Terms and Conditions

1. Definitions

For purposes of these Terms:

• "Company," "we," "us," or "our" refers to Thornbury, located at 100 King Street West, Suite 5700, Hamilton, ON L8P 4W9, Canada.
• "Services" refers to consulting services provided by Thornbury, including Manufacturing Business Assessment, Business Revitalization Strategy, and Industrial Partnership Development.
• "Website" refers to the Thornbury website accessible at thornbianed.digital.
• "User," "you," or "your" refers to the individual or entity accessing our website or engaging our services.
• "Content" refers to all information, text, images, and materials available through our website or services.
• "Agreement" refers to these Terms and any separate service agreements entered into between you and Thornbury.

2. Acceptance of Terms

By accessing or using our website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms. You represent that you are at least 18 years of age and have the legal capacity to enter into binding contracts. If you are accessing or using our services on behalf of a business entity, you represent that you have authority to bind that entity to these Terms.

These Terms constitute a legally binding agreement between you and Thornbury. Your continued use of our website or services following any changes to these Terms constitutes acceptance of those changes.

3. Services Description

Thornbury provides business consulting services focused on manufacturing and industrial businesses in Southern Ontario. Our services include operational assessments, revitalization strategies, and partnership development support. Service descriptions, scope, deliverables, timelines, and pricing are outlined in individual service offerings and confirmed through separate engagement agreements.

We reserve the right to modify, suspend, or discontinue any service offering at any time without prior notice. Service availability may be subject to consultant capacity and engagement scheduling. All services are provided subject to the terms outlined in individual engagement agreements entered into prior to service delivery.

Website content, including service descriptions and pricing information, is for informational purposes and does not constitute a binding offer. Formal engagement requires execution of a separate service agreement between you and Thornbury.

4. User Responsibilities

When using our website or services, you agree to:

• Provide accurate, current, and complete information when requested
• Maintain the confidentiality of any account credentials or access information
• Use our services only for lawful purposes and in compliance with applicable laws
• Respect intellectual property rights of Thornbury and third parties
• Cooperate with our consultants and provide necessary information for service delivery
• Promptly notify us of any changes to your contact information or business circumstances

5. Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Violating any applicable local, provincial, national, or international law or regulation
• Infringing upon intellectual property rights of Thornbury or third parties
• Transmitting harmful code, viruses, or malicious software through our website
• Attempting unauthorized access to our systems, networks, or data
• Interfering with or disrupting the operation of our website or services
• Collecting or harvesting personal information of other users without consent
• Using our services to compete with Thornbury or for any commercial purpose without authorization

6. Intellectual Property Rights

All content available through our website and services, including text, graphics, logos, images, designs, software, and other materials, is the property of Thornbury or its licensors and is protected by Canadian and international copyright, trademark, and other intellectual property laws.

Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our website for your personal or business purposes related to evaluating or using our consulting services. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit our content without prior written permission.

Client Materials

Information and materials you provide to us during consulting engagements remain your property. We may use such materials solely for the purpose of delivering consulting services. Upon engagement completion, we retain certain records as required by professional standards and legal obligations, but do not claim ownership of your proprietary business information.

7. Payment Terms

Fees for consulting services are outlined in individual service offerings and confirmed in engagement agreements. All prices are stated in Canadian dollars (CAD). Payment terms, including due dates and accepted payment methods, are specified in engagement agreements.

Fixed-Scope Pricing

Our services are offered on a fixed-scope basis with predetermined pricing. Fees remain unchanged unless scope modifications are mutually agreed upon in writing. Payment is typically required prior to engagement commencement or according to milestone schedule outlined in the engagement agreement.

Refund Policy

Refunds are not provided once consulting services have commenced, except as required by applicable law or as specifically outlined in individual engagement agreements. Refund requests must be submitted in writing to [email protected].

8. Confidentiality

Both parties acknowledge that consulting engagements may involve access to confidential business information. We maintain strict confidentiality protocols and execute non-disclosure agreements prior to engagement commencement. Confidential information includes business strategies, operational data, financial information, and proprietary methodologies disclosed during the engagement.

Confidentiality obligations survive engagement termination and continue indefinitely unless otherwise specified in separate confidentiality agreements. We do not disclose client information to third parties except as required by law or with your explicit consent.

9. Disclaimers

Our website and services are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, Thornbury disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that our website will be uninterrupted, error-free, secure, or free from viruses or other harmful components. We do not guarantee specific results from our consulting services. Recommendations and advice provided during engagements are based on information available at the time and professional judgment, but actual outcomes may vary due to factors beyond our control.

The information on our website is for general informational purposes only and does not constitute professional advice. You should not rely solely on website content for business decisions without engaging our consulting services and entering into a formal agreement.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Thornbury, its directors, employees, consultants, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising from your use of our website or services.

Our total liability for any claims related to our services shall not exceed the fees paid by you for the specific service engagement giving rise to the claim. This limitation applies regardless of the legal theory upon which the claim is based.

Some jurisdictions do not allow exclusion of certain warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Thornbury, its directors, employees, consultants, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from your violation of these Terms, your use of our services, your violation of any rights of third parties, or any breach of representations and warranties made by you in engagement agreements.

12. Termination

We reserve the right to suspend or terminate your access to our website or services at any time, with or without notice, for conduct that we believe violates these Terms or is harmful to our interests, other users, or third parties.

Either party may terminate an active consulting engagement as outlined in the applicable engagement agreement. Termination terms, including notice periods, fee obligations, and deliverable transfer, are specified in individual engagement agreements.

Upon termination, your right to use our services ceases immediately. Provisions of these Terms that by their nature should survive termination, including ownership provisions, warranty disclaimers, and limitations of liability, shall continue in effect after termination.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any dispute arising from these Terms or our services shall be subject to the exclusive jurisdiction of the courts located in Hamilton, Ontario.

Informal Resolution

Before initiating formal proceedings, parties agree to attempt to resolve disputes through good faith negotiation. Either party may initiate negotiations by providing written notice of the dispute to the other party.

Mediation

If informal resolution is unsuccessful within 30 days, parties agree to participate in mediation before proceeding to litigation. Mediation costs shall be shared equally between parties unless otherwise agreed.

14. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any separate engagement agreements, constitute the entire agreement between you and Thornbury regarding use of our website and services, superseding any prior agreements or understandings.

Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Invalid provisions shall be replaced with valid provisions that most closely reflect the original intent.

Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms or your rights and obligations hereunder without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

Notice

All notices under these Terms shall be in writing and delivered by email to [email protected] or by mail to our business address. Notices are deemed received when delivered by email or three business days after mailing.

15. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of these Terms and may provide additional notice through our website or via email.

Continued use of our website or services after changes become effective constitutes acceptance of the modified Terms. We encourage you to review these Terms periodically to stay informed of updates.

16. Contact Information

For questions about these Terms or our services, please contact us: