Terms and Conditions

These terms govern the contractual relationship between Fleming Wilde and the Client.

Governing Law: Quebec
The parties agree to submit all disputes to the exclusive jurisdiction of the courts of the judicial district of Saint-François (Sherbrooke), Quebec.

The Client agrees to provide Fleming Wilde, in a timely manner, with all access, information, and documents required for the execution of the mandate.

Fleming Wilde shall not be held liable for delays, cost overruns, or implementation failures caused by the Client's failure to provide necessary resources.

A. Invoicing: Invoices are payable Net 30 days.

B. Interest: Any overdue balance will bear interest at a rate of 1.5% per month (18% annually).

C. Suspension: Fleming Wilde reserves the right to suspend services or access to infrastructure after 30 days of payment default.

Subject to full payment of fees, the Client is granted a license to use the deliverables for internal business operations.

Reservation: Fleming Wilde retains exclusive intellectual property ownership of its methodologies, frameworks, generic source codes, and pre-existing tools ("Structural Know-how") used to execute the mandate.

To the maximum extent permitted by law, Fleming Wilde's total liability regarding any claim arising from this mandate is strictly limited to the amount of fees paid by the Client to Fleming Wilde during the 12 months preceding the claim.

The parties have expressly requested that this Agreement and all related documents be drawn up in English.

(Les parties ont expressément demandé que la présente convention et tous les documents s'y rattachant soient rédigés en anglais.)