Terms & Conditions

About these terms

These Terms & Conditions (“Terms”) govern all services provided by Sorellan Advisory (“Sorellan”, “we”, “us”) to any client (“you”). By booking a consult, signing a project agreement or approving a milestone, you agree to these Terms.

Each engagement is also governed by a written project agreement. If the project agreement and these Terms conflict, the project agreement prevails for that engagement.

Definitions

Project agreement means the written document setting out scope, milestones, fees, currency, timelines and refund terms for an engagement.

Milestone means a defined, deliverable stage of work described in the project agreement.

Approval means your written confirmation (including by email) that a milestone meets the agreed outcome.

Deliverables means the materials, documents, configurations, code and creative work we produce for you under a project agreement.

Services & scope

We provide brand consulting, AI training, API and AI integration, and advertising strategy and creative services, as described in each project agreement.

Work outside the agreed scope requires a written change to the project agreement, including any change to milestones, fees or timelines, before it begins.

Free initial consultation

Every project begins with an initial consultation at no cost and with no obligation. Scope and milestones are agreed in writing before any paid work starts.

Milestones & approval

Work is delivered in the milestones set out in the project agreement. On completion of each milestone we will submit it for your review.

You agree to review each milestone and either approve it or describe the revisions required within ten (10) business days of submission. Approval will not be unreasonably withheld where a milestone meets the agreed outcome.

Fees, invoicing & payment

We do not take deposits and do not require upfront payment for undelivered work.

An invoice is issued only after a milestone has been completed, revised as reasonably needed, and approved by you. Invoices are payable within fourteen (14) days of issue unless the project agreement states otherwise.

All fees are quoted and payable in Canadian dollars (CAD) unless the project agreement states otherwise. Applicable taxes are added where required by law.

Payments are accepted online through secure third-party payment processors. We do not store your card or account details; payments are processed under the terms of the processor used.

Third-party costs — including advertising spend, software subscriptions and API usage fees — are paid by you directly to the provider unless the project agreement states otherwise, and are not part of our fees.

Refunds & unbilled work

If work was performed on a milestone but that milestone was not reached, that work is not charged.

If a project cannot be completed, for any reason, you will receive a pro rata refund for any milestone that was paid for but not delivered. Refunds are returned through the original payment method within thirty (30) days.

Revisions

Reasonable revisions needed to achieve the agreed outcome of a milestone are included in our fees. Requests that change the agreed outcome or scope are treated as a change under Section 3.

Your responsibilities

You agree to provide timely access to the information, materials, accounts and people reasonably needed to deliver the work, and confirm you have the right to share any materials you provide.

Delays caused by late information or feedback may extend timelines accordingly.

Intellectual property

On payment of the invoice for a milestone, ownership of the deliverables in that milestone transfers to you, excluding third-party materials and our pre-existing tools, templates and know-how.

Where pre-existing materials of ours form part of a deliverable, you receive a perpetual, non-exclusive licence to use them as part of that deliverable. Unless you ask us not to, we may describe the work in general terms in our portfolio without disclosing confidential information.

Confidentiality

Each party will keep the other’s confidential information private and use it only for the purposes of the engagement. This obligation survives the end of the engagement for three (3) years, except for trade secrets, which remain protected for as long as they qualify as such.

AI tools & third-party platforms

Our services may involve third-party AI models, advertising platforms and software. Those platforms are governed by their own terms and policies, which we do not control.

We will not enter your confidential or personal data into a third-party AI tool without your agreement. Outputs generated with AI tools are reviewed by us before delivery, but you remain responsible for final approval of their use in your business.

No guaranteed results

We commit to the deliverables and outcomes set out in the project agreement. Because advertising performance, search rankings, revenue and adoption depend on factors outside our control, we do not guarantee specific commercial results unless expressly stated in writing.

Limitation of liability

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to any engagement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim.

We are not liable for indirect, incidental, special or consequential losses, including loss of profits, revenue, data or goodwill. Nothing in these Terms limits liability that cannot be limited by law.

Indemnity

You agree to indemnify us against claims arising from materials you supply to us, or from your use of deliverables in breach of law or of a third party’s rights.

Termination

Either party may end an engagement by written notice. On termination you pay only for milestones already approved; any paid-but-undelivered milestone is refunded pro rata under Section 7, and work toward an unreached milestone is not charged.

Sections on refunds, intellectual property, confidentiality, liability, indemnity and governing law survive termination.

Privacy

We collect and use personal information only to respond to enquiries and deliver our services, in line with applicable Canadian privacy law, including the Personal Information Protection and Electronic Documents Act (PIPEDA). Contact us to access or correct your information.

Governing law

These Terms and every project agreement are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. The parties submit to the exclusive jurisdiction of the courts of Ontario.

Changes to these terms

We may update these Terms from time to time. The version in force when a project agreement is signed applies to that engagement unless both parties agree otherwise in writing.

Contact

Questions about these Terms can be sent to info@sorellan.ca or by phone at 437 797 3171. Mail: Sorellan Advisory, Suite 1805, 10 Eva Road, Etobicoke, ON M9C 0B3.