Terms &Conditions.

01About these terms

These Terms and Conditions govern all services provided by Clearpine Advisory (“Clearpine”, “we”, “us”) to any client (“you”). By booking a consult, signing a written agreement or using our services, you agree to these terms.

Where a signed written agreement or statement of work conflicts with these terms, the written agreement prevails for that engagement.

02Definitions

• Agreement means the written proposal, statement of work or contract that sets out scope, milestones, fees, currency and timelines for an engagement.
• Milestone means a defined, agreed unit of work with a stated deliverable and fee.
• Approval means your written confirmation, including by email, that a milestone has been delivered to the agreed standard.
• Deliverables means the work product we create for you under an Agreement.

03Services and scope

We provide brand consulting, AI training and integration, API and systems integration, and advertising strategy and creative services, as described on our website and in each Agreement.

Scope, milestones and outcomes are agreed in writing before any work begins. Work outside the agreed scope requires a written change to the Agreement before it starts, including any change to fees or timelines.

04Free consultation

Every project begins with a consultation at no cost and with no obligation. The consult is used to understand your goals and agree the scope and milestones. No fees are payable unless and until a written Agreement is in place and a milestone is approved.

05Milestones and approval

Work is delivered in defined milestones. When a milestone is complete, we submit it for your review. You may request reasonable revisions to bring the work in line with the agreed outcome.

You agree to review deliverables and respond within ten (10) business days. If we do not hear back within that period, we will follow up with you. A milestone is never invoiced without your approval.

06Fees, invoicing and payment

• There are no deposits and no upfront payments for undelivered work.
• An invoice is issued only after a milestone has been completed, revised as reasonably needed and approved by you.
• If work was done but a milestone was not reached, that work is not charged.
• All fees are quoted and payable in Canadian dollars (CAD) unless the Agreement states otherwise, and are exclusive of applicable taxes, including HST.
• Payment is made through secure online payment processors. Invoices are payable within fourteen (14) days of issue unless the Agreement states otherwise.

Full scope, fees, currency, timelines and refund terms for each engagement are set out in the Agreement.

07Revisions

Reasonable revisions needed to achieve the agreed outcome of a milestone are included in its fee and are not charged as extras. Requests that change the agreed scope or outcome are treated as a change to the Agreement under the Services and scope section.

08Refunds and cancellation

You may cancel an engagement at any time by written notice. You pay only for milestones that have been completed and approved before cancellation.

If a project cannot be completed for any reason, you will receive a pro rata refund for any milestone that was paid but not delivered. Refunds are issued to the original payment method, normally within fourteen (14) days.

09Your responsibilities

• Provide accurate information, content, access and feedback in a timely way.
• Ensure you have the rights to any materials you supply to us, including logos, text, images and data.
• Nominate a contact person able to give approvals.

Delays caused by missing information or access may extend agreed timelines.

10Intellectual property

On payment of the fee for an approved milestone, ownership of the final deliverables for that milestone transfers to you. We retain ownership of our pre-existing tools, methods, templates and know-how, and grant you a perpetual, non-exclusive licence to use any such elements incorporated into your deliverables.

Unless you tell us otherwise in writing, we may describe the engagement in general terms in our portfolio without disclosing confidential information.

11Confidentiality

Each party will keep the other’s confidential information private and use it only for the purposes of the engagement. This obligation continues for three (3) years after the engagement ends, and does not apply to information that is public, already known or legally required to be disclosed.

12Third-party platforms and AI tools

Our work may involve third-party platforms, including advertising networks, software providers, APIs and AI models. These are governed by their own terms. We are not responsible for changes, outages, pricing or policy decisions made by third parties, and third-party fees such as ad spend or software subscriptions are your responsibility unless the Agreement states otherwise.

Outputs produced with AI tools are reviewed by us before delivery, but you remain responsible for final approval of how they are used.

13Warranties and disclaimers

We will perform services with reasonable skill and care, consistent with professional standards. Marketing, advertising and business results depend on many factors outside our control, so we do not guarantee specific outcomes such as revenue, rankings, conversions or return on ad spend.

14Limitation of liability

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to any engagement, whether in contract, tort or otherwise, is limited to the total fees you paid to us in the twelve (12) months before the event giving rise to the claim.

We are not liable for any indirect, incidental, special or consequential loss, including loss of profits, revenue, data or goodwill.

15Indemnity

You agree to indemnify Clearpine against claims arising from materials you supply to us or from your use of the deliverables in breach of law or of these terms.

16Termination

Either party may end an engagement by written notice. On termination, approved milestones are payable, paid but undelivered milestones are refunded pro rata, and any work not reaching a milestone is not charged. Sections relating to confidentiality, intellectual property, liability and governing law continue after termination.

17Privacy

We collect only the personal information needed to respond to enquiries and deliver our services, such as names, contact details and project information. We handle it in line with applicable Canadian privacy law, including PIPEDA, do not sell it, and share it only with service providers needed to run the engagement, such as payment processors. You may ask to access or correct your information by contacting us.

18Governing law

These terms and any Agreement are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. The parties submit to the exclusive jurisdiction of the courts of Ontario.

19Changes to these terms

We may update these terms from time to time. The version in force when an Agreement is signed applies to that engagement unless both parties agree otherwise in writing.

20Contact

Questions about these terms can be sent to info@clearpine.ca or by phone at 365 996 7369.

Clearpine Advisory, 1612 – 200 Gateway Blvd, Toronto, ON M3C 1B6 (by appointment).