential conditions of this payment agreement between you and billdr. Certain jurisdictions do not allow for the exclusion or limitation of liability for indirect or incidental damages, and therefore it is possible that the limitation of liability mentioned herein does not apply to you.
To the maximum extent permitted by all applicable laws, you agree to release, defend (at Billdr's discretion), compensate, and save Billdr and its affiliates, including, but not limited to, the managers, directors, administrators, employees, and agents, harmless from and against any complaints, liability, damage, loss, and expenses including, without limitation, all legal and accounting fees, resulting from or in any way linked to i) your violation of the current Payment Agreement or any other Billdr policy or norm, ii) your inappropriate use of the Payment Services or iii) your violation of any law, rule or right of a third party.
The laws of certain jurisdictions do not allow for a payment agreement to insist on arbitration in the event of a dispute or that you renounce rights that you claim to have in order to initiate legal proceedings related to a dispute that you claim to have against billdr, and in such a situation, some or all of the provisions provided for below relative to obligatory arbitration and the renunciation of your rights may not apply to you and you may have the right to initiate legal proceedings.
13.1 Negotiations in good faith
If a dispute arises related to the interpretation of or in regards to something lacking in this Payment Agreement or its termination, the Parties must attempt to negotiate in good faith.
If the dispute cannot be resolved in good faith, it must then be resolved in a definitive manner through arbitration involving a single arbitrator. If the Project is located in Québec, the dispute shall be resolved in accordance with the provisions of articles 624 et seq. of the Quebec Civil Procedure Code, on the understanding that the proceedings must take place in the district of Montreal, province of Quebec, unless otherwise specified by the Parties in question. If the Project is located in Ontario, the proceedings must take place in the district of Toronto, Province of Ontario, unless otherwise specified by the Parties in question
Any judgment, decision, or assignment rendered by an arbitrator in accordance with the present section must: i) be final and bind the Parties, ii) not be subject to any other procedure before common law courts other than those necessary for the ratification and enforcement of the decision by a court having appropriate competence in the matter, iii) not be disclosed to third parties unless such a disclosure is deemed necessary by the law in order to enforce the decision or for other reasons.
Arbitration fees including professional rates and the disbursements of the Parties involved are assigned by the arbitrator according to his/her own judgment in the circumstances.
14.1 This Payment Agreement, as well as any norms or policies adopted occasionally by Billdr relatively to the Payment Services will be interpreted and governed in accordance with the laws of the Province of Quebec and Canada if the Project takes place in the Province of Quebec. . If the Project takes place in the Province of Ontario or elsewhere other than the Province of Quebec, this Payment Agreement, as well as any norms or policies adopted occasionally by Billdr relatively to the Payment Services will be interpreted and governed in accordance with the laws of the Province of Ontario and Canada.
14.2 In the event that you must undertake the arbitration process as a consumer, you accept to submit your dispute to the non-exclusive jurisdiction of a provincial Court of Quebec or to a Court in the jurisdiction where you reside. If Billdr wishes to initiate proceedings against you and you are a consumer, Billdr may do so at the Court in the jurisdiction in which you reside. If you are a business and not a consumer, you agree to submit your dispute to the arbitration process described above.
15.1 If any provision of this Agreement is or becomes invalid or non-binding, the Parties will continue to be bound by the other provisions of this Payment Agreement. You accept that this Payment Agreement and the entirety of the Payment Agreement as defined as an integral part of it can be automatically ceded by Billdr at its sole and absolute discretion without notifying you, subject to applicable laws.
15.2 Unless otherwise indicated, all notices to Billdr must be sent by certified mail, postage prepaid, and with acknowledgment of receipt to :
Billdr inc. and its subsidiaries.
299-4000 Rue Saint-Ambroise, Montréal, QC, H4C 2C7, Canada
Any notice addressed to you will be delivered through the Payment Services or via the email address or postal address that you provided to Billdr when creating your Billdr Account.
15.3 The headings in this Payment Agreement are used for purposes of reference only and cannot be used in such a way as to interpret a given section. The terms « included » and « including » should be followed by the words « without limitation ».
15.4 The failure of any Party to act in response to a violation by another Party does not constitute a renunciation of the rights of this Party to act in response to subsequent or similar violations.
15.5 This Payment Agreement, together with the terms and conditions of service and the project management agreement, establish the complete agreement between you and Billdr concerning the intended purposes herein and takes precedence over any previous agreements concluded between the Parties be they verbal or written.
For any questions related to the Payment Services, please contact our customer service department at email@example.com.