1. Scope of Services
FLEMING COLLECTIVE LLC provides software engineering, product development, cloud architecture, integration, and related advisory services. The specific scope, deliverables, and timelines for any engagement are defined in a written agreement, statement of work, or order document executed between the parties.
2. Client Responsibilities
- Provide timely access to information, systems, personnel, and decisions reasonably required to perform the services.
- Designate authorized representatives empowered to make project decisions.
- Ensure that materials, data, and credentials provided to FLEMING COLLECTIVE LLC may lawfully be used for the agreed purposes.
- Comply with applicable laws and regulations governing the client's use of the services and resulting deliverables.
3. Payment Terms
Fees, billing schedules, and payment terms are specified in the applicable engagement document. Unless otherwise agreed, invoices are payable in United States dollars within thirty (30) days of issuance. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law and may result in suspension of services.
4. Intellectual Property Rights
Subject to full payment of all amounts owed, the client receives ownership of, or an appropriate license to, the deliverables specifically created for the engagement, as set out in the applicable agreement. FLEMING COLLECTIVE LLC retains all rights to its pre-existing materials, methodologies, frameworks, tools, and general know-how, and may continue to use generalized learnings and skills acquired during any engagement.
5. Confidentiality
Each party agrees to protect the other's confidential information using reasonable safeguards and to use such information only for purposes related to the engagement. Confidentiality obligations survive termination of the engagement.
6. Warranties and Disclaimers
FLEMING COLLECTIVE LLC will perform services in a professional and workmanlike manner consistent with prevailing industry standards. Except as expressly stated in a written agreement, services and deliverables are provided "as is" and FLEMING COLLECTIVE LLC disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
7. Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost data, or business interruption. The aggregate liability of FLEMING COLLECTIVE LLC arising out of or relating to any engagement shall not exceed the fees paid by the client to FLEMING COLLECTIVE LLC under that engagement during the twelve (12) months immediately preceding the event giving rise to the claim.
8. Indemnification
Each party shall indemnify the other against third-party claims arising from its breach of these terms, its violation of applicable law, or its infringement of third-party rights through materials it provides or controls.
9. Termination
Either party may terminate an engagement for material breach by the other party that remains uncured for thirty (30) days following written notice. Upon termination, the client shall pay for all services performed and expenses incurred through the effective date of termination.
10. Governing Law
These terms and any engagement governed by them shall be construed in accordance with, and governed by, the laws of the United States of America and the Commonwealth of Pennsylvania, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Philadelphia, Pennsylvania for any dispute arising hereunder.
11. Entire Agreement
These terms, together with any executed engagement documents, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous discussions, proposals, or agreements.
12. Contact
Questions regarding these terms should be directed to FLEMING COLLECTIVE LLC at support@flemingcollect.com.