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, website, materials, communications, and related offerings provided by NorthBridge Group Solutions (“NorthBridge,” “we,” “us,” or “our”). NorthBridge Group Solutions is a business group operating from 145 King Street West, Toronto, ON M5H 1J8, Canada.

By accessing our website, engaging our services, requesting a proposal, signing an engagement letter, or otherwise using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

These Terms apply to all clients, prospective clients, users, visitors, representatives, and other persons who access or use our services.

2. Scope of Services

NorthBridge provides business consulting and related professional services, which may include, without limitation:

• Business strategy consulting;
• Operational process improvement;
• Project coordination and management;
• Team development and training;
• Market research and business analysis; and
• Partnership and stakeholder support.

Specific services, deliverables, timelines, fees, assumptions, and client responsibilities may be set out in a proposal, statement of work, engagement letter, or other written agreement between NorthBridge and the client (collectively, the “Service Agreement”). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement will prevail to the extent of the conflict.

Unless expressly agreed in writing, NorthBridge does not provide legal, accounting, tax, investment, or regulated professional advice. Any recommendations are provided for business and operational purposes only and should be independently reviewed by the client’s qualified advisors where appropriate.

3. User Obligations and Responsibilities

You agree to:

• Provide accurate, current, and complete information when requested;
• Cooperate reasonably and timely with NorthBridge, including providing access to relevant personnel, records, systems, and information necessary to perform the services;
• Ensure that any information, materials, or instructions you provide do not infringe the rights of any third party or violate applicable law;
• Maintain the confidentiality of any login credentials, documents, or materials provided to you by NorthBridge, where applicable;
• Use our services only for lawful business purposes and in accordance with these Terms and all applicable laws, regulations, and industry standards;
• Promptly review deliverables and notify us of any concerns, errors, or requested revisions within a reasonable time; and
• Not misuse, copy, distribute, reverse engineer, or exploit our materials except as expressly permitted in writing.

You are responsible for decisions made based on our services and for implementing any recommendations in a manner appropriate to your business, legal, regulatory, and operational environment.

4. Payment Terms and Conditions

Fees for services will be as set out in the applicable Service Agreement, invoice, proposal, or written quotation. Unless otherwise stated:

• All fees are quoted in Canadian dollars (CAD);
• Invoices are payable within the period stated on the invoice, or if not stated, within thirty (30) days of the invoice date;
• Late payments may result in suspension of services and may accrue interest at the maximum rate permitted by applicable law;
• You are responsible for all applicable taxes, including GST/HST and any other applicable sales taxes, unless expressly included in the quoted fee;
• Any third-party costs, travel expenses, software subscriptions, venue costs, or other out-of-pocket expenses must be pre-approved in writing by the client and may be billed separately; and
• Disputed invoice amounts must be raised in writing within ten (10) days of receipt of the invoice, specifying the basis of the dispute. Undisputed amounts remain payable on time.

NorthBridge reserves the right to require a deposit, milestone payments, or advance payment before commencing or continuing services.

5. Cancellation and Refund Policy

Either party may cancel services in accordance with the notice provisions set out in the applicable Service Agreement, or if none are specified, by providing reasonable written notice.

Unless otherwise agreed in writing:

• Deposits are non-refundable to the extent they cover time reserved, planning, onboarding, administrative work, or other non-recoverable costs;
• Fees for services already performed, work in progress, or approved expenses incurred up to the cancellation date remain payable;
• Refunds, if any, will be calculated at NorthBridge’s reasonable discretion based on the portion of services not yet performed and any committed costs already incurred; and
• NorthBridge may cancel or suspend services immediately if you fail to pay amounts due, materially breach these Terms, provide unlawful instructions, or engage in conduct that reasonably interferes with service delivery.

Where a Service Agreement includes a specific cancellation policy, that policy will govern to the extent of any inconsistency.

6. Liability Limitations

To the fullest extent permitted by applicable law, NorthBridge, its directors, officers, employees, contractors, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, business opportunity, data, or anticipated savings, arising out of or relating to the services or these Terms, whether based in contract, tort, negligence, strict liability, or otherwise, even if advised of the possibility of such damages.

To the fullest extent permitted by law, NorthBridge’s total aggregate liability for any claim arising out of or relating to the services or these Terms shall not exceed the total fees actually paid by you to NorthBridge for the specific services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim, or CAD $1,000, whichever is greater, except where such limitation is prohibited by law.

Nothing in these Terms limits liability for fraud, wilful misconduct, gross negligence where such exclusion is not permitted, or any liability that cannot be excluded or limited under applicable law.

Business consulting services involve judgment, assumptions, and client-dependent implementation. NorthBridge does not guarantee specific business outcomes, financial results, regulatory approvals, or operational performance improvements.

7. Intellectual Property Rights

Unless otherwise agreed in writing:

• All pre-existing intellectual property, methodologies, frameworks, templates, tools, software, know-how, and materials owned or developed by NorthBridge before or outside the scope of a specific engagement remain the exclusive property of NorthBridge;
• Upon full payment of all applicable fees, the client receives a non-exclusive, non-transferable license to use the final deliverables created specifically for the client under the applicable Service Agreement for the client’s internal business purposes, unless otherwise stated in writing;
• NorthBridge retains the right to reuse general skills, experience, concepts, and non-confidential know-how developed in the course of providing services, provided that client confidential information is not disclosed;
• The client represents and warrants that any materials it provides to NorthBridge do not infringe third-party rights and that the client has all necessary rights to authorize NorthBridge’s use of such materials for service delivery; and
• No transfer of ownership in NorthBridge intellectual property occurs unless expressly stated in a signed written agreement.

Except as expressly permitted, you may not copy, modify, distribute, publish, sell, sublicense, or create derivative works from NorthBridge materials.

8. Data Protection and Privacy

NorthBridge is committed to protecting personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, provincial privacy legislation.

In the course of providing services, NorthBridge may collect, use, disclose, store, and process personal information and business information for purposes including:

• Providing and administering services;
• Communicating with clients and stakeholders;
• Preparing proposals, reports, analyses, and deliverables;
• Managing billing, accounting, and recordkeeping;
• Meeting legal, regulatory, and contractual obligations; and
• Improving service quality, security, and operational efficiency.

NorthBridge will take reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the information. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

Where third-party service providers are used, NorthBridge may share information with them only as reasonably necessary to perform services or support business operations, subject to confidentiality and security obligations where appropriate.

By using our services, you consent to the collection, use, disclosure, and retention of information as described in these Terms and in any applicable privacy notice or Service Agreement. If you provide personal information about another individual, you represent that you have the authority and/or consent required to do so.

9. Force Majeure

NorthBridge shall not be liable for any delay or failure to perform its obligations to the extent caused by events beyond its 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 not caused by NorthBridge’s gross negligence or wilful misconduct, governmental actions, war, terrorism, civil unrest, or failure of suppliers or third-party service providers.

If a force majeure event continues for an extended period and materially affects performance, either party may discuss in good faith a suspension, modification, or termination of the affected services.

10. Changes to Terms

NorthBridge may update or modify these Terms from time to time to reflect changes in our services, legal requirements, or business practices. The updated Terms will be effective upon posting or upon the date specified in the revised version, whichever is later, unless otherwise required by law.

Where required, we will provide reasonable notice of material changes. Your continued use of our services after the effective date of any revised Terms constitutes acceptance of the updated Terms.

11. Applicable Law and Jurisdiction

These Terms and any dispute, claim, or matter arising out of or relating to them, the services, or any Service Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

The parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, for the resolution of any dispute arising out of or relating to these Terms or the services, subject to any mandatory rights to pursue alternative dispute resolution or other remedies under applicable law.

12. Contact Information

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

NorthBridge Group Solutions
145 King Street West
Toronto, ON M5H 1J8
Canada

Email: [email protected]
Phone: +1 (416) 782-5946

13. Severability Clause

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

The failure of NorthBridge to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision unless acknowledged in writing.

Additional Provisions

Independent Contractor: NorthBridge provides services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, fiduciary, or agency relationship between the parties.

Entire Agreement: These Terms, together with any applicable Service Agreement and any referenced policies, constitute the entire agreement between the parties regarding the subject matter and supersede prior or contemporaneous understandings, whether written or oral, unless expressly incorporated by reference.

Assignment: You may not assign or transfer your rights or obligations under these Terms without NorthBridge’s prior written consent. NorthBridge may assign or subcontract its rights and obligations to the extent permitted by law and consistent with service delivery.

Notices: Any notices required under these Terms must be provided in writing and delivered by email, courier, or registered mail to the contact information listed above, or to any updated contact details provided in writing.

Language: These Terms are drafted in English. If translated into another language, the English version will prevail to the extent permitted by law.