1. INTRODUCTION

Northeastic is a business consulting and digital strategy firm offering services such as marketing consulting, web design, branding, business strategy, and market analysis. These Terms govern all agreements, purchases, and interactions with Northeastic. 

These Terms of Service ("Terms") form a legal agreement between you ("Client," "you," or "your") and Northeastic ("Northeastic," "we," "us," or "our"). These Terms govern your access to and use of our services, including consulting, digital strategy, marketing, web design, and branding (the "Services"). By using our Services, you agree to these Terms.​

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Because our Services are tailored to each business's needs, every engagement will include a detailed proposal, Statement of Work, or a separate written quote that clearly outlines the scope of deliverables and billing details. These project-specific documents are to be considered as an integral part of these overall Terms.

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2. SCOPE OF SERVICES

Northeastic provides strategic analysis, digital marketing solutions, web design, branding, business advisory, and online presence optimization. Our Services are advisory and implementation-focused, based on information provided by the Client. We strive to provide accurate and effective recommendations, but we do not guarantee specific results, business performance improvements, or financial outcomes. Past performance is not indicative of future results.

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Each engagement is individually tailored. Therefore, the exact scope, methodology, milestones, deliverables, and billing arrangements will be reasonably detailed in the project-specific documentation accompanying your engagement. This may include timelines, performance metrics, and further clarification on our implementation approach to minimize misunderstandings and ensure clear expectations.

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3. PAYMENT TERMS

• All payments must be made in full before services commence, unless otherwise agreed upon in writing.

• Subscription or retainer-based services require automatic payments unless canceled before the next billing cycle.

• Payments are processed via secure third-party payment gateways.

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All payments are due in Canadian Dollars (CAD), unless otherwise agreed in writing. Fees are exclusive of applicable taxes, including HST, which will be added to the invoice. The Client is responsible for all reasonable expenses (including legal fees) incurred by Northeastic in collecting overdue amounts. Northeastic allows a 5 day grace period for late payments. Overdue payments are subject to a 2% interest rate per month. For larger projects, we may establish a staged or milestone payment schedule as agreed upon in the project proposal. This minimizes upfront costs and supports mutual risk management. If you dispute a charge, you must notify us in writing within 30 days of the invoice date, or you waive any related claims.

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4. REFUND POLICY:

Due to the custom nature of our services, refunds are not typically provided, but we are committed to fairness and reviewing concerns in good faith. Refunds may be considered in exceptional cases, such as a demonstrable failure to deliver the Services as outlined in the project proposal or statement of work, or significant discrepancies from the service description, at Northeastic's discretion. Refund requests must be submitted in writing, with supporting documentation within 14 days of the service delivery date. Refund requests will receive an initial response within 5 business days and a final determination within 14 days. Northeastic will evaluate requests on a case-by-case basis. A structured review process will be used to evaluate refund requests, including timelines for acknowledgment, investigation, and written decisions. If a refund is approved, Northeastic will determine the appropriate amount.

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5. CLIENT RESPONSIBILITIES

Clients must provide accurate, timely, and complete information, and provide prompt feedback and approvals necessary for the delivery of Services. To support a smooth collaboration, Clients will receive a checklist or guideline after their proposal outlining key inputs, decisions, and approval deadlines required from their end. Clients are responsible for complying with all applicable laws and regulations related to their business, including privacy laws, advertising standards, and accessibility requirements. Northeastic is not liable for outcomes resulting from Client’s failure to provide necessary information or approvals, or from the Client's violation of any laws or regulations. The Client's cooperation is essential for successful completion of the services. Northeastic is not responsible for delays or the quality of deliverables that result from the client's failure to provide timely and adequate information, feedback, or approvals.

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6. INTELLECTUAL PROPERTY RIGHTS

All intellectual property created by Northeastic, including websites, design mockups, branding materials, marketing strategies, and documents, remains the property of Northeastic until full and final payment for the specific project or deliverable is received. Upon full payment, and subject to any specific terms in the project proposal, the Client is granted a non-exclusive, non-transferable license to use the deliverables for their intended business purposes. Full transfer of ownership is available upon request and may be included as part of the engagement quote. Northeastic may use the work for promotional purposes, unless otherwise agreed in writing. Reproduction, sale, or distribution of Northeastic’s proprietary materials, including underlying methodologies, frameworks, or templates, without prior written consent is prohibited. For any third-party intellectual property incorporated into the deliverables, Northeastic will ensure that the Client has the necessary licenses for use. The Client is responsible for obtaining any additional licenses that may be required for use beyond the scope of the project.

Requests for full ownership, derivative works, or modifications beyond the original scope can be made and, if approved, will be documented with a mutually agreed amendment to the Statement of Work. Additional fees may apply for expanded rights.

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7. LIMITATION OF LIABILITY

Northeastic is not liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, reputational harm, business interruption, or third-party claims, arising from or related to the Services. In no event shall Northeastic’s total liability exceed the amount paid by the Client for the specific Service in question. Northeastic is not liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, labor disputes, government regulations, equipment failures, and internet outages. To the extent permitted by law, Northeastic disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

This limitation does not restrict the Client’s ability to pursue remedies for proven negligence under applicable laws. Northeastic will maintain professional liability insurance that may respond in such cases.

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8. CONFIDENTIALITY & DATA PROTECTION

Northeastic will maintain the confidentiality of all Client information, including business data, financial information, and customer lists, and use it solely to deliver the Services. We implement reasonable and industry-standard data security measures, including encryption and access controls, to protect Client data from unauthorized access, use, or disclosure; however, no method of transmission over the internet or electronic storage is completely secure, and we cannot guarantee absolute security. Client data will be retained for five (5) years following the termination of the agreement, or as required by law, and then securely destroyed. Clients consent to the use of publicly available data (websites), or anonymized, non-sensitive data, stripped of all identifying information, for case studies or marketing, unless explicitly requested in writing. Northeastic will comply with all applicable privacy laws, including PIPEDA, in handling Client data. Northeastic employees and contractors with access to client data are bound by confidentiality agreements.

Northeastic has a formal data breach response protocol. In the event of a breach, Clients will be notified promptly, and remedial measures will be taken in accordance with privacy laws and best practices.

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9. THIRD-PARTY TOOLS & SERVICES

Northeastic may recommend or integrate third-party tools and services, such as website platforms, analytics software, advertising platforms, and payment gateways, to facilitate the delivery of Services. Clients are responsible for reviewing and complying with the terms and conditions and privacy policies of such third-party services. Northeastic is not responsible for any issues, errors, or losses arising from the use of third-party tools, and disclaims all liability related to their performance, functionality, or terms. We will apply reasonable diligence in the selection of third-party vendors and, when feasible, advise on service levels or known risks to ensure informed decisions by the Client. Any third-party fees are the sole responsibility of the client.

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10. TERMINATION OF SERVICES

Either party may terminate the agreement with fourteen (14) days’ written notice. Northeastic may terminate the agreement immediately upon written notice to the Client if the Client:
(a) breaches any material term of these Terms;
(b) engages in unethical or illegal business practices;
(c) fails to make timely payments;
(d) provides false or misleading information;
(e) becomes insolvent or bankrupt; or
(f) fails to cooperate with Northeastic in the delivery of the Services.

In the event of termination by the Client, the Client shall be responsible for payment for all Services provided up to the date of termination. In the event of termination by Northeastic for cause, all payments made by the Client are non-refundable, and any outstanding fees for work completed are due immediately.

Upon termination, Northeastic will transfer to the Client all Client-owned materials and intellectual property for which payment has been received, subject to the terms of Section

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11. DISPUTE RESOLUTION

Any disputes will first be attempted to be resolved amicably through negotiation. Before initiating arbitration, both parties are encouraged to engage in good-faith mediation to resolve the matter amicably. 

If unresolved, disputes arising from or related to these Terms or the Services shall be resolved exclusively through binding arbitration in accordance with the provisions of the Arbitration Act, 1991 (Ontario). The arbitration shall take place in Ottawa, Ontario, Canada. The governing law shall be the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. The decision of the arbitrator shall be final and binding on both parties. The parties will share the costs of arbitration equally, except that each party shall bear its own attorneys' fees. Clients agree not to initiate chargebacks or disputes with credit card companies or financial institutions without first attempting to resolve the issue directly with Northeastic in good faith for a period of thirty (30) days.

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12. MODIFICATIONS TO TERMS

Northeastic may modify these Terms at any time. Changes will be posted on our website at www.northeastic.com/terms and communicated to Clients via email or other reasonable means, such as a notice on our website. The most current version of the Terms will supersede all previous versions. Continued use of the Services following the posting of changes constitutes acceptance of the revised Terms. It is the Client's responsibility to review the Terms periodically for updates. For significant changes impacting your obligations or rights, Northeastic will provide at least thirty (30) days’ prior notice to allow Clients to evaluate and respond to the proposed modifications.

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13. CONTACT INFORMATION

For any questions or concerns about these Terms, please contact us at:

• Email: info@northeastic.com

• Website: www.northeastic.com

• Phone: 613-413-0033

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14. ENTIRE AGREEMENT

These Terms, together with any applicable project proposals, statements of work, or other written agreements between Northeastic and the Client, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties.

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15. SEVERABILITY

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

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16. WAIVER

No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof.

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17. ASSIGNMENT

The Client may not assign its rights or obligations under these Terms without the prior written consent of Northeastic. Northeastic may assign its rights and obligations under these Terms at any time.

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By engaging with Northeastic, you acknowledge that you have read, understood, and agreed to these Terms of Service.
 

These Terms serve as a legally binding agreement between the client and Northeastic. Please review carefully before proceeding with any service.