General Terms and Conditions
General Terms and Conditions — Youdge Projet Canada Inc.
1.1 These general terms and conditions (the “ Agreement ”) set out the terms governing the commercial relationship between Youdge Projet Canada Inc. (“ Youdge ”) and each business entity purchasing or receiving lead generation, digital marketing, customer acquisition, performance marketing or related services from Youdge (each, a “ Partner ”).
1.2 This Agreement applies to all services supplied by Youdge, including lead generation, customer acquisition, digital advertising, affiliate marketing, comparison websites, marketplace distribution, API and postback integrations, reporting, campaign management and optimization services (collectively, the “ Services ”), unless expressly superseded by a written agreement signed by both Parties.
1.3 Each Campaign Order executed between Youdge and a Partner incorporates this Agreement by reference. Unless expressly stated otherwise, this Agreement prevails over any purchase order, commercial terms, vendor portal or similar document issued by a Partner.
2.1 In this Agreement, unless the context otherwise requires: “ Affiliate ” means any entity directly or indirectly controlling, controlled by, or under common control with a Party; “ Applicable Laws ” means all federal, provincial, territorial and local statutes, regulations, regulatory policies and governmental requirements applicable to the Services; “ Business Day ” means any day other than a Saturday, a Sunday or a statutory holiday in Canada; “ Campaign ” means a marketing initiative established by Youdge for the promotion of a Partner’s products or services; “ Campaign Order ” means the commercial schedule executed between the Parties, substantially in the form of Schedule B, setting out the commercial conditions applicable to a Campaign; “ Click ” means a valid interaction generated by a consumer on a digital advertisement, hyperlink or promotional content; “ Confidential Information ” means all non-public commercial, financial, operational, technical or strategic information disclosed by either Party, subject to the exclusions set out in Section 17.2; “ Funded Customer ” means a consumer whose financing application has been approved by the Partner and whose funds have been disbursed; “ Funding Rate ” means the percentage of validated Leads resulting in Funded Customers during the applicable reporting period, calculated in accordance with Section 7.3; “ Invalid Traffic ” means any Click, Lead or Conversion generated through fraudulent, automated, deceptive or otherwise prohibited means, as further described in Article 14; “ Lead ” means a consumer inquiry or application meeting the qualification criteria established for the applicable Campaign; “ Personal Information ” has the meaning assigned to it under applicable Canadian privacy legislation; “ Postback ” means the electronic transmission of conversion data from the Partner to Youdge; “ Qualified Lead ” means a Lead satisfying the validation criteria set out in Schedule C; “ Validation Period ” means the period during which a Lead may be accepted, rejected or disputed in accordance with this Agreement, as specified in the applicable Campaign Order.
2.2 Headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; references to legislation include amendments and successor legislation; “including” means “including without limitation”; and references to a Party include its successors and permitted assigns
3.1 Youdge shall perform the Services using commercially reasonable efforts and in accordance with industry practices. The specific Services applicable to each Campaign are described in the applicable Campaign Order.
3.2 Unless expressly agreed otherwise in writing, Youdge retains complete discretion regarding the selection of advertising channels, marketing technologies, optimization methodologies and traffic acquisition strategies.
3.3 Nothing in this Agreement constitutes a guarantee of any minimum volume of Clicks, Leads, Conversions or Funded Customers, nor of any approval rate, Funding Rate, conversion rate or level of profitability. Marketing performance depends on numerous factors outside Youdge’s reasonable control.
4.1 Each commer cial engagement shall be documented in a Campaign Order substantially in the form attached as Schedule B, specifying, as applicable, the campaign name, products, provinces, term, pricing model and rates, fun ding definition, validation rules, volume caps, technical integration parameters, reporting and invoicing terms, and designated contacts.
4.2 In the event of any inconsistency, the following order of precedence applies: (a) any executed amendment; (b) the applicable Campaign Order, solely with respect to the commercial terms expressly modified therein; (c) this Agreement; and (d) any other document expressly incorporated by reference.
5.1 The Services are compensated under one or more of the following models, as identified in the applicable Campaign Order: Cost Per Click (“ CPC ”), Cost Per Lead (“ CPL ”), Cost Per Funded Customer (“ CPF ”), hybrid models, fixed campaign fees, or any other methodology agreed in writing by the Parties.
5.2 Unless otherwise agreed in a Campaign Order, the pricing schedule set out in a Schedule A applies to all Campaigns. All amounts are expressed in Canadian dollars and are exclusive of applicable sales taxes
5.3 Youdge may modify its standard pricing schedule upon thirty (30) days’ prior written notice; such modifications do not affect Campaign Orders already executed unless expressly agreed by both Parties.
6.1 Where a Campaign operates under a CPC model, the Partner shall pay Youdge the applicable CPC rate for each valid Click generated during the billing period. A Click is valid where it originates from legitimate consumer activity, complies with Article 14, does not constitute Invalid Traffic and has not previously been counted.
6.2 Youdge shall exclude from invoicing any Click constituting Invalid Traffic
7.1 Where a Campaign operates under a CPF model, compensation becomes payable only when a Qualified Lead results in a Funded Customer.
7.2 A Funded Customer exists only where the consumer’s application has been approved, all underwriting requirements have been satisfied, the loan or financial product has been funded, and the funding has been confirmed through the agreed reporting process.
7.3 The Funding Rate determines the applicable pricing tier under a Schedule A and is calculated, unless otherwise agreed on a monthly basis and separately for each billing period, as follows: Funding Rate = (validated Funded Customers ÷ validated Leads) × 100 . Only Qualified Leads accepted during the applicable Validation Period are included in the calculation; rejected Leads and Invalid Traffic are excluded
8.1 The Partner shall provide complete, accurate and timely reporting necessary to determine Campaign performance, including, as applicable, Leads received, applications submitted, approvals, rejections, Funded Customers, funding amounts and conversion timestamps. Where performance is measured through Postbacks, the Partner shall transmit Postback notifications promptly following each relevant consumer event, in accordance with the specifications set out in Schedule D.
8.2 Each Party shall maintain logs sufficient to reconcile reporting discrepancies for a period of at least twenty-four (24) months. Where a discrepancy arises between the Parties’ respective reporting systems, the Parties shall exchange the relevant data, investigate the cause, reconcile validated transactions and correct invoicing where appropriate. Neither Party shall manipulate reporting data.
9.1 Unless otherwise agreed in writing, Youdge invoices monthly. Each invoice identifies, as applicable, the Campaign, pricing model, billing period, Clicks, Qualified Leads, Funded Customers, applicable Funding Rate, taxes and total amount payable.
9.2 The Partner shall notify Youdge of any billing dispute within fifteen (15) Business Days of receipt of the invoice, failing which the invoice is deemed accepted.
9.3 Invoices are payable within thirty (30) calendar days of the invoice date, unless otherwise specified in the applicable Campaign Order. Overdue amounts bear interest at the lesser of two percent (2%) per month and the maximum rate permitted by Applicable Law. The Partner is responsible for all reasonable collection costs, including legal fees where permitted by law. No set-off or deduction may be applied without Youdge’s prior written consent.
9.4 The Partner is responsible for all applicable taxes arising from the Services, excluding taxes based solely on Youdge’s net income. Where required by Applicable Law, Youdge shall collect and remit GST/HST, QST or other applicable indirect taxes, and the Partner shall provide any required exemption certificates
10.1 Where compensation is determined on the basis of Funding Rates, Funded Customers or other performance-based metrics, Youdge may, upon reasonable prior notice, verify the accuracy of the information used to calculate compensation, including reporting reconciliations, conversion logs, funding confirmations, postback records and transaction summaries.
10.2 Any such audit shall be conducted during normal business hours, be limited to information relevant to the applicable Campaign, minimize disruption to the Partner’s operations and remain subject to Article 17. If an audit reveals an underpayment exceeding five percent (5%) of the invoiced amount for the audited period, the Partner shall promptly pay the outstanding balance together with the reasonable costs of the audit. This Article does not limit any other remedy available to Youdge.
11.1 Throughout the Term, the Partner shall: (a) maintain all licences, registrations and authorizations required to offer its products or services; (b) ensure that all information provided to Youdge is accurate, complete and current; (c) maintain the technical infrastructure necessary to receive, process and report Leads; (d) comply with all Applicable Laws governing consumer lending, advertising, privacy, electronic communications and financial services; (e) process Leads in a commercially reasonable manner and promptly report funding decisions through the agreed reporting mechanism; and (f) cooperate in good faith in the resolution of operational and technical issues.
11.2 The Partner shall not knowingly engage in any activity liable to adversely affect the reputation of Youdge or its marketing network.
12.1 Youdge shall use commercially reasonable efforts to generate quality consumer traffic, optimize Campaign performance, deliver Leads meeting the applicable Campaign criteria, maintain the agreed technical integrations, provide the agreed reporting and respond to technical issues within a commercially reasonable timeframe, the whole subject to Section 3.3.
13.1 The Parties shall cooperate in implementing the technical integrations required for each Campaign, which may include APIs, secure file transfers, webhooks, Postbacks, encrypted data exchanges, authentication credentials and tracking parameters, in accordance with the specifications set out in Schedule D. Each Partner shall designate at least one technical contact responsible for integration support.
13.2 Where Leads are delivered through an API, each Party shall maintain reasonably available infrastructure, monitor connectivity, promptly investigate failures, secure communications using industry-standard encryption and implement commercially reasonable redundancy measures. Neither Party is liable for temporary outages caused by third-party infrastructure providers beyond its reasonable control.
13.3 Neither Party shall materially modify its integration specifications without reasonable prior notice, except that emergency security changes may be implemented immediately where necessary to protect consumers, systems or data
14.1 All traffic supplied by Youdge shall originate from lawful marketing practices. Unless expressly approved in writing, traffic generated through automated means, bots, click farms, malware, spyware, forced or hidden redirects, domain spoofing, cookie stuffing, deceptive advertising, unauthorized browser extensions, fake or automated registrations, incentivized traffic, misleading landing pages or other artificial engagement techniques is prohibited.
14.2 Invalid Traffic includes duplicate Clicks or Leads, fake, synthetic or stolen identities, incomplete applications, corrupted data, automated or emulator-generated submissions, VPN or proxy traffic used to circumvent campaign restrictions, and any fraudulent consumer activity. Invalid Traffic is not eligible for compensation under any pricing model.
14.3 Each Party shall implement commercially reasonable fraud prevention measures appropriate to the nature of the Services. Where fraud is reasonably suspected, Youdge may suspend Lead delivery pending investigation, without limiting any other remedy available under this Agreement
15.1 A Lead constitutes a Qualified Lead only where it satisfies the validation standards set out in Schedule C . Leads failing any validation requirement may be rejected.
15.2 A Partner disputing a Lead shall provide written notice to Youdge within the Validation Period, together with sufficient supporting information to permit investigation. Generic or unsupported rejections do not constitute valid disputes. Leads not rejected within the Validation Period are deemed accepted. The Parties shall cooperate in good faith in the resolution of disputed Leads.
16.1 Youdge may optimize any Campaign, including by modifying advertising channels, bidding strategies, creatives, landing pages, traffic allocation or targeting criteria. Material modifications affecting pricing or Campaign objectives require the Partner’s prior written approval.
16.2 Youdge may immediately suspend a Campaign where it reasonably believes that fraud has occurred, that Invalid Traffic materially exceeds acceptable levels, that technical failures materially affect Campaign integrity, that consumer harm may occur, that continued operation could expose Youdge to significant financial, legal or reputational risk, or that Applicable Law so requires. Where practicable, Youdge shall notify the Partner and provide a reasonable opportunity to remedy the issue. Suspension does not affect payment obligations accrued prior to the suspension date.
16.3 Each Party shall maintain commercially reasonable business continuity and disaster recovery procedures appropriate to the Services and shall use commercially reasonable efforts to restore affected Services as promptly as practicable
17.1 Each Party shall: (a) use the other Party’s Confidential Information solely for the purposes of performing this Agreement; (b) protect it with at least the degree of care it applies to its own confidential information, and in no event less than a commercially reasonable standard of care; (c) restrict access to those of its employees, officers, contractors and professional advisors having a legitimate need to know and bound by obligations no less protective than those herein; and (d) refrain from disclosing it to any third party without the disclosing Party’s prior written consent, except where disclosure is required by Applicable Law.
17.2 Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was lawfully known to the receiving Party before disclosure, is independently developed without reference to the Confidential Information, or is lawfully obtained from a third party without restriction.
17.3 The obligations in this Article survive termination of this Agreement for five (5) years and, with respect to trade secrets, for so long as they retain that status
18.1 Each Party retains all right, title and interest in and to its intellectual property. Except as expressly provided herein, no licence, assignment or transfer of intellectual property rights is granted under this Agreement. The Partner shall not copy, modify, reverse engineer, reproduce, distribute, create derivative works from or otherwise exploit any proprietary technology, documentation, software or marketing assets of Youdge without prior written authorization. Any improvements, developments or proprietary tools developed independently by Youdge in the course of the Services remain the exclusive property of Youdge.
18.2 Neither Party shall use the other Party’s trade names, trademarks, logos or other branding elements without prior written approval. Any approved use shall comply with the owner’s brand guidelines, be limited to the approved Campaign and confer no ownership rights. Upon termination or upon request, each Party shall promptly cease all such use.
19.1 Each Party shall comply with all Applicable Laws relating to the collection, use, disclosure, retention and protection of Personal Information, including, where applicable, the Personal Information Protection and Electronic Documents Act (PIPEDA), Québec’s Act respecting the protection of personal information in the private sector (as amended by the Act commonly known as Law 25), Canada’s Anti-Spam Legislation (CASL) and any other applicable provincial privacy legislation. Each Party remains independently responsible for its own compliance obligations, and nothing herein transfers regulatory responsibility from one Party to the other.
19.2 Each Party shall retain Personal Information only for so long as necessary to fulfill the purposes for which it was collected or as required by Applicable Law. Upon termination of this Agreement, each Party shall, upon written request and subject to Applicable Law, securely return or destroy the other Party’s Confidential Information, provided that archival copies may be retained where required for legal, regulatory, taxation, audit or recordkeeping purposes, subject to the confidentiality obligations herein.
20.1 Each Party shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the information processed under this Agreement, which shall include, where commercially appropriate, encryption of data in transit and of sensitive data at rest, multi-factor authentication for administrative access, least-privilege access controls, logging and monitoring of critical systems, periodic vulnerability assessments, employee security training and commercially reasonable backup procedures. The Parties acknowledge that no security system guarantees absolute protection.
20.2 Each Party shall notify the other without undue delay upon becoming aware of any security incident materially affecting information exchanged under this Agreement, providing, where reasonably available, a description of the incident, the categories of affected information, the known or suspected impact and the mitigation and corrective measures undertaken. The Parties shall cooperate in good faith in the investigation and mitigation of any such incident. Nothing herein requires disclosure of privileged information or of information whose disclosure is prohibited by Applicable Law.
21.1 During the Term and for twelve (12) months thereafter, neither Party shall knowingly circumvent the other Party for the purpose of directly conducting business with a customer, supplier, publisher, affiliate, lender, financial institution or other commercial relationship introduced through the performance of this Agreement, without the introducing Party’s prior written consent. This restriction does not apply where the relationship existed independently prior to the introduction or was established without reliance upon the introducing Party.
21.2 During the Term and for twelve (12) months thereafter, neither Party shall knowingly solicit for employment any employee or key independent contractor of the other Party who became known through the performance of this Agreement. General employment advertisements, unsolicited applications and recruitment conducted independently of this Agreement are not restricted.
22.1 Each Party shall comply with all Applicable Laws relating to anti-bribery and anti-corruption and shall not, directly or indirectly, offer, promise, authorize, request, receive or provide any improper payment, gift or benefit intended to improperly influence any commercial or governmental decision. A material breach of this Section constitutes grounds for immediate termination.
22.2 Each Party represents that neither it nor, to its knowledge, its directors, officers or controlling persons are subject to economic or trade sanctions imposed by Canada or any other applicable jurisdiction, and shall promptly notify the other Party of any circumstances giving rise to potential sanctions concerns.
22.3 Each Party remains solely responsible for its own compliance with Applicable Laws governing its business activities. Where a governmental authority, regulator or court issues an order affecting the Services, the Parties shall cooperate in good faith to implement any modifications reasonably necessary to maintain compliance. If continued performance of a Campaign would violate Applicable Law, Youdge may suspend or terminate the affected Campaign upon written notice. No provision of this Agreement requires either Party to perform an act that would violate Applicable Law.
23.1 Except in respect of fraud, gross negligence, willful misconduct, breaches of confidentiality, violations of intellectual property rights, indemnification obligations, violations of applicable privacy laws or liabilities that cannot legally be excluded, neither Party shall be liable to the other for any indirect, incidental, consequential, exemplary, punitive or special damages, including loss of profits, revenue, anticipated savings, goodwill, data or business opportunities, business interruption or reputational harm, whether arising in contract, extracontractual liability (including negligence) or otherwise, even if advised of the possibility of such damages.
23.2 Subject to Section 23.1, each Party’s aggregate liability under this Agreement shall not exceed the total amount paid or payable by the Partner to Youdge during the twelve (12) months immediately preceding the event giving rise to the claim.
24.1 Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and its directors, officers, employees, shareholders, Affiliates and representatives against any third-party claim, liability, damage, judgment, settlement, cost or expense (including reasonable legal fees) arising from the Indemnifying Party’s breach of this Agreement, negligence or willful misconduct, violation of Applicable Laws, infringement of intellectual property rights, misuse of Confidential Information, or false, misleading or unlawful advertising or marketing.
24.2 The indemnified Party shall promptly notify the Indemnifying Party of any claim and reasonably cooperate in its defence. The Indemnifying Party shall not settle any claim in a manner that admits liability on behalf of the indemnified Party without its prior written consent.
24.3 Each Party shall maintain commercially reasonable insurance coverage appropriate to the nature and scale of its business and shall, upon reasonable request, provide evidence of such coverage
25.1 Neither Party is liable for any delay or failure in performance resulting from an event beyond its reasonable control, including natural disasters, epidemics, cyberattacks, telecommunications or utility failures, labour disputes, governmental actions, war, terrorism or civil unrest (a “ Force Majeure Event ”). The affected Party shall promptly notify the other Party and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected Campaign upon written notice
26.1 This Agreement takes effect on the Effective Date and remains in force until terminated in accordance with this Article. Either Party may terminate this Agreement without cause upon thirty (30) days’ prior written notice.
26.2 Youdge may immediately suspend or terminate any Campaign or this Agreement where fraud is detected or reasonably suspected, Invalid Traffic materially exceeds acceptable thresholds, the Partner commits a material breach of this Agreement, continued performance would expose Youdge to significant legal, financial or reputational risk, or Applicable Law so requires.
26.3 Either Party may terminate this Agreement immediately if the other Party becomes insolvent, files for bankruptcy protection, ceases carrying on business, makes an assignment for the benefit of its creditors, or undergoes a change of control that materially impairs its ability to perform this Agreement.
26.4 Termination does not affect accrued rights or payment obligations. Articles 10 (Audit), 17 (Confidentiality), 18 (Intellectual Property), 19 (Privacy), 21 (Non-Circumvention and Non- Solicitation), 23 (Limitation of Liability), 24 (Indemnification), 27 (Governing Law and Dispute Resolution) and any provision which by its nature is intended to survive shall survive termination or expiration of this Agreement.
27.1 This Agreement is governed by and interpreted in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict of laws rules.
27.2 The Parties shall first attempt in good faith to resolve any dispute through negotiations between senior representatives and, failing resolution within thirty (30) days, may submit the matter to confidential mediation before commencing legal proceedings. Subject to any mandatory rights under Applicable Law, the courts sitting in the judicial district of Montréal, Québec have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Nothing herein prevents either Party from seeking injunctive or other equitable relief to protect its Confidential Information or intellectual property.
28.1 Notices. All notices under this Agreement shall be in writing and delivered by email, recognized courier or registered mail to the addresses designated by each Party. Electronic notices are deemed received on the Business Day following transmission unless delivery failure is confirmed.
28.2 Electronic Signatures. This Agreement, any Campaign Order and any amendment may be executed electronically and in counterparts; electronic signatures have the same force and effect as original handwritten signatures.
28.3 Independent Contractors. The Parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, employment or fiduciary relationship, and neither Party may bind the other except as expressly authorized in writing.
28.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an Affiliate or in connection with a merger, amalgamation or sale of substantially all of its assets. Any unauthorized assignment is null and void.
28.5 Entire Agreement; Amendments; Waiver. This Agreement, together with all Schedules, Campaign Orders and written amendments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, proposals and agreements, whether oral or written. No amendment is effective unless made in writing and signed by duly authorized representatives of both Parties. Failure to enforce any provision does not constitute a waiver, and any waiver is effective only if made in writing.
28.6 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions continue in full force and effect, and the Parties shall negotiate in good faith a valid replacement provision reflecting as closely as possible the original commercial intent.
28.7 Language. The Parties confirm their express wish that this Agreement and all related documents be drawn up in English. Les parties confirment leur volonté expresse que la présente convention et tous les documents s’y rattachant soient rédigés en langue anglaise
Please contact f.roy@youdge.com to know more about the commercial pricing.
The applicable pricing tier is determined by the Funding Rate achieved during the applicable billing period. Unless otherwise agreed in a Campaign Order, this Schedule applies to all Campaigns governed by this Agreement.
Each Campaign Order shall include,: Campaign Name; Effective Date; Partner Name; Products and Services; Geographic Scope; Approved Marketing Channels; Pricing Model (CPC / CPF / Hybrid); Funding Definition; Funding Rate Methodology; Daily and Monthly Volume Caps; Validation Period; API Endpoint(s); Postback URL(s); Reporting Frequency; Billing Frequency; Payment Terms; Commercial Contact; Technical Contact; Special Conditions. The Campaign Order, once executed, forms an integral part of this Agreement.
A Qualified Lead must satisfy all eligibility requirements established in the applicable Campaign Order; contain complete and accurate consumer information; originate from an approved marketing source;; not contain fraudulent, synthetic or stolen identity information; comply with all Applicable Laws; and be successfully transmitted through the agreed technical integration. Grounds for rejection include: duplicate Lead; fraudulent Lead; incomplete application; invalid contact information; prohibited traffic source; automated submission; or any other material failure to satisfy the validation criteria.
Unless otherwise agreed, the Partner shall notify Youdge of any rejected Lead within the Validation Period, failing which the Lead is deemed accepted.
The Parties shall cooperate to implement and maintain secure technical integrations. Technical specifications may include API documentation, authentication credentials, HTTPS requirements, accepted data formats, mandatory fields, event definitions, Postback specifications (including, as applicable, Lead Identifier, Campaign Identifier, Event Type, Event Timestamp, Funding Status, Funding Amount, Decision Status and Transaction Identifier), error handling and retry procedures, version control, testing procedures and reconciliation processes.
Either Party may update its technical specifications upon reasonable prior written notice, provided that such updates do not materially alter the commercial terms of the applicable Campaign without mutual written agreement.