1. Scope of Services & Autonomy One Avior Strategy (“the Firm”) is an independent consultancy providing strategic advisory, fractional leadership, and corporate governance services. All engagements are governed by the specific Statement of Work (SOW) provided to the client. The Firm maintains absolute “Professional Autonomy” in the delivery of its advice and “Work Product(s).”
2. Intellectual Property (IP) Protection
Ownership: The Firm retains sole and exclusive ownership of all proprietary manuals, procedures, “Instructor Master Packages,” and research materials developed during or prior to the engagement.
Limited License: Clients are granted a non-exclusive, non-transferable license to use the “Work Product” solely for the defined business purpose for the duration of the engagement.
Removal of IP: Upon termination, all Firm-owned IP, branding, and technical systems must be removed from client operations within thirty (30) days.
3. Financial Terms & Security
Payment: All invoices are due within fourteen (14) days of issuance. Late payments are subject to interest at the maximum rate permitted by law.
Rate Adjustments: Fees are protected against unforeseen economic factors, including changes in mandatory regulatory costs or inflation (CPI), and may be adjusted annually.
Non-Set-Off: Clients are prohibited from setting off or counterclaiming against any invoice, ensuring uninterrupted service delivery.
4. Liability & Risk Mitigation
Exclusion of Damages: The Firm is not liable for indirect or consequential damages, including loss of revenue, profit, or goodwill.
Liability Cap: Maximum liability for physical damage is strictly capped at the Firm’s hull deductible or the total fees paid for the specific engagement, whichever is lower.
Indemnification: The Client agrees to fully indemnify the Firm against third-party claims arising from the engagement, except in cases of the Firm’s proven gross negligence.
5. Governance & Compliance
Jurisdiction: These terms are governed by the laws of Alberta, Canada, and the federal laws of Canada (CBCA).
Dispute Resolution: Any disputes shall be resolved through binding arbitration in a mutually agreed neutral seat (e.g., Calgary) under uncitral rules to ensure international legal predictability.