Terms of Service

3.1 Engagement Terms

Specific service engagements are subject to separate written agreements or statements of work. These Terms serve as the general framework for all engagements, unless superseded by specific contractual terms.

3.2 Professional Services

Our services are provided on a professional consulting basis. We will use reasonable skill and care in providing our services, consistent with industry standards and best practices.

5.1 Our Content

All content, materials, methodologies, tools, and intellectual property developed by Nuagir Inc. prior to or independent of any engagement remain our exclusive property. This includes our website content, logos, and proprietary tools.

5.2 Client Property

You retain ownership of any pre-existing intellectual property you provide to us. Deliverables created specifically for you under a service agreement will be governed by the terms of that agreement.

5.3 Licenses

Subject to payment of all fees, we grant you a limited, non-exclusive, non-transferable license to use deliverables we create under appropriate service agreements, for your internal business purposes.

6.1 Maximum Liability

Our total liability for any claims arising from or related to our services shall not exceed the fees paid for the specific services giving rise to the claim in the twelve (12) months preceding the claim.

• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, use, or goodwill.
• We do not warrant that our services will be uninterrupted, error-free, or completely secure.
• We do not guarantee the success of certain outcomes. Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability; the above limitations may not apply to you.

9.1 Term

These Terms remain in effect while you use our services or until terminated by either party.

9.2 Termination

Either party may terminate these Terms at any time with written notice. Specific service engagements are subject to their own termination provisions. We reserve the right to suspend or terminate your access to our services if you breach these Terms.

9.3 Effect of Termination

Upon termination, cease all use of our services and return or destroy any Nuagir Inc. materials. Provisions regarding intellectual property, confidentiality, limitations of liability, and indemnification shall survive termination.

10.1 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.

10.2 Jurisdiction

Any legal action or proceeding arising from or related to these Terms shall be brought exclusively in the courts located in Quebec, Canada, and you consent to the jurisdiction of each such court.

10.3 Dispute Resolution

Before initiating any legal proceedings, the parties agree to attempt to resolve any disputes through good-faith negotiations. If negotiations fail, disputes may be resolved through mediation or arbitration as agreed by both parties.

11.1 Entire Agreement

These Terms, together with any specific service agreement, constitute the entire agreement between you and Nuagir Inc. regarding our services.

11.2 Amendments

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated terms on our website with a new “Last Updated” date. Your continued use of our services after such changes constitutes your acceptance of the modified Terms.

11.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Waiver

No waiver of any of these terms shall be deemed a further or continuing waiver of such condition or any other provision.

11.5 Assignment

You may not transfer these Terms without our written consent. We may assign these Terms without your consent.

11.6 Force Majeure

Neither party shall be liable for any failure to perform due to circumstances beyond its reasonable control, including acts of God, war, terrorism, natural disaster, or government actions.