SECTION 01
Agreement and acceptance
These Terms & Conditions ("Terms") govern all services provided by Lumaine Advisory ("Lumaine", "we", "us", "our") to you ("the Client", "you"). By booking a consult, signing a written agreement, approving a milestone or making a payment, you accept these Terms.
Where a signed written agreement (including any statement of work or proposal) conflicts with these Terms, the written agreement takes priority for that engagement.
SECTION 02
Definitions
- Written agreement — the document, accepted by both parties, setting out the scope, milestones, fees, currency, timelines and refund terms for an engagement.
- Milestone — a defined, deliverable stage of work described in the written agreement.
- Approval — your written confirmation (including by email) that a milestone has been completed to the agreed outcome.
- Deliverables — the materials, documents, configurations, code, creative and other work products we provide under a milestone.
SECTION 03
Services and scope
We provide advisory and delivery services including brand strategy, AI training, AI and API integration, and advertising strategy and creative. The exact services for each engagement are those described in the written agreement.
Work outside the agreed scope is not started without your consent. Any change in scope is agreed in writing first, including its effect on fees and timelines.
SECTION 04
Free initial consult
Every project starts with a consult at no cost and with no obligation. Scope and milestones are agreed in writing before any paid work begins. Nothing discussed in the consult creates a commitment to buy services.
SECTION 05
Milestones and approval
Work is delivered in the milestones defined in the written agreement. When a milestone is complete, we submit it for your review. You may request reasonable revisions so the milestone meets the agreed outcome; once it does, you confirm approval in writing.
You agree to review submitted milestones and respond within ten (10) business days, or another period stated in the written agreement. Approval will not be unreasonably withheld where the milestone meets the agreed outcome.
SECTION 06
Fees, invoicing and payment
- Fees are set out in the written agreement and are charged in Canadian dollars (CAD) unless the agreement states otherwise.
- An invoice is issued only after a milestone has been completed, revised as reasonably needed, and approved by you.
- No deposits are charged, and no upfront payment is taken for work that has not been delivered.
- Payments are accepted through Stripe and PayPal. Applicable sales taxes (such as HST) are added where required by law.
- Invoices are due within the period stated on the invoice, or otherwise within fourteen (14) days of the invoice date.
Full scope, fees, currency, timelines and refund terms for each engagement are recorded in the written agreement.
SECTION 07
Revisions
Reasonable revisions needed to reach the agreed outcome of a milestone are included in its fee and are not charged separately. Requests that change the agreed outcome or scope are treated as a change in scope under these Terms.
SECTION 08
Refunds and incomplete work
- If a project cannot be completed, you receive a pro rata refund for any milestone that has been paid for but not delivered.
- If work was carried out but a milestone was not reached, that work is not charged.
- Approved and invoiced milestones that have been delivered are not refundable, except as required by law or stated in the written agreement.
Refunds are returned through the original payment method (Stripe or PayPal) where possible, normally within fourteen (14) days of being confirmed.
SECTION 09
Your responsibilities
You agree to provide accurate information, timely feedback, and the access, accounts, content and approvals reasonably needed to deliver the work. Delays caused by missing inputs may extend timelines. You are responsible for ensuring you have the rights to any materials you supply to us.
SECTION 10
Intellectual property
Ownership of the deliverables for a milestone transfers to you once that milestone has been approved and paid in full. We keep ownership of our pre-existing tools, methods, templates and know-how, and grant you a non-exclusive, perpetual licence to use any of them included in your deliverables.
Unless you ask us not to, we may refer to the engagement in general terms in our portfolio, without disclosing confidential information.
SECTION 11
Confidentiality
Each party will keep the other's confidential information private and use it only for the engagement. This does not apply to information that is public, already known to the receiving party, independently developed, or required to be disclosed by law.
SECTION 12
AI tools and third-party platforms
Our work may involve third-party services such as AI model providers, advertising platforms, payment processors and software you use. Those services are governed by their own terms, pricing and availability, which we do not control. Platform fees, API usage costs and advertising spend are paid by you unless the written agreement states otherwise.
AI-generated output can contain errors. Integrations we build include human review steps where appropriate, and you remain responsible for reviewing output before relying on it or publishing it.
SECTION 13
No guarantee of results
We commit to delivering the agreed milestones with professional skill and care. Business outcomes — including sales, leads, advertising performance and search or platform rankings — depend on factors outside our control, and are not guaranteed.
SECTION 14
Limitation of liability
To the fullest extent permitted by law, our total aggregate liability arising out of or relating to our services, whether in contract, tort (including negligence) or otherwise, is limited to the total fees you paid 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 lost profits, revenue, data or business opportunity. Nothing in these Terms limits liability that cannot be limited under applicable law.
SECTION 15
Indemnity
You agree to indemnify us against claims arising from materials you supply, your use of the deliverables in breach of law or third-party rights, or your breach of these Terms.
SECTION 16
Termination
Either party may end an engagement by written notice. On termination, you pay only for milestones that have been delivered and approved. Any paid-but-undelivered milestone is refunded pro rata, and work done towards an unreached milestone is not charged.
SECTION 17
Privacy and website use
We collect only the personal information needed to respond to enquiries and deliver services, and handle it in line with applicable Canadian privacy law. Enquiries sent through our website form are delivered to us by email through a form-handling service. Content on this website is general information, not professional advice for your specific situation.
SECTION 18
Governing law
These Terms and any written agreement are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. Both parties submit to the exclusive jurisdiction of the courts of Ontario.
SECTION 19
Changes to these Terms
We may update these Terms from time to time. The version in force when your written agreement is signed applies to that engagement unless both parties agree otherwise in writing.
SECTION 20
Contact
Questions about these Terms can be sent to info@lumaineadvisory.ca or by phone at 587 437 4816. Mailing address: 123 Celeste Dr, Scarborough, ON M1E 2V6.