Terms of Service

1. Parties

These Terms of Service constitute an agreement between Wisely Driven Consulting (“we”, “us”, “our”, “the Consultant”), a consulting business operated by Philip Couboura, located at 320 Gladstone St, Hawkesbury, Ontario, Canada, and you (“you”, “your”, “Client”), the individual or organization engaging our services.

2. Services

Wisely Driven Consulting provides AI consulting, automation strategy, website development, chatbot and voice agent development, business process automation, custom application development, AI training, and related digital transformation services (“Services”).

The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate written proposal or statement of work (“Proposal”) agreed upon by both parties. In the event of a conflict between these Terms and a Proposal, the Proposal prevails.

3. Responsabilités du client

To enable us to deliver Services effectively, you agree to:

• Provide accurate, complete, and timely information, materials, and access required for the project.
• Designate an authorized representative to make decisions and approve deliverables on your behalf.
• Review and respond to deliverables within the timeframes agreed in the Proposal.
• Ensure that any content, data, or materials you provide do not infringe third-party rights or violate applicable law.
• Maintain appropriate backup copies of your data and systems.

Delays caused by the Client's failure to meet these responsibilities may result in revised timelines and additional fees.

4. Modalités de paiement

• Fees are as set out in the applicable Proposal. All amounts are in Canadian dollars (CAD) unless otherwise specified.
• A deposit (typically 50%) is required before work commences, with the balance due upon project completion or as milestones are reached.
• Invoices are due within 14 calendar days of issuance unless otherwise agreed in writing.
• Late payments are subject to interest at a rate of 1.5% per month (18% per annum) on the outstanding balance.
• Applicable HST/GST will be charged where required by law.

5. Propriété intellectuelle

Upon receipt of full payment, we assign to you all rights, title, and interest in the custom deliverables created specifically for your engagement (“Work Product”), except as noted below.

We retain ownership of:

• Our pre-existing tools, frameworks, methodologies, templates, and general-purpose code libraries.
• Third-party software, open-source components, and licensed tools incorporated into the Work Product (subject to their respective licenses).

We reserve the right to reference your project in our portfolio unless you request otherwise in writing.

6. Confidentialité

Each party agrees to keep confidential all non-public information received from the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information (“Confidential Information”).

Confidential Information may not be disclosed to third parties without the disclosing party's prior written consent, except as required by law or to employees and contractors on a need-to-know basis who are bound by equivalent obligations.

This obligation survives termination of the engagement for a period of two (2) years.

7. Warranties & Disclaimer

We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards. We do not warrant that AI-powered tools or automations will be error-free or uninterrupted.

Except as expressly stated, all Services are provided “as is” without warranties of any kind, express or implied, including without limitation warranties of merchantability or fitness for a particular purpose.

8. Limitation de responsabilité

To the maximum extent permitted by applicable law, our total liability arising out of or related to these Terms or any engagement shall not exceed the total fees paid by you to us in the three (3) months immediately preceding the claim.

In no event shall either party be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or business interruption, even if advised of the possibility of such damages.

9. Résiliation

Either party may terminate an engagement with 14 days' written notice. Upon termination:

• You will pay for all work completed up to the termination date, including work in progress at the agreed prorated rate.
• Deposits are non-refundable unless we terminate the engagement without cause.
• We will deliver all completed Work Product and return your confidential materials.

We may terminate immediately if you fail to pay amounts due, breach a material term, or act in a way that endangers our systems or reputation.

10. Entrepreneur indépendant

Wisely Driven Consulting operates as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties.

11. Droit applicable et règlement des différends

These Terms and any related dispute shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict of law principles.

The parties agree to first attempt in good faith to resolve any dispute through direct negotiation. If unresolved within 30 days, the dispute shall be submitted to mediation in Ottawa, Ontario, before either party may pursue other legal remedies.

The courts of the Province of Ontario shall have exclusive jurisdiction over any disputes that cannot be resolved by negotiation or mediation.

12. Utilisation du site Web

Content on wiselydrivenai.com is provided for informational purposes only. We strive to keep information accurate and up to date but make no guarantees as to its completeness or accuracy. Unauthorized use of this website may give rise to a claim for damages.

13. Modifications aux présentes conditions

We may update these Terms from time to time. Changes take effect when posted to this page. For active engagements, we will provide 14 days' written notice of material changes. Continued use of our services constitutes acceptance of the revised Terms.

14. Nous contacter

For any questions about these Terms of Service, please contact: