1. Agreement to Terms
These Terms and Conditions ("Agreement") constitute a legally binding contract between Ambroise Agency, a business consulting and services agency based in Quebec, Canada, and the client ("Client", "you") engaging our services.
By signing a service agreement, submitting a deposit, or otherwise engaging Ambroise Agency, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety. If you do not agree, you must not proceed with engaging our services.
2. Scope of Services
Ambroise Agency provides business consulting and advisory services. The specific scope, deliverables, timelines, and objectives of each engagement will be defined in a separate Service Agreement or Statement of Work (SOW) signed by both parties prior to the commencement of work.
2.1 Inclusions
Services rendered by Ambroise Agency include only what is explicitly outlined in the signed Service Agreement. Any additional work requested outside the agreed scope will require a written amendment and may be subject to additional fees.
2.2 Client Responsibilities
The Client agrees to:
Provide accurate, timely, and complete information required to perform the services
Make necessary team members or resources available as needed
Review and provide feedback on deliverables within the timelines agreed upon
Notify the Agency promptly of any changes in business direction or priorities that may affect the engagement
Ambroise Agency shall not be held responsible for delays or suboptimal outcomes resulting from the Client's failure to fulfill these responsibilities.
3. Fees & Payment
3.1 Fee Structure
Ambroise Agency operates on a performance-based fee model. Fees are structured as follows:
Performance-Based Fees: The majority of our compensation is tied to measurable outcomes as defined in the Service Agreement. Performance metrics, benchmarks, and calculation methods will be agreed upon in writing before work commences.
Initial Project Fee: Certain engagements may require a one-time upfront fee to cover onboarding, discovery, strategic planning, or setup. This will be clearly stated in the Service Agreement.
3.2 Payment Terms
Payment terms are established per project and outlined in the Service Agreement. General terms are as follows:
Deposit: Where applicable, a deposit is required prior to commencement. This deposit is non-refundable unless Ambroise Agency fails to begin the agreed work.
Payment Upon Delivery: For most engagements, payment is due upon delivery of agreed milestones or final deliverables, as specified in the Service Agreement.
Performance Payments: Performance-based fees become due upon verified achievement of the agreed metric, within fifteen (15) calendar days of verification.
3.3 Late Payments
Invoices not paid within the due date specified in the Service Agreement will be subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by Quebec law, whichever is lower. The Agency reserves the right to pause or suspend services for accounts with outstanding balances exceeding thirty (30) days.
3.4 Taxes
All fees are exclusive of applicable taxes, including Quebec Sales Tax (QST) and Goods and Services Tax (GST), where applicable. The Client is responsible for all applicable taxes unless otherwise stated in writing.
4. Refund Policy
Ambroise Agency evaluates refund requests on a case-by-case basis. We are committed to delivering measurable value and will work with clients to resolve concerns before considering refunds.
Deposits are non-refundable once work has commenced.
Performance-based fees are non-refundable once the agreed performance metric has been achieved and verified.
In cases where the Agency has not delivered as outlined in the Service Agreement, the Client may submit a written refund request within fifteen (15) calendar days of the delivery date. The Agency will review and respond within ten (10) business days.
Partial refunds may be granted at the Agency's discretion based on the work completed and circumstances of the request.
Refund requests must be submitted in writing to the Agency via the contact information provided in Section 12.
5. Intellectual Property
5.1 Client Ownership
Upon receipt of full payment for the relevant deliverables, all work product, strategies, reports, frameworks, and materials created specifically for the Client under the Service Agreement are assigned to and become the exclusive property of the Client.
5.2 Agency Retained Rights
Ambroise Agency retains ownership of all pre-existing intellectual property, proprietary methodologies, tools, templates, and general frameworks developed independently of any specific client engagement. Where such materials are incorporated into Client deliverables, the Client receives a non-exclusive, non-transferable license to use them solely for their internal business purposes.
5.3 Portfolio Rights
Unless otherwise agreed in writing, Ambroise Agency reserves the right to reference the Client engagement (e.g., industry, type of project, general results) for portfolio, case study, and marketing purposes, without disclosing confidential or identifying information without consent.
6. Confidentiality
Both parties agree to maintain strict confidentiality regarding all proprietary, financial, operational, and strategic information shared during the engagement ("Confidential Information").
Neither party shall disclose Confidential Information to any third party without prior written consent from the disclosing party.
Confidential Information does not include information that is publicly available, independently developed, or required to be disclosed by law.
This confidentiality obligation survives the termination of this Agreement for a period of three (3) years.
7. Performance Disclaimer
Ambroise Agency is committed to delivering high-quality consulting services. However, the Client acknowledges that:
Business consulting involves strategy, recommendations, and execution support. Final outcomes depend significantly on the Client's own implementation, market conditions, team capabilities, and other factors outside the Agency's control.
No specific financial outcome, revenue increase, or business result is guaranteed unless explicitly stated as a performance metric in the signed Service Agreement.
The Agency's performance-based fees are tied to mutually agreed metrics and do not constitute a guarantee of broader business success.
8. Limitation of Liability
To the maximum extent permitted by applicable law:
Ambroise Agency's total liability to the Client for any claim arising out of or related to this Agreement shall not exceed the total fees paid by the Client to the Agency in the three (3) months preceding the claim.
The Agency shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or loss of business opportunity.
The Agency is not liable for outcomes resulting from the Client's failure to implement agreed recommendations, provide accurate information, or fulfill their obligations under this Agreement.
9. Termination
9.1 Termination by Client
The Client may terminate the engagement by providing thirty (30) days written notice to Ambroise Agency. During this notice period:
The Client remains obligated to pay for all work completed and services rendered up to the termination date.
Any agreed performance fees tied to results achieved prior to or during the notice period remain payable.
Non-refundable deposits will not be returned.
9.2 Termination by Agency
Ambroise Agency reserves the right to terminate the engagement immediately and without penalty in the following circumstances:
Non-payment of invoices beyond thirty (30) days past due
The Client's breach of any material term of this Agreement
Conduct by the Client that is abusive, unethical, or harmful to the Agency or its team
Circumstances that make continued performance impossible or unreasonable
9.3 Effect of Termination
Upon termination, all outstanding fees for work completed become immediately due and payable. The Agency will deliver all completed work product to the Client upon receipt of final payment.
10. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the applicable federal laws of Canada, without regard to conflict of law principles.
10.1 Dispute Resolution
In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation. If unresolved within thirty (30) days, either party may pursue mediation before initiating formal legal proceedings.
10.2 Jurisdiction
Any legal proceedings arising from this Agreement shall be brought exclusively in the courts of the Province of Quebec, and both parties consent to the personal jurisdiction of such courts.
11. General Provisions
11.1 Entire Agreement
This Agreement, together with the applicable Service Agreement or Statement of Work, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or agreements.
11.2 Amendments
Any amendments to these Terms and Conditions must be made in writing and signed by both parties. Ambroise Agency reserves the right to update these Terms at any time. Continued engagement following notice of updates constitutes acceptance.
11.3 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.4 Waiver
Failure by either party to enforce any provision of this Agreement does not constitute a waiver of the right to enforce that or any other provision in the future.
11.5 Force Majeure
Neither party shall be held liable for delays or failure to perform resulting from circumstances beyond their reasonable control, including but not limited to natural disasters, pandemics, government actions, or internet outages.
11.6 Language
The parties have agreed that this Agreement and all related documents be drawn up in English. Les parties ont convenu que la presente entente et tous les documents s'y rattachant soient rediges en anglais.
12. Contact Information
For questions regarding these Terms and Conditions, or to submit a refund request or notice of termination, please contact:
Ambroise Agency
Quebec, Canada
Website: ambroiseagency.com
These Terms & Conditions are governed by the laws of Quebec, Canada.
Ambroise Agency | ambroiseagency.com | Quebec, Canada