TERMS OF SERVICE –

SOCIAL IMPACT CONSULTANCY

Effective Date: September 3, 2025

Last Updated: September 3, 202

1. Introduction and Acceptance

Welcome to Social Impact Consultancy Inc. ("SIC," "we," "our," or "us"). These Terms of Service ("Terms") govern your use of our nonprofit consulting services and constitute a legally binding agreement between you and SIC.

By engaging SIC for consulting or related services, submitting a project inquiry, signing an engagement letter, or otherwise accessing our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree to these Terms, you should not use our services. These Terms apply to all clients, whether organizations, individuals, or other entities engaging our services.

Acceptance Methods:

·       Electronic signature on engagement letters or contracts

·       Written acceptance of proposals or statements of work

·       Commencement of services following project approval

·       Payment of invoices or retainers

2. Definitions

For the purposes of these Terms, the following definitions apply:

"AI Tools" means artificial intelligence software, platforms, and services used by SIC to enhance service delivery, including but not limited to OpenAI's ChatGPT, Google AI services, and Microsoft AI platforms.

"Client" means the nonprofit organization, charity, social enterprise, or other entity engaging SIC's services.

"Confidential Information" means all non-public information disclosed by either party, including but not limited to business plans, financial data, strategic documents, donor information, and proprietary methodologies.

"Deliverables" means the specific work products, reports, strategies, plans, or other materials to be provided by SIC as outlined in the engagement agreement.

"Engagement Agreement" means the written proposal, contract, statement of work, or similar document that specifies the scope, timeline, and compensation for specific services.

"Professional Standards" means the generally accepted ethical guidelines and best practices applicable to nonprofit consulting, fundraising, and related professional services in Canada.

"Reasonable Efforts" means commercially prudent efforts that do not require SIC to incur unreasonable expense, take extraordinary measures, or disrupt normal business operations, while acting in good faith with an appropriate level of professional effort under the circumstances.

"Services" means all consulting, advisory, and related professional services provided by SIC as described in these Terms and specific engagement agreements.

"Work Product" means all materials, documents, strategies, and intellectual property created by SIC in the course of providing Services.

3. Performance Standards and Limitations

3.1 Performance Standard

All services are provided using reasonable professional efforts appropriate to the scope and nature of each engagement. SIC agrees to use reasonable efforts to perform its obligations under this Agreement, acting in good faith with commercially reasonable professional standards.

3.2 Outcome Limitations

SIC does not guarantee specific outcomes, funding success, performance improvements, or results. Services are provided "as is" subject to the limitations and disclaimers contained in these Terms.

3.3 Dependency Factors

SIC's performance may be subject to factors beyond SIC's reasonable control, including but not limited to:

·       Client cooperation, responsiveness, and resource availability

·       Third-party actions, decisions, and market conditions

·       Economic factors, regulatory changes, and sector trends

·       Technology limitations and external system dependencies

·       Force majeure events and unforeseen circumstances

3.4 Professional Judgment

SIC reserves the right to exercise reasonable professional judgment in the delivery of services, selection of methodologies, and adaptation of approaches based on client needs and circumstances.

3.5 Commercially Reasonable Standard

All obligations under these Terms are subject to commercial reasonableness and will be performed under normal business circumstances unless extraordinary measures are specifically agreed upon in writing.

4. Scope of Services

SIC endeavors to provide nonprofit consulting services designed to strengthen organizational capacity and advance social impact. Our services include but are not limited to:

4.1 Core Service Areas

·       Fractional Fundraising Services: Ongoing development support, donor stewardship, campaign management

·       Fund Development Planning: Strategic fundraising plans, revenue diversification strategies, donor prospect research

·       Revenue Diversification: Social enterprise planning, earned revenue strategies, partnership development

·       Organizational Development: Strategic planning, board development, program evaluation

·       Capacity Building: Staff training, systems implementation, process improvement

·       Grant Writing and Management: Proposal development, funder research, compliance support

4.2 AI-Enhanced Services

·       AI-Assisted Content Creation: Grant narratives, donor communications, marketing materials

·       Strategic Analysis: Data-driven insights using AI tools for pattern recognition and trend analysis

·       Efficiency Optimization: Automated processes for routine tasks, enhanced productivity solutions

4.3 Service Delivery

·       Specific services, deliverables, timelines, and fees will be outlined in a written Engagement Agreement for each project

·       Services may be delivered through various modalities including in-person meetings, virtual consultations, workshops, and written deliverables as reasonably appropriate

·       All Services are subject to SIC's availability and capacity constraints

4.4 Service Limitations

SIC does not provide:

·       Legal, accounting, or tax advice (we recommend appropriate professional referrals)

·       Direct fundraising solicitation or donor contact on behalf of clients

·       Investment advice or financial planning services

·       Services requiring professional licenses that SIC does not possess

·       Guarantees of funding success or specific fundraising outcomes

5. Client Obligations and Responsibilities

To support successful project outcomes, clients agree to use reasonable efforts to:

5.1 Information and Access

·       Provide accurate, complete, and timely information reasonably necessary for service delivery

·       Grant reasonable access to staff, board members, and organizational documents as needed

·       Respond promptly to requests for clarification, feedback, or approvals under normal circumstances

·       Designate a primary point of contact for project coordination

5.2 Resource Provision

·       Make available necessary organizational data, financial information, and strategic documents as reasonably required

·       Provide workspace, technology access, or meeting facilities as agreed upon

·       Ensure reasonable staff availability for interviews, training sessions, or collaborative work

·       Supply relevant historical data, reports, and performance metrics where available

5.3 Feedback and Approval

·       Review deliverables within reasonable timeframes (typically 5-10 business days depending on complexity)

·       Provide constructive feedback and specific revision requests where needed

·       Approve final deliverables in writing before implementation

·       Communicate concerns or issues promptly to allow for reasonable resolution

5.4 Implementation Support

·       Assign reasonable internal resources for implementing recommendations

·       Use reasonable efforts to follow through on agreed-upon action items and responsibilities

·       Provide updates on implementation progress as reasonably requested

·       Maintain confidentiality of proprietary methodologies and frameworks

5.5 Payment Obligations

·       Pay all fees according to the agreed payment schedule

·       Reimburse approved expenses in accordance with the engagement agreement

·       Notify SIC promptly of any billing disputes or payment issues

·       Maintain current contact and billing information

Failure to reasonably fulfill these obligations may result in project delays, additional costs, or termination of services at SIC's discretion.

6. Use of Artificial Intelligence (AI)

SIC may leverage AI tools to enhance the quality, efficiency, and effectiveness of our consulting services, subject to reasonable privacy and security protocols.

6.1 AI Service Providers

We currently utilize trusted third-party AI providers, including:

·       OpenAI (ChatGPT, GPT-4) for content generation and analysis

·       Google AI Services for data processing and insights

·       Microsoft AI (Azure AI) for business intelligence and automation

·       Other reputable AI platforms as they become available and meet reasonable security standards

6.2 Permitted AI Uses

·       Content Development: Drafting grant proposals, donor communications, strategic documents

·       Data Analysis: Processing organizational data for insights and recommendations

·       Research Support: Market analysis, best practice identification, trend analysis

·       Efficiency Enhancement: Automating routine tasks, optimizing workflows

6.3 AI Processing Safeguards

SIC implements commercially reasonable security measures for AI processing, including:

·       Privacy Protection: Client data input into AI systems is anonymized where reasonably possible

·       No Training Data: Your information is not used to train AI models or shared with other users, subject to AI provider terms

·       Human Oversight: All AI-generated content undergoes reasonable professional review and editing

·       Security Measures: Commercially standard encryption and secure connections for AI interactions

6.4 Client Restrictions

Clients must not request or provide for AI processing:

·       Individual donor personally identifiable information (names, addresses, contact details)

·       Personal donor giving history or capacity ratings

·       Financial account numbers, payment card information, or banking details

·       Social insurance numbers, government ID numbers, or personal identification

·       Personal health information or sensitive personal data

·       Confidential information belonging to third parties without authorization

6.5 AI Output Disclaimers

·       Draft Status: All AI-generated content is considered draft material requiring human review and client approval

·       No Accuracy Guarantee: SIC makes no guarantees regarding the accuracy, completeness, or suitability of AI outputs

·       Bias Mitigation: SIC implements commercially reasonable safeguards against AI-generated bias while acknowledging that AI technology limitations may exist

·       Client Review: Clients are responsible for reviewing and approving all AI-assisted deliverables

6.6 Evolving Technology

As AI technology evolves, SIC reserves the right to reasonably adapt AI tools and modify AI usage policies, always maintaining reasonable commitment to privacy, security, and service quality.

7. Engagement Process and Project Management

7.1 Project Initiation

·       Discovery Phase: Initial consultation to understand client needs and objectives

·       Proposal Development: Written proposal outlining scope, timeline, and investment

·       Agreement Execution: Signed engagement agreement and any required retainer payment

·       Project Kickoff: Formal commencement meeting and project plan confirmation

7.2 Project Management Framework

·       Regular Communication: Scheduled check-ins, progress reports, and milestone reviews as reasonable appropriate

·       Change Management: Reasonable process for scope modifications or timeline adjustments

·       Quality Assurance: Reasonable internal review processes to support deliverable quality

·       Documentation: Appropriate project records and communication logs

7.3 Timeline and Milestones

·       Project timelines are established in engagement agreements and may be reasonably adjusted by mutual consent

·       Milestone-Based Delivery: Major deliverables tied to specific project phases where appropriate

·       Client Dependencies: Timeline adjustments may be necessary based on client responsiveness and cooperation

·       External Factors: Timelines may be reasonably impacted by factors beyond SIC's control

7.4 Scope Changes

·       Change Requests: Should be submitted in writing and approved before implementation where reasonably practicable

·       Additional Costs: Scope expansions may result in additional fees calculated at standard rates

·       Timeline Impact: Scope changes may reasonably affect project completion dates

·       Documentation: Approved changes will be documented in writing where practicable

8. Payment Terms and Billing

8.1 Fee Structure

Fees are outlined in individual engagement agreements and may be structured as:

·       Fixed Project Fees: Predetermined amounts for specific deliverables

·       Hourly Rates: Time-based billing for consulting services

·       Retainer Agreements: Monthly or quarterly fees for ongoing services

·       Hybrid Models: Combination of fixed fees and hourly rates as appropriate

8.2 Payment Schedule

·       Standard Terms: Invoices are due net 30 days from the invoice date unless otherwise specified

·       Retainer Requirements: May require partial payment or retainer before project commencement

·       Milestone Payments: Large projects may involve payments tied to specific deliverables

·       Monthly Billing: Ongoing services typically billed monthly in arrears

8.3 Approved Expenses

Clients are responsible for reimbursing reasonably approved project-related expenses, including:

·       Travel costs (flights, accommodations, meals) when pre-approved

·       Research materials, subscriptions, or specialized software reasonably required for the project

·       Printing, materials, or supplies for workshops or training sessions

·       Third-party services or subcontractor fees as reasonably agreed upon

8.4 Late Payment Policy

·       Interest Charges: Late payments may be subject to interest at a rate of 1.5% per month (18% annually)

·       Collection Costs: Client may be responsible for reasonable collection costs and legal fees

·       Service Suspension: SIC reserves the right to suspend services for overdue accounts after reasonable notice

·       Credit Terms: Future projects may require payment in advance for clients with payment history issues

8.5 Dispute Resolution

·       Billing Disputes: Should be reported within 30 days of invoice date where reasonably possible

·       Good Faith Resolution: Parties will work reasonably and collaboratively to resolve billing disagreements

·       Continued Services: Undisputed portions of invoices remain due during dispute resolution

·       Documentation: Billing disputes should be documented in writing where practicable

8.6 Refund Policy

·       Completed Work: No refunds for satisfactorily completed deliverables

·       Termination: Refunds may be available for unused retainer funds per termination clause

·       Scope Reductions: Credits may be applied for reduced project scope by mutual agreement

·       Force Majeure: Refund terms may be reasonably modified in cases of extraordinary circumstances

9. Intellectual Property

9.1 Client-Provided Materials

You retain ownership of all documents, data, materials, and intellectual property you provide to SIC ("Client Materials"). By engaging our services, you grant SIC a limited, non-exclusive license to use Client Materials solely for the purpose of delivering the agreed-upon services.

9.2 Work Product Ownership

Consulting Deliverables: Upon full payment of all fees, SIC grants you a perpetual, non-exclusive license to use consulting deliverables (strategies, plans, reports, recommendations) for your internal nonprofit purposes. This includes:

·       Strategic plans and fundraising strategies

·       Grant proposals and funding applications

·       Donor communication templates and materials

·       Training materials and implementation guides

·       Research reports and analysis

9.3 SIC Proprietary Assets

SIC retains ownership of proprietary methodologies, frameworks, tools, and intellectual property, including:

·       The IMPACT Model™ and related frameworks

·       Proprietary assessment tools and diagnostic instruments

·       AI prompts, templates, and automation workflows

·       Business processes and methodological approaches

·       Software, databases, and technical solutions developed by SIC

9.4 Third-Party Materials

·       Licensed Content: Some deliverables may incorporate third-party materials subject to separate licensing terms

·       Attribution Requirements: Reasonable attribution should be maintained for third-party content where required

·       Usage Restrictions: Third-party materials may have specific usage limitations that clients should observe

·       Compliance: Clients are responsible for ensuring reasonable compliance with third-party licensing terms

9.5 Derivative Works

·       Modifications: Clients may reasonably adapt SIC deliverables for their specific organizational needs

·       Attribution: Significant adaptations should reasonably acknowledge SIC's original contribution where appropriate

·       Commercial Use: Commercial use or redistribution of SIC materials requires prior written consent

·       Improvements: Any improvements to SIC methodologies developed collaboratively may be jointly owned

9.6 Confidential Information

·       Trade Secrets: SIC's proprietary methodologies and trade secrets remain confidential

·       Non-Disclosure: Clients agree to use reasonable efforts not to disclose SIC's proprietary processes to third parties

·       Reverse Engineering: Clients may not attempt to reverse engineer SIC's proprietary tools or systems

·       Competitive Use: Clients may not use SIC's intellectual property to compete directly with SIC's services

10. Confidentiality and Non-Disclosure

10.1 Mutual Confidentiality

Both parties acknowledge they may have access to confidential and proprietary information and agree to maintain reasonable confidentiality measures.

10.2 Definition of Confidential Information

Confidential Information includes but is not limited to:

·       Business Information: Strategic plans, financial data, operational procedures, business models

·       Donor Information: Donor lists, giving history, prospect research, stewardship strategies

·       Personnel Information: Staff records, compensation data, performance evaluations

·       Technical Information: Proprietary software, databases, systems, and methodologies

·       Legal Information: Contracts, legal strategies, compliance matters, regulatory communications

10.3 Obligations

Each party agrees to use reasonable efforts to:

·       Maintain Confidentiality: Protect confidential information with reasonable care consistent with protection of their own confidential information

·       Limited Use: Use confidential information solely for the purpose of the consulting engagement

·       Access Control: Reasonably limit access to confidential information to employees and contractors with a legitimate need to know

·       Written Consent: Obtain prior written consent before disclosing confidential information to third parties where reasonably practicable

10.4 Exceptions

Confidentiality obligations do not apply to information that:

·       Is publicly available or becomes publicly available through no breach of this agreement

·       Was rightfully known prior to disclosure

·       Is rightfully received from a third party without breach of confidentiality

·       Is required to be disclosed by law, regulation, or court order (with reasonable prior notice when possible)

10.5 Contractors and Third Parties

·       Extended Obligations: All contractors, subcontractors, and third parties engaged by SIC are bound by reasonable confidentiality obligations

·       Client Approval: SIC will obtain client approval before sharing confidential information with contractors when reasonably required

·       Limited Disclosure: Only reasonably necessary information will be shared with third parties

·       Breach Notification: Any suspected breach of confidentiality will be reported promptly when reasonably possible

10.6 Return of Information

Upon termination or completion of services, and where reasonably practicable:

·       Return or Destruction: Confidential information and copies will be returned or securely destroyed

·       Certification: Written certification of return/destruction may be provided upon reasonable request

·       Retained Records: SIC may retain copies as reasonably required for legal compliance or business record purposes

·       Ongoing Obligations: Confidentiality obligations survive termination of the engagement

10.7 Remedies

Breach of confidentiality may result in:

·       Immediate Termination: Right to terminate engagement immediately

·       Monetary Damages: Recovery of actual damages reasonably attributable to breach

·       Injunctive Relief: Right to seek reasonable injunctive relief to prevent further disclosure

·       Attorney Fees: Recovery of reasonable attorney fees and costs

11. Professional Standards and Ethics

11.1 Professional Conduct

SIC is committed to maintaining reasonable standards of professional conduct and ethical behavior in all client engagements.

11.2 Industry Standards Compliance

SIC endeavors to adhere to generally accepted professional standards for nonprofit consulting and fundraising services applicable in Canada, which may include guidelines from:

·       Association of Fundraising Professionals (AFP)

·       Canadian Association of Gift Planners (CAGP)

·       International Association of Consultants to Nonprofits (IACN)

·       Imagine Canada Standards Program

11.3 Ethical Guidelines

Professional Integrity:

·       Provide honest, accurate, and reasonably unbiased professional advice

·       Use reasonable efforts to avoid conflicts of interest and disclose potential conflicts promptly

·       Maintain reasonable professional competence through continuing education and training

·       Respect client autonomy and decision-making authority

Nonprofit Sector Ethics:

·       No Commission-Based Fundraising: SIC does not accept compensation based on funds raised, in accordance with generally accepted professional ethics standards

·       Donor Privacy: Reasonable protection of donor information and respect for donor privacy rights

·       Mission Alignment: Endeavor to ensure recommendations reasonably align with client's charitable mission and values

·       Regulatory Compliance: Maintain reasonable awareness of and compliance with applicable nonprofit regulations

11.4 Conflict of Interest Policy

·       Disclosure: Actual or potential conflicts of interest will be disclosed promptly where reasonably possible

·       Simultaneous Engagements: SIC may serve multiple nonprofit clients simultaneously unless specifically restricted

·       Competitive Conflicts: SIC will use reasonable efforts not to engage in activities that directly compete with client interests during active engagements

·       Board Service: SIC principals may not serve on client boards during active consulting engagements without prior written agreement

11.5 Quality Assurance

·       Professional Review: SIC employs reasonable quality control procedures appropriate to the scope and nature of each engagement

·       Continuing Education: SIC endeavors to maintain reasonable professional development and sector expertise

·       Best Practices: Recommendations are based on generally accepted nonprofit sector practices and available research

·       Client Feedback: Regular solicitation and reasonable incorporation of client feedback for service improvement

11.6 Professional Conduct Concerns

·       Reporting Obligations: SIC may be obligated to report suspected illegal activities or regulatory violations as required by law

·       Good Faith Reporting: Clients are encouraged to report any reasonable concerns about SIC's professional conduct

·       No Retaliation: SIC does not retaliate against clients who raise good faith concerns

·       Investigation: Professional conduct concerns will be reasonably investigated promptly

12. Data Protection and Privacy

12.1 Privacy Policy Integration

These Terms incorporate by reference SIC's Privacy Policy, which provides detailed information about our data collection, use, and protection practices. Clients are encouraged to review the Privacy Policy, available at [socialimpactconsultancy.com/privacy].

12.2 Data Minimization

SIC collects and processes only the personal information reasonably necessary to deliver consulting services effectively.

12.3 Security Measures

SIC implements commercially reasonable security measures to protect client information, including:

·       Encryption: Data transmission and storage using industry-standard encryption where reasonably practicable

·       Access Controls: Reasonable authentication and role-based access to client information

·       Secure Infrastructure: Use of reputable cloud service providers with reasonable security certifications

·       Regular Assessment: Periodic security assessments and reasonable vulnerability management

12.4 Cross-Border Data Transfers

Some services may involve data processing outside of Canada. By engaging SIC's services, clients consent to such transfers under commercially reasonable safeguards and contractual protections.

12.5 Data Retention

·       Business Records: Client information retained for periods reasonably required for business record purposes

·       Project Materials: Maintained for reasonable periods after project completion unless otherwise agreed

·       AI Processing Data: Deleted within reasonable timeframes after project completion

·       Secure Disposal: Data disposal follows commercially reasonable deletion protocols

12.6 Client Rights

Clients have the right to:

·       Request access to personal information held by SIC

·       Request correction of reasonably inaccurate information

·       Request deletion of information (subject to reasonable legal and business requirements)

·       Withdraw consent for non-essential processing where reasonably practicable

·       File complaints with privacy regulators

12.7 Breach Notification

In the event of a data breach that poses a reasonable risk of significant harm:

·       Reasonable Investigation: Prompt assessment and reasonable containment of the breach

·       Client Notification: Reasonable notification to affected clients without unreasonable delay

·       Regulatory Reporting: Notification to privacy commissioners as required by law

·       Remediation: Implementation of reasonable measures to prevent future breaches

13. Warranties and Disclaimers

13.1 Service Warranties

SIC warrants that it will use reasonable efforts to ensure:

·       Professional Standards: Services will be performed using generally accepted professional standards for nonprofit consulting

·       Qualified Personnel: Services will be delivered by reasonably qualified and experienced professionals

·       Good Faith Efforts: SIC will make good faith efforts to achieve project objectives within reasonably agreed-upon parameters

·       Legal Compliance: Services will reasonably comply with applicable laws and generally accepted professional ethical standards

13.2 Client Warranties

Client warrants that, to the best of its knowledge:

·       Authority: Has reasonable authority to enter into this agreement and engage SIC's services

·       Accurate Information: Information provided to SIC is reasonably accurate, complete, and current

·       Legal Compliance: Organization operates in reasonable compliance with applicable nonprofit and charitable laws

·       Payment Capacity: Has reasonable financial capacity to pay for agreed-upon services

13.3 Mutual Warranties

Both parties warrant:

·       No Material Conflicts: Entry into this agreement does not materially violate any other contractual obligations known to them

·       Legal Status: Reasonable legal capacity and authority to enter into this agreement

·       No Material Litigation: No pending litigation reasonably expected to materially affect ability to perform under this agreement

13.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

·       Results: No guarantee of specific fundraising outcomes, funding success, or performance improvements

·       Third-Party Actions: No control over or warranty regarding donor decisions, funder responses, or regulatory actions

·       Market Conditions: No warranty regarding market conditions, economic factors, or sector trends that are beyond SIC's reasonable control

·       Technology: No warranty regarding AI tool performance, availability, or results beyond commercially reasonable efforts

·       Implied Warranties: All implied warranties of merchantability, fitness for a particular purpose, and non-infringement are hereby disclaimed to the fullest extent permitted by law

13.5 AI-Specific Disclaimers

Regarding AI-assisted services:

·       No Accuracy Guarantee: No guarantee of accuracy, completeness, or suitability of AI-generated content

·       Bias Limitations: While reasonable safeguards are employed, AI systems may contain inherent biases

·       Evolving Technology: AI capabilities and limitations change frequently and may be beyond SIC's control

·       Human Review Required: All AI outputs require human review and client approval

13.6 External Factors

SIC disclaims responsibility for factors beyond its reasonable control, including:

·       Economic Conditions: Market downturns, economic recessions, or sector-wide challenges

·       Regulatory Changes: New laws, regulations, or compliance requirements

·       Natural Events: Force majeure events affecting project delivery

·       Third-Party Performance: Actions or inactions of vendors, partners, or other third parties

14. Limitation of Liability

14.1 Overall Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, SIC'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SIC IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.2 Excluded Damages

SIC SHALL NOT BE LIABLE FOR:

·       Indirect Damages: Consequential, incidental, special, or punitive damages

·       Lost Opportunities: Lost funding opportunities, grants not awarded, or similar speculative losses

·       Business Interruption: Lost profits, business interruption, or loss of business reputation

·       Third-Party Claims: Actions or decisions of donors, funders, regulators, or other third parties beyond SIC's reasonable control

·       Technology Failures: Data loss due to technology failures beyond SIC's reasonable control

14.3 Limitation Period

All claims must be brought within one (1) year of the date the claim arises or could reasonably have been discovered.

14.4 Mitigation of Damages

Both parties agree to use reasonable efforts to:

·       Take reasonable steps to mitigate any damages

·       Provide prompt notice of potential claims where reasonably practicable

·       Cooperate in good faith to resolve disputes

·       Minimize the impact of any service interruptions

14.5 Insurance Coordination

These limitations are intended to coordinate with SIC's professional liability insurance coverage and may be reasonably adjusted if insurance coverage provides different limits.

14.6 Exceptions to Limitations

These limitations do not apply to:

·       Gross Negligence: Claims arising from gross negligence or willful misconduct

·       Confidentiality Breaches: Intentional breaches of confidentiality obligations

·       Intellectual Property: Claims related to intellectual property infringement by SIC

·       Indemnification: Obligations under the indemnification clause

·       Statutory Rights: Rights that cannot be limited by contract under applicable law

14.7 Allocation of Risk

These limitations reflect the reasonably agreed-upon allocation of risk between the parties, considering:

·       The nature of consulting services and inherent uncertainties

·       The fee structure and compensation arrangements

·       The availability and cost of professional liability insurance

·       The mutual benefits received under this agreement

15. Indemnification

15.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless SIC, its officers, employees, contractors, and agents from and against any reasonably documented claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising from or related to:

·       Material Breach: Client's material breach of these Terms or any engagement agreement

·       Material Misrepresentation: Materially inaccurate or misleading information knowingly provided by Client

·       Unauthorized Use: Client's unauthorized use of SIC's intellectual property or confidential information

·       Implementation Issues: Client's implementation or misimplementation of SIC's recommendations beyond SIC's reasonable control

·       Third-Party Claims: Claims by third parties related to Client's use of SIC's services or deliverables

·       Legal Violations: Client's material violation of applicable laws, regulations, or professional standards

15.2 SIC Indemnification

SIC agrees to indemnify, defend, and hold harmless Client from and against reasonably documented claims arising from:

·       Professional Negligence: SIC's grossly negligent performance of professional services

·       Confidentiality Breach: SIC's material unauthorized disclosure of Client's confidential information

·       IP Infringement: Claims that SIC's original work product materially infringes third-party intellectual property rights

·       Statutory Violations: SIC's material violation of applicable professional or ethical standards

15.3 Indemnification Process

The indemnified party must:

·       Reasonable Notice: Provide reasonably prompt written notice of any claim

·       Reasonable Cooperation: Reasonably cooperate in the defense of the claim

·       Control: Allow the indemnifying party to reasonably control the defense and settlement

·       No Unauthorized Admission: Not admit liability or settle without the indemnifying party's reasonable consent

15.4 Limitations on Indemnification

Indemnification obligations are subject to:

·       Insurance Coordination: Reasonable coordination with available insurance coverage

·       Liability Caps: Overall liability limitations set forth in these Terms

·       Reasonable Costs: Indemnification limited to reasonable and documented costs

·       Good Faith: Requirement that all parties act reasonably and in good faith

15.5 Survival

Indemnification obligations survive termination of the consulting relationship for a reasonable period consistent with applicable limitation periods.

16. Professional Liability Insurance

16.1 Insurance Requirements

SIC maintains professional liability insurance (errors and omissions insurance) in amounts that are commercially reasonable and appropriate to the nature and scope of our consulting services.

16.2 Coverage Details

Coverage is intended to include:

·       Professional Services: Coverage for errors, omissions, and negligent acts in professional services

·       Technology: Reasonable coverage for technology-related risks

·       Geographic Coverage: Protection for services delivered to Canadian clients

16.3 Insurance Provider

SIC obtains professional liability insurance from reputable insurance carriers reasonably qualified to provide such coverage in Alberta, Canada.

16.4 Additional Insurance

SIC endeavors to maintain:

·       Commercial General Liability: Coverage for bodily injury and property damage

·       Cyber Liability: Reasonable protection against data breaches and cyber incidents

·       Business Insurance: Appropriate business insurance coverage

16.5 Certificate of Insurance

Upon reasonable request, SIC may provide clients with a certificate of insurance evidencing current coverage.

16.6 Claims Cooperation

In the event of a claim that may be covered by insurance:

·       Reasonable Notification: SIC will notify insurers as required by policy terms

·       Client Cooperation: Client agrees to reasonably cooperate with insurance investigation and defense

·       Coverage Coordination: Insurance coverage will be reasonably coordinated with contractual obligations

·       Claim Resolution: Claims will be resolved in accordance with insurance policy terms and applicable law

16.7 Insurance Limitations

SIC's insurance coverage is subject to policy terms, conditions, and limitations. Insurance coverage does not expand SIC's liability beyond the terms of this Agreement.

17. Independent Contractor Relationship

17.1 Contractor Status

SIC is an independent contractor, not an employee, partner, joint venturer, or agent of Client. This relationship creates no employment, partnership, or agency relationship.

17.2 Control and Direction

·       Service Delivery: SIC retains reasonable control over the methods and means of delivering services

·       Personnel: SIC has reasonable discretion over assignment of personnel to client projects

·       Schedule: While project timelines are reasonably agreed upon, SIC controls daily work schedules and procedures

·       Location: Services may be delivered from SIC's offices, client locations, or remotely as reasonably appropriate

17.3 Tax and Legal Obligations

SIC is responsible for:

·       Income Taxes: All federal, provincial, and local income taxes

·       Business Taxes: Corporate taxes, goods and services tax (GST), and other applicable business taxes

·       Workers' Compensation: Appropriate coverage for SIC employees and contractors

·       Employment Standards: Reasonable compliance with employment laws for SIC personnel

·       Professional Licensing: Maintaining any reasonably required professional licenses or certifications

17.4 Client Obligations

Client acknowledges:

·       No Employee Benefits: SIC is not entitled to employee benefits, insurance, or other employment perquisites

·       No Payroll Deductions: Client will not make payroll deductions from payments to SIC

·       Independent Business: SIC operates as an independent business entity

·       Multiple Clients: SIC may serve multiple clients simultaneously

17.5 Representation and Authority

·       No Authority: SIC has no authority to bind Client or make commitments on Client's behalf without prior written authorization

·       Prior Authorization: Any representation of Client requires reasonable prior written authorization

·       Clear Identification: In external communications, SIC will reasonably identify itself as an independent consultant

·       Referral Limitations: SIC may not make commitments regarding Client's participation in opportunities without reasonable authorization

17.6 Compliance

Both parties will use reasonable efforts to ensure this relationship complies with applicable employment and tax laws, including Canada Revenue Agency guidelines for independent contractor relationships.

18. Subcontractors and Third Parties

18.1 Right to Subcontract

SIC reserves the right to engage reasonably qualified subcontractors and specialists to assist in service delivery, subject to reasonable confidentiality and quality standards.

18.2 Types of Subcontractors

SIC may reasonably engage:

·       Specialized Consultants: Grant writers, strategic planning facilitators, research specialists

·       Technical Providers: Graphic designers, web developers, database specialists

·       Subject Matter Experts: Industry specialists for consultation purposes

·       Administrative Support: Virtual assistants, data entry, transcription services

18.3 Subcontractor Management

SIC endeavors to ensure that subcontractors:

·       Confidentiality: Sign reasonable confidentiality agreements

·       Quality Standards: Meet reasonable professional and quality standards

·       Insurance: Maintain appropriate professional insurance where reasonably required

·       Oversight: Work under SIC's reasonable supervision and quality control

18.4 Client Notification

·       Material Subcontractors: Client will be reasonably notified of subcontractors who will have significant involvement in the project

·       Approval Rights: Client may request reasonable approval rights for specific subcontractors in the engagement agreement

·       Substitution: SIC may substitute subcontractors with reasonably equivalent qualifications as needed

·       Direct Relationships: Client relationships remain with SIC, not individual subcontractors

18.5 SIC Responsibility

SIC remains reasonably responsible for:

·       Subcontractor Performance: Quality and timeliness of subcontractor deliverables

·       Payment: All subcontractor compensation and expense reimbursement

·       Coordination: Project management and coordination of team members

·       Oversight: Reasonable management of subcontractor performance issues

18.6 Third-Party Services

For services outside SIC's expertise, we may recommend:

·       Legal Services: Lawyers specializing in nonprofit law or regulatory matters

·       Accounting Services: CPAs with nonprofit and charitable expertise

·       Technology Providers: Database vendors, website developers, software companies

·       Specialized Consultants: Capital campaign specialists, planned giving experts, governance consultants

These referrals do not create any obligation or liability for SIC regarding third-party service quality or performance.

19. Termination

19.1 Termination Rights

Either party may terminate the consulting relationship under the following circumstances:

Termination for Convenience:

·       Either party may terminate with thirty (30) days written notice or other reasonable notice period

·       No cause or reason required for convenience termination

·       All work reasonably performed through the termination date will be compensated

Termination for Cause:

·       Immediate termination for material breach of these Terms

·       Material breach includes material non-payment, significant confidentiality violations, or failure to fulfill material obligations

·       Cure Period: Non-breaching party should provide reasonable written notice allowing opportunity to cure where practicable

19.2 Specific Grounds for Termination

SIC may reasonably terminate if Client:

·       Fails to pay undisputed invoices within sixty (60) days of due date after reasonable notice

·       Materially breaches confidentiality obligations regarding SIC's proprietary information

·       Engages in activities materially inconsistent with charitable purposes or unlawful conduct

·       Provides materially false or misleading information that affects service delivery

·       Substantially interferes with SIC's ability to perform services professionally

Client may reasonably terminate if SIC:

·       Commits gross negligence or professional misconduct

·       Materially breaches confidentiality obligations regarding Client information

·       Fails to perform material obligations after reasonable notice and opportunity to cure

·       Becomes unable to perform services due to incapacity or business closure

19.3 Termination Process

Upon termination:

·       Written Notice: Terminating party should provide reasonable written notice specifying grounds and effective date

·       Work Cessation: SIC will cease work on the effective termination date or as reasonably agreed

·       Transition Assistance: SIC will provide reasonable transition assistance for an agreed period

·       Final Invoice: SIC will submit final invoice for work reasonably performed through termination date

19.4 Payment Upon Termination

·       Completed Work: Client remains obligated to pay for satisfactorily completed work

·       Work in Progress: Payment for work in progress calculated on a reasonable pro-rata basis

·       Expenses: Reimbursement of reasonably approved expenses incurred through termination date

·       Retainer: Unused retainer funds will be returned within a reasonable period after final invoice

19.5 Return of Materials

Upon termination, and where reasonably practicable:

·       Client Materials: Client materials and confidential information returned or securely destroyed

·       Work Product: Completed deliverables provided to Client upon full payment

·       SIC Property: SIC proprietary materials, tools, and confidential information reasonably returned

·       Electronic Data: Reasonable secure deletion of electronic files and data

19.6 Survival of Terms

The following provisions reasonably survive termination:

·       Payment obligations for work performed

·       Confidentiality and non-disclosure obligations for reasonable periods

·       Intellectual property rights and restrictions

·       Limitation of liability and indemnification clauses

·       Dispute resolution procedures

19.7 Post-Termination Cooperation

Both parties agree to reasonably cooperate to:

·       Complete necessary transition activities

·       Respond to reasonable questions about completed work

·       Provide reasonable documentation or clarification as needed

·       Maintain reasonable professional relationships within the nonprofit sector

20. Force Majeure

20.1 Definition

"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party that materially prevents or impairs the performance of obligations under these Terms.

20.2 Qualifying Events

Force Majeure Events may include:

·       Natural Disasters: Earthquakes, floods, hurricanes, wildfires, extreme weather conditions

·       Human Actions: Wars, terrorism, civil unrest, strikes, material labor disputes

·       Government Actions: New laws or regulations materially affecting performance, government orders, embargoes

·       Public Health: Pandemics, epidemics, quarantine orders, public health emergencies

·       Technology: Major internet outages, cyber attacks affecting critical infrastructure

·       Infrastructure: Extended power outages, telecommunications failures, transportation disruptions

20.3 Notice Requirements

The affected party should reasonably:

·       Prompt Notice: Provide written notice within a reasonable time of becoming aware of the Force Majeure Event

·       Detailed Information: Include reasonable description of the event, expected impact, and anticipated duration

·       Regular Updates: Provide reasonable updates as circumstances change significantly

·       Termination Notice: Notify when the Force Majeure Event has ended and normal performance can reasonably resume

20.4 Mitigation Obligations

The affected party should reasonably:

·       Reasonable Efforts: Make reasonable efforts to mitigate the effects of the Force Majeure Event

·       Alternative Methods: Explore reasonable alternative methods of performance where possible

·       Minimize Impact: Take reasonable steps to minimize delay and disruption

·       Resume Performance: Resume performance as reasonably possible after the event ends

20.5 Effects of Force Majeure

During a Force Majeure Event:

·       Excuse Performance: Performance obligations are suspended to the extent reasonably prevented by the event

·       No Breach: Reasonable failure to perform during the event does not constitute breach of contract

·       Time Extension: Project timelines may be reasonably extended by the duration of the delay

·       Payment Adjustment: Payment obligations may be reasonably adjusted for work not performed due to the event

20.6 Limitations

Force Majeure does not excuse:

·       Payment Obligations: Obligations to pay for work completed before the event

·       Confidentiality: Confidentiality and non-disclosure obligations

·       Previously Breached: Obligations that were already breached before the Force Majeure Event

·       Economic Hardship: Performance that becomes more difficult or expensive but remains reasonably possible

20.7 Extended Force Majeure

If a Force Majeure Event reasonably continues for more than ninety (90) days:

·       Termination Rights: Either party may terminate the engagement with reasonable written notice

·       Payment Settlement: Parties will reasonably settle all payment obligations for work completed

·       Good Faith Negotiation: Parties may reasonably negotiate modified terms to continue the relationship if desired

·       No Penalty: Termination under this provision incurs no penalty or additional liability

20.8 Pandemic-Specific Provisions

In recognition of potential health emergencies:

·       Remote Work: Reasonable transition to remote service delivery where possible

·       Technology Accommodation: Reasonable accommodation for technology limitations

·       Health and Safety: Reasonable priority given to health and safety of all personnel

·       Flexible Scheduling: Reasonable adjustment of meeting schedules and deadlines as needed

21. Dispute Resolution

21.1 Commitment to Resolution

Both parties are committed to resolving disputes reasonably, cost-effectively, and professionally while maintaining reasonable confidentiality of the dispute resolution process.

21.2 Multi-Tier Dispute Resolution Process

Disputes should reasonably follow this process:

Step 1: Direct Negotiation (30 days)

·       Good Faith Discussions: Parties will first reasonably attempt to resolve disputes through direct, good faith negotiations

·       Management Involvement: Disputes may be escalated to senior management level if initial discussions are unsuccessful

·       Documentation: Negotiation efforts should be reasonably documented in writing

·       Timeline: Negotiation period should not exceed thirty (30) days from notice of dispute where reasonably practicable

Step 2: Mediation (60 days)

·       Mediation Option: If negotiation fails, parties should reasonably participate in mediation

·       Mediator Selection: Mutually agreed-upon mediator or one reasonably appointed by ADR Institute of Canada

·       Location: Mediation to be held in Calgary, Alberta, or virtually by reasonable agreement

·       Confidentiality: All mediation proceedings are confidential and inadmissible in later proceedings

·       Cost Sharing: Mediation costs shared equally between parties

·       Timeline: Mediation should commence within reasonable time and conclude within reasonable period

Step 3: Arbitration or Litigation

·       Binding Resolution: If mediation fails, disputes may proceed to binding arbitration or court litigation

·       Arbitration Option: Parties may mutually agree to binding arbitration under reasonable ADR Institute of Canada rules

·       Court Jurisdiction: If arbitration is not agreed upon, disputes may be resolved in Alberta courts

·       Reasonable Process: Parties commit to reasonable procedures where available

21.3 Dispute Resolution Rules

Requirements:

·       Written Notice: Disputes should begin with reasonable written notice describing the dispute

·       Good Faith Participation: All parties should reasonably participate in good faith at each stage

·       Confidentiality: Dispute resolution proceedings are confidential except as reasonably required by law

·       Professional Conduct: All parties and representatives should maintain reasonable professional conduct

21.4 Exceptions to Process

The following disputes may reasonably bypass the multi-tier process:

·       Emergency Relief: Requests for injunctive relief or urgent court orders

·       Payment Disputes: Clear undisputed payment obligations may proceed directly to reasonable collection

·       Confidentiality Breaches: Immediate breaches requiring urgent action

·       Small Claims: Disputes under reasonable amounts may proceed to small claims court

21.5 Interim Measures

During dispute resolution:

·       Continued Performance: Parties should reasonably continue performing undisputed obligations

·       Confidentiality Maintained: All confidentiality obligations remain in reasonable effect

·       Payment Continuation: Payments for undisputed work should reasonably continue as scheduled

·       Professional Relationship: Parties should reasonably maintain professional working relationship where possible

21.6 Resolution and Implementation

Upon resolution:

·       Written Agreement: Settlements will be reasonably documented in writing

·       Implementation Timeline: Reasonable timeline for implementing resolution terms

·       Ongoing Relationship: Reasonable procedures for continuing the consulting relationship if desired

·       Process Improvement: Reasonable consideration of process improvements to prevent future disputes

21.7 Costs and Fees

·       Own Costs: Each party generally bears their own reasonable legal costs and fees

·       Mediation Costs: Shared equally unless otherwise reasonably agreed

·       Arbitration Costs: Allocated according to arbitrator's reasonable decision

·       Court Costs: Awarded according to court rules and applicable law

·       Process Breach: Party unreasonably refusing to participate in required steps may be liable for other party's reasonable costs

22. Compliance and Regulatory Matters

22.1 Regulatory Compliance

Both parties acknowledge the importance of reasonable compliance with applicable laws, regulations, and professional standards governing nonprofit organizations and consulting services.

22.2 Client Compliance Obligations

Client represents reasonable efforts to comply with:

·       Charitable Status: Maintenance of valid charitable or nonprofit status where applicable

·       Canada Revenue Agency: Filing requirements, financial reporting, and operational compliance

·       Provincial Registration: Registration and reporting requirements in applicable provinces

·       Fundraising Regulations: Compliance with applicable charitable fundraising laws and regulations

·       Privacy Laws: Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation

·       Employment Standards: Applicable employment and labor laws for Client staff

22.3 SIC Compliance Obligations

SIC maintains reasonable compliance with:

·       Business Registration: Valid business registration and licensing in Alberta

·       Professional Standards: Generally accepted professional standards and ethical guidelines

·       Tax Obligations: Corporate income tax, GST, and other applicable tax requirements

·       Insurance Requirements: Reasonable professional liability and business insurance coverage

·       Privacy Compliance: Privacy policies and procedures reasonably meeting Canadian privacy law requirements

22.4 Fundraising Compliance

For fundraising-related services:

·       Registration Requirements: Client is responsible for any required fundraising registration in applicable jurisdictions

·       Solicitation Compliance: Fundraising activities should reasonably comply with applicable charitable solicitation laws

·       Donor Privacy: Reasonable compliance with donor privacy rights and preferences

·       Tax Receipting: Proper issuance of charitable tax receipts according to reasonable CRA guidelines

·       Professional Ethics: Reasonable adherence to generally accepted fundraising professional standards

22.5 Anti-Money Laundering

Both parties will use reasonable efforts to:

·       Know Your Client: Maintain reasonable client identification and verification procedures

·       Suspicious Activity: Report suspicious financial activities as reasonably required by law

·       Record Keeping: Maintain reasonable records of financial transactions

·       Training: Ensure staff receive reasonable training on anti-money laundering requirements

22.6 Accessibility Compliance

Services and deliverables will reasonably consider:

·       Accessibility Standards: Applicable accessibility legislation where relevant

·       Human Rights: Non-discrimination in service delivery

·       Universal Design: Reasonable accessible design principles in materials and recommendations

·       Accommodation: Reasonable accommodation for clients with disabilities

22.7 International Considerations

For clients operating internationally:

·       Foreign Registration: Reasonable compliance with applicable foreign charity registration requirements

·       Cross-Border Fundraising: Reasonable compliance with international fundraising regulations

·       Anti-Terrorism: Reasonable compliance with anti-terrorism financing legislation

·       Sanctions: Reasonable compliance with Canadian and international economic sanctions

22.8 Regulatory Changes

Both parties agree to reasonably:

·       Monitor Changes: Stay reasonably informed about relevant regulatory changes

·       Adaptation: Reasonably modify practices as needed to maintain compliance

·       Communication: Reasonably communicate regulatory issues that may affect the engagement

·       Professional Development: Reasonably participate in continuing education on regulatory matters

22.9 Non-Compliance Issues

If regulatory non-compliance is discovered:

·       Reasonable Notification: Prompt notification to the other party where reasonably practicable

·       Remediation Plan: Reasonable development of plan to address non-compliance

·       Professional Advice: Reasonable engagement of appropriate legal or professional advice

·       Service Modification: Reasonable modification of services as needed to ensure compliance

23. Communication and Notice

23.1 Official Communication Methods

Official communications, notices, and legal documents should be delivered through reasonable methods including:

Electronic Mail:

·       Primary Method: Email to designated contact addresses

·       Confirmation: Reasonable confirmation for important communications

·       Backup: Follow-up confirmation for critical notices where reasonably practicable

Physical Mail:

·       Certified Mail: For legal notices and formal communications

·       Courier Services: For urgent document delivery

·       Registered Mail: For termination notices and dispute-related communications

23.2 Designated Contacts

For Social Impact Consultancy Inc.:

·       Primary Contact: [Name, Title]

·       Email: [Insert Email Address]

·       Phone: [Insert Phone Number]

·       Mailing Address: [Insert Complete Mailing Address]

For Client:

·       Primary Contact: As specified in engagement agreement

·       Backup Contact: Secondary contact for urgent matters where available

·       Update Requirements: Reasonable notification required for contact changes

23.3 Notice Requirements

Formal notices should reasonably include:

·       Clear Subject Line: Indicating the nature of the notice

·       Party Identification: Names of both parties

·       Reference Information: Engagement agreement or project references where applicable

·       Specific Content: Reasonable description of the matter being communicated

·       Response Requirements: Any required response timeline or actions

23.4 Timing and Effectiveness

Notice timing:

·       Email: Effective upon transmission during reasonable business hours

·       After Hours Email: Effective first business day after transmission

·       Physical Mail: Effective upon delivery or reasonable period after mailing

·       Courier/Registered: Effective upon confirmed delivery

23.5 Regular Project Communication

Project communications will reasonably follow:

·       Scheduled Check-ins: Regular progress meetings as reasonably agreed in engagement agreements

·       Status Reports: Written progress reports at reasonable intervals

·       Issue Communication: Reasonable communication of issues or concerns

·       Change Requests: Reasonable process for scope or timeline changes

23.6 Emergency Communications

For urgent matters:

·       Phone Contact: Direct phone communication for immediate issues where reasonably available

·       Emergency Contacts: After-hours contact information for critical matters where reasonably provided

·       Response Times: Reasonable acknowledgment and response times

·       Escalation Procedures: Reasonable escalation path for unresolved urgent matters

23.7 Communication Standards

All communications should reasonably maintain:

·       Professional Tone: Respectful and professional language

·       Clarity: Reasonably clear, concise, and unambiguous content

·       Confidentiality: Appropriate protection of confidential information

·       Documentation: Reasonable written follow-up for important verbal communications

23.8 Technology Requirements

Communication technology:

·       Security: Use of reasonable secure email systems and encrypted communication where appropriate

·       Accessibility: Reasonable communication methods accessible to all parties

·       Backup Systems: Reasonable alternative communication methods if primary systems fail

·       Record Keeping: Reasonable retention of communication records

23.9 Language and Cultural Considerations

·       Primary Language: English is the primary language for communications

·       Translation: Translation services available upon reasonable request

·       Cultural Sensitivity: Reasonable respectful communication across cultural boundaries

·       Interpretation: Professional interpretation services for meetings when reasonably needed

24. General Provisions

24.1 Entire Agreement

These Terms, together with any signed engagement agreements, proposals, statements of work, and incorporated policies (including the Privacy Policy), constitute the complete agreement between the parties regarding the subject matter herein, to the extent reasonably practicable.

Integration:

·       Supersedes Previous: These Terms supersede prior negotiations, communications, and understandings to the extent reasonably applicable

·       Written Modifications: Modifications should be in writing and signed by both parties where reasonably practicable

·       Conflict Resolution: In case of conflict between documents, the reasonable order of precedence is: (1) signed engagement agreement, (2) these Terms, (3) Privacy Policy

24.2 Severability

If any provision of these Terms is found to be unenforceable or invalid:

·       Partial Invalidity: The remainder of these Terms will remain in reasonable force and effect

·       Reasonable Substitution: Invalid provisions may be replaced with valid provisions that reasonably approximate the intended effect

·       Minimal Impact: Severability will be construed to reasonably minimize impact on the overall agreement

·       Court Modification: Courts are authorized to reasonably modify provisions to make them enforceable while preserving reasonable intent

24.3 Waiver

·       No Implied Waiver: Failure to enforce any provision does not constitute waiver of that provision

·       Written Waiver: Waivers should be in writing and signed by the waiving party where reasonably practicable

·       Limited Scope: Waivers apply only to the specific instance and do not constitute ongoing waiver

·       Course of Dealing: Course of dealing or performance does not modify these Terms absent reasonable written agreement

24.4 Assignment

·       SIC Assignment: SIC may not assign these Terms without Client's reasonable prior written consent, except to affiliated entities or in case of merger or acquisition

·       Client Assignment: Client may not assign these Terms without SIC's reasonable prior written consent

·       Successor Binding: These Terms bind and benefit successors and permitted assigns

·       Change of Control: Material change of control may require reasonable consent depending on circumstances

24.5 Third-Party Beneficiaries

These Terms are intended for the benefit of the parties and create no third-party beneficiary rights, except:

·       Insurance Carriers: May have reasonable rights under these Terms related to coverage

·       Subcontractors: Named subcontractors may have limited rights under confidentiality provisions

·       No General Rights: No other persons or entities have rights under these Terms

24.6 Headings and Interpretation

·       Headings: Section headings are for convenience only and do not affect interpretation

·       Defined Terms: Capitalized terms have the meanings reasonably assigned in the Definitions section

·       Fair Interpretation: These Terms will be interpreted fairly and not against any drafting party

·       References: References to laws include reasonable amendments and successor legislation

24.7 Electronic Signatures

·       Electronic Acceptance: Electronic signatures and digital acceptance are valid and binding where reasonably available

·       Authentication: Parties should use reasonable methods to authenticate electronic signatures

·       Record Retention: Electronic records will be maintained according to reasonable practices and applicable law

·       Legal Equivalence: Electronic signatures have the same reasonable legal effect as handwritten signatures

24.8 Counterparts

·       Multiple Copies: These Terms may be executed in counterparts, each of which constitutes an original

·       Electronic Transmission: Signatures transmitted electronically are reasonably acceptable

·       Combined Effect: All counterparts together constitute one agreement

·       Delivery Methods: Counterparts may be delivered by reasonable electronic means

24.9 Survival

The following provisions reasonably survive termination:

·       Payment obligations and billing disputes

·       Confidentiality and non-disclosure obligations for reasonable periods

·       Intellectual property rights and restrictions

·       Limitation of liability and indemnification for reasonable periods

·       Dispute resolution procedures

·       Governing law and jurisdiction

24.10 Privacy Policy Integration

These Terms incorporate SIC's Privacy Policy by reference. In case of reasonable conflict between these Terms and the Privacy Policy regarding data protection matters, the Privacy Policy reasonably controls.

25. Governing Law

25.1 Applicable Law

These Terms and disputes arising out of or related to the consulting relationship are governed by:

·       Provincial Law: The laws of the Province of Alberta

·       Federal Law: The applicable laws of Canada

·       Conflict of Laws: Alberta conflict of law principles, without regard to choice of law rules that would apply other jurisdiction's laws

25.2 Jurisdiction and Venue

For legal proceedings:

·       Primary Jurisdiction: Alberta courts have jurisdiction over disputes to the extent reasonably enforceable

·       Venue: Legal proceedings will be conducted in Calgary, Alberta, where reasonably practicable

·       Consent to Jurisdiction: Both parties reasonably consent to personal jurisdiction in Alberta courts

·       Service of Process: Both parties reasonably consent to service of process according to Alberta court rules

25.3 International Considerations

For clients outside Canada:

·       Canadian Law: These Terms are governed by Canadian and Alberta law regardless of client location

·       Local Law Compliance: Clients remain responsible for reasonable compliance with their local laws

·       Conflict Resolution: In case of reasonable conflict between local law and these Terms, parties will negotiate reasonable accommodations

·       Enforcement: Judgments may be enforced in other jurisdictions according to applicable treaties and laws

25.4 Regulatory Compliance

Legal compliance includes:

·       Professional Standards: Alberta and Canadian professional consulting standards

·       Privacy Laws: Federal and provincial privacy legislation

·       Business Laws: Corporate, commercial, and business law requirements

·       Tax Laws: Federal and provincial tax obligations

25.5 Choice of Law Acknowledgment

Both parties acknowledge:

·       Voluntary Choice: The choice of Alberta law is reasonable and voluntary

·       Legal Advice: Each party has had reasonable opportunity to consult legal counsel

·       Business Relationship: The legal framework reasonably supports the intended business relationship

·       Enforceability: Chosen law and jurisdiction provide reasonable enforceability

26. Changes to Terms

26.1 Amendment Authority

SIC reserves the right to reasonably update, modify, or amend these Terms periodically to reflect:

·       Legal Changes: New or amended laws, regulations, or professional standards

·       Business Evolution: Changes in service offerings, technology, or business practices

·       Industry Standards: Updates to nonprofit sector best practices or ethical guidelines

·       Experience and Feedback: Improvements based on client experience and reasonable feedback

26.2 Notice of Changes

Material Changes:

·       Reasonable Notification: Email notification to active clients with reasonable advance notice before effective date

·       Change Summary: Reasonable summary of material changes and their impact on existing engagements

·       Review Period: Reasonable opportunity for clients to review and discuss changes

·       Consultation Available: SIC principals reasonably available to discuss significant changes

Non-Material Changes:

·       Website Posting: Updates posted on company website with revised effective date

·       Minor Adjustments: Administrative, clarifying, or formatting changes

·       Reasonable Notification: General notification in regular client communication where appropriate

26.3 Types of Changes

Material Changes (requiring reasonable advance notice):

·       Significant payment terms or fee structures

·       Liability limitations or insurance requirements

·       Major confidentiality or intellectual property provisions

·       Termination or dispute resolution procedures

·       Fundamental service delivery changes

Non-Material Changes:

·       Administrative updates or clarifications

·       Contact information changes

·       Formatting or organizational improvements

·       References to new laws or regulations

·       Minor process improvements

26.4 Client Response Options

Upon notification of material changes, clients may reasonably:

Accept Changes:

·       Continued Engagement: Continue services under new Terms

·       Deemed Acceptance: Continued use of services may constitute reasonable acceptance

·       No Action Required: No response needed to accept reasonable changes

Request Discussion:

·       Discussion Request: Request reasonable discussion of specific changes

·       Alternative Terms: Propose reasonable alternative provisions for specific engagements

·       Grandfathering: Request that existing engagements continue under current Terms where reasonable

·       Resolution Period: Reasonable period to resolve concerns

Terminate Engagement:

·       Termination Right: Right to terminate without penalty before changes take effect where reasonable

·       Notice Required: Reasonable written termination notice before change effective date

·       Completion Option: Option to complete current projects under existing Terms where reasonable

·       Final Billing: Settlement of all accounts under current Terms

26.5 Emergency Changes

In extraordinary circumstances:

·       Immediate Changes: Legal or regulatory requirements may necessitate immediate changes

·       Reasonable Notification: Notification as reasonably possible after implementation

·       Full Explanation: Reasonable explanation of necessity for emergency changes

·       Review Process: Reasonable opportunity to review and discuss emergency changes after implementation

26.6 Version Control

·       Effective Dates: Each version clearly marked with effective date

·       Version History: Previous versions maintained for reasonable reference

·       Active Version: Most current version available on company website

·       Applicable Version: Version in effect at time of engagement reasonably governs that relationship

26.7 Grandfathering Provisions

For existing engagements:

·       Current Projects: Active projects may reasonably continue under existing Terms by mutual agreement

·       Long-term Engagements: Multi-year arrangements may include reasonable specific change procedures

·       Negotiated Terms: Previously negotiated modifications remain in reasonable effect unless specifically changed

·       Transition Period: Reasonable transition time for implementing new requirements