Terms & Conditions

01Agreement to terms

These Terms & Conditions ("Terms") govern the provision of services by Wexholm Strategy ("Wexholm", "we", "us" or "our") to any client ("you" or "Client"). By engaging Wexholm, requesting a consultation, or entering into a written scope of work with us, you agree to these Terms.

These Terms apply alongside any written agreement or statement of work ("Agreement") signed between you and Wexholm. Where a signed Agreement conflicts with these Terms, the signed Agreement controls for that engagement.

02Our services

Wexholm provides professional advisory and delivery services which may include, without limitation:

• Brand management, positioning and brand consulting;
• AI training, model configuration and API integration services;
• Advertising strategy and creative development;
• Related growth strategy and advisory work.

The specific services, deliverables, milestones, timelines and fees for your engagement are defined in your written Agreement. We do not guarantee any particular commercial result; we commit to delivering the agreed scope to a professional standard.

03Consultation & scope

Every engagement begins with an initial consultation at no cost. During and after this consultation, we work with you to define the scope of work, deliverables and milestones.

No work is chargeable until scope and milestones have been agreed in writing. A milestone is a defined unit of work with a described deliverable and an associated fee, as set out in the Agreement.

04Fees, billing & payment

Our billing model is milestone-based and is a fixed condition of every engagement:

• No upfront payment and no deposits. You do not pay for work you have not yet received.
• An invoice for a milestone is issued only after that milestone has been completed, revised as reasonably required, and approved by you.
• If work has been performed but a milestone has not been reached, that work is not charged.
• All fees are stated and payable in Canadian Dollars (CAD) unless the Agreement states otherwise.
• Invoices are due within the period stated on the invoice or in the Agreement. Payments are processed securely via Stripe and PayPal.

Fees, currency, timelines and payment terms for your specific engagement are set out in the written Agreement.

05Revisions

Reasonable revisions required to bring a deliverable to the agreed outcome are included within the relevant milestone at no additional charge. Revisions that materially expand the scope beyond what was agreed may be quoted as additional milestones, subject to your written approval before any further work begins.

06Refunds & cancellation

Because we invoice only after delivery and approval, situations requiring refunds are limited. Where they arise, the following applies:

• If a project cannot be completed, you are entitled to a pro rata refund for any milestone that was paid but not delivered.
• Completed and approved milestones are non-refundable, as the corresponding work has been delivered and accepted.
• Either party may cancel an engagement on written notice. On cancellation, you are charged only for milestones completed and approved up to that point.

07Client responsibilities

To allow us to deliver on time and to standard, you agree to:

• Provide accurate, complete information and any assets, access or approvals we reasonably require;
• Respond to requests for feedback and approval within a reasonable time;
• Ensure you hold the rights to any materials you provide to us for use in the engagement;
• Comply with the terms of any third-party platforms used in the course of the work.

Delays caused by outstanding information or approvals may affect agreed timelines through no fault of Wexholm.

08Intellectual property

Upon full payment of the relevant milestone, ownership of the final deliverables produced for that milestone transfers to you, except for any third-party materials, open-source components, or Wexholm's pre-existing tools, methods and know-how, which remain owned by their respective owners or by Wexholm and are licensed to you only as needed to use the deliverables.

Until a milestone is paid in full, all associated work product remains the property of Wexholm.

09Confidentiality

Each party may receive confidential information from the other. Both parties agree to keep such information confidential, to use it only for the purpose of the engagement, and to protect it with reasonable care. This obligation does not apply to information that is public through no breach, independently developed, or required to be disclosed by law.

10Third-party services

Our work may involve third-party platforms and tools, including AI providers, advertising networks, analytics services, and payment processors such as Stripe and PayPal. Your use of those services is governed by their own terms. Wexholm is not responsible for the availability, performance, pricing changes, or policies of third-party services outside our control.

11Warranties & disclaimers

We provide our services with reasonable skill and care and in a professional manner. Except as expressly stated in these Terms or a written Agreement, services and deliverables are provided "as is", and we disclaim all other warranties to the fullest extent permitted by law, including implied warranties of merchantability and fitness for a particular purpose.

We do not warrant any specific financial, marketing, ranking or performance outcome, as these depend on factors beyond our control.

12Limitation of liability

To the fullest extent permitted by law, Wexholm's total aggregate liability arising out of or in connection with an engagement — whether in contract, tort (including negligence) or otherwise — shall not exceed the total fees actually paid by you to Wexholm for the twelve (12) months immediately preceding the event giving rise to the claim.

Wexholm shall not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data or goodwill, even if advised of the possibility of such damages. Nothing in these Terms limits liability that cannot be limited under applicable law.

13Term & termination

These Terms apply for the duration of each engagement and to any ongoing relationship between the parties. Either party may terminate an engagement on written notice as described in Section 06. Provisions that by their nature should survive termination — including intellectual property, confidentiality, and limitation of liability — continue in effect after termination.

14Governing law

These Terms and any engagement are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of Ontario in respect of any dispute arising out of or in connection with these Terms.

15Changes to these terms

We may update these Terms from time to time. The version in effect at the time your Agreement is signed governs that engagement. Material changes will be reflected by an updated effective date at the top of this page.

16Contact

Questions about these Terms can be directed to Wexholm Strategy at info@wexholm.ca or (647) 618-0703, or by mail to 14 Hardgate Crescent, Brampton, ON L7A 3V5.