Terms & Conditions
These Terms & Conditions (“Terms”) govern (A) your use of our website (the “Site”) and (B) any consulting products/services we provide (the “Services”). By accessing the Site or engaging the Services, you agree to these Terms and all applicable laws. If you do not agree, do not use the Site or Services.
A. Website Terms of Use
1) Use License (Site Materials)
Permission is granted to temporarily download one copy of Site materials (information or software) for personal, non-commercial, transitory viewing only. This is a license, not a transfer of title. Under this license, you may not:
modify or copy the materials;
use the materials for any commercial purpose or any public display;
attempt to decompile or reverse engineer any software on the Site;
remove proprietary notices; or
“mirror” the materials on any other server or transfer them to another person.
This license terminates automatically if you breach any restriction and may be terminated by us at any time. On termination, you must destroy any downloaded materials (electronic and printed).
2) Intellectual Property
All content on the Site (text, graphics, logos, designs, code, and compilations) is owned by us or our licensors and protected by Canadian and international IP laws. No rights are granted except as expressly set out.
3) Disclaimer (Site)
The Site and its materials are provided “as is” and “as available.” We make no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, or reliability. You use the Site at your own risk.
4) Limitations of Liability (Site)
To the maximum extent permitted by law, in no event shall we or our suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits, lost data, business interruption) arising from Site use or inability to use the materials, even if advised of the possibility of such damages. Some jurisdictions do not allow certain limitations; where prohibited, those limits do not apply.
5) Revisions & Errata
Site materials may include technical, typographical, or photographic errors. We do not warrant that any materials are accurate, complete, or current. We may change materials at any time without notice but are not obligated to update them.
6) Links
Links on the Site to third-party websites are provided for convenience only. We do not endorse, control, or assume responsibility for third-party content or practices. Use of third-party sites is at your own risk.
7) Modifications (Site Terms)
We may revise these Site Terms at any time without notice. By using the Site, you agree to be bound by the then-current version.
B. Service Terms (Consulting)
8) Scope & Relationship
We provide strategy, audits, roadmaps, implementation sprints, and ongoing optimization per the scope described in written proposals, order forms, or statements of work (each, an “Order”). An Order takes precedence over these Terms in the event of conflict. We are an independent contractor; no partnership, joint venture, employment, or agency relationship is created.
9) Client Responsibilities
You agree to: (a) provide accurate and timely inputs, access, approvals, and materials; (b) ensure you have rights to any content/data you supply; (c) appoint a decision-maker; and (d) comply with laws and platform policies (e.g., ad platforms). Delays or missing inputs may adjust timelines and fees.
10) Fees, Payments & Taxes
General. Fees are stated in your Order. Taxes are additional unless noted. We accept Stripe, PayPal, and e-transfer/direct deposit. You authorize us to process card payments where applicable.
Late Payments: Overdue amounts may accrue interest at 1.5% per month (19.56% annually) or the maximum allowed by law, plus reasonable collection costs. We may pause work for non-payment.
Refunds: Unless required by law or expressly stated in an Order, fees are non-refundable once work has begun or a retainer period has started.
11) Scheduling, Cancellations & Rescheduling
Booked sessions/calls require 24 hours notice to reschedule. Missed or late-cancelled sessions may be forfeited or billed at our discretion. Project timelines are estimates and may shift based on your availability, approvals, and third-party platform status.
12) Deliverables, Licenses & IP
Pre-existing IP: Each party retains all right, title, and interest in its pre-existing IP and tools (including frameworks, templates, code snippets, and SOPs).
Project Deliverables: Upon full payment, you own the deliverables we create specifically for you under the applicable Order. We retain ownership of our pre-existing IP (frameworks, templates, code snippets, SOPs) and grant you a perpetual, non-exclusive license to use any incorporated components as part of your deliverables for your internal business purposes.
Third-Party Assets: Some deliverables may incorporate third-party assets with their own licenses (e.g., stock media, fonts, libraries). You agree to comply with those licenses.
13) Confidentiality
During the engagement, each party may receive Confidential Information of the other (non-public business, technical, or financial information marked or reasonably understood to be confidential). Each party will (a) use it only for the engagement; (b) not disclose it to third parties except to personnel/contractors under similar obligations; and (c) protect it with reasonable care. Exclusions: information that is public (not due to breach), already known, independently developed, or rightly received from a third party. If legally compelled to disclose, the receiving party will give prompt notice (if lawful) and disclose only what is required.
14) Data Protection & Privacy
We handle personal information according to our Privacy Policy (see /privacy), which forms part of these Terms. You represent that you have lawful rights to share any personal data you provide and will obtain any necessary consents.
15) Warranties & Disclaimers (Services)
We will provide Services in a professional manner consistent with industry practice for boutique consulting. Except as expressly stated in an Order, Services and deliverables are provided “as is” without warranties of any kind, express or implied (including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that results will be uninterrupted, error-free, or guarantee specific business outcomes).
16) Limitation of Liability (Services)
To the fullest extent permitted by law:
Indirect damages excluded: Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages (including loss of profits, revenue, goodwill, or data), even if advised of the possibility.
Cap: Our total liability arising out of or related to the Services is limited to the amount you paid to us in the thirty (30) days immediately preceding the event giving rise to the claim (or, if less than 30 days have elapsed since the applicable Order’s Effective Date, the amount paid since that Effective Date).
Exceptions: These limits do not apply to: your payment obligations; your infringement/misuse of our IP; or your breach of confidentiality/data protection laws.
17) Indemnity & Client Decisions
You agree to indemnify and hold us (and our contractors) harmless from any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
(a) your breach of these Terms or any Order;
(b) your content/data, including any intellectual property or privacy violations;
(c) your unlawful or negligent use of the Services; and
(d) Client decisions. Any outcomes resulting from your decisions to decline, delay, modify, or only partially implement our recommendations; to implement recommendations without providing requested inputs/approvals; or to proceed with alternative strategies, assets, or vendors against our written advice.
(e) Third-party platforms/vendors. Any act/omission of third-party platforms or vendors you select (e.g., ad networks, email tools, hosting, freelancers), including suspensions, policy enforcement, deliverability, data loss, billing, or performance.
(f) Client changes. Any changes you or your vendors make to deliverables (copy, creative, tracking, bid strategies, budgets, website edits, settings) after delivery or without our review/approval.
Assumption of Risk (Client): If you choose not to follow a recommended course of action, you acknowledge and agree that the risk, responsibility, and costs associated with that decision rest with you, and you waive any claim against us arising from that decision.
18) Non-Solicitation
To protect each other’s teams, during the engagement and for 6 months thereafter, neither party will directly solicit for employment or contract the other party’s personnel who worked on the engagement. General public job postings not targeted at the other party are permitted.
19) Force Majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., natural disasters, acts of government, platform outages, strikes, war, internet/hosting failures). The affected party will notify the other and resume performance as soon as practicable.
20) Term & Termination
These Terms apply for as long as you use the Site or Services. An Order may specify its term. Either party may terminate an Order for material breach not cured within 10 days of written notice. On termination: (a) you will pay for work performed and committed costs; (b) licenses granted to you remain in effect for paid deliverables; and (c) confidentiality and IP provisions survive.
21) Governing Law & Venue
These Terms and any dispute related to the Site or Services are governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict-of-laws rules. Courts located in Toronto, Ontario have exclusive jurisdiction.
22) Changes to These Terms
We may update these Terms at any time by posting a new version on the Site with a revised “Last updated” date. Continued use of the Site or Services after changes means you accept the updated Terms.
23) Notices
We’ll communicate primarily by email. Legal notices to us must be sent to info@pereiraalexis.com with the subject line “Legal Notice.” Notices are deemed received on the date sent (with transmission confirmation) or, if sent after 5pm Toronto time or on a non-business day, the next business day.
24) Entire Agreement; Order of Precedence
These Terms, any Order(s), and our Privacy Policy form the entire agreement and supersede all prior discussions. If there is a conflict, the Order controls, then these Terms, then the Privacy Policy.
25) Severability; Waiver; Assignment
If any provision is unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms or an Order without our prior written consent; we may assign to a successor in interest (e.g., reorganization or sale of business assets).
26) No Legal, Financial, or Tax Advice
Our Services provide business and marketing guidance. We do not provide legal, financial, tax, or investment advice. You should obtain advice from qualified professionals as needed.
Contact
