Terms of Service

Last Updated: [September 5, 2025]

Please read these Terms of Service (“Terms,” “ToS”) carefully before engaging in consulting services with Happy Customers Consulting Inc. (“Company,” “we,” “us,” or “our”). By engaging our services, you (“Client,” “you,” or “your”) agree to be bound by these Terms.

 

1. Scope of Services

1.1. Agreement: The specific services to be provided, the project timeline, deliverables, and fees will be detailed in a separate Statement of Work (SOW), Proposal, or Consulting Agreement (“Service Agreement”) signed between the Client and the Company. These Terms apply to and are incorporated into every Service Agreement.

1.2. Changes: Any changes to the scope of work defined in the Service Agreement must be documented, agreed upon in writing by both parties, and may result in adjustments to fees and timelines.

 

2. Client Responsibilities

2.1. Cooperation: The Client agrees to provide timely access to information, personnel, data, and resources reasonably required by the Company to perform the services. Delays in providing necessary materials may result in project timeline adjustments.

2.2. Accuracy of Information: The Client warrants that all information, data, and materials provided to the Company are accurate, complete, and do not infringe upon the intellectual property or proprietary rights of any third party.

 

3. Fees and Payment

3.1. Fees: The Client agrees to pay the Company the fees specified in the Service Agreement.

3.2. Invoicing and Payment: Payment terms (e.g., net 15 days, upfront retainer, milestone payments) will be specified in the Service Agreement. Failure to pay invoices promptly may result in the suspension or termination of services.

3.3. Expenses: The Client is responsible for reimbursing the Company for pre-approved, reasonable, and necessary out-of-pocket expenses incurred in the performance of the services (e.g., travel, accommodation).

 

4. Intellectual Property

4.1. Company IP: The Company retains all intellectual property rights (including copyrights and trademarks) in any pre-existing methodologies, proprietary tools, general knowledge, templates, or consulting frameworks used to deliver the services.

4.2. Client IP/Deliverables: All final, custom-created deliverables (e.g., specific strategy documents, proprietary analysis of Client data) created exclusively for the Client and paid for under the Service Agreement will become the sole property of the Client upon final payment.

 

5. Confidentiality

5.1. Definition: “Confidential Information” includes all non-public, proprietary, and business-related information (including customer data, business plans, financial information, and technical data) disclosed by one party to the other.

5.2. Obligation: Both parties agree to maintain the strict confidentiality of the other party’s Confidential Information and will not disclose it to any third party, except as required by law or as explicitly allowed under the Privacy Policy (e.g., sharing with necessary cloud service providers).

 

6. Limitation of Liability

6.1. Disclaimer: The Company provides its services on an “as-is” basis. While we strive to provide excellent advice, we do not guarantee specific results or outcomes (e.g., specific profit increases or customer satisfaction scores) based on the implementation of our advice.

6.2. Limitation: To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, arising from your use of the services. The Company’s total liability under any claim arising out of the services shall not exceed the total fees paid by the Client to the Company for the specific project from which the liability arose.

 

7. Termination

7.1. Termination for Cause: Either party may terminate the Service Agreement immediately if the other party materially breaches these Terms or the Service Agreement and fails to cure the breach within [Number] days of receiving written notice.

7.2. Effect of Termination: Upon termination, the Client shall pay the Company for all services rendered and expenses incurred up to the date of termination.

 

8. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law principles. Both parties irrevocably consent to the exclusive jurisdiction and venue of the courts in Ontario for the resolution of any disputes arising under these Terms.