Online Timesheet System

Last updated on December 13, 2023. This Personnel Alter Ego Online Contract (the "Contract") is entered into between Personnel Alter Ego Inc, a company registered in the Province of Quebec, whose offices are located at 2055 Peel Street, Suite 920, Montreal, QC H3A 1V4, Canada ("Personnel Alter Ego") and the entity that accepts these terms and conditions (the "Customer"). This Agreement is effective as of the date you click the ("I Accept" box (the "Effective Date"). If you are accepting this Agreement on behalf of your employer or other entity, you represent and warrant that (i) you have the legal authority to bind your employer or other entity to these Terms of Use, (ii) you have read and understand this Agreement, and (iii) you are accepting this Agreement on behalf of the party you represent. If you do not have such legal authority, do not click the "I accept" box (or, if applicable, do not sign this Agreement). This Agreement governs the Customer's access to and use of the Services. 1. Services. 1.1 Facilities and data transfer. All facilities used to store and process Customer Data must meet reasonable security standards, providing protection at least equivalent to that afforded to facilities where Personnel Alter Ego stores and processes its own information of the same type. Personnel Alter Ego has implemented systems and procedures at least as demanding as the standards in force in its industry, to guarantee the security and confidentiality of Customer Data, to protect it from foreseeable threats or risks to its security or integrity and to prevent unauthorized access to or use of Customer Data. In connection with the provision of the Services, Personnel Alter Ego may transfer, store and process Customer Data in Canada or in any other country in which Personnel Alter Ego or its agents maintain facilities. By using the Services, the Customer consents to any such transfer, storage and processing. 1.2 Modifications. a. Services. Personnel Alter Ego may from time to time make commercially reasonable modifications to the Services. b. Terms of use. Personnel Alter Ego may from time to time make commercially reasonable changes to this Agreement. A current version of this Agreement is always available at http:// The Customer must accept the terms of this Agreement again each time it subscribes to or renews the Services. Thus, if changes have been made to this Agreement, by accepting again, the new version of the Agreement automatically comes into force at the same time. 2. Customer's obligations. 2.1 Compliance. The Customer shall use the Services in accordance with this Agreement. Personnel Alter Ego may, through the Services, occasionally offer new applications, functions or features, the use of which may be subject to the Customer's acceptance of additional terms and conditions. 2.2 Administration of Services by the Customer. The Customer may assign rights to access the Services to one or more Users. The Customer is responsible for (a) maintaining the confidentiality of passwords and User Accounts, and (b) ensuring that all activities under User Accounts comply with this Agreement. The Customer agrees that Personnel Alter Ego's responsibilities do not extend to the management or internal administration of the Services for the Customer, and that Personnel Alter Ego is solely responsible for data processing. 2.3 Unauthorized use. The Customer undertakes to take commercially reasonable measures to prevent any unauthorized use of the Services and to put an end to any abuse. The Customer shall also promptly inform Personnel Alter Ego if it becomes aware of any unauthorized access to or misuse of the Services. 2.4 Restrictions on use. Unless specifically agreed to in writing by Personnel Alter Ego, the Customer agrees not to perform the following actions and to use reasonable efforts to ensure that no third party performs them: (a) proceed with the sale, resale, lease or any functional equivalent of the Services to any third party (except as expressly authorized in this Agreement), (b) attempt to reverse engineer the Services or any component thereof, (c) attempt to create a substitute or similar service through the use of or access to the Services, (d) use the Services for High Risk Activities, (e) employ the Services to store or transfer Customer Data the export of which is subject to Export Control Laws. (f) use the Services to generate or promote the sending of unsolicited bulk commercial e-mail, (g) use the Services to violate the rights of others, or encourage such violation, (h) use the Services for illegal or fraudulent purposes, or for purposes of trespass, infringement or defamation, (i) use the Services to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or anything else of a destructive or deceptive nature, (j) use the Services to interfere with the use of the Services by customers or other authorized users, or to interfere with the equipment used to provide the Services, (l) use the Services to modify, disable, interfere with or circumvent any aspect of the Services, (l) use the Services to reverse engineer or test the Services in order to find their limitations and vulnerabilities, or in order to evade their filtering features, (m) use the Services in any manner not authorized by Personnel Alter Ego, whether such use involves a service in its entirety or only a component of a service. 2.5 Third party requests. It is the Customer's responsibility to respond to Third Party Requests. To the extent permitted by law or by the terms of the Third-Party Request, Personnel Alter Ego will (a) promptly notify Customer of the receipt of a Third-Party Request, (b) comply with Customer's reasonable requests regarding actions taken to report a Third-Party Request, and (c) provide Customer with information or tools to enable Customer to respond to the Third-Party Request. The Customer will first endeavour to obtain the information required to respond to the Third-Party Request and will only contact Personnel Alter Ego if it is unable to reasonably obtain such information. 3 Technical support services. 3.1 By the Customer. It is the Customer's responsibility to respond, at its own expense, to questions and complaints, addressed to it by End Users or by third parties, concerning the use of the Services by itself or by End Users. The Customer agrees to use commercially reasonable efforts to resolve support issues before referring them to Personnel Alter Ego. 3.2 By Personnel Alter Ego. If the Customer is unable to resolve a support problem under the above conditions, it may send a request to Personnel Alter Ego via the Administration Console. 4 Suspension. 4.1 End User Accounts by Personnel Alter Ego. If Personnel Alter Ego becomes aware of a breach of this Agreement by an End User, Personnel Alter Ego may expressly request the Customer to suspend the End User's account. If the Customer does not comply with Personnel Alter Ego's request to suspend an End User Account, Personnel Alter Ego is entitled to proceed with such Suspension. Any Suspension implemented by Personnel Alter Ego shall remain in effect until the End User concerned has remedied the breach which caused it. 4.2 Urgent Security Problems. Notwithstanding the foregoing, in the event of an Urgent Security Problem, Personnel Alter Ego reserves the right to automatically suspend the offending User Account. Such Suspension shall be of the minimum scope and duration necessary to prevent or terminate such Urgent Security Problem. If Personnel Alter Ego suspends an End User Account for any reason whatsoever without prior notice to the Customer, Personnel Alter Ego shall be obligated to justify its decision to the Customer upon the Customer's request, as soon as Personnel Alter Ego is reasonably able to do so. 5 Confidential information. 5.1 Obligations. Each party will: (a) protect the other party's Confidential Information as if it were its own Confidential Information; and (b) not disclose it except to Affiliates, employees and agents who have a need to know and have agreed in writing to keep it confidential. Each party (and all Affiliates, employees and agents to whom Confidential Information has been disclosed) may use Confidential Information only to exercise its rights and perform its obligations under this Agreement, using reasonable care to protect it. Each party shall be responsible for the actions of its Affiliates, employees and agents that have been implemented in violation of this Section. 5.2 Exceptions. Confidential Information does not include information (a) of which Recipient already had knowledge, (b) which is disclosed to the public through no fault of Recipient, (c) which was independently developed by Recipient or (d) which was legitimately transmitted to Recipient by another party. 5.3 Mandatory Disclosure. Each party may disclose the other party's Confidential Information when required by law, but, subject to legality, only after it has (a) undertaken commercially reasonable actions to notify the other party and (b) given the other party an opportunity to contest the disclosure. 6 Intellectual Property Rights and Trademarks. 6.1 Intellectual Property Rights. Except as expressly set forth, this Agreement does not grant either party any rights, implied or otherwise, in the Content or Intellectual Property of the other party. As agreed between the parties, the Customer owns all Intellectual Property Rights associated with its data, and Personnel Alter Ego owns all Intellectual Property Rights associated with the Services. 6.2 Display of Trademarks. Personnel Alter Ego may display the Trademarks authorized by the Customer in designated areas of the Service Pages. The Customer grants this authorization by importing its Distinctive Signs into the Services. Personnel Alter Ego may also display its own Distinguishing Signs on the Pages of the Services to indicate that the Services are provided by Personnel Alter Ego. Neither party may display or use the Distinctive Signs of the other party's brands beyond the scope of this Agreement without the prior written approval of the other party. 6.3 Limitation on Distinctive Signs. Any use of the Distinctive Signs of a Party's Trademarks shall inure to the benefit of the Party owning the intellectual property rights in such Distinctive Signs. A party may revoke the right of the other party to use its Distinctive Signs under this Agreement by giving written notice to the other party setting forth a reasonable time for such use to cease. 7 Advertising. 7.1 The Customer agrees that Personnel Alter Ego may include the Customer's name or Distinguishing Signs in a Personnel Alter Ego online customer list or in promotional material. The Customer also agrees that Personnel Alter Ego may verbally refer to the Customer as a customer of the Personnel Alter Ego products or services that are the subject of this Agreement. This section is subject to section 6.3. 8 Representations, warranties and disclaimers. 8.1 Representations and Warranties. Each party represents and warrants that it has the power and authority to enter into this Agreement. Each party warrants that it will comply with all applicable laws and regulations relating to the provision or use of the Services, if any (including the law relating to the notification of security breaches). 8.2 Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES WHATSOEVER (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND COMPLIANCE. PERSONNEL ALTER EGO MAKES NO REPRESENTATIONS ABOUT THE CONTENT OR INFORMATION ACCESSIBLE BY OR THROUGH THE SERVICES. 9 Period of validity. 9.1 Period of validity of the Agreement. This Agreement shall remain in full force and effect during the Term. 9.2 Validity Period of Services and Purchases During Validity Period. Personnel Alter Ego undertakes to provide the Services to the Customer during the Period of Validity of the Services. In the absence of a written agreement to the contrary between the parties, End User Accounts acquired during the Validity Period of the Services will have a pro-rated validity period ending on the last day of such period. 9.3 Manual renewal. Before the end of each Period of Validity of the Services, the Customer must manually renew and pay for his subscription to avoid any suspension of the Services. No automatic renewal is carried out by Personnel Alter Ego unless explicitly requested by the Customer in writing or via the administration console. The Customer may modify the number of End User Accounts to be renewed, and notify Personnel Alter Ego of this update via the Administration Console. If Personnel Alter Ego does not wish the Services to be renewed, it will inform the Customer in writing at least fifteen days before the end of the Validity Period of the Services in effect at that time. This notice of non-renewal will take effect at the end of this Period of validity. 9.4 Price revisions. Personnel Alter Ego may revise its rates for the next Service Term at any time without notice. 10 Termination. 10.1 Termination for Default. Either party may suspend performance of or terminate this Agreement if (i) the other party materially breaches the Agreement and fails to cure such breach within thirty days after receipt of written notice, (ii) the other party ceases business operations or is subject to insolvency proceedings and the proceedings are not dismissed within ninety days, or (iii) the other party materially breaches this Agreement more than twice, notwithstanding cure of such breaches. 10.2 Effects of Termination. If this Agreement is terminated, (i) the rights granted by one party to the other will terminate immediately (except as described in this Section), (ii) Personnel Alter Ego will allow the Customer to access and export its data for a commercially reasonable period of time, at the rates then prevailing for the relevant Services, (iii) after a commercially reasonable period of time, Customer Data will be deleted by Personnel Alter Ego who will remove the associated pointers from its active servers and replace such data progressively and (iv) each party will promptly implement commercially reasonable actions to return or destroy all other Confidential Information of the other party, if so requested. 11 Indemnification. 11.1 By the Customer. The Customer agrees to indemnify, defend and hold harmless Personnel Alter Ego from and against any and all liabilities, damages and costs (including court costs and appropriate attorneys' fees) arising out of any third party claim (i) relating to the Customer Data, (ii) that the Customer's Trademarks infringe or misappropriate any patent, copyright, trade secret or trademark of any third party or (iii) relating to the Customer's use of the Services in violation of this Agreement. 11.2 By Personnel Alter Ego. Personnel Alter Ego shall indemnify, defend and hold harmless the Customer from and against any and all liabilities, damages and costs (including court costs and appropriate attorneys' fees) arising out of any third-party claim that Personnel Alter Ego's technology used to provide the Services or Personnel Alter Ego's Trademarks infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, Personnel Alter Ego assumes no obligation or liability whatsoever under this Section (i) for the use of the Services or Personnel Alter Ego's Trademarks in modified form or in association with media not provided by Personnel Alter Ego and (ii) for information, data or content made available by the Customer, End Users or other third parties. 11.3 Possible infringement. a. Repair, replacement, or modification. If Personnel Alter Ego reasonably believes that the Services infringe the Intellectual Property Rights of a third party, then Personnel Alter Ego will (a) obtain, at its own expense, the right for the Customer to continue to use the Services, (b) offer a non-infringing replacement of the same functional level, or (c) modify the Services so that they are no longer infringing. c. Suspension or Termination. If Personnel Alter Ego does not believe that the foregoing choices are commercially reasonable, then Personnel Alter Ego may suspend or terminate Customer's use of the relevant Services. 11.4 General. The party seeking indemnification shall promptly notify the other party of the claim and shall cooperate with the other party in the defense of such claim. The party paying indemnification shall have complete control and authority over the defense, except that (a) any decision involving the party seeking indemnification admitting liability or paying money shall require the prior written consent of such party, such consent not to be unreasonably withheld or delayed, and (b) the other party may participate in the defense with its own counsel and at its own expense. THE FOREGOING INDEMNITIES REPRESENT THE SOLE REMEDY OF ONE PARTY UNDER THIS AGREEMENT FOR INFRINGEMENT BY THE OTHER PARTY OF THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. 12 Limitation of liability. 12.1 Limitation of Indirect Liability. NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THE PARTY WAS ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF DIRECT DAMAGES ARE NOT RECOVERABLE. 12.2 Exceptions to limitations. These limitations of liability apply to the fullest extent permitted by applicable law, but do not apply to breaches of confidentiality obligations, infringements of intellectual property rights of one party by the other, or indemnification obligations. 13 Miscellaneous. 13.1 Notices. Except as otherwise set forth herein, (a) all notices shall be in writing and sent to the attention of the other party's legal department and principal point of contact and (b) a notice shall be deemed delivered (i) upon written confirmation of receipt in the case of mailing by personal courier or express courier, upon receipt in the case of mailing without confirmation of receipt, or (ii) upon verification of automatic acknowledgement or electronic logs in the case of mailing by facsimile or electronic mail. 13.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if (a) the assignee agrees in writing to be bound by the terms of this Agreement and (b) the assigning party remains liable for obligations incurred, under the Agreement, prior to the assignment. Any other attempted transfer or assignment is null and void. 13.3 Force Majeure. Neither party shall be liable for any failure to perform to the extent caused by any condition (e.g., act of God, act of war or terrorism, riot, labor conditions, governmental action, power failure or Internet disruption) beyond the reasonable control of the party. 13.4 No Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver. 13.5 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions hereof shall remain in full force and effect. 13.6 No agency relationship. The parties are independent contractors, and this Agreement does not create any agency, partnership, or joint venture relationship between them. 13.7 No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement. 13.8 Equitable Remedy. Nothing in the Contract shall prevent a party from seeking equitable relief. 13.9 Governing Law. This Agreement shall be governed by the laws of the Province of Quebec, excluding its conflict of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE COURTS OF QUEBEC. 14 Amendments. Any amendment must be in writing and must expressly state that it modifies this Agreement. 14.1 Application after Termination. The provisions of the following sections shall survive the expiration or termination of this Agreement: 3, 6, 7.1, 11.2, 12, 13, 14 and 15. 14.2 Entire Agreement. This Agreement, and all documents referred to herein, represent the entire agreement in relation to its subject matter and supersede all prior agreements or contemporaneous agreements relating to such subject matter. Terms and conditions available via a URL and referenced in this Agreement are included by way of such reference. 14.3 Interpretation of conflicting conditions. In the event of any inconsistency between the documents constituting this Agreement, the documents shall prevail in the following order: the Order Page, the Agreement and the terms and conditions contained in a URL. If the Customer signs a physical contract with Personnel Alter Ego to benefit from the Services, the latter shall prevail over this online Contract. 14.4 The parties may enter into this Agreement in two identical copies, including facsimile, PDF or other electronic copies, which together constitute one and the same document. 15 Definitions. Account Manager: member of Personnel Alter Ego's sales department responsible for managing the Customer's use of Services. Administrator Accounts: accounts made available to the Customer by Personnel Alter Ego for the administration of the Services. The use of Administrator Accounts requires a password which Personnel Alter Ego undertakes to provide to the Customer. Administration Console: online tool that Personnel Alter Ego makes available to the Customer to use and manage the Services. Administrators: technical personnel appointed by the Customer, who administer the End User Services on behalf of the Customer. Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another party. Trademarks: trade names, brands, service marks, logos, domain names and other distinctive signs owned by one of the parties at a given time. Confidential Information: information disclosed by one party to the other under this Agreement which is marked as confidential, or which would normally be regarded as confidential in the circumstances. Customer Data is Confidential Information. Customer Data: data (including e-mail) that is provided, generated, transmitted, or displayed via the Services by the Customer or End Users. Urgent Security Problem: term referring to either (a) use of the Services by the Customer in violation of this Agreement, which may disrupt (i) the Services, (ii) use of the Services by other customers, or (iii) the network or Alter Ego Personnel servers used to provide the Services, or (b) access by an unauthorized third party to the Services. End Users: persons authorized by the Customer to use the Services. End User Account: an account hosted by Personnel Alter Ego and created by the Customer via the Services for an End User. Export Control Laws: all applicable export and re-export control laws and regulations. Initial Period of Validity of the Services: the period of validity of the relevant Services which commences on the Effective Date of the Services and continues for the full period indicated by client on the Order Page. Intellectual Property Rights: present and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and the like. Order Page: the form used by Alter Ego consultants that completes information and acceptance of candidate services for the duration of the mandate which indicates (i) the Services ordered, (ii) the associated fees, (iii) the number of End User Accounts and the corresponding Initial Validity Period. Effective Date of Services: date on which Personnel Alter Ego makes the Services available to the Customer after completion of order by Personnel Alter Ego of the duly completed Order Page. Services Pages: web pages presenting the Services to End Users. Period of validity of the Services: initial period of validity of the Services and all renewal conditions applicable to the Services concerned. Suspension: immediate deactivation of access to the Services or their components in order to prevent their use. Taxes: taxes, duties and levies (other than income tax paid by Personnel Alter Ego) relating to the sale of Services, including penalties or interest thereon. Validity Period: the duration of the Agreement, commencing on the Effective Date thereof and continuing until the earlier of (i) the end of the last Validity Period of the Services or (ii) the termination of the Agreement in accordance with the terms hereof. Third-party request: a request from a third party for recordings relating to an End-User's use of the Service. This may include a search warrant, court order, subpoena, other valid legal order or written consent from the End User authorizing disclosure. Technical Support Services: technical support services provided by Personnel Alter Ego to Administrators during the Term under the Technical Support Services Instructions.

1. The client accepts to pay all invoices and collection fees/costs incurred for the employee associated to this timesheet. Overtime hours will be billed at the same multiple as Alter Ego is legally required to apply to the pay rate.

2. Alter Ego personnel are assigned to the client based on a specific job description. Any changes may alter the pay and bill rates. All changes from the original agreement must be reviewed and approved by Alter Ego's representative.

3. The client agrees to be responsible for any Alter Ego employee on assignment. The client will provide a safe and legal workplace, will assume all risks inherent in its business and keep Alter Ego harmless from those risks.

4. The client will prevent, and bear the risk of employees traveling, operating vehicles or machinery, working in unsupervised premises, or handling cash, keys, negotiables, credit cards, check-writing materials, merchandise, or confidential information.

5. The client understands and accepts that Alter Ego accounting employees cannot either render a professional opinion on any financial statement on behalf of Alter Ego or sign their names or the Alter Ego name to any financial statement or any tax return while on assignment.

6. Neither the client nor Alter Ego will be liable to pay or indemnify the other for any incidental, consequential, exemplary, special, punitive, or lost profit damages or expenses.

7. The client agrees to give Alter Ego one (1) week advance notice of its intention to terminate an assigned employee having three (3) to twelve (12) months of uninterrupted service, and two (2) weeks advance notice in the case of an employee having one (1) to five (5) years of uninterrupted service.

Clients are billed only for the actual hours worked by assigned staff. However, there is a minimum charge of three (3) hours per day.

Temporary personnel assigned to our clients are considered employees of Alter Ego. Should the client, or a division or subsidiary hire said employee on a permanent or temporary basis within a twelve (12) month period of their last assignment, Alter Ego regular fees are applicable. These fees are calculated at 1% per $1,000 of salary with a minimum of 15% and a maximum of 30%. These fees apply in order to offset the considerable expense and revenue loss for the recruitment, evaluation and retention of its databases of assigned employees. Specific conditions may be altered by a written contract between the Client and Alter Ego.