Evolve Thought | Media Group Inc., and Thought Media Inc. Website
Terms & Conditions of Service Policy for Consultations.
As of/in effect by: April. 2018
(Client and/or Potential Client of Thought Media, the “Purchaser“)
and
(Thought Media, the “Consultant“)
This Consultation Agreement (“Agreement”) sets out the terms under which Consultant agrees to provide and Purchaser agrees to accept and pay for professional consulting services and related deliverables (PDF, or printed takeaway) as selected by the Purchaser.
1.1 Consultant will meet and consult with the Purchaser for the duration selected and paid for by the Purchaser regarding matters of business growth, marketing strategy, brand development, and digital transformation or innovation. No development or implementation work is included in this Agreement.
1.2 Based on the Purchaser’s selection either a PDF detailed proposal with project scope of work and project estimate shall be provided, or a Printed Document shall be created and mailed to the Purchaser by the Consultant within 3 business days. The arrival timeframe of the Printed Document will depend on the address/location of the Purchaser and mail handlers (Canada Post Express, USPS, UPS, Fedex, or otherwise).
2.1 Purchaser agrees to pay the fees in the amounts and manner set out on the Consultation Booking page.
2.2 Consultant shall issue a receipt of payment by email (or printed invoice/receipt by request) to the Purchaser.
2.3 Each invoice will state separately applicable taxes relating to services provided under this Agreement. Purchaser is responsible for the payment of all taxes if applicable.
2.4 Failed or returned payments following the consultation shall result in an additional 15% fee added to the consultation amount. Purchaser will be invoiced and must remit payment within 5 business days. Failure to pay within that period will result in a 20% penalty and may be referred to collections. Invoices 30 days past due may result in legal action for the overdue amount, interest, and legal fees.
2.5 The consultation fee ‘Base Rate’ amount paid shall be credited toward any future project initiated with the Consultant exceeding the consultation fee ‘Base Rate’ amount. No credit shall apply if the future project does not exceed the consultation fee ‘Base Rate’ amount. No additional fees associated to the consultation shall be credited beyond the ‘Base Rate’ amount.
2.6 Cancellations must be made at least seventy-two (72) hours prior to the scheduled consultation time. Cancellations are subject to a 10% cancellation fee unless the consultation is rescheduled within fourteen (14) days of the original appointment, in which case the full amount paid will be held and applied to the rescheduled session.
3.1 All right, title, and interest in any takeaway materials provided during the consultation shall become the property of the Purchaser upon delivery.
4.1 “Personal Information” means information about an identifiable individual.
4.2 “Confidential Information” means any information disclosed by the Purchaser to the Consultant pursuant to this Agreement, including commercial, financial, marketing, intellectual property, and personal information. It does not include: (a) Information disclosed in good faith by a third party with legal right to do so; (b) Information made public by the Purchaser; (c) Information required to be disclosed by law or court order, with prior notice to the Purchaser if legally permitted.
4.3 Both parties agree to comply with applicable Canadian privacy laws and ensure appropriate safeguards for sensitive personal information.
4.4 Consultant agrees to use Confidential Information solely for the purposes of this Agreement, to maintain confidentiality, and to safeguard it with care equal to that used for their own confidential information.
4.5 Upon termination of this Agreement, both parties will: (a) Destroy or return all originals and copies of Confidential Information, excluding one archive copy; (b) Certify in writing that such destruction or return has occurred.
4.6 Consultant acknowledges that breach of confidentiality obligations may cause irreparable harm to the Purchaser and agrees that injunctive relief may be sought.
5.1 Consultant represents and warrants that: (a) Any deliverables or recommendations provided are their original work and do not infringe on third-party intellectual property rights; (b) No malicious code, viruses, or harmful components are present in any materials provided.
5.2 Consultant makes no guarantees of business outcomes based on the consultation and limits all warranties to those expressly stated in this Agreement.
6.1 Consultant’s liability is limited to direct damages not exceeding the consultation fee paid by the Purchaser.
6.2 Consultant shall not be liable for indirect, incidental, or consequential damages, including loss of profits or data, even if advised of the possibility.
6.3 These limitations do not apply to breaches of confidentiality or intellectual property representations.
7.1 This Agreement remains in effect from the date of booking until the consultation services are completed, unless terminated earlier by mutual agreement or breach.
7.2 Either party may terminate this Agreement upon written notice if the other party fails to comply with material terms, with 30 days to cure such breach.
7.3 No refunds shall be issued for cancelled consultations once services have been rendered.
8.1 This Agreement constitutes the entire understanding between the parties regarding the consultation. Any changes must be made in writing and signed by both parties.
8.2 This Agreement is governed by the laws of the Province of Ontario.
8.3 Disputes not resolved between the parties shall be submitted to binding arbitration under the Ontario Arbitration Act.
8.4 All notices shall be made in writing and delivered by email, courier, or certified mail.
8.5 The rights and obligations of the parties shall be binding upon their successors and permitted assigns. Assignment requires prior written consent.
8.6 Neither party is liable for delays caused by events beyond reasonable control, such as natural disasters, labor strikes, or governmental restrictions.
8.7 Please direct any questions about this agreement by email to info@thoughtmedia.com for general inquiries or billing@thoughtmedia.com if payment related.
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