Client Service Terms

1. What this document is

1.1 Summary, not a replacement

TNAADO Inc. publishes the full TNAADO Client Services Terms, version 1.0, effective 11 September 2026, at service.tnaado.ca/terms. This page summarises the main points in numbered sections so they are easy to find. It does not replace the full terms or your signed agreement. A dated capture of the full text is kept in the registry.

1.2 Which document wins

Every engagement has its own signed agreement, statement of work or proposal. That document prevails over the Client Services Terms wherever the two conflict, and the Client Services Terms fill the gaps. The version that forms part of your agreement is the one published on the date of your agreement. If the published terms are more favourable to you than a clause in the full terms, the published version applies to the engagement you signed.

1.3 Who the terms are for

They are written for business clients. If you are a consumer, buying for personal, family or household purposes, the Consumer Protection Act, 2002 (Ontario) gives you rights that no agreement can take away, and the arbitration agreement does not apply to you.

2. How work is agreed

Nothing starts until it is written down. You receive a written quote that says what we will build or shoot and what it costs, including a fixed ceiling on the total. We do not invoice above that ceiling without your written agreement. Work is priced per page, per connection, per feature, per crew day and per deliverable rather than by the hour. A quote stays open for the period it states, or 30 days if it states none.

3. Fees, deposits and payment

3.1 Currency and tax

Figures are in Canadian dollars and exclude tax. HST is added where it applies.

3.2 Deposits and invoices

Project work is 50% on signing and 50% on handover. Above $10,000 it is 40% to start, 30% at an agreed halfway point and 30% at the end. Payment is due 15 days after the invoice date. Retainers and monthly plans are billed monthly in advance, and monthly plans can be cancelled with 30 days' written notice.

3.3 Expenses

Costs we pay to a third party for your job are rebilled at cost plus 20%, shown as separate lines with receipts. The 20% applies to pass-through costs only.

3.4 Late payment

An overdue invoice carries interest at 2% per month, compounded monthly, which is an effective rate of 26.82% per year. We do not charge a separate administration or collection fee.

4. Refunds

Money you have paid for work we have not yet done is yours: an unspent balance carries forward or is refunded, as you choose. Deliverables already completed and milestones you accepted are payable. If we fail to deliver what was agreed and cannot fix it within a reasonable time, you are refunded what you paid for the part not delivered. Costs already committed to third parties, such as a booked studio or an issued permit, are not refundable once committed, and we tell you before a cost becomes non-refundable.

5. Who owns the work

On payment in full for an engagement, ownership of the deliverables made specifically for you passes to you, and our people waive their moral rights to the extent the law allows. Everything you give us stays yours. Our own pre-existing tools, frameworks and templates stay ours, and you receive a perpetual, worldwide, royalty-free licence to use them as part of the deliverable. Unless you tell us otherwise, we may show delivered work in our portfolio and name you as a client; you can ask us to keep work private before we start or to take it down later.

6. Confidentiality

Each of us keeps the other's non-public information confidential and uses it only for the engagement. We hold credentials you give us no longer than the work needs and return or destroy them on request. How we handle personal information through the website is covered by the Privacy Policy.

7. What we promise and what we do not

We perform the work with the skill and care of a competent professional, by our own staff in Toronto, and it will do what the agreed scope says. For technology work, a material defect reported within 30 days of delivery is fixed at no charge. We do not guarantee commercial outcomes such as revenue, ranking, reach, coverage, downloads or funding, we do not promise software free of every defect, and implied warranties do not apply beyond what is written, to the extent the law allows.

8. Limit of liability

If we are liable, the most we can be made to pay is the total of the fees you paid us in the twelve months before the event, and we are not liable for indirect losses such as lost profit, revenue, data or business. The cap does not apply to fraud, wilful misconduct, death or personal injury caused by our negligence, breach of confidentiality, refunds owed under the refund terms, or anything the law does not allow us to limit.

9. Ending an engagement

A project ends on delivery and final payment. A plan or retainer runs until either side gives 30 days' written notice, subject to any minimum term. Either side may end an engagement for an uncured material breach after 15 days' written notice or for insolvency. We may end it for payment more than 30 days overdue.

10. Disputes

10.1 Governing law

Ontario law and the federal laws of Canada that apply there.

10.2 Talk first

Before any proceeding, write to us with the problem and what you want, and we will put someone senior on it.

10.3 Arbitration for business clients

If a dispute is not settled, a business client and TNAADO resolve it by arbitration before a single arbitrator in Toronto under the Arbitration Rules of the ADR Institute of Canada. On a claim of $35,000 or less, TNAADO pays the arbitrator's and administrative fees. Either side may instead use the Small Claims Court of Ontario. Injunctions and urgent relief, intellectual property ownership or misuse claims, enforcement of an award and any consumer claim go to the Ontario courts in Toronto.

10.4 Consumers

If you are a consumer, nothing limits your right to sue in the Superior Court of Justice or to start or join a class proceeding.

11. Changes

We may amend the terms. An amendment does not change an agreement already signed, and takes effect for an engagement only if you agree in writing or the engagement renews after we told you.