01
These terms
These Terms & Conditions apply to all services provided by SJSP Consulting (“SJSP”, “we”, “us”), located at 226 Mountainberry Rd, Brampton, Ontario L6R 1W3, Canada.
They apply to every enquiry, consult, proposal, and engagement unless a signed written agreement between us says otherwise. Where a signed agreement conflicts with these terms, the signed agreement prevails for that engagement.
By engaging SJSP, or by approving a proposal or Statement of Work, you accept these terms. We may update them from time to time; see clause 15.
02
Definitions
- Client — the individual or organisation engaging SJSP.
- Consult — the initial no-charge conversation held before any proposal is issued.
- Statement of Work (SOW) — the written document setting out scope, deliverables, milestones, fees, and timelines for an engagement.
- Milestone — a defined unit of work identified in the SOW, with its own deliverable, acceptance criteria, and fee.
- Deliverable — the output of a Milestone, as described in the SOW.
- Approval — the Client’s written confirmation that a Milestone meets its acceptance criteria.
- Client Materials — content, data, credentials, accounts, and assets the Client provides or gives us access to.
03
Engagement and scope
3.1 Every project starts with a consult
No work begins on a verbal understanding. Every engagement opens with a Consult, at no charge and with no obligation on either side. If we don’t think we’re the right fit, we’ll say so and the matter ends there.
3.2 Scope is agreed in writing first
Following the Consult, we issue a Statement of Work setting out deliverables, Milestones, acceptance criteria, timelines, and fees. Work commences only once the SOW is agreed in writing by both parties.
3.3 Changes to scope
Requirements that fall outside the agreed SOW are not refused — they are scoped as an additional Milestone, priced, and agreed in writing before that work begins. We will not perform out-of-scope work and invoice you for it afterwards.
3.4 Estimates and timelines
Timelines in an SOW are good-faith estimates based on the information available and on the Client meeting its obligations under clause 9. Delays caused by outstanding Client Materials, approvals, or third-party providers shift the schedule accordingly.
04
Milestones, approval, and invoicing
The core of how we bill: a Milestone is invoiced only after it has been completed, revised as reasonably needed, and approved by you. There is no upfront payment for undelivered work.
4.1 Work runs in Milestones
Each Milestone in the SOW has a defined Deliverable, acceptance criteria, and fee. Milestones are completed and approved in sequence unless the SOW states otherwise.
4.2 Submission and review
When a Milestone is complete we submit the Deliverable for review. The Client has ten (10) business days from submission to either approve it or provide written notice of where it does not meet the agreed acceptance criteria.
4.3 Deemed approval
If the Client does not respond within the review period, and does not request an extension, the Milestone is deemed approved and may be invoiced. This exists to prevent completed work from stalling indefinitely, not to catch anyone out — we will follow up before relying on it.
4.4 Invoicing follows approval
An invoice is issued only after Approval or deemed Approval. Never before.
4.5 Work that doesn’t reach a Milestone isn’t charged
If work was performed but the Milestone was not reached, that work is not invoiced. The risk of reaching the agreed outcome sits with SJSP.
05
Revisions
Reasonable revisions are included in the Milestone fee. Revisions required to bring a Deliverable in line with the agreed acceptance criteria are part of the work, not a separate charge and never an upsell.
“Reasonable” means revisions directed at the agreed outcome. It does not include:
- Changes to requirements that were agreed and then reversed after the work was built to them.
- New functionality, assets, or scope not described in the SOW.
- Repeated rounds of subjective preference changes with no reference to the acceptance criteria.
Where a request falls outside reasonable revisions, we will tell you before doing the work, explain why, and quote it as a new Milestone for your agreement. You are never charged for something you didn’t agree to.
06
Fees, currency, and taxes
All fees are quoted and payable in Canadian Dollars (CAD) unless the SOW expressly states another currency.
Fees are set out in the SOW. Applicable taxes, including HST where required, are additional and will be shown on the invoice.
Third-party costs — software licences, API usage, model or platform consumption charges, domains, hosting, stock assets, and similar — are not included in Milestone fees unless the SOW says so. Where SJSP incurs them on your behalf, they are passed through at cost with your prior agreement, and we will tell you before committing you to any recurring charge.
Invoices are due within fourteen (14) days of issue. Amounts unpaid after the due date may accrue interest at 1.5% per month (18% per annum) on the outstanding balance, and we may suspend work on further Milestones until the account is settled.
07
Payment
Payments are processed by Stripe and PayPal. Each is an independent third-party processor with its own terms and privacy policy, and your use of them is governed by those terms.
SJSP does not store or have access to your full card details. Payment card information is handled entirely by the processor.
Processing fees charged by Stripe or PayPal are borne by SJSP and are not passed on to the Client, unless the SOW states otherwise for a specific payment method.
08
Refunds and cancellation
Pro rata refund: if a project cannot be completed, the Client receives a pro rata refund for any paid-but-undelivered Milestone.
8.1 Undelivered Milestones
Because Milestones are invoiced only after Approval, a paid-but-undelivered Milestone should not ordinarily arise. If it does — for example under a prepaid or retainer arrangement expressly agreed in an SOW — and the work is not delivered, the amount paid for the undelivered portion is refunded on a pro rata basis, calculated by reference to the Deliverables actually completed and approved.
8.2 Cancellation by the Client
You may cancel an engagement at any time on written notice. Milestones already completed and approved before the notice remain payable. Milestones not yet completed are not charged, and any amount already paid against them is refunded pro rata.
8.3 Cancellation by SJSP
If we determine we cannot deliver an engagement to the agreed standard, we will say so, stop work, and refund any amount paid for undelivered Milestones pro rata. We will hand over completed and approved Deliverables and any work in progress you have paid for.
8.4 Approved Milestones
Milestones that have been delivered and approved are not refundable. Approval is the point at which the work is accepted as meeting the agreed criteria.
8.5 How refunds are made
Refunds are issued to the original payment method within ten (10) business days of the refund amount being agreed.
09
Your responsibilities
Our model depends on you being able to review and approve work. In turn, we need you to:
- Provide Client Materials, access, credentials, and information reasonably needed to perform the work, within agreed timeframes.
- Nominate a single point of contact with authority to review and approve Milestones.
- Review Deliverables and respond within the period in clause 4.2.
- Confirm you own or are licensed to use any Client Materials you supply, and that our use of them will not infringe anyone’s rights.
- Maintain your own backups of live systems before we make changes to them, and tell us of any system you consider business-critical.
Where a delay or failure is caused by outstanding Client obligations, timelines shift and SJSP is not responsible for the resulting impact.
10
Intellectual property
10.1 Client Materials
You retain all rights in Client Materials. You grant SJSP a licence to use them solely to perform the engagement.
10.2 Deliverables
On full payment of the relevant Milestone, ownership of the Deliverables for that Milestone transfers to the Client — including custom code, integrations, logo files, and written content produced specifically for you. Until payment, SJSP retains all rights.
10.3 Pre-existing and general knowledge
SJSP retains ownership of tools, libraries, frameworks, methods, and know-how existing before the engagement or developed generally in the course of business. Where these are embedded in a Deliverable, you receive a perpetual, non-exclusive, royalty-free licence to use them as part of that Deliverable.
10.4 Third-party components
Deliverables may incorporate third-party components (open-source libraries, fonts, platforms, stock assets) which remain subject to their own licences. We will identify any that carry ongoing obligations or fees.
10.5 Portfolio
Unless you tell us otherwise in writing, SJSP may reference the engagement and display non-confidential Deliverables as work samples. Confidential information is never used in this way. A written request to be excluded will be honoured.
11
Third-party services and AI
Much of what we build depends on services we don’t control — platform APIs, hosting providers, supplier systems, and AI model providers. You should read this clause properly.
11.1 Availability and change
Third-party services may change, deprecate, price-change, rate-limit, or discontinue their offerings without notice. SJSP is not liable for the acts, omissions, outages, or changes of any third-party provider. Where such a change breaks a Deliverable after Approval, remediation is scoped and quoted as new work.
11.2 AI outputs
AI systems are probabilistic. They can produce output that is inaccurate, incomplete, biased, or unsuitable, and the same input can produce different output on different occasions. SJSP does not warrant the accuracy, fitness, or consistency of output generated by any AI system, whether third-party or configured by us.
The Client remains responsible for reviewing AI-generated output before relying on it, and for any decision made on the basis of it. Where an AI system is deployed in a workflow with legal, financial, medical, safety, or similar consequence, human review is required and the Client is responsible for ensuring it happens.
11.3 AI, data, and compliance
Data sent to AI providers is subject to those providers’ terms, including their data-handling and training policies. We will tell you which providers an engagement uses and what we understand their policies to be, but we do not control them. The Client is responsible for ensuring that submitting its data to a given provider is lawful and permitted under its own obligations, contracts, and applicable privacy law.
11.4 Accounts and spend
Where an engagement requires third-party accounts, these are held in the Client’s name wherever possible. Consumption-based charges (API calls, model tokens, compute) are the Client’s responsibility and can vary with usage. We will configure sensible limits where the provider supports them, but SJSP is not liable for third-party consumption charges.
12
Confidentiality and data
Each party will keep the other’s confidential information confidential, use it only for the engagement, and protect it with reasonable care. This does not apply to information that is public, already lawfully known, independently developed, or required to be disclosed by law.
Where SJSP handles personal information on your behalf, we do so only as needed for the engagement and in accordance with applicable Canadian privacy law, including PIPEDA. The Client remains the party accountable for the personal information it controls, including having a lawful basis to collect it and to have us process it.
Credentials and access provided to SJSP are used only for the agreed work. On completion or termination, we will, on request, return or securely delete Client Materials and revoke our own access, subject to any records we are required to retain by law.
SJSP will notify the Client without undue delay on becoming aware of a security incident affecting Client data in our custody.
13
Warranties and liability
13.1 What we warrant
SJSP warrants that services will be performed with reasonable skill and care, by suitably capable people, and that Deliverables will materially conform to the acceptance criteria in the SOW at the time of Approval.
13.2 What we don’t
Except as expressly stated, all other warranties, conditions, and representations — express or implied, statutory or otherwise, including implied warranties of merchantability and fitness for a particular purpose — are excluded to the fullest extent permitted by law. We do not warrant that software will be error-free or uninterrupted, or that any particular business result, revenue, saving, or efficiency will be achieved.
13.3 Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profit, revenue, business, goodwill, or data, however arising.
To the fullest extent permitted by law, SJSP’s total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by the Client to SJSP under that engagement in the twelve (12) months preceding the event giving rise to the claim.
13.4 What isn’t limited
Nothing in these terms excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any liability that cannot be excluded or limited under applicable law.
13.5 Indemnity
The Client indemnifies SJSP against claims arising from Client Materials, from the Client’s use of Deliverables in a manner not contemplated by the SOW, and from the Client’s breach of clause 9 or clause 11.
14
Term and termination
An engagement runs from agreement of the SOW until all Milestones are delivered and approved, or until terminated under this clause.
Either party may terminate on written notice if the other materially breaches these terms or the SOW and does not remedy the breach within fifteen (15) days of written notice of it. SJSP may also terminate on written notice where an invoice remains unpaid more than thirty (30) days past its due date.
On termination: approved Milestones remain payable; unapproved Milestones are not charged; amounts paid for undelivered Milestones are refunded pro rata under clause 8; and each party returns or deletes the other’s confidential information on request.
Clauses 10, 12, 13, and 15 survive termination.
15
General
15.1 Governing law
These terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it. The parties submit to the exclusive jurisdiction of the courts of Ontario.
15.2 Disputes
Before commencing proceedings, the parties will attempt in good faith to resolve any dispute by direct discussion between senior representatives for at least thirty (30) days.
15.3 Independent contractor
SJSP is an independent contractor. Nothing in these terms creates a partnership, joint venture, agency, or employment relationship.
15.4 Subcontracting
SJSP may engage subcontractors to perform parts of an engagement, and remains responsible for their work and bound by clause 12 in respect of it.
15.5 Force majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including third-party platform failures, provided it notifies the other promptly and takes reasonable steps to mitigate.
15.6 Changes to these terms
We may update these terms. The version in force at the date an SOW is agreed governs that engagement. Material changes affecting an active engagement will not apply to it without your written agreement. The current version and its effective date are always published on this page.
15.7 Severability and entire agreement
If any provision is found unenforceable, the remainder continues in force. These terms, together with the applicable SOW, form the entire agreement between the parties on their subject matter and supersede prior discussions.
15.8 Assignment and waiver
Neither party may assign an engagement without the other’s written consent, not to be unreasonably withheld. A failure to enforce a provision is not a waiver of it.
16
Contact
Questions about these terms, or about an engagement, go to a person — not a ticket queue.
SJSP Consulting
226 Mountainberry Rd, Brampton, Ontario L6R 1W3, Canada
Email: sjspconsulting@gmail.com
Phone: 647 330 2541
