Terms & Conditions

1. Introduction and Acceptance

These Terms and Conditions govern your use of Keystone Advisory's website and consulting services. By accessing our website, contacting us, or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

These Terms constitute a legal agreement between you ("Client," "you," or "your") and Keystone Advisory ("we," "us," or "our"). Additional terms may apply to specific services as outlined in engagement letters or service agreements.

2. Definitions

• "Services" refers to business consulting services including business valuations, succession planning consultations, performance improvement programs, and related advisory services provided by Keystone Advisory.
• "Website" refers to all pages, content, and functionality at keysstoneadviipk.biz.
• "Engagement" refers to a specific consulting project undertaken pursuant to a signed service agreement or engagement letter.
• "Deliverables" refers to reports, analyses, recommendations, and other materials produced as part of an Engagement.
• "Agreement" refers to these Terms and Conditions together with any engagement letter or service agreement.

3. Use of Services

Eligibility

Our services are intended for business owners and authorized representatives of businesses. You must be at least 18 years of age and have legal capacity to enter into binding contracts in your jurisdiction.

Account Responsibilities

If you create an account or provide contact information, you are responsible for maintaining the confidentiality of your information and for all activities that occur under your account. You agree to provide accurate, current, and complete information and to update it as necessary.

Authorized Use

You may use our Services only for lawful purposes and in accordance with these Terms. You represent and warrant that you have the authority to engage our Services on behalf of your business.

4. Prohibited Uses

You agree not to:

• Use our Services in any way that violates applicable federal, provincial, or local laws or regulations
• Infringe upon or violate our intellectual property rights or the intellectual property rights of others
• Transmit any viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems, networks, or data
• Engage in any fraudulent activities or misrepresent your identity or affiliation
• Harass, abuse, or harm another person or entity
• Use automated means to access the Website without our express written permission
• Resell or redistribute our Services without authorization
• Provide false or misleading information during Engagements

5. Intellectual Property Rights

Our Content

The Website and its content, including text, graphics, logos, methodologies, and software, are owned by Keystone Advisory and protected by Canadian and international copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our express written permission.

License Grant

Upon full payment for Services, we grant you a limited, non-exclusive, non-transferable license to use Deliverables solely for your internal business purposes as specified in the engagement letter. This license does not include rights to our proprietary methodologies, frameworks, or tools.

Client Materials

You retain ownership of all materials, data, and information you provide to us. By providing such materials, you grant us a license to use them solely for purposes of delivering Services to you.

6. Engagement Terms

Scope of Services

Each Engagement will be governed by a specific engagement letter or service agreement outlining the scope, deliverables, timeline, and fees. These Terms apply to all Engagements unless expressly modified in writing.

Professional Standards

We will perform Services in accordance with professional standards applicable to business advisory services in Canada. Our Services are based on information you provide and market conditions at the time of analysis. We do not audit or independently verify information you provide.

Client Obligations

You agree to provide timely access to information, personnel, and resources necessary for Services delivery. You are responsible for the accuracy and completeness of information provided. Delays in providing information may affect project timelines.

Modifications to Scope

Changes to project scope require mutual written agreement and may result in adjusted fees and timelines. We will notify you if requested changes would materially affect the Engagement.

7. Fees and Payment

Fee Structure

Fees for Services are specified in engagement letters and are quoted in Canadian dollars (CAD). Fee structures may be project-based, hourly, or retainer-based as agreed in writing.

Payment Terms

Payment is due according to terms specified in your engagement letter, typically within 30 days of invoice date. For projects exceeding CAD $2,000, we may structure payments in phases aligned with project milestones.

Accepted Payment Methods

We accept electronic funds transfer, cheques, and other methods as agreed. Credit card processing may be available for certain services.

Late Payment

Overdue amounts are subject to interest charges at a rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less. We reserve the right to suspend Services for accounts more than 30 days overdue.

Taxes

Fees are exclusive of applicable taxes. You are responsible for all applicable federal, provincial, and local taxes, duties, and assessments.

8. Cancellation and Refund Policy

Cancellation by Client

You may cancel an Engagement by providing written notice. Cancellation fees will apply based on work completed: you will be invoiced for time and expenses incurred up to the cancellation date, plus a cancellation fee equal to 25% of remaining project fees.

Refund Policy

Refunds are available only if we fail to deliver Services as outlined in the engagement letter. Refund requests must be submitted within 30 days of Deliverable delivery. We do not provide refunds based on disagreement with findings or recommendations, provided Services were performed in accordance with professional standards.

Termination by Us

We may terminate an Engagement if you breach these Terms, fail to provide necessary information, or fail to make timely payments. In such cases, you remain liable for fees incurred through the termination date.

9. Confidentiality

We maintain strict confidentiality regarding all information obtained during Engagements. We will not disclose your confidential information except as required by law, professional standards, or with your written consent.

Information may be shared with our professional advisors (legal, accounting) who are bound by similar confidentiality obligations. Team members directly involved in your Engagement will have access to information necessary for Services delivery.

Confidentiality obligations survive termination of our relationship and continue indefinitely unless information becomes publicly available through no fault of ours.

10. Disclaimers and Limitations

Services "As Is"

Services and Deliverables are provided "as is" and "as available" without warranties of any kind, either express or implied. We do not warrant that Services will be uninterrupted, error-free, or that results will meet your specific requirements.

No Guarantee of Outcomes

Our Services involve professional judgment and analysis based on available information. We cannot and do not provide guarantees regarding business outcomes, valuations holding up in specific transactions, or results of implementing recommendations. Future business conditions may differ from assumptions used in our analysis.

Limitation of Liability

To the maximum extent permitted by law, our total liability arising from or related to Services, whether in contract, tort, or otherwise, shall not exceed the fees paid by you for the specific Engagement giving rise to the claim. This limitation applies regardless of the form of action and even if we have been advised of the possibility of such damages.

Exclusion of Consequential Damages

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, loss of data, or business interruption, even if such damages were foreseeable.

11. Indemnification

You agree to indemnify and hold harmless Keystone Advisory, its officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms, (b) your misuse of Services, (c) your violation of applicable laws or regulations, or (d) inaccurate or incomplete information you provide.

12. Dispute Resolution

Informal Resolution

In the event of any dispute arising from these Terms or Services, both parties agree to first attempt good faith negotiations to resolve the matter informally. Either party may initiate negotiations by providing written notice describing the dispute.

Mediation

If informal negotiations fail to resolve the dispute within 30 days, either party may request mediation through a mutually agreed mediator or mediation service in Winnipeg, Manitoba.

Jurisdiction and Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any legal action or proceeding shall be brought exclusively in the courts located in Winnipeg, Manitoba, and you consent to the jurisdiction of such courts.

13. General Provisions

Entire Agreement

These Terms, together with any engagement letter or service agreement, constitute the entire agreement between you and Keystone Advisory regarding Services and supersede all prior or contemporaneous communications and proposals.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Invalid provisions shall be modified to the minimum extent necessary to make them valid and enforceable.

Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless made in writing and signed by an authorized representative.

Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms or delegate obligations without restriction.

Notices

All notices under these Terms shall be in writing and delivered by email or mail to the addresses provided during Engagement. Notices are deemed received when delivered via email or five business days after mailing.

14. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to the Website with an updated "Last Updated" date. Your continued use of Services after changes constitutes acceptance of modified Terms. We will notify existing clients of material changes affecting active Engagements.

15. Contact Information

For questions about these Terms and Conditions: