Terms &Conditions.

01Agreement and scope

These Terms & Conditions govern all services provided by Tactly (“Tactly”, “we”, “us”) to the client (“you”). By engaging our services or approving a written scope, you agree to these terms.

Each engagement is defined by a written agreement or scope document setting out the deliverables, milestones, fees, currency and timelines. If the written agreement conflicts with these terms, the written agreement prevails for that engagement.

02Services

Tactly provides brand management and consulting, AI training, AI and API integration, and advertising strategy and creative development, as described on our website and in each written scope.

We will perform the services with reasonable skill, care and diligence, in line with generally accepted professional standards.

03Initial consultation

Every project begins with an initial consultation at no cost. No work is billed until scope and milestones have been agreed in writing.

04Milestones and approval

Work is delivered in defined milestones set out in the written scope. On completing a milestone we will share it with you for review.

You may request reasonable revisions so the milestone meets the agreed outcome. Once the milestone meets the agreed scope, you will be asked to approve it. Approval will not be unreasonably withheld or delayed.

05Fees, invoicing and payment

Fees are stated in the written agreement in Canadian dollars (CAD) unless otherwise agreed in writing.

No deposit or upfront payment is required. An invoice is issued only after a milestone has been completed, revised as reasonably needed, and approved by you. You will never be invoiced for work that has not been delivered.

Payments are made online through a secure third-party payment processor in the applicable currency. Invoices are payable within the period stated on the invoice. Applicable taxes, including HST, are added where required by law.

06Refunds and incomplete projects

If a project cannot be completed for any reason, you will receive a pro rata refund for any milestone that has been paid for but not delivered.

Work carried out toward a milestone that was not reached is not charged.

Refunds are issued to the original payment method.

07Revisions

Reasonable revisions needed to achieve the agreed outcome of a milestone are included in the fee. Requests that change the agreed scope, deliverables or objectives will be treated as a change request and scoped and priced in writing before any work begins.

08Your responsibilities

You agree to provide accurate information, timely feedback, access to relevant accounts and systems, and materials reasonably required to deliver the services. Delays in providing these may extend timelines.

You confirm that any materials you supply do not infringe the rights of any third party and that you have authority to grant the access you provide.

09Intellectual property

On payment for an approved milestone, ownership of the final deliverables created specifically for you under that milestone transfers to you, excluding third-party materials, licensed assets and our pre-existing tools, methods and know-how.

We may retain working files and may reference the general nature of the work in our portfolio unless you ask us not to in writing.

10Confidentiality

Each party will keep the other's confidential information private and use it only for the purposes of the engagement. This obligation survives the end of the engagement but does not apply to information that is public, already known, independently developed, or required to be disclosed by law.

11AI tools and third-party platforms

Some services involve third-party AI models, APIs, software and advertising platforms. These are provided by their own operators under their own terms, and we are not responsible for their availability, pricing changes or outputs beyond our reasonable control.

AI-generated outputs can contain errors. Where we deliver AI integrations or training, we include guidance on review and appropriate use, and you remain responsible for how outputs are used in your business.

Usage fees charged by third-party AI or software providers are payable by you directly unless the written agreement states otherwise.

12Advertising spend and results

Advertising budgets paid to platforms are separate from our fees and are paid by you directly to the platform. We do not guarantee specific results, rankings, reach or revenue, as these depend on factors outside our control.

13Warranties and disclaimers

Except as expressly stated in these terms or the written agreement, the services are provided without any other warranties or conditions, express or implied, to the fullest extent permitted by law.

14Limitation of liability

To the fullest extent permitted by law, Tactly's total aggregate liability arising out of or in connection with any engagement, whether in contract, tort or otherwise, is limited to the total fees you paid to Tactly in the twelve (12) months before the event giving rise to the claim.

Neither party is liable for any indirect, incidental, special or consequential loss, including loss of profits, revenue, data or goodwill.

15Indemnity

You agree to indemnify Tactly against claims arising from materials you supply, your use of the deliverables in breach of law, or your breach of these terms.

16Termination

Either party may end an engagement by written notice. On termination, approved and delivered milestones remain payable, any paid but undelivered milestone is refunded pro rata, and work toward an unreached milestone is not charged.

17Privacy

We collect and use personal information only to respond to enquiries and deliver the services, and handle it in line with applicable Canadian privacy law. We do not sell personal information.

18Governing law

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. The parties submit to the courts of Ontario for any dispute.

19Changes to these terms

We may update these terms from time to time. The version in force when you approve a written scope applies to that engagement.

20Contact

Questions about these terms can be sent to info@tactly.ca or 289 541 6159. Office: 9-3035 Artesian Dr, Mississauga, ON L5M 7S6 (by appointment).