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Legal

Client services terms.

TNAADO Client Services Terms, version 1.0. Effective 11 September 2026. These are the terms TNAADO Inc. works under with its clients, and they are the document your engagement agreement names and incorporates. They are not the terms of service at tnaado.ca, which cover reading our newsroom and using our apps and do not govern client work.

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T.01 What this document is

These are the TNAADO Client Services Terms. They are published by TNAADO Inc. (“TNAADO”, “we”, “us”) and they apply to the work we do for a client (“you”): building software, shooting and cutting film and photography, and sourcing and running influencer and brand work.

They are the floor, not the whole agreement. Every engagement also has its own signed agreement — the engagement agreement, statement of work or proposal you sign — and that document is where the scope, the price, the schedule and anything specific to your job are written down.

Which document wins

Your signed engagement agreement prevails over these terms wherever the two conflict. These terms fill the gaps it does not address. Nothing else is incorporated into your agreement by reference.

These terms are versioned, and your agreement is pinned to a version. The version that forms part of your agreement is the one published at this address on the date of that agreement, shown at the top of this page. If we later amend this document, the amended version applies only to agreements made after the amendment; it does not change what you have already signed. Ask us and we will send you the version your agreement stands on.

Where this site has published something better for you, the published version applies. If a price, a ceiling or a promise published on service.tnaado.ca is more favourable to you than a clause here, you get the published version for the engagement you signed. We do not use an order-of-precedence clause to get out of something we put in public.

Finally: TNAADO also publishes terms of service at tnaado.ca. Those are our media and publication terms, for readers of our newsroom and users of our apps. They say themselves that client services are contracted separately. They are not this document and they do not govern your engagement.

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T.02 Who these terms apply to

These terms are written for business clients: a company, partnership, sole proprietor, charity or public body engaging us for the purposes of a business or organisation. Nearly all of our work is of that kind.

If you are a consumer — an individual buying for personal, family or household purposes — the Consumer Protection Act, 2002 (Ontario) gives you rights that an agreement cannot take away, and we are not trying to take them away.

If you are a consumer

The arbitration agreement in T.16 does not apply to you. Nothing in these terms stops you from bringing a claim in the Superior Court of Justice, or from starting or joining a class proceeding. Under s.7(2) and s.8(1) of the Consumer Protection Act, 2002 any term that tried to would have no effect, and we would rather say that here than leave you to find it out.

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T.03 How work is agreed

Nothing starts until it is written down. Before any work begins you get a written quote setting out what we are building or shooting and what it costs, including a fixed ceiling on the total. We do not invoice above that ceiling. If the job grows past it, we tell you before we cross it, never after, and the new figure has to be agreed in writing.

We do not bill by the hour. Work is priced per page, per connection to another tool, per feature, per crew day and per deliverable, and every one of those figures is agreed in writing before anyone starts.

A quote is an offer to do defined work at a defined price. It is open for the period stated on it, and if it states no period, for thirty days. An engagement begins when you accept it in writing or sign the engagement agreement, whichever comes first.

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T.04 Technology work

This covers websites, online stores, custom software and iPhone apps.

Where it lives: Your domain name, your database and your code sit in accounts that belong to you, not to us. We build on tools any developer can be hired to work on, and your team or another firm can take the work over.
Hosting and management are separate: A build does not include hosting, monitoring, updates or support. Those are the monthly plans on the prices page and they are bought separately unless your engagement agreement says otherwise.
Third-party services: Anything your build depends on that is billed by someone else — app-store fees, payment processing, a platform subscription, a paid API, a font or stock licence — is yours to hold and yours to pay, in your own account.
If something is wrong with it: Tell us in writing within thirty days of delivery and we fix a material defect at no charge: work that does not do what the agreed scope says it does. That window can be longer in your engagement agreement, and on a support plan it is replaced by the plan. It does not cover a change of mind, a new requirement, or a fault in something we did not build.

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T.05 Media work

This covers video and photography: crew days, direction, and the edit.

What you get: The finished cut, and the raw footage and frames from the shoot. The edit is included at every crew level. Extra versions cut from footage we already shot are priced per edit.
Releases: We obtain releases from the cast, crew and locations we engage. You are responsible for releases and permissions for anyone and anything you supply or ask us to film: your staff, your customers, your premises, your products, and any brand or artwork that appears because you put it there.
A performer's release is not the same as ownership: You own the footage. Separately, a performer's or a licensor's release may limit how long, where and in what media their likeness or their material may be used. Those limits are set out before the shoot, and extending them is quoted.
Music, stock and fonts: Licensed at the scope agreed for the deliverable. Using a piece in a wider campaign than the one licensed needs a new licence, which we will quote.
Weather, illness and access: If a shoot cannot go ahead for a reason outside either party's control, we reschedule it rather than charge for the lost day. Amounts already committed to third parties for that date — a studio, a permit, cast, equipment — remain payable, and we will show you the receipts. Rescheduling and cancellation windows are set in your engagement agreement.

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T.06 Brand and influencer work

This covers brand identity and business development, and sourcing creators, negotiating with them and running the deal.

Our role, stated plainly

We act as your agent and introducer, not as a principal. When we source a creator for you, the deal is between you and that creator. We are not the creator's employer, we do not guarantee that they will perform, and we are not liable for what they do or fail to do — beyond taking reasonable care in who we put in front of you and what we negotiate. Where your engagement agreement instead has us contract a creator in our own name, we are the principal for that contract only, and it will say so.

Paying creators: Creator fees are normally paid by you, directly. Where your engagement agreement has us pay them on your behalf, that money is a pass-through expense and is treated under T.07.
Disclosure is the law, and it is the advertiser's duty: In Canada a paid or incentivised endorsement has to be disclosed as such. The Competition Act puts that duty on the advertiser, which is you. We write a disclosure obligation into every creator agreement we arrange and we will tell you when something is not compliant, but we cannot carry your obligation for you and we do not accept a brief that asks us to hide a material connection.
No outcome is promised: Reach, views, engagement, sales and press coverage depend on people we do not control. Nothing here or in a proposal is a guarantee of any of them.
Our newsroom is not for sale: TNAADO publishes journalism. No fee under these terms buys coverage, placement, a mention or an introduction to a reporter, and nothing in a client engagement gives you any influence over what we publish.

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T.07 Fees, taxes and expenses

Currency and tax: Every figure we publish or quote is in Canadian dollars and excludes tax. HST is added where it applies. Our registration number is 755654506RT0001.
Deposits: 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, and we name those points in writing before we start.
Retainers and monthly plans: Billed monthly, in advance. The content retainer has a six-month minimum term; the others run month to month.
Invoices: Payment is due fifteen days after the invoice date.
Expenses we pay on your behalf: Costs we pay to a third party for your job — a studio, a permit, travel, parking, food allowances, props, a supplier's overage — are rebilled at cost plus 20%, which covers sourcing them, handling them and fronting the money. They are shown as their own lines with receipts. This 20% is on pass-through costs only. It is not a surcharge on our own fees, and no TNAADO fee carries a hidden uplift.

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T.08 Late payment

An invoice not paid by its due date carries interest at two percent (2%) per month, compounded monthly, which is an effective rate of 26.82% per annum. Both figures are stated deliberately: under s.4 of the Interest Act (Canada), interest expressed by a period shorter than a year is recoverable only at 5% per annum unless the equivalent yearly rate is stated in the agreement.

Interest runs from the due date until the amount is paid. Where an account stays overdue we may suspend work and withhold delivery until it is brought current, after telling you first. We do not charge a separate administration or collection fee on top of the interest.

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T.09 Refunds and unused balances

The short version: you do not pay twice for work you did not get, and we are paid for work we delivered.

Money you have paid that we have not yet earned: A retainer or deposit balance that has not been drawn down against delivered work is yours. When an engagement ends, or at your request, an unspent balance is carried forward to the next work or refunded to you, whichever you choose. That is a term of this agreement, not a courtesy, and it is the same commitment we publish on this site.
Work already delivered: Deliverables we have completed, and milestones you have accepted, are payable and are not refunded. That is what a deposit schedule is for: you are never asked to pay for the next stage before the last one is done.
If we fail to deliver: If we cancel an engagement, or fail to deliver what was agreed and cannot put it right within a reasonable time after you tell us in writing, you are refunded everything you have paid for the part that was not delivered. If we caused a shoot or a deadline to be missed, the cost of that is ours, not yours.
If a specific outcome was guaranteed: Where an engagement agreement guarantees a defined outcome, and that outcome is not achieved, the fee attributable to it is refunded. We would rather decline an engagement up front than take a fee we cannot earn.
Amounts already committed to a third party: Pass-through costs under T.07 that we have already committed for your job — a booked studio, an issued permit, cast confirmed for a date — are not refundable once committed, because they are not ours to recover. We show you the receipt, and we will always tell you before a cost becomes non-refundable.
Cancelling a plan: Monthly plans can be cancelled with thirty days' written notice, and run to the end of the notice period. The content retainer's six-month minimum is a minimum term.

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T.10 Who owns the work

The short answer

Once you have paid for the work, you own it: the finished work, the raw footage and the source code. We normally keep the right to show the work in our portfolio, and you can say no to that.

What you brought: Everything you give us stays yours: your brand, your marks, your copy, your data, your materials. You give us permission to use it for the engagement, and for nothing else.
What we make for you: On payment in full of the fees for an engagement, all right, title and interest in the deliverables made specifically for you under it assigns to you, worldwide and outright, and our people waive their moral rights in it to the extent the law allows. Before that point you may use what has been delivered to review and evaluate it; ownership passes when the engagement is paid.
The tools we brought with us: Our own pre-existing frameworks, libraries, internal tools, methods and templates stay ours. Where a deliverable contains or needs one to run, you get a perpetual, worldwide, irrevocable, royalty-free, non-exclusive licence to use, copy, modify and maintain it as part of that deliverable. You may let your own staff, a contractor or another agency work on it, and the licence transfers with the deliverable if you sell the business or the asset. What you may not do is extract our general-purpose tooling and sell it on as a product of its own.
Our portfolio: Unless you tell us otherwise, we may show delivered work in our portfolio, case studies and showreel, and name you as a client. If you want the work kept private, or the footage held back, say so before we start and it goes in your engagement agreement. You can also ask us later, and we will take it down going forward, though we cannot recall something already printed or already published elsewhere.
Things made for everyone: We may reuse the general skill, know-how and techniques learned on your job. We will not reuse your confidential information, your data, or anything that identifies you, and we will not resell your deliverables to someone else.

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T.11 Confidentiality

Each of us keeps the other's non-public information in confidence, uses it only for the engagement, and does not pass it on except to people who need it to do the work and are under the same obligation, or where the law compels disclosure. That survives the end of the engagement.

We hold credentials and access you give us no longer than the work needs, and we hand back or destroy them on request. We use reasonable administrative, technical and physical safeguards. No system is impenetrable, and we do not accept liability for unauthorised access that occurs despite reasonable safeguards and outside our control.

How we handle personal information through this website is a separate document: our privacy policy.

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T.12 What you are responsible for

We can only move as fast as the material and the answers reach us. So: give us accurate and complete information, the access, accounts and assets the job needs, and a decision when we ask for one. Review and approve deliverables within the time the engagement agreement allows. Hold the licences and permissions for anything you give us to use. Use what we build lawfully.

If the work is delayed because we are waiting on you, the schedule moves, milestone payments already reached stay due, and any third-party cost caused by the delay is yours. We will tell you at the time, not at the end.

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T.13 What we promise, and what we do not

What we promise. The work will be performed with the skill and care of a competent professional in our field, by our own staff in Toronto, and it will do what the agreed scope says it does. A material defect reported in the window in T.04 is fixed at no charge. We hold the rights to what we deliver, or the licences to grant them.

What we do not promise. We do not guarantee a commercial outcome: revenue, ranking, reach, coverage, downloads, funding or any other result that depends on a market or on third parties. We do not promise that software will be free of every defect, or that a third-party service we build against will keep working, keep its prices, or keep its terms. Beyond what is written in this section, and to the extent the law allows, implied warranties and conditions do not apply.

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T.14 The limit of our liability

Read this one

If something goes wrong and we are liable for it, the most we can be made to pay is the total of the fees you paid us in the twelve months before the thing that went wrong. And we are not liable for indirect losses — lost profit, lost revenue, lost data, lost business — even if we were warned they were possible.

This is the clause that decides what a claim against us is worth. It is in plain words, in a box, on the page you were pointed at before you signed, on purpose.

That cap is the aggregate for all claims arising out of an engagement, whether framed in contract, in tort, in negligence or otherwise.

It does not apply to everything, and these exceptions are not capped: fraud or fraudulent misrepresentation; wilful misconduct; death or personal injury caused by our negligence; our breach of confidentiality under T.11; amounts we owe you as a refund under T.09; and anything else that the law does not permit us to limit or exclude.

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T.15 Ending an engagement

A project engagement ends on delivery and final payment. A plan or retainer runs until either of us gives thirty days' written notice, subject to any minimum term.

Either of us may end an engagement immediately, in writing, if the other is in material breach and has not fixed it within fifteen days of being told, or becomes insolvent. We may also end it immediately for non-payment that is more than thirty days overdue, or where we are asked to do something unlawful or something we consider dishonest.

When an engagement ends: fees for work done to that date become payable, unspent balances are handled under T.09, and we deliver the completed work product on payment of what is owed. We will also, on request and at your cost where it takes real time, help hand over accounts and access to you or to whoever takes over. T.10, T.11, T.13, T.14, T.16 and this sentence survive.

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T.16 If there is a dispute

These terms and every engagement under them are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there.

Talk to us first. Before anyone starts a proceeding, write to us setting out what the problem is and what you want done about it, and we will put someone senior on it. Most things end here, and this step costs nothing.

Arbitration, and what it costs you

If we cannot settle it, a business client and TNAADO resolve the dispute by arbitration before a single arbitrator, seated in Toronto, Ontario, under the Arbitration Rules of the ADR Institute of Canada, in English.

On a claim of $35,000 or less, TNAADO pays the arbitrator's fees and the administrative fees in full, whoever started it and whoever wins, and the arbitration is decided on documents alone unless both of us want a hearing. Above that figure, those fees are shared equally, and the arbitrator may reallocate them in the award. Any hearing is held in Toronto or by video, at the choice of the party that did not start the arbitration.

Either of us may take the dispute to the Small Claims Court of Ontario instead, and neither of us will object to that. If for any reason this arbitration agreement is unenforceable, the dispute goes to the courts of Ontario under the paragraph below, and the rest of these terms are unaffected.

Arbitration does not cover everything, and for these we go to court: an application for an injunction or other urgent relief, a claim about intellectual property ownership or misuse, enforcement of an arbitral award, and any claim brought by a consumer.

The courts. For anything not resolved by arbitration — the carve-outs above, a consumer claim, or a dispute where the arbitration agreement does not apply — both of us attorn to the exclusive jurisdiction of the courts of Ontario, sitting in Toronto. The arbitration agreement and this attornment are meant to work together: arbitration handles a commercial dispute between businesses, and the Ontario courts handle everything else and stand behind the arbitration itself.

Consumers. As set out in T.02, if you are a consumer the arbitration agreement above does not apply to you, and nothing in these terms limits your right to sue in the Superior Court of Justice or to start or join a class proceeding.

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T.17 Changes to these terms

We may amend this document. When we do, the version number and the effective date at the top of the page change with it, and the previous version is kept on file.

An amendment does not change an agreement already signed. Your engagement stands on the version published here on the date of your agreement, and we will send you that version on request. A change takes effect for your engagement only if you agree to it in writing, or if your engagement renews after the change and we told you about it first.

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T.18 Who we are

The rest of the housekeeping, briefly. If a clause here is held unenforceable, the rest stands. Neither of us is liable for a failure caused by something genuinely outside our control, and we will tell you as soon as we know. You may not assign your agreement without our written consent; we may assign ours to an affiliate or a successor on a reorganisation. We are an independent contractor, not your employee, partner or joint venturer. A right not enforced is not a right given up. Notices go to the addresses below and to the contact named in your engagement agreement.

TNAADO Inc.
1050 King Street West
Toronto, Ontario, Canada M6K 0C7
[email protected]
1.416.805.1584
HST/GST registration 755654506RT0001

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TNAADO Client Services Terms, version 1.0, effective 11 September 2026 · privacy policy · contact

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