Terms of Service.

By accessing or using TNAADO’s services, website, or any platform under our control (“Services”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, please do not engage our Services.

TNAADO Inc. (“TNAADO”, “we”, “us”, or “our”), a corporation organized under the laws of Ontario, Canada, provides retained advisory and execution services to clients (“Client”, “you”, or “your”). These Terms govern your use of our Services and constitute a legally binding agreement.

These Terms apply to all engagements with TNAADO Inc. and its affiliated operating units, including TNAADO Labs Inc.

TNAADO operates three practices, on retainer:

• Strategy & Positioning, thesis, narrative, and the operating posture by which a venture is measured.
• Build & Execution, product, brand, and operating systems, delivered to a standard.
• Capital & Counsel, introductions, structuring, and the long, quiet work of stewarding a balance sheet.

The specific scope, deliverables, and fees of each engagement are set out in an individual Statement of Work (“SOW”) or letter of engagement that supplements these Terms. In the event of conflict between an SOW and these Terms, the SOW prevails for that engagement.

3.1 Fees

Fees are set out in the applicable SOW or engagement letter. Where a retainer is contemplated, it is the floor for the relationship, not the ceiling. Reasonable disbursements are billed at cost.

3.2 Methods

Payment is by direct bank transfer or by credit card processed through Stripe. Other methods may be agreed in writing.

3.3 Cycle

Retainers are invoiced on the first business day of each month, payable on receipt. Project fees are invoiced as set out in the SOW. Enterprise terms are bespoke.

3.4 Late Payment

Invoices not paid within fifteen (15) days of issuance accrue interest at one and one-half percent (1.5%) per month, compounded monthly, and may result in suspension of work until brought current.

3.5 Refunds

Work performed and time billed are non-refundable. A monthly retainer may be terminated on thirty (30) days’ written notice, at which point the relationship concludes at the end of the then-current month.

The Client agrees to:

• Provide accurate, complete, and timely information necessary to the engagement.
• Respond to our communications and decision requests in good faith and without undue delay.
• Furnish the access, credentials, and materials reasonably required to perform the work.
• Review and approve deliverables within the timeframes contemplated by the SOW.
• Use the Services in compliance with all applicable laws and regulations.
• Refrain from any conduct that would prejudice TNAADO’s reputation, the Services, or third parties.

5.1 Client Materials

The Client retains ownership of all materials, marks, and information it provides to TNAADO for the purpose of the engagement.

5.2 Deliverables

Upon receipt by TNAADO of all fees due under an engagement, the Client shall own the bespoke deliverables created specifically for that engagement, save for any TNAADO Background IP embedded in or required to operate them, which is licensed (not assigned) to the Client on a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable basis solely for the Client’s internal use.

5.3 Background IP

TNAADO retains all right, title, and interest in its proprietary frameworks, methods, tools, code libraries, and templates (“Background IP”), whether developed before, during, or after an engagement.

5.4 Third-Party Materials

The Client is responsible for ensuring it holds the licenses and rights necessary for any third-party materials it provides or directs TNAADO to incorporate.

Each party shall maintain in confidence the non-public information, trade secrets, and proprietary materials of the other party disclosed in connection with the engagement, and shall not disclose or use such information except as required to perform the engagement or as compelled by law. This obligation survives termination.

TNAADO maintains commercially reasonable administrative, technical, and physical safeguards to protect Client information. The Client acknowledges that no system is impenetrable, and that TNAADO is not liable for unauthorized access arising from circumstances beyond our reasonable control.

7.1 Service Warranty

TNAADO warrants that the Services will be performed in a professional and workmanlike manner consistent with the standards of the Canadian advisory and execution profession. We will use reasonable efforts to remedy any material defect in a deliverable that is reported to us in writing within thirty (30) days of delivery.

7.2 No Outcome Guarantee

TNAADO DOES NOT GUARANTEE ANY SPECIFIC BUSINESS, FINANCIAL, MARKETING, OR INVESTMENT OUTCOME. RESULTS DEPEND ON FACTORS, MARKET, EXECUTION, COUNTERPARTY, AND OTHERWISE, THAT ARE BEYOND OUR CONTROL.

To the maximum extent permitted by law, the Services are provided “as is” and TNAADO disclaims all implied warranties, including those of merchantability and fitness for a particular purpose.

To the maximum extent permitted by law, TNAADO’s aggregate liability arising from or related to an engagement shall not exceed the fees paid by the Client to TNAADO in the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall TNAADO be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, or lost data, even if advised of their possibility.

9.1 Term

Project engagements conclude upon delivery and final payment. Retainers continue month-to-month until terminated. Bespoke long-form mandates follow the term of their letter of engagement.

9.2 Termination by Client

The Client may terminate a retainer on thirty (30) days’ written notice. Termination of a project mid-flight does not relieve the Client of fees properly accrued through the date of termination.

9.3 Termination by TNAADO

TNAADO may terminate the engagement immediately upon written notice for non-payment, breach of these Terms, illegal or improper conduct, or where continued performance has become impracticable.

9.4 Effect

Upon termination, all unpaid fees become due. TNAADO will deliver completed work product upon receipt of all fees owing.

The Client shall indemnify and hold harmless TNAADO and its directors, officers, employees, and contractors from and against any claim, loss, damage, or expense (including reasonable legal fees) arising from:

• The Client’s use of the Services or the deliverables;
• The Client’s breach of these Terms or any applicable law;
• Materials, content, or instructions provided by the Client; and
• Any infringement by the Client of a third party’s rights.

11.1 Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

11.2 Forum

The parties attorn to the exclusive jurisdiction of the courts of Ontario sitting in the City of Toronto for any dispute arising out of or related to these Terms or any engagement.

11.3 Negotiation First

Before commencing any proceeding, the parties shall first attempt in good faith to resolve the dispute through direct negotiation between senior representatives.

TNAADO may update these Terms from time to time. Material changes will be communicated by email or by notice on this page. Continued use of the Services after the effective date of an update constitutes acceptance of the modified Terms.

13.1 Entire Agreement

These Terms, together with each applicable SOW or engagement letter, constitute the entire agreement between the parties on their subject matter and supersede all prior understandings.

13.2 Severability

If any provision is held unenforceable, the remaining provisions remain in full force and effect.

13.3 Assignment

The Client may not assign its rights or obligations under these Terms without TNAADO’s prior written consent. TNAADO may assign to an affiliate or successor in connection with a corporate reorganization.

13.4 Force Majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond reasonable control, including acts of nature, war, pandemic, civil disturbance, or governmental action.

13.5 Survival

The provisions concerning intellectual property, confidentiality, warranties and disclaimers, limitation of liability, indemnification, dispute resolution, and these general provisions survive termination.

For questions about these Terms, please write to us at:

TNAADO Inc., Legal & Risk Affairs
1 Dundas Street West, Suite 2500
Toronto, Ontario, Canada M5G 1Z3
Email: legal@tnaado.ca