Terms of Use

Last Updated: January 20, 2026

(Version v1.1.0)

1. Acceptance of Terms

By accessing or using the RÉFÉRENCE B2B platform ("Platform"), you agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, you may not access or use the Platform.

RÉFÉRENCE B2B ("we," "us," "our") is a Quebec-based business consulting and managed service provider (MSP) matching platform that connects businesses with qualified technology service providers.

2. Definitions

• "Customer" refers to businesses seeking managed service providers through our Platform.
• "Supplier" refers to managed service providers registered on our Platform.
• "Services" refers to the MSP matching, business consulting, and related services provided through the Platform.
• "Account" refers to your registered account on the Platform.

3. Language of Contract

These Terms are available in French and English. In case of any discrepancy between the French and English versions, the French version shall prevail for Quebec residents, in accordance with the Charter of the French Language.

4. Account Registration and Eligibility

4.1 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use this Platform. By registering, you represent and warrant that you meet these requirements.

4.2 Account Information

You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate accounts that contain false or misleading information.

4.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

5. Platform Services

5.1 For Customers

The Platform provides Customers with:

• AI-powered matching with qualified MSPs based on technology requirements
• Access to pre-vetted supplier profiles and capabilities
• Business consulting and advisory services
• Request management and proposal comparison tools

5.2 For Suppliers

The Platform provides Suppliers with:

• Access to qualified customer leads
• Profile and capability management tools
• Business development support
• Integration with customer request workflows

5.3 Approval Process

All accounts are subject to approval by our management team. We reserve the right to deny registration or revoke access at our sole discretion. Approval does not guarantee matches or business outcomes.

6. Fees and Payment

6.1 Subscription Fees

Access to Platform features requires a paid subscription. Subscription fees are charged at account level (one subscription per company account). Pricing varies by role (Customer or Supplier) with discounts available for longer commitment periods (e.g., annual or multi-year plans). Current pricing is displayed on the Platform before checkout.

Billing Cycle: Subscriptions are billed in advance for the selected period (monthly, annually, or multi-year). All amounts are in Canadian Dollars (CAD) unless otherwise specified.

6.2 Commission Fees (Suppliers)

Suppliers are subject to commission fees on contracts closed through the Platform. Commission is calculated as a percentage of the total contract value, with rates determined by deal size tiers (larger contracts receive lower commission rates). Commission tiers are displayed in your Supplier dashboard.

Commission invoices are generated automatically when a contract is signed. Payment terms (immediate charge or net days) are configured per Supplier by our management team. Invoices are sent via email and available in your billing dashboard.

6.3 Payment Processing

Payments are processed securely through Stripe. By providing payment information, you authorize us to charge subscription fees to your payment method and, for Suppliers, commission invoices according to your agreed payment terms.

Billing Contact Information: You must provide accurate billing contact information including company legal name, billing address, and tax registration numbers (GST/QST/NEQ) if applicable. This information is required before your first payment can be processed.

6.4 Taxes

All fees are subject to applicable taxes (GST, QST, HST). Taxes are calculated automatically based on your billing address using Stripe Tax. If you are tax-exempt, you must provide valid exemption documentation to our management team for verification.

6.5 Grace Period

If a subscription payment fails, you will enter a grace period (duration configurable by Platform administration, typically 7-14 days) during which:

• You may continue existing work in progress (active requests, ongoing contracts)
• You will be excluded from new matching opportunities
• You will receive email notifications to update your payment method via the Stripe Customer Portal

If payment is not resolved within the grace period, your account will be suspended until payment is received.

6.6 Refunds

Subscriptions: You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period. There are no prorated refunds for unused time in a billing period. If RÉFÉRENCE B2B terminates your account without valid cause, you will receive a prorated refund for the unused portion of your subscription period.

Commissions: Commission fees are generally non-refundable once invoiced. In cases of contract disputes or cancellations after signing, commission adjustments are at management discretion.

Exceptions: Refunds may be provided as required by applicable law, if Services are not substantially provided as described, or as otherwise agreed in writing.

7. Intellectual Property

7.1 Our Content

All content, features, and functionality of the Platform, including but not limited to text, graphics, logos, software, and algorithms, are owned by RÉFÉRENCE B2B or our licensors and are protected by Canadian and international copyright, trademark, and other intellectual property laws.

7.2 Your Content

You retain ownership of any content, data, or information you submit to the Platform ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display such content solely for the purpose of providing the Services.

8. Prohibited Conduct

You agree not to:

• Violate any applicable laws or regulations
• Provide false, misleading, or fraudulent information
• Impersonate any person or entity
• Interfere with or disrupt the Platform’s operation
• Attempt unauthorized access to any part of the Platform
• Use the Platform for any illegal or unauthorized purpose
• Scrape, data mine, or use automated tools to access the Platform
• Circumvent any access restrictions or security measures

9. AI-Generated Content and Matching

The Platform uses artificial intelligence to analyze requirements and suggest MSP matches. All AI-generated recommendations are reviewed by our human management team before being published to Customers. We make no guarantees regarding the accuracy or suitability of any matches or recommendations.

10. Disclaimers and Limitations of Liability

10.1 No Warranty

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RÉFÉRENCE B2B SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

10.3 Quebec Consumer Rights

The exclusions and limitations above apply to the extent permitted by law. Nothing in these Terms limits or excludes any rights you may have under Quebec’s Consumer Protection Act or other applicable mandatory laws. If you are a consumer within the meaning of the Consumer Protection Act, the limitation of liability clauses above may not apply to you to the extent they are inconsistent with that Act.

10.4 No Guarantee of Results

We do not guarantee that you will find suitable matches, close business deals, or achieve any specific business outcomes through use of the Platform.

11. Indemnification

To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless RÉFÉRENCE B2B, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses arising out of or related to your use of the Platform or violation of these Terms.

Note: This indemnification clause does not apply to consumers within the meaning of Quebec’s Consumer Protection Act to the extent it is inconsistent with that Act.

12. Termination

12.1 Termination by RÉFÉRENCE B2B

With cause: We may suspend or terminate your account immediately and without notice in the event of a violation of these Terms, fraudulent behavior, or any conduct harmful to the Platform or its users.

Without cause: We may terminate your account without cause by providing you with thirty (30) days’ written notice. In the event of termination without cause during a paid subscription period, you will be entitled to a pro-rata refund of prepaid subscription fees for the unused period.

12.2 Termination by You

You may close your account at any time by contacting us at legal@referenceti.com. Termination does not result in a refund of fees already paid, unless otherwise required by law.

12.3 Effects of Termination

Upon termination, your right to access and use the Platform will immediately cease. The provisions relating to intellectual property, limitation of liability, indemnification, and governing law shall survive termination.

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, without regard to conflict of law principles.

13.2 Jurisdiction

Any disputes arising out of or relating to these Terms or the Platform shall be subject to the exclusive jurisdiction of the courts located in Montreal, Quebec.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by email or through a prominent notice on the Platform at least thirty (30) days before they take effect.

If you do not accept the changes, you may terminate your account before they take effect. Your continued use of the Platform after the changes take effect constitutes acceptance of the modified Terms.

15. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16. Contact Information

If you have questions about these Terms, please contact us at:
RÉFÉRENCE B2B
Email: legal@referenceti.com
Montreal, Quebec, Canada

© 2026 RÉFÉRENCE B2B. All rights reserved.