1. Legal Entities

These Terms & Conditions ("Terms") govern your access to and use of services, software, products, and programs provided by:

Modax Consulting Inc. (Canada)
Modax Consulting LLC (United States)
Modax Consulting Ltd. (United Kingdom)

(collectively referred to as "Modax").

The applicable contracting entity shall be determined based on the client's jurisdiction and contractual agreement.

2. Services

Modax provides:

ERP advisory, implementation, and support services
Modax WMS
Modax SCM Suite
Shop Floor Command Centre modules
Innovation Partner Program participation
Other proprietary operational software and methodologies

3. Commercial Terms (Time & Materials)

Unless otherwise agreed in writing, services are provided on a Time & Materials (T&M) basis.

All work is billed based on actual hours worked.
Estimates are non-binding unless explicitly defined as fixed-price.
Travel, accommodation, and third-party expenses may be billed separately.
Invoices are payable within 30 days unless otherwise agreed.
Late payments may incur interest charges permitted by applicable law.

4. Innovation Partner Program

Participation in the Innovation Partner Program is subject to:

Access to pre-release or beta software
Operational collaboration and structured feedback
Defined testing and UAT windows
Limited licensing discounts conditional upon active participation

Participation does not grant equity, ownership rights, or intellectual property claims. All product enhancements remain the exclusive property of Modax.

5. Intellectual Property

All software, source code, frameworks, product designs, documentation, and methodologies (including ModaxProWay) are and shall remain the exclusive intellectual property of the relevant Modax entity.

Clients retain ownership of their operational data.

6. Confidentiality

Both parties agree to maintain strict confidentiality of proprietary information. Specific obligations may be governed by separate NDAs or Master Service Agreements.

7. Warranties & Disclaimer

Except as expressly stated in writing, all services and software are provided "as is".

Modax disclaims all implied warranties including merchantability and fitness for a particular purpose to the extent permitted by law.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

Modax's total aggregate liability shall not exceed fees paid in the preceding 12 months.
Modax shall not be liable for indirect, incidental, or consequential damages.

Nothing in these Terms shall limit or exclude liability for fraud, willful misconduct, gross negligence, or any liability that cannot be excluded under applicable law.

9. Indemnification

Each party agrees to indemnify and hold harmless the other from claims arising from misuse, negligence, or breach of these Terms.

10. Data Protection

Modax complies with:

GDPR (EU)
UK GDPR
PIPEDA (Canada)
Applicable U.S. state privacy laws

Data processing may be governed by separate Data Processing Agreements (DPA).

11. Governing Law & Dispute Resolution

These Terms shall be governed by the laws applicable to the relevant Modax contracting entity as follows:

Canada: Laws of Ontario
United States: Applicable state law defined in the governing agreement
United Kingdom: Laws of England and Wales
European Union: Jurisdiction contractually defined

Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiations between the parties.

If unresolved, disputes shall be submitted to binding arbitration in the jurisdiction of the applicable Modax entity, unless otherwise agreed in writing.

Nothing prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction.

12. Force Majeure

Modax shall not be liable for delays caused by events beyond reasonable control.

13. Modifications

Modax reserves the right to modify these Terms at any time.

14. Contact Information

Canada
Modax Consulting Inc.
2233 Argentia Rd. East Tower Suite 302
Mississauga, Ontario, Canada

United States
Modax Consulting LLC
260 Madison Avenue, 8th Floor
New York, NY 10016

United Kingdom
Modax Consulting Ltd.
71-75 Shelton Street
Covent Garden, London WC2H 9JQ

info@modaxerp.com