Terms of Sale

Article 1: Definitions

Article 2: Purpose and Scope

2.1 Purpose

These Terms of Sale govern pricing, billing, payment and provision of the Services between the Publisher and the Customer.

2.2 Scope

Any Account creation — including to benefit from the Free Trial — and any subscription to a Service imply unreserved acceptance of these Terms of Sale. No special condition prevails except by written acceptance of the Publisher.

2.3 Hierarchy of Documents

In case of contradiction, the priority order is: (1) any signed amendment, (2) these Terms of Sale, (3) the Terms of Use, (4) the Privacy Policy, (5) the AI Legal Framework, (6) any commercial or technical documentation.

2.4 Target Customers

The Services are intended exclusively for business customers (B2B). The Customer declares it does not act as a consumer within the meaning of Quebec's Consumer Protection Act.

Article 3: Account Structure

3.1 General Principle

One Account = One Establishment = One single invoice. Each Account is linked to a single Establishment, defined by its business number (NEQ, BN or equivalent). All Reports, Users and consumption are consolidated into a single monthly invoice.

3.2 Integrity Rule per Establishment

It is strictly forbidden to:

• Create multiple Accounts for the same Establishment (fragment billing, circumvent included volume, obtain multiple Free Trials);
• Share Account credentials among multiple distinct Establishments (different business numbers);
• Use one Establishment's Account to generate Reports intended for another Establishment, except documented subcontracting or shared service.

Sanctions: the Publisher may merge Accounts, retroactively bill usage at the public rate in effect at the time of use, as reasonable liquidated damages (without Free Trial or any Preferential Terms benefit), suspend access and/or terminate the contract (Article 11).

3.3 Multi-Site Businesses

A business operating multiple sites under a single business number may, at its discretion, (a) consolidate all its sites into one Account, or (b) separate its activities into legally distinct Establishments (different business numbers), each with its own Account.

3.4 Users

The number of Users per Account is unlimited and free. No per-User or per-seat fees.

3.5 Account Transfer

In case of assignment, merger, acquisition or change of control, the Account is transferable subject to written notice within thirty (30) days. The Publisher may reassess terms if activity changes substantially.

Article 4: Service Offering — Asterion Report

4.1 Description

Asterion Report generates dimensional inspection reports: automatic extraction of dimensions (PDF, PNG, JPG, including handwritten reports), bubble drawing, GD&T management (ASME Y14.5), validation workflow, PDF export, KPIs and duplication.

4.2 Pricing

The $299.00/month price is all-inclusive: platform access, automatic extraction, processing, storage and infrastructure, as well as access to Asterion Gage. No per-Report fees within the volume limit (Article 4.4).

4.3 All-Inclusive Principle

All features are fully accessible; none is restricted or reserved for a higher tier. Handwritten scan is included at no extra cost.

4.4 Included Volume and Enterprise Plan

The included volume is an average of 2,400 Reports per year, assessed over twelve (12) rolling months. In case of sustained overage, the Publisher informs the Customer to agree on an Enterprise Plan (on quote). No service interruption is imposed solely due to an overage. If no Enterprise Plan is agreed within sixty (60) days of this notice, the Publisher may terminate the subscription with thirty (30) days' notice, without further penalty for the Customer.

4.5 Duplication

Duplication is free and is not counted toward the volume (Article 4.8).

4.6 Network Add-on (option)

The Customer may subscribe to the Network Add-on at $50.00 CAD / month: automatic saving of Reports to the Customer's network, when its configuration allows. Monthly, cancellable at any time. If automatic saving proves impossible in the Customer's environment, the Add-on is deactivated and any monthly fees billed without service rendered are credited.

4.7 ERP Connection (on quote)

Integration between the Customer's ERP and Asterion Report (ERP Connection) is a separate service, provided on quote (custom integration). It is not included in the subscription or the Network Add-on.

4.8 Report Counting

For volume tracking: a Report is counted once an Extraction is triggered; a duplicated Report (no new Extraction) or one deleted before any Extraction is not counted; a draft Report that underwent an Extraction is counted. The monthly subscription remains fixed within the included volume.

Article 5: Other Applications and Bundles

The following applications are offered as monthly subscriptions, cancellable at any time, under the same general conditions (unlimited free users, taxes extra):

Early access to Asterion Praxis is granted on a case-by-case basis; the Publisher may limit the number of seats and specify the terms in writing to the Customer concerned. During early access, the functional scope of Praxis evolves and may be adjusted by the Publisher, who informs the Customer.

The included volume of Article 4.4 applies to the Asterion Report component of any bundled plan (Suite Atelier, Asterion Praxis).

Article 6: Free Trial

6.1 Principle

Upon Account creation, the Publisher grants a sixty (60) day Free Trial, applicable to all applications:

• No volume or feature restrictions; functionally identical to the paid offering;
• No credit card required; no automatic billing at expiry;
• Granted once per Establishment; non-transferable, non-monetizable and non-refundable;
• Revocable without notice in case of breach of these Terms (notably Article 3.2).

6.2 Discretionary Extension

The Publisher may, at its sole discretion and as a commercial gesture, extend the Free Trial for a given Customer, for all or some of the applications. An extension does not constitute an acquired right, is not transferable and does not modify these Terms.

6.3 End of Trial

Upon expiry of the Free Trial, the Customer is invited to subscribe to the paid offering. No interruption without prior notice; data remains accessible read-only and exportable (Article 11.4) for ninety (90) days, after which the Publisher may delete it.

Article 7: Discretionary Preferential Terms

7.1 Principle

The Publisher may grant, at its sole discretion, Preferential Terms to a given Customer: discounts, price freeze, Free Trial extension or any other special arrangement. They are only valid if formalized in writing (email from the Publisher or amendment).

7.2 Scope

Preferential Terms do not constitute an acquired right for other Customers nor, beyond their written terms, for the future. They may be limited in time or scope according to their terms.

7.3 Maintenance and Loss

Unless otherwise stated in writing, Preferential Terms are maintained as long as the Account stays active, without invoices unpaid for over sixty (60) days, and the Customer complies with the Terms. Lost permanently upon termination then re-subscription.

7.4 Previously Granted Terms

Preferential terms granted in writing before this version came into force — including under the former "Founder Offer" — remain vested in the Customers concerned according to their terms. No existing Customer experiences an increase due to this version.

Article 8: Pricing and Price Changes

8.1 Reference Pricing

Prices in Canadian dollars (CAD), excluding taxes: Asterion Gage $99.00/month; Asterion QMS $199.00/month; Asterion Report $299.00/month; Suite Atelier $449.00/month; Asterion Praxis $599.00/month; Network Add-on $50.00/month; ERP Connection and Enterprise Plan on quote.

8.2 Price Modification

The Publisher may change prices subject to sixty (60) days' written notice, by email and, where applicable, an in-app notice.

8.3 Right to Terminate on Increase

In case of an increase, the Customer may terminate without charge until the new prices take effect. After that date, continued use constitutes acceptance.

8.4 Transparency

Current prices are published on the Publisher's website.

Article 9: Billing and Payment

9.1 Monthly Billing

A single invoice at the end of each Period includes: the subscription(s) taken out (Article 8.1); the Network Add-on ($50.00) if applicable; the Enterprise Plan or ERP Connection per quote; applicable sales taxes based on the Customer's province (GST and QST in Quebec; HST in harmonized provinces; GST and, where applicable, PST elsewhere). The first month following the Free Trial is billed pro rata to the days of service.

9.2 Payment Methods

Payments processed by Stripe. The Customer authorizes automatic debit of the registered payment method, processed within five (5) business days of invoice issuance (Visa, Mastercard, American Express and any method supported by Stripe in Canada).

9.3 Taxes

Prices exclude taxes; applicable sales taxes based on the Customer's province (GST 5% and QST 9.975% in Quebec, HST in harmonized provinces) are added. The Publisher's GST and QST registration numbers appear on its invoices.

9.4 Currency

All transactions are in Canadian dollars (CAD).

9.5 Payment Terms

Invoices payable on receipt; by automatic debit (Stripe), processed within five (5) business days of issuance.

9.6 Late Payment

Notice from day one, interest of 1.5% per month (18% annually) and reasonable collection costs where applicable.

9.7 Suspension

In case of default over thirty (30) days, suspension after a final five (5) business-day notice. Data retained ninety (90) days. Reinstatement conditional on full payment.

9.8 Invoice Dispute

The Customer has fifteen (15) days to dispute in writing; the undisputed portion remains due. Handled within ten (10) business days.

Article 10: Contract Duration

10.1 Subscription

Indefinite duration, monthly Billing Period, automatic renewal unless terminated.

10.2 Network Add-on

Can be activated or deactivated at any time; deactivation takes effect at the start of the following Period.

Article 11: Termination

11.1 By the Customer

Termination at any time via the interface or by email; effective at the end of the current Period. No pro-rata refund.

11.2 By the Publisher

In case of breach of the Terms (15-day formal notice), payment default over sixty (60) days, or fraudulent use (Article 3.2). The Publisher may also terminate upon cessation of its own business activities, with ninety (90) days' notice.

11.3 Consequences

Access disabled; the Customer has thirty (30) days to export its data; amounts due remain payable; loss of any Preferential Terms is permanent.

11.4 Data Portability

Free export of Reports in PDF at any time; on written request, structured data (CSV or JSON) within fifteen (15) business days.

Article 12: Intellectual Property

12.1 License

Non-exclusive, non-transferable (except Article 3.5), personal license limited to the contract term.

12.2 Customer Data Ownership

The Customer retains full ownership of its data (Reports, drawings, documents, configurations). The Publisher undertakes not to use, disclose or commercialize them without written consent.

12.3 Publisher Ownership

Software, algorithms, interfaces, databases, documentation and trademarks remain the exclusive property of Astérion Solutions inc.

Article 13: Limitation of Liability

13.1 Nature of Services

Services provided "as is" and "as available". The Publisher does not guarantee uninterrupted or error-free operation.

13.2 Exclusion of Results Warranty

Extraction results require mandatory human validation. The software is an assistance tool, non-decisional; verification is the Customer's sole responsibility.

13.3 Liability Cap

The Publisher's total liability shall not exceed the greater of: (a) the amounts paid by the Customer during the twelve (12) months preceding the event, or (b) five hundred dollars ($500.00 CAD).

13.4 Liability Exclusion

Exclusion of indirect damages, loss of profits, data or opportunities, and damages from the use of unvalidated data or data not compliant with the Terms of Use.

13.5 Automated Extraction and Handwritten Import (OCR)

Automated extraction features (OCR, handwritten sheet import, AI analysis) are provided as a data-entry aid. Their results are not guaranteed 100% reliable: OCR may make errors, omit or produce incorrect values, and its accuracy depends on scan quality, handwriting legibility and the number of pages submitted. Human verification of every value is mandatory. The Publisher declines all liability for errors resulting from data extracted automatically and not verified by the Customer.

13.6 Reservation of Mandatory Provisions

The limitations and exclusions of Articles 13.1 to 13.5 do not apply in case of intentional or gross fault of the Publisher, nor to bodily or moral injury, in accordance with the mandatory provisions of the Civil Code of Quebec (notably article 1474).

Article 14: Availability and Service Levels

14.1 Target

Targeted availability of 99.5% on a monthly basis, excluding scheduled maintenance.

14.2 Maintenance

Scheduled maintenance notified at least forty-eight (48) hours in advance; emergency maintenance without notice.

14.3 Backup

Regular backups; the Customer is encouraged to export its critical Reports.

14.4 Support

Support is provided by email (contact@solutions-asterion.com), in French and English, on business days. The Publisher aims for a first response within two (2) business days. No resolution time is guaranteed.

14.5 Data Hosting

Customer data is hosted in Canada (Montreal region), in accordance with Law 25 (Quebec). Any change of hosting region will be subject to sixty (60) days' written notice.

Article 15: Force Majeure

Neither party is liable for a failure resulting from force majeure within the meaning of article 1470 of the Civil Code of Quebec (disaster, pandemic, conflict, network outage, failure of an infrastructure provider, governmental decision, etc.), to the extent the event meets the unforeseeability and irresistibility criteria required by that article. Beyond ninety (90) days, either party may terminate without charge.

Article 16: Confidentiality and Data Protection

The collection and protection of personal information are detailed in the Privacy Policy, an integral part of the contract. The Publisher complies with Law 25 (Quebec) and PIPEDA (Canada). Data submitted for automated processing is not used to train third-party models, nor retained beyond immediate processing (AI Legal Framework).

Article 17: Prohibited Use and Anti-Abuse

17.1 Prohibited Uses

• Create multiple Accounts for the same Establishment (Article 3.2);
• Resell, sublicense or redistribute access without written authorization;
• Use the Services to develop a competing service;
• Reverse engineer, decompile or disassemble;
• Exploit the Free Trial by systematically creating new Accounts.

17.2 Detection and Sanctions

The Publisher may monitor usage solely to detect abuse and, after notice, issue a warning, suspend access, retroactively bill amounts unduly avoided at the public rate in effect at the time of use (as reasonable liquidated damages), or terminate (Article 11.2).

Article 18: General Provisions

18.1 Entire Agreement: these Terms, with the Terms of Use, Privacy Policy and AI Framework, constitute the entire agreement.

18.2 Severability: a void provision does not affect the others.

18.3 Waiver: any waiver must be express and in writing.

18.4 Assignment: the Customer may not assign its rights without written consent (except Article 3.5); the Publisher may assign to any successor company, with notice.

18.5 Notices: in writing, to the Account or Publisher email address.

18.6 Language: drafted in French; the French version prevails in case of translation.

Article 19: Governing Law and Dispute Resolution

19.1 These Terms are governed by the laws of Quebec and applicable federal laws of Canada.

19.2 The parties attempt an amicable resolution (mediation) within thirty (30) days of notice of the dispute.

19.3 Failing that, exclusive jurisdiction of the courts of the judicial district of Richelieu (Sorel-Tracy), Quebec, Canada.

Article 20: Contact

Annex A — Pricing Grid

Prices in Canadian dollars (CAD), excluding taxes, all-inclusive (extraction, infrastructure, processing, storage).