Terms of Service

1. Parties and Scope

These Terms of Service ("Terms") constitute a legally binding agreement between Oxford Venture Consultancy, a corporation incorporated in Canada, with its head office at 200 Bay Street, Suite 2400, Toronto, Ontario M5J 2J2 ("we", "us", "our", "the Firm"), and the entity or individual engaging our services ("Client", "you").

These Terms apply to all consulting, advisory, and related professional services provided by the Firm across our offices in Toronto (Canada), New York (USA), and London (UK), whether delivered in person, remotely, or in writing.

2. Engagement and Scope of Services

The specific scope of services, deliverables, timeline, and fees for each engagement will be set out in a written Engagement Letter or Statement of Work ("SOW") agreed between the parties before commencement. In the event of any conflict between these Terms and an Engagement Letter, the Engagement Letter shall take precedence.

Any material changes to the agreed scope of services must be confirmed in writing by both parties before additional work is undertaken.

3. Fees and Payment

Our fees are as set out in the applicable Engagement Letter. Unless otherwise agreed in writing:

• Invoices are payable within 30 days of the invoice date
• Fees are stated in the currency specified in the Engagement Letter (CAD, USD, or GBP)
• Applicable taxes (including HST/GST in Canada, applicable state taxes in the US, and VAT in the UK) will be added to invoices as required by law
• Reasonable out-of-pocket expenses incurred in delivering services will be invoiced separately with supporting documentation
• Late payments will accrue interest at the rate specified in the Engagement Letter, or at the applicable statutory rate in the relevant jurisdiction

4. Client Responsibilities

To enable us to deliver our services effectively, you agree to:

• Provide accurate, complete, and timely information and access to relevant personnel
• Promptly review and provide feedback on deliverables within agreed timeframes
• Notify us immediately of any material changes to your business, objectives, or circumstances
• Ensure that information you provide does not infringe the rights of any third party

The quality and timeliness of our services may be affected by delays or inaccuracies in information provided by you. We accept no liability for impacts caused by such delays or inaccuracies.

5. Confidentiality

Each party agrees to keep confidential all information received from the other party that is marked as confidential or that a reasonable person would consider confidential ("Confidential Information"). This obligation does not apply to information that is publicly available through no fault of the receiving party, is already known to the receiving party, or is required to be disclosed by law or regulation in any applicable jurisdiction.

The Firm maintains rigorous internal information barriers to prevent the unauthorised sharing of client information across separate engagements.

6. Intellectual Property

Unless otherwise agreed in writing, all intellectual property rights in methodologies, frameworks, tools, and pre-existing materials used in delivering our services remain the property of Oxford Venture Consultancy. Upon receipt of full payment of all fees due, you are granted a non-exclusive, non-transferable licence to use deliverables produced specifically for your engagement for your internal business purposes only.

7. Nature of Advice

Oxford Venture Consultancy provides management and strategy consulting services. Unless explicitly stated in a written engagement agreement, our services do not constitute legal, tax, financial, investment, securities, or regulated advice. You are solely responsible for obtaining independent legal, tax, financial, or regulatory advice appropriate to your jurisdiction and for all decisions made on the basis of our work.

Our firm is not registered as an investment adviser, broker-dealer, or securities dealer in Canada, the United States, or the United Kingdom. Engagements that require such regulated activities will be clearly identified, and we will recommend engagement with appropriately registered professionals.

8. Limitation of Liability

Our total aggregate liability to you in connection with any engagement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by you to us in respect of that engagement in the twelve months preceding the event giving rise to the claim.

We shall not be liable for any indirect, consequential, special, or punitive losses, including loss of profits, revenue, business opportunity, or data, whether or not such losses were foreseeable.

Nothing in these Terms limits our liability for fraud, fraudulent misrepresentation, gross negligence, or any liability that cannot be excluded or limited by applicable law in Canada, the United States, or the United Kingdom.

9. Termination

Either party may terminate an engagement by providing 30 days' written notice to the other. Upon termination, you shall pay all fees for services properly rendered up to the termination date, plus any non-cancellable expenses already committed. We reserve the right to terminate immediately upon written notice if you materially breach these Terms and fail to remedy such breach within 14 days of receiving written notice.

10. Governing Law and Dispute Resolution

These Terms of Service are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Any disputes arising in connection with these Terms or an engagement shall first be subject to good-faith mediation between senior representatives of both parties. If unresolved within 30 days of written notice of a dispute, the matter shall be referred to binding arbitration in Toronto, Ontario under the Arbitration Act, 1991 (Ontario), with proceedings conducted in English.

Notwithstanding the foregoing, clients engaging us under a separate Engagement Letter specifying New York or English law as the governing law shall be subject to those provisions in lieu of this clause.

11. Entire Agreement

These Terms, together with any applicable Engagement Letter, constitute the entire agreement between the parties with respect to the services and supersede all prior representations, agreements, and understandings, whether oral or written.

12. Contact

For any questions regarding these Terms of Service, please contact us at legal@oxfordventure.com or write to us at 200 Bay Street, Suite 2400, Toronto, Ontario M5J 2J2, Canada.