Terms of Use

Vectanor Group inc. (Groupe Vectanor inc.) — applicable to Fundamentum (PaaS), Spatium, SCMS and Vigilia

Version: 2026-09-01 · Effective: 1 September 2026

1. Acceptance

By accessing or using any of the Services (as defined below), the entity or organization accepting these Terms ("Customer") agrees to be legally bound by these Terms of Use ("Terms"). The individual accepting these Terms represents and warrants that they have authority to bind Customer. If Customer does not agree, Customer must not access or use the Services.

These Terms constitute the entire agreement between Customer and Vectanor (as defined in Section 2) with respect to Users who access the Services without a separately executed Master Services Agreement ("MSA"). Where an MSA exists between Vectanor and Customer, the MSA governs and these Terms are supplementary only to the extent they are not inconsistent with the MSA.

2. Services Covered

These Terms apply to the following cloud-hosted software services operated by Vectanor Group inc. ("Vectanor") (collectively, the "Services"):

Fundamentum — Vectanor's Platform as a Service (PaaS) IoT platform, accessed without a separately executed MSA or engineering services agreement;
Spatium — Vectanor's parking management SaaS application;
SCMS — Vectanor's Street Light Controls Management System SaaS application, offered under the Dimonoff brand;
Vigilia — Vectanor's SaaS platform for the surveillance and monitoring of infrastructure.

These Terms also apply to any other cloud-hosted software service that Vectanor makes available by reference to them, whatever the division or brand under which it is offered.

These Terms do not apply to:

Firmware, embedded software, or hardware sold or provided by Vectanor;
Custom software modules developed specifically for an Organization under an MSA ("Customer's Modules");
Professional or engineering services governed by a Services Proposal.

3. Access and License

3.1 License Grant

Subject to your compliance with these Terms and timely payment of applicable fees, Vectanor grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes during the subscription term.

3.2 Authorized Users

Customer is responsible for all access to the Services under its account credentials. Customer must:

ensure that only individuals authorized by Customer access the Services;
maintain the confidentiality of all login credentials;
promptly notify Vectanor of any unauthorized access or suspected security incident at security@vectanor.com.

Customer is liable for all actions taken under its account.

3.3 No Installation Rights

The Services are cloud-hosted. These Terms do not grant any right to install, copy, or distribute any software on Customer's own infrastructure, except for client-side components (e.g., mobile apps, browser extensions) expressly provided by Vectanor for use with the Services.

3.4 APIs

The Services include or may provide access to application programming interfaces ("APIs") that enable integration with your own systems or third-party applications. The following terms apply to all use of APIs made available in connection with the Services:

(a) Confidentiality. API specifications, credentials (including API keys and tokens), and related developer documentation are confidential and proprietary. Customer may not distribute, disclose, or otherwise make them available to any third party without prior written consent from Vectanor.

(b) Permitted Use. APIs may be used solely in connection with Customer's authorized use of the Services, for the purpose of integrating the Services with Customer's own internal systems or applications, and only within the scope of Customer's subscription.

(c) No Reverse Engineering via API. Access to an API does not grant any right to reverse engineer, decompile, or derive the underlying source code or architecture of the Services.

(d) Credential Security. Customer is responsible for securing all API credentials issued to it. Compromised credentials must be reported immediately to security@vectanor.com. Vectanor reserves the right to rotate or revoke credentials at any time for security reasons, with reasonable notice where practicable.

(e) Rate Limits and Fair Use. APIs are subject to rate limits and fair use policies as published in the applicable developer documentation. Use exceeding published limits may result in temporary throttling or suspension of API access.

4. Prohibited Uses

Customer must not, and must not permit any third party to:

use the Services for any unlawful purpose or in violation of applicable law;
resell, sublicense, distribute, or make the Services available to any third party except Authorized Users within your Organization;
reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services;
modify, create derivative works of, or otherwise alter the Services;
probe, scan, or test the vulnerability of the Services or any related infrastructure, except with Vectanor's prior written consent and through a mutually agreed process;
transmit malware, viruses, or any malicious or disruptive code;
use the Services in a manner that disproportionately or unreasonably burdens the infrastructure;
remove, alter, or obscure any proprietary notices, trademarks, or branding within the Services;
use the Services to develop a competing product or service;
use any data extracted from the Services to train artificial intelligence or machine learning models without Vectanor's prior written consent;
circumvent or attempt to circumvent any technical protection measures, access controls, or license enforcement mechanisms used in connection with the Services;
use the Services in any application or context involving a risk of death, serious bodily injury, or significant damage to critical infrastructure, where failure of the Services could directly cause such harm, without implementing independent safeguards and controls adequate to the risk.

4.1 Suspension for Violation

Vectanor reserves the right to suspend access with five (5) days' written notice upon reasonable suspicion of a material breach of this Section 4. Access will be reinstated promptly upon Customer's demonstration that the breach has been remedied.

4.2 Suspension for Present Harm

Notwithstanding Section 4.1, Vectanor may suspend Customer's access to the Services immediately and without prior notice if Customer's use of the Services is causing or, in Vectanor's reasonable judgment, is imminently likely to cause: (i) harm to the security, integrity, or availability of the Services or the infrastructure on which they operate; (ii) harm to other customers or their data; or (iii) harm to any third party. Vectanor will notify Customer as soon as reasonably practicable after such suspension and will restore access promptly once the threat has been remedied.

5. Connectivity and Third-Party Services

Certain Services may facilitate or require connectivity to content and services hosted on external websites or platforms, whether operated by Vectanor or a third party. In some cases, such external content or services may appear integrated within the Services interface. Customer's use of the Services may result in automatic connections to Vectanor or third-party servers for purposes including but not limited to: service authentication, data synchronization, feature delivery, entitlement validation, and performance monitoring.

Connectivity to Vectanor infrastructure is governed by these Terms and the Privacy Policy. Connectivity to third-party services is subject to the terms and privacy policies of those third parties. Vectanor does not control, endorse, or accept responsibility for third-party content or services, and any dealings between Customer and a third party in connection with such services are solely between you and that third party. Vectanor may at any time modify or discontinue the availability of any third-party integration.

Access to certain features or integrations may require acceptance of separate terms and/or payment of additional fees.

6. Professional Use and Operational Responsibility

The Services are professional tools intended for use by trained and qualified personnel. The Services are not a substitute for Customer's own professional judgment, operational procedures, or regulatory compliance obligations.

Customer is responsible for ensuring that its use of the Services is appropriate for its operational context, that personnel accessing the Services are adequately trained, and that any outputs or configurations generated through the Services are reviewed before being acted upon.

Vectanor will not be liable for any consequences arising from Customer's reliance on Service outputs without independent verification, or from the operation of physical infrastructure in a manner inconsistent with applicable regulations, safety standards, or professional practice.

7. Service Availability

7.1 Availability Commitment

Vectanor will use commercially reasonable efforts to achieve a monthly availability target of 99% for each Service (the "Availability SLO"). The Availability SLO is a performance target and objective; it is not a guarantee or warranty of uninterrupted or error-free availability.

"Availability" is measured as the total available time minus all periods of consecutive unavailability of sixty (60) seconds or more, divided by total available time in a calendar month.

7.2 Exclusions

The Availability SLO does not apply to unavailability caused by:

scheduled maintenance (with prior notice where reasonably practicable);
factors beyond Vectanor's reasonable control, including force majeure events, Internet access failures outside its infrastructure, or failure of third-party services not within the cloud environment it operates;
actions or omissions of Customer or its Authorized Users, including misuse, improper configuration, or use of unsupported integrations;
suspension of access pursuant to Sections 4.1, 4.2, or 11.3 of these Terms.

7.3 Remedies for Unavailability

If Vectanor fails to meet the Availability SLO for two (2) or more consecutive calendar months, Customer may terminate the affected Service subscription upon thirty (30) days' written notice, provided the failure is not attributable to a cause listed in Section 7.2. This right of termination is Customer's sole remedy for breach of the Availability SLO under these Terms.

7.4 Service Discontinuation

Vectanor will provide at least ninety (90) days' written notice before permanently discontinuing any Service or materially removing a core feature of a Service, unless the Service is being replaced by a successor service offering equivalent functionality. For SCMS, given its role in the management of public infrastructure, Vectanor will use commercially reasonable efforts to extend this notice period to six (6) months where operationally feasible.

8. Artificial Intelligence

8.1 Use of AI in the Services

The Services may incorporate or provide access to artificial intelligence or machine learning features and capabilities, whether developed by Vectanor or integrated from third-party providers ("AI Features"). AI Features are provided to enhance Service functionality and operational efficiency.

8.2 What Vectanor Does Not Do

Vectanor does not use Customer Data to train, fine-tune, or improve any proprietary AI or machine learning models without Customer's prior express written consent. Where AI Features rely on third-party AI providers, data shared with such providers is used solely to deliver the requested functionality and is governed by the applicable third-party terms, which Vectanor will make available upon request.

8.3 Automated Decisions

Where an AI Feature is used to make a decision that produces legal or similarly significant effects concerning an individual, Vectanor will provide the disclosure and human-oversight measures required by applicable law, including Québec's Law 25.

9. Data and Privacy

9.1 Privacy Policy

Vectanor's collection, use, and protection of personal information in connection with the Services is governed by Vectanor's Privacy Policy, available at /en/privacy-policy/ ("Privacy Policy"), which is incorporated into these Terms by reference. By using the Services, Customer acknowledges that it has read and agrees to the Privacy Policy.

9.2 Customer Data

Customer retains ownership of all data it submits to or generates through the Services ("Customer Data"). Vectanor processes Customer Data solely to provide the Services and as described in the Privacy Policy, and handles personal information in accordance with the Québec Act respecting the protection of personal information in the private sector ("Law 25") and the federal Personal Information Protection and Electronic Documents Act ("PIPEDA"). Vectanor does not sell Customer Data to third parties.

9.3 Metadata

Vectanor may collect and use technical, aggregated, and anonymized or de-identified operational data derived from Customer's use of the Services (e.g., system logs, performance metrics, error rates) ("Metadata") for the purposes of operating, maintaining, and improving the Services and developing new features. Metadata is aggregated or de-identified so that it does not, on its own, identify Customer, its Organization, or any individual, and Vectanor will not attempt to re-identify it. Vectanor handles any such de-identified or anonymized information in accordance with applicable privacy law, including Québec's Law 25.

9.4 Security

Vectanor implements and maintains appropriate technical and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. These measures are commercially reasonable and consistent with good industry practice for cloud-hosted SaaS services, taking into account the nature of the Customer Data and the risks presented by the processing.

Customer is responsible for implementing appropriate security controls on its own systems, devices, and network connections used to access the Services.

9.5 Data Retention and Deletion

Upon termination or expiration of your subscription, Vectanor will securely delete Customer Data without undue delay, except that copies retained in routine system backups or archives will be deleted in the ordinary course of Vectanor's backup and retention cycle and will remain protected against active processing until deleted. You are solely responsible for exporting Customer Data prior to termination or expiration. Vectanor has no obligation to retain Customer Data after the effective date of termination. Notwithstanding the foregoing, data may be retained where required by applicable law, in which case such data will be archived and protected against further processing.

10. Intellectual Property

10.1 Vectanor IP

The Services, including all underlying software, algorithms, APIs, interfaces, documentation, and trademarks, are owned by Vectanor or its licensors. Nothing in these Terms transfers any ownership interest in the Services to Customer.

10.2 Customer IP

Customer retains all intellectual property rights in Customer Data and any materials it submits to the Services.

10.3 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Customer grants Vectanor a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and exploit such Feedback in connection with the Services and other Vectanor products, without any obligation to Customer.

11. Fees and Payment

11.1 Fees

Fees for the Services are set out in the applicable order form, invoice, or subscription confirmation issued by Vectanor. All fees are payable in Canadian dollars (CAD) unless otherwise specified in the applicable order form.

11.2 Payment Terms

Payment is due within thirty (30) days of the invoice date. Overdue amounts bear interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower.

11.3 Suspension for Non-Payment

Vectanor may suspend access to the Services upon fifteen (15) days' written notice if any undisputed invoice remains unpaid past its due date. Vectanor will not suspend the Services while Customer is disputing an invoice in good faith and cooperating diligently to resolve the dispute.

12. Confidentiality

Each party agrees to maintain the confidentiality of non-public information disclosed by the other party in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Neither party will disclose such information to third parties without the other party's prior written consent, except as required by law or to personnel who need to know such information to perform under these Terms and who are bound by confidentiality obligations at least as protective as those set out here.

13. Warranties and Disclaimers

13.1 Vectanor Warranty

Vectanor warrants that the Services will perform materially in accordance with their published documentation during the subscription term.

13.2 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 13.1, THE SERVICES ARE PROVIDED "AS IS." VECTANOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VECTANOR DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SERVICES AND THEIR FEATURES OR FUNCTIONALITY ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE A WARRANTY.

14. Indemnification

14.1 Indemnification by Customer

Customer agrees to indemnify, defend, and hold harmless Vectanor and its affiliates, officers, directors, employees, and agents (collectively, "Vectanor Indemnitees") from and against any third-party claims, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) ("Claims") arising out of or related to:

(a) Customer's breach of these Terms or any applicable law or regulation;

(b) Customer's use of the Services in a manner not authorized by these Terms, including any use that causes harm to a third party or to physical infrastructure;

(c) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party intellectual property right, or violates any applicable privacy law;

(d) the acts or omissions of Customer's Authorized Users in connection with the Services.

Customer's indemnification obligation does not apply to the extent the Claim results from the gross negligence or willful misconduct of the Vectanor Indemnitees.

14.2 Indemnification by Vectanor

Vectanor agrees to indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party Claims arising out of an allegation that the Services, as provided by Vectanor and used in accordance with these Terms, infringe a valid Canadian or U.S. patent, registered trademark, or registered copyright ("IP Claim").

Vectanor's indemnification obligation under this Section 14.2 does not apply if the IP Claim arises from: (i) Customer's modification of the Services; (ii) Customer's combination of the Services with third-party products or services not provided or approved by Vectanor; (iii) Customer's use of the Services after Vectanor has provided a non-infringing alternative; or (iv) Customer Data.

14.3 Indemnification Procedure

The party seeking indemnification ("Indemnified Party") must: (i) promptly notify the indemnifying party ("Indemnifying Party") in writing upon becoming aware of a Claim (but failure to notify promptly will only reduce the indemnification obligation to the extent the Indemnifying Party is materially prejudiced); (ii) grant the Indemnifying Party sole control of the defense and settlement of the Claim, provided that no settlement may impose any obligation, admission, or liability on the Indemnified Party without its prior written consent; and (iii) provide reasonable cooperation and assistance at the Indemnifying Party's expense.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

IN NO EVENT WILL VECTANOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF VECTANOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Liability

THE TOTAL AGGREGATE LIABILITY OF VECTANOR ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU FOR THE AFFECTED SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3 Exceptions

Nothing in these Terms limits either party's liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) Customer's indemnification obligations under Section 14.1; or (iv) any other liability that cannot be excluded or limited under applicable law.

15.4 Cap on Vectanor's Intellectual-Property Indemnity

Notwithstanding Section 15.3, Vectanor's total aggregate liability under its indemnification obligation in Section 14.2 (IP Claims) will not exceed CAD $5,000,000. This ceiling is Vectanor's entire liability, and Customer's exclusive remedy, for any claim that the Services infringe a third party's intellectual-property rights.

16. Term and Termination

16.1 Term

These Terms apply for the duration of Customer's active subscription to the Services.

16.2 Renewal Notice

For annual subscriptions, Vectanor will provide written notice of the fees applicable to the upcoming renewal term no later than sixty (60) days prior to the renewal anniversary date. Fees will not increase during an active annual subscription term. If Customer does not wish to renew, written notice of non-renewal is required at least thirty (30) days before the renewal date.

16.3 Termination by Customer

Customer may terminate its subscription at any time upon thirty (30) days' written notice. For annual subscriptions paid upfront, no refund will be provided for the unused portion of the subscription term, except as otherwise set out in Section 7.3.

16.4 Termination by Vectanor

Vectanor may terminate your access to the Services:

immediately upon written notice if Customer materially breaches Sections 3, 4, or 10 of these Terms and fails to cure such breach within ten (10) days of notice;
upon thirty (30) days' written notice, for any reason, subject to a pro-rata refund of prepaid fees for the unused subscription period;
immediately, if Customer becomes insolvent, bankrupt, or enters into receivership or any analogous proceeding.

16.5 Effect of Termination

Upon termination, Customer's right to access the Services ceases immediately. Section 9.5 applies to Customer Data. Sections 10, 12, 13, 14, 15, and 17 survive termination.

17. General

17.1 Governing Law

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any disputes shall be resolved exclusively before the courts of the judicial district of Quebec, Province of Quebec, Canada.

17.2 Language

A French-language version of these Terms is made available at /conditions-utilisation/ and on request. Where Customer is located in Québec, the French version is made available before acceptance, and Customer may require that the French version govern; the parties may otherwise expressly agree to be bound by the English version. Outside Québec, the parties have expressly agreed that these Terms be drafted in English. Une version française des présentes conditions est disponible; le client situé au Québec peut exiger que la version française prévale. Les parties ont autrement expressément convenu que les présentes conditions soient rédigées en anglais.

17.3 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

17.4 Corporate Identity

"Vectanor" means Vectanor Group inc. / Groupe Vectanor inc., the single legal entity that provides the Services and is the contracting party under these Terms. Fundamentum, Spatium, SCMS, Vigilia and Dimonoff are products, platforms or business names of Vectanor and are not separate legal or contracting entities. The entity identified in any order form or subscription confirmation as the service provider is Vectanor Group inc. Vectanor's genuine corporate affiliates (if any) that are not the contracting party are intended third-party beneficiaries of the confidentiality, intellectual-property, warranty-disclaimer and limitation-of-liability provisions of these Terms and may rely on and enforce those provisions.

17.5 No Waiver

Failure to enforce any provision of these Terms will not constitute a waiver of Vectanor's right to enforce it in the future.

17.6 Assignment

Customer may not assign its rights or obligations under these Terms without Vectanor's prior written consent. Vectanor may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of substantially all of the relevant assets.

17.7 Export Control

The Services and any related data or outputs may be subject to Canadian and other applicable export control and trade sanctions laws, including regulations administered by Global Affairs Canada, the U.S. Department of Commerce (Bureau of Industry and Security), and the U.S. Department of the Treasury (Office of Foreign Assets Control) (collectively, "Export Control Laws").

Customer represents, warrants, and covenants that neither Customer nor any of its Authorized Users:

(a) are a citizen or resident of, or located within, a country or territory subject to Canadian or U.S. trade sanctions or other significant trade restrictions;

(b) are identified on any Canadian or U.S. government restricted party list, including the Consolidated Canadian Autonomous Sanctions List, the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List, or the U.S. Department of Commerce's Denied Party List, Entity List, or Unverified List;

(c) will use the Services in any end use prohibited under applicable Export Control Laws, including activities related to nuclear, chemical, biological, or radiological weapons, or unmanned aerial vehicle systems; or

(d) will use the Services to disclose, transfer, export, or re-export, directly or indirectly, any Service output, Customer Data, or other content to any country, entity, or party ineligible to receive such items under applicable Export Control Laws.

Customer is solely responsible for determining the export classification of its own data and for complying with all applicable Export Control Laws as they may change over time.

17.8 Modifications to These Terms

Vectanor may modify these Terms from time to time. When changes are made, the updated Terms will be posted at /en/terms-of-use/ with an updated version date. At least thirty (30) days' notice will be provided before material changes take effect, by email to the address on file or by in-app notification. Continued use of the Services after the effective date constitutes acceptance. If Customer does not agree to the modified Terms, Customer must stop using the Services and may terminate its subscription in accordance with Section 16.3.

17.9 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between Customer and Vectanor with respect to the Services and supersede all prior agreements and understandings relating to the same subject matter.

Contact

Vectanor Group inc. / Groupe Vectanor inc.
1015 Avenue Wilfrid-Pelletier, Suite 410
Québec (Québec) G1W 0C4
Canada

General enquiries: info@vectanor.com
Security incidents and compromised credentials: security@vectanor.com
Privacy requests: privacy@vectanor.com
Telephone: +1 418-682-3636