Terms of Service

Effective Date: [Insert Effective Date]

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the services provided by Northstar Brand Strategy Studio, located at 2450 Yonge Street, Toronto, ON M4P 2H5, Canada (“Northstar Brand Strategy Studio,” “we,” “us,” or “our”).

By engaging our services, signing a proposal or statement of work, making payment, or otherwise using our services, you agree to be bound by these Terms. If you do not agree, you must not use our services.

These Terms apply to all clients, prospects, and users of our brand-strategy services, including brand positioning strategy, brand messaging development, audience research and insights, competitive brand analysis, visual identity direction, brand architecture planning, and rebranding strategy.

2. Scope of Services

Northstar Brand Strategy Studio provides strategic brand consulting and related advisory services for businesses and organizations. Our services may include, without limitation:

• Brand positioning strategy
• Brand messaging development
• Audience research and insights
• Competitive brand analysis
• Visual identity direction
• Brand architecture planning
• Rebranding strategy

The specific deliverables, timelines, milestones, fees, and assumptions for each engagement will be set out in a proposal, estimate, statement of work, or other written agreement between you and Northstar Brand Strategy Studio (collectively, the “Project Agreement”). If there is any conflict between these Terms and a Project Agreement, the Project Agreement will govern to the extent of the conflict.

Unless expressly stated otherwise in a Project Agreement, our services are advisory in nature and do not include legal, tax, accounting, regulatory, or investment advice. You are responsible for obtaining independent professional advice where needed.

3. User Obligations and Responsibilities

You agree to:

• Provide accurate, complete, and timely information necessary for us to perform the services;
• Review deliverables promptly and provide feedback, approvals, and decisions within requested timelines;
• Ensure that any materials, content, data, trademarks, logos, images, or other assets you provide do not infringe the rights of any third party;
• Obtain all necessary permissions, licenses, and consents for materials you supply or request us to use;
• Use our deliverables in compliance with applicable laws, regulations, and industry standards;
• Not misuse, reverse engineer, copy, resell, or distribute our proprietary methods, templates, frameworks, or confidential materials except as expressly permitted in writing;
• Maintain the confidentiality of any non-public information we share with you, where applicable;
• Pay all fees and charges when due.

You acknowledge that delays caused by your failure to provide information, approvals, or feedback may affect project timelines and may result in additional fees.

4. Payment Terms and Conditions

Fees for services will be specified in the applicable Project Agreement. Unless otherwise stated, all fees are quoted in Canadian dollars (CAD) and are exclusive of applicable taxes, including GST/HST, which will be added where required by law.

• Invoices: Invoices are payable within the period stated on the invoice or Project Agreement. If no period is stated, payment is due within 14 days of the invoice date.
• Deposits / Retainers: We may require a non-refundable deposit or retainer before work begins. Work may be suspended until payment is received.
• Late Payments: Overdue amounts may accrue interest at the maximum rate permitted by applicable law, or if no maximum is specified, at 1.5% per month (18% per annum), whichever is lower.
• Expenses: Any pre-approved out-of-pocket expenses, third-party costs, or travel expenses will be billed to you unless otherwise agreed in writing.
• Chargebacks: You agree not to initiate chargebacks for properly rendered services. Any billing dispute must be raised in writing within 10 days of the invoice date.

We reserve the right to suspend work, withhold deliverables, or terminate services for non-payment, subject to any mandatory legal requirements.

5. Cancellation and Refund Policy

Either party may cancel an engagement in accordance with the termination provisions in the Project Agreement or, if none are specified, by providing written notice to the other party.

• Client Cancellation: If you cancel after work has begun, you remain responsible for all fees for work performed, committed third-party costs, and non-cancellable expenses incurred up to the effective cancellation date.
• Deposits/Retainers: Deposits and retainers are generally non-refundable unless otherwise required by law or expressly stated in writing.
• Refunds: Refunds, if any, are issued only at our discretion or where required by applicable law. Completed work, partially completed work, and reserved project time are not refundable.
• Rescheduling: If you request to pause or reschedule a project, we may adjust timelines and fees to reflect the change in scope, resource allocation, or scheduling impact.

Nothing in this section limits any non-waivable rights you may have under applicable Canadian consumer protection laws, where those laws apply.

6. Liability Limitations

To the fullest extent permitted by applicable law, Northstar Brand Strategy Studio shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, data, or anticipated savings, arising out of or related to the services or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to any engagement, whether in contract, tort, negligence, misrepresentation, or otherwise, shall not exceed the total fees actually paid by you to Northstar Brand Strategy Studio for the specific services giving rise to the claim during the three (3) months preceding the event giving rise to the claim, or CAD $1,000, whichever is greater, unless a different limit is required by law.

We do not guarantee specific business outcomes, market performance, sales results, brand recognition, or consumer response. Strategic recommendations are based on information available at the time and are not warranties of future performance.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law, including liability for fraud, wilful misconduct, or gross negligence where such limitation would be unenforceable.

7. Intellectual Property Rights

Unless otherwise agreed in writing, all pre-existing intellectual property, methodologies, frameworks, templates, tools, processes, know-how, and working materials used or developed by Northstar Brand Strategy Studio before or outside the scope of a specific project remain our exclusive property.

Upon full payment of all amounts due, and subject to any third-party rights and any exclusions stated in the Project Agreement, you will receive a non-exclusive, perpetual license to use the final deliverables created specifically for you for your internal business purposes and for the commercial purposes expressly contemplated in the Project Agreement.

Unless otherwise agreed in writing, we retain the right to use non-confidential project materials, concepts, and outcomes for portfolio, case study, marketing, and promotional purposes, provided that any confidential information is removed or anonymized where appropriate.

You represent and warrant that any materials you provide to us do not infringe any intellectual property or other rights of third parties, and you grant us the right to use those materials solely for the purpose of performing the services.

No transfer of ownership of our underlying intellectual property occurs unless expressly stated in a signed written agreement.

8. Data Protection and Privacy

Northstar Brand Strategy Studio will handle personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA), and any applicable provincial privacy legislation.

We may collect, use, disclose, and retain personal information as reasonably necessary to:

• Provide and manage our services;
• Communicate with you;
• Conduct research, analysis, and project administration;
• Process payments and maintain business records;
• Comply with legal and regulatory obligations;
• Protect against fraud, misuse, or security incidents.

You acknowledge that some projects may involve audience research, interviews, surveys, or analysis of customer data. You are responsible for ensuring that any personal information you provide to us has been collected and shared lawfully, including obtaining any required notices or consents.

We will take reasonable administrative, technical, and physical safeguards designed to protect personal information. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

For questions about privacy or to request access to or correction of personal information, contact us using the details in Section 12.

9. Force Majeure

Northstar Brand Strategy Studio will not be liable for any delay or failure to perform resulting from events beyond our reasonable control, including but not limited to acts of God, fire, flood, severe weather, epidemic or pandemic, labour disputes, power outages, telecommunications failures, cyber incidents, war, terrorism, civil unrest, governmental action, or failure of third-party service providers.

If a force majeure event occurs, our obligations will be suspended for the duration of the event to the extent affected. We will use commercially reasonable efforts to resume performance as soon as practicable.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our services, business practices, or applicable law. The updated Terms will be effective upon posting or upon notice to you, as specified by us.

Your continued use of our services after the effective date of any revised Terms constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using our services and, if applicable, notify us in writing.

11. Applicable Law and Jurisdiction

These Terms and any dispute arising out of or relating to them, the services, or any Project Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

Subject to any mandatory consumer protection laws or other non-waivable legal rights, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for the resolution of any dispute arising from or relating to these Terms or the services.

12. Contact Information

If you have any questions, concerns, or notices regarding these Terms or our services, please contact:

Northstar Brand Strategy Studio
2450 Yonge Street
Toronto, ON M4P 2H5
Canada

Email: [email protected]
Phone: +1 (416) 782-5943

13. Severability Clause

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

If any invalid or unenforceable provision can be modified to make it valid and enforceable, it shall be deemed modified to the minimum extent necessary to achieve that result while preserving the original intent as closely as possible.

By engaging the services of Northstar Brand Strategy Studio, you acknowledge that you have read, understood, and agreed to these Terms of Service.