Terms & Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Clarent ("Company," "we," "us," or "our") governing your access to and use of our website and consulting services.

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our website or services.

2. Definitions

For purposes of these Terms:

• "Services" means the business consulting services provided by Clarent, including business health diagnostics, strategic planning facilitation, and board governance advisory.
• "Client" means any individual or organization that engages Clarent for consulting services.
• "Website" means the Clarent website and all related pages and content.
• "Agreement" means these Terms together with any engagement letter or service agreement.
• "Deliverables" means any reports, documents, presentations, or other work products provided as part of our services.

3. Eligibility and Acceptance

You must be at least 18 years of age and have the legal authority to enter into binding contracts to use our services. If you are accessing or using our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

By submitting an inquiry or engaging our services, you confirm that all information provided is accurate and complete.

4. Services Description

4.1 Scope of Services

Clarent provides business consulting services focused on organizational strategy, governance, and operational assessment. Specific service offerings include:

• Business Health Diagnostic
• Strategic Planning Facilitation
• Board Governance Advisory

4.2 Service Limitations

Our services are advisory in nature. We do not:

• Provide legal, accounting, or tax advice
• Make management decisions on behalf of clients
• Implement recommendations without separate engagement
• Act as fiduciaries or assume management responsibilities

5. Engagement Process

5.1 Engagement Letter

Each consulting engagement begins with a written engagement letter or service agreement that specifies:

• Scope of work and deliverables
• Timeline and milestones
• Fees and payment terms
• Roles and responsibilities
• Confidentiality provisions

5.2 Client Responsibilities

Clients agree to:

• Provide timely access to requested information and personnel
• Respond promptly to questions and requests for clarification
• Participate in scheduled meetings and workshops
• Review draft deliverables and provide feedback within agreed timeframes
• Maintain confidentiality of proprietary methodologies and materials

6. Fees and Payment

6.1 Service Fees

Fees for consulting services are specified in the engagement letter. Published service pricing on our website is subject to change and may not reflect customized engagement terms.

6.2 Payment Terms

Unless otherwise specified in the engagement letter:

• Fees are payable in Canadian dollars (CAD)
• Payment is due within 30 days of invoice date
• Late payments may incur interest charges at 2% per month
• We reserve the right to suspend services for overdue accounts

6.3 Expenses

Clients are responsible for reimbursing reasonable out-of-pocket expenses incurred in connection with services, including travel, accommodation, and materials, when pre-approved in the engagement letter.

7. Intellectual Property

7.1 Our Intellectual Property

All content on our website and our consulting methodologies, frameworks, templates, and tools remain our exclusive property. Clients receive a limited, non-exclusive license to use deliverables for their internal business purposes only.

7.2 Client Information

Clients retain ownership of all information and materials provided to us. We do not claim any intellectual property rights in client data or business information.

7.3 Work Product

Upon full payment of fees, clients receive ownership of custom deliverables created specifically for their engagement, subject to our retained right to use general methodologies and frameworks.

8. Confidentiality

8.1 Our Obligations

We maintain strict confidentiality regarding all client information. We will not disclose confidential information except:

• With client's written consent
• As required by law or court order
• To our employees or contractors bound by confidentiality obligations
• To protect our legal rights in disputes

8.2 Client Obligations

Clients agree to maintain confidentiality of our proprietary methodologies, tools, and any confidential information we share during the engagement.

9. Disclaimers and Warranties

9.1 Professional Services

We provide consulting services using professional skill and care. However, we do not warrant or represent that:

• Recommendations will achieve specific business outcomes
• Implementation will proceed without challenges
• External factors will not affect results

9.2 Website Disclaimer

Our website is provided "as is" without warranties of any kind. We do not warrant that:

• The website will be uninterrupted or error-free
• Content is complete, accurate, or current
• The website is free of viruses or harmful components

10. Limitation of Liability

10.1 Maximum Liability

Our total liability arising from any engagement, whether in contract, tort, or otherwise, shall not exceed the fees paid by the client for that specific engagement.

10.2 Excluded Damages

We shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including lost profits, lost revenue, or business interruption, even if advised of the possibility of such damages.

11. Indemnification

Clients agree to indemnify and hold us harmless from any claims, damages, or expenses arising from their use of our services, implementation of recommendations, or breach of these Terms.

12. Termination

12.1 Termination by Client

Clients may terminate an engagement with 14 days written notice. Client remains responsible for fees for work completed and reasonable wind-down costs.

12.2 Termination by Clarent

We may terminate an engagement immediately if:

• Client fails to pay fees when due
• Client breaches material terms of agreement
• Continuing would create ethical or professional conflicts

12.3 Effect of Termination

Upon termination, confidentiality obligations survive, and client receives deliverables for work completed through termination date.

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein.

13.2 Jurisdiction

The courts of Calgary, Alberta shall have exclusive jurisdiction over any disputes arising from these Terms or our services.

13.3 Informal Resolution

Before pursuing legal action, parties agree to attempt good faith resolution through direct discussion between senior representatives.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any engagement letter, constitute the entire agreement between parties and supersede all prior understandings.

14.2 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

14.3 Waiver

Failure to enforce any provision does not constitute waiver of that provision or any other provision.

14.4 Assignment

Clients may not assign their rights or obligations without our prior written consent.

14.5 Notices

All notices must be in writing and delivered to the addresses specified in the engagement letter or to [email protected] for general inquiries.

15. Changes to Terms

We reserve the right to modify these Terms at any time. Changes become effective upon posting to our website with an updated "Last Updated" date.

Active engagements continue under the terms in effect when the engagement commenced unless parties agree otherwise in writing.

16. Contact Information

For questions regarding these Terms, please contact: