1. Introduction and Acceptance
These Terms of Service govern your access to and use of the website www.redleaf.mom and any advisory services of Red Leaf Advisory Inc. that these terms expressly cover. The website is developed and operated by the developer RedLeafs on behalf of Red Leaf Advisory Inc., a company organized under the laws of Canada with its office at 1903-185 Roehampton Ave, Toronto - M4P 0C6, Canada (CA). By browsing the website, submitting information through it or engaging our services after these terms have been presented to you, you agree to be bound by these terms.
If you do not agree with any part of these terms, please stop using the website and contact us so that we can understand your concern. These terms apply to the maximum extent permitted by applicable law, and nothing in them removes any right that the law grants to you and that cannot be waived. We publish these terms openly because a service that begins with clear rules is a service that can be trusted to keep them.
2. About the Company
Red Leaf Advisory Inc. is an independent management advisory firm based in Toronto, Ontario. We advise founders, boards and executive teams on strategy and operations, market entry, organizational design, financial planning and analysis, technology adoption, and compliance and risk. Our advisors work with companies at many stages, from early growth teams to established organizations undergoing significant change.
All references in these terms to we, us, our and the Company refer to Red Leaf Advisory Inc. The website presents information about our practice for general informational purposes and provides a way to contact us. Anything on the website that looks like advice is general information about how we work, not a recommendation about your specific situation, and it does not create an advisor and client relationship between you and the Company.
3. Definitions
To keep these terms readable, we use a few words with fixed meanings. The word Website means www.redleaf.mom and every page published under that domain, together with its code, text, graphics and other content. The word Services means the advisory services described on the Website and any related work that we agree in writing to perform for a client. The word Client means a person or organization that signs a statement of work or similar agreement with us. The word Visitor means anyone who browses the Website without necessarily becoming a Client.
The words Statement of Work mean a written document signed by us and a Client that describes the scope, schedule, fees and other specifics of an engagement. Where these terms and a Statement of Work conflict on a point specific to that engagement, the Statement of Work controls for that point and these terms control for everything else.
4. Eligibility and Authority
The Website is intended for people who are at least eighteen years old. If you contact us on behalf of a company or other organization, you represent that you have the authority to bind that organization, and references to you in these terms then include that organization. We may refuse service, decline an engagement or limit use of the Website to anyone, at any time and for any lawful reason.
You agree to provide accurate information when you contact us and to keep us informed if the details you gave us change. You also agree not to use the Website or our contact channels to send unlawful, abusive, misleading or unsolicited commercial material. We take a dim view of spam and abuse, and we may block traffic or correspondence that harms the Website, our advisors or the people who rely on our contact channels.
5. Description of the Services
Our Services consist of professional advisory work: analysis, facilitation, planning, documentation and related support in the fields listed on the Website. Advisory work is collaborative by nature, and its quality depends on honest information and timely participation from the Client. We commit our time, attention and professional judgment to every engagement, and we say clearly when a question falls outside our competence and deserves another professional.
We are not a law firm, an accounting firm, an investment dealer or a licensed provider of regulated financial services, and nothing in our Services constitutes legal, audit, tax filing or investment advice. Where those needs arise during an engagement, we will identify them and help you engage the right licensed professional. The Website describes our typical Services, but the binding description of what we will do for you is always the Statement of Work you sign.
6. Engagements and Statements of Work
Every paid engagement begins with a written Statement of Work. That document records the scope of work, the deliverables, the timeline, the fees, the payment schedule, the people assigned and any special terms agreed between the parties. Work outside the written scope is performed only when both parties agree in writing, usually through a revised or additional Statement of Work. This discipline protects both sides: the Client knows what it is buying, and we know what we have promised.
Unless a Statement of Work says otherwise, the engagement starts on the agreed start date, and we schedule our work in good faith around the availability of your team. Timelines that depend on Client input move by the length of the delay caused. If either party needs to pause an engagement, a short written notice records the pause and the plan to resume, so that expectations remain clear on both sides.
7. Fees, Invoices and Payment
Fees for Services are set out in the applicable Statement of Work and are quoted in Canadian dollars unless another currency is agreed in writing. Depending on the engagement, fees may be fixed, based on time at agreed rates, or structured in phases. Invoices are issued as described in the Statement of Work and are payable within thirty days of the invoice date unless the Statement of Work states a different term. Applicable taxes are added to fees where required by law.
Amounts that remain unpaid after their due date may accrue interest at a rate we will state in the Statement of Work, and we may suspend performance of Services while payment is materially overdue. If you dispute an invoice, tell us promptly and pay the undisputed part on time; we will review disputes seriously and quickly. Expenses that the Statement of Work identifies as billable, such as travel outside the Toronto area, are pre-approved by you in writing before they are incurred.
8. Client Responsibilities
Advisory work succeeds when the Client participates. You agree to provide timely access to the people, records and systems reasonably needed for the work; to respond to requests within the periods reflected in the timeline; to designate a decision maker with authority to resolve questions; and to tell us plainly when something in the plan stops making sense for your business. You also agree that information you provide is accurate to the best of your knowledge and that you have the right to share it with us.
You are responsible for your own compliance with laws applicable to your business, and for decisions you make based on our work. Our role is to inform decisions with evidence and experience; the decisions, and the authority to make them, remain with you. If a delay or defect in Client input affects the schedule, quality or cost of the Services, we will flag it in writing so the record is clear for both sides.
9. Deliverables and Acceptance
Each Statement of Work lists the deliverables we will produce, such as written analyses, plans, playbooks, models or workshop materials. We deliver drafts for review where the Statement of Work provides for them, and you may request revisions that fall within the agreed scope at no extra charge. A deliverable is accepted when you confirm acceptance in writing or when the review period stated in the Statement of Work ends without a written request for changes.
Our deliverables are prepared for the Client named in the Statement of Work and for the purpose stated there. We do not warrant that a deliverable will suit the needs of another party or another purpose, and we ask that you not redistribute deliverables outside your organization without telling us. If a deliverable must be adapted for a regulator, a lender or another recipient, we are glad to discuss that as a further piece of work.
10. Intellectual Property Rights
The Website and its content, including text, layout, graphics and code, are owned by Red Leaf Advisory Inc. or licensed to us, and are protected by Canadian and international law. Visitors may read, print and share pages of the Website for personal and internal business reference, and may link to pages freely. No other use, including reproduction of substantial parts of the Website for commercial purposes, is permitted without our written permission.
For engagements, ownership of final deliverables passes to the Client on full payment, and we retain ownership of the methods, frameworks, templates and know-how used to produce them, together with the right to reuse those tools on other engagements. We may reference our work for the Client in a factual manner, such as naming the Client in a list of engagements, unless the Statement of Work or the Client asks otherwise in writing. The Client retains all rights in the information and materials it provides to us.
11. Confidentiality
We treat the information of our Clients as confidential by default. During an engagement we will receive non-public information about your business, and we agree to keep it confidential, to use it only for the engagement, and to protect it with reasonable care. We disclose confidential information only to our advisors and service providers who need it for the engagement and who are bound by similar duties, and when the law compels disclosure, in which case we will tell you where the law allows.
In return, we ask you to treat as confidential the proposals, methods and materials we share with you during discussions before a Statement of Work is signed. Confidentiality duties in a signed engagement survive the end of the engagement for as long as the Statement of Work provides, and for at least three years where it is silent. These obligations are not a substitute for a separate non-disclosure agreement when a transaction demands one, and we are glad to sign one on request.
12. Third-Party Platforms and Materials
The Website may link to third-party websites, and engagements may involve third-party platforms such as cloud tools, data providers and contractors. Third-party websites and platforms operate under their own terms and privacy practices, and we do not control them. A link from our Website is a reference, not an endorsement of everything the target site publishes, and we are not responsible for the availability, accuracy or conduct of third-party services.
Where an engagement requires the Client to license a third-party platform, the license relationship is directly between the Client and that provider unless the Statement of Work says otherwise. We will help you choose and configure such platforms in good faith and with the diligence described in our Services, but the underlying obligations, including payment and data handling, belong to the party that holds the account.
13. Representations and Warranties
We each make a set of promises to the other. We represent that we have the corporate authority to provide the Services; that the Services will be performed with reasonable skill, care and diligence by qualified personnel; that deliverables will, to the best of our knowledge at the time of delivery, be accurate in material respects and free of knowingly false statements; and that we are not aware of any conflict of interest that the Statement of Work has not disclosed.
You represent that you have the authority to enter into the engagement; that information and materials you provide are accurate to the best of your knowledge and lawfully provided; that you own or have the right to use anything you ask us to incorporate into deliverables; and that your use of the deliverables will comply with the laws that apply to your business. If either of us learns that a representation made in good faith has become untrue, we agree to tell the other promptly.
14. Disclaimers
The Website and its content are provided as is and as available, without warranties of any kind beyond those the law does not allow us to exclude. We do not warrant that the Website will be uninterrupted, error free or free of harmful components, and we do not commit that every piece of information on the Website is complete or current at every moment. Information about our practice is general and is not advice about your situation.
For engagements, the express commitments in section 13 and in the applicable Statement of Work are the warranties we give, and all other conditions and warranties, whether implied by law, trade usage or course of dealing, are excluded to the fullest extent the law permits. Advice involves judgment about an uncertain future; we describe probabilities and tradeoffs honestly, but no advisor can guarantee a commercial outcome, and nothing in our work should be read as such a guarantee.
15. Limitation of Liability
To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue or lost opportunity, however caused, even if advised of the possibility of such damages. This limit applies to claims in contract, tort, statute or otherwise, and it applies equally to Visitors in relation to their use of the Website.
For engagements, the total liability of each party for all claims arising from or related to the Services is limited to the fees paid or payable by the Client under the applicable Statement of Work in the twelve months before the event giving rise to the claim. Nothing in these terms limits liability that cannot lawfully be limited, including liability for fraud, for death or personal injury caused by negligence, or for any other liability the law does not allow to be excluded. The limits in this section reflect the allocation of risk and the fees agreed between the parties.
16. Indemnification
You agree to defend and indemnify us, and to hold us harmless, against claims by third parties arising from information or materials you provided that infringe the rights of others or that were unlawful, from your use of deliverables in a manner we did not recommend and that violates law, and from the operation of your business to the extent the claim does not result from our breach of these terms or our negligence.
We agree to defend and indemnify you against claims by third parties that our deliverables, as delivered and used within the scope of the engagement, infringe their intellectual property rights, and against claims arising from our breach of confidentiality or our negligence. Each side agrees to give the other prompt written notice of any claim, reasonable cooperation in the defense, and control of the defense and settlement to the party providing the indemnity, provided that no settlement imposes an obligation on the other party without its consent.
17. Termination and Suspension
Either party may terminate an engagement for convenience on thirty days written notice, in which case the Client pays for Services performed and expenses incurred up to the termination date, and we deliver the work product completed to that date. Either party may terminate immediately if the other materially breaches these terms and does not cure the breach within fifteen days of written notice, or if the other becomes insolvent or subject to bankruptcy proceedings.
On termination, each party returns or destroys the confidential information of the other at the request of the other, except records the law requires us to keep. Sections that by their nature should survive termination, including confidentiality, intellectual property, disclaimers, liability, indemnification, governing law and dispute resolution, survive. We may suspend Services while a payment dispute of a material kind is unresolved, and we will give written notice before doing so except where the law forbids notice.
18. Governing Law and Jurisdiction
These terms and any engagement governed by them are governed by the laws of the province of Ontario and the federal laws of Canada applicable in Ontario, without regard to rules on conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to our Services.
Subject to the dispute resolution section below, the parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, for any proceeding arising from these terms, the Website or an engagement. If you are a Consumer residing in a jurisdiction whose law grants you the right to bring a claim in your local courts, nothing in this section deprives you of that right to the extent the law applies. We have chosen Ontario law openly because our practice is rooted in Toronto and because clarity about the rules serves everyone.
19. Dispute Resolution
Most problems are solved by a direct conversation, and we ask for that conversation first. If a dispute arises, the raising party will send a written description of the issue to the other party, and both parties will meet, in person or by video, within fifteen days to attempt resolution in good faith. Executives with authority to settle will attend that meeting, not only the people who work on the file.
If the dispute is not resolved within thirty days of the first notice, the parties will attempt to settle it by mediation before a single mediator jointly appointed in Toronto, with costs shared equally. Only after mediation fails, or if the other party refuses to mediate, may a party bring a proceeding in the forum described in the governing law section. Nothing in this section prevents either party from seeking urgent injunctive relief from a court where delay would cause harm that money cannot repair.
20. Changes to These Terms
We may update these terms from time to time. When we do, we will post the updated version on this page and change the last updated date at the top. Changes take effect when posted, except that changes will not apply retroactively to engagements already governed by a signed Statement of Work; those remain governed by the version of these terms in effect when the Statement of Work was signed, unless the parties sign an updated document.
For Visitors, continued use of the Website after updated terms take effect means you accept the update. If an update materially changes your rights and you do not accept it, please stop using the Website and tell us; for Clients, we will discuss the update during the engagement and record the outcome in writing. We keep previous versions of these terms on file so that the record of what applied and when is always available.
21. Contact Information
Questions about these Terms of Service, about the Website or about an engagement can be sent to us in any of the following ways. By mail: Red Leaf Advisory Inc., 1903-185 Roehampton Ave, Toronto - M4P 0C6, Canada (CA). By email: dispatch@redleaf.mom. By telephone: +15159041481 during business hours, which are Monday to Friday from 9:00 AM to 6:00 PM Eastern Time.
We answer inquiries within one business day wherever possible. Questions about the technical operation of the Website may be forwarded to the developer RedLeafs, who maintains the site on our behalf, but responsibility for these terms and for our Services rests with the Company. Thank you for reading these terms; a shared understanding at the start is the best protection either of us can have.