Introduction
These Terms of Service ("Terms") govern your access to and use of the services provided by ANAMA Inc. ("ANAMA," "we," "our," or "us"), including our website, consulting engagements, deliverables, and any related materials. By engaging our services or accessing our website, you agree to be bound by these Terms.
Services
Scope of Engagement
ANAMA provides brand, marketing, and reputation consulting services, including brand perception and market research, brand strategy and identity, marketing strategy and advisory, digital presence, PR and reputation management, and executive and leadership branding. The specific scope, timeline, and deliverables for each engagement will be defined in a separate Statement of Work ("SOW") agreed upon by both parties before work begins.
Consultations
Initial consultations are offered at no charge and do not create a binding agreement for services. No consulting relationship is established until a signed SOW is in place.
Deliverables
All deliverables, timelines, and milestones will be outlined in the applicable SOW. We will use commercially reasonable efforts to meet agreed timelines, though dates are estimates and not guarantees unless explicitly stated otherwise.
Engagement Terms
Brand Perception Audit
Brand Perception Audit engagements are fixed-term, typically running for 4 to 6 weeks. The engagement begins on the date specified in the SOW and concludes upon delivery of the final findings report and recommendations. Early termination by the client does not entitle the client to a refund of fees already paid.
Reputation Monitoring Retainer
Reputation Monitoring Retainer engagements operate on a monthly basis with a minimum initial commitment of three (3) months. After the initial commitment period, either party may terminate with 30 days' written notice. Fees are billed monthly in advance.
Custom Partnerships
Custom Partnerships are scoped individually. All terms, including duration, services, deliverables, fees, and termination provisions, will be defined in the applicable SOW.
Fees and Payment
Payment Terms
All fees are as stated in the applicable SOW and are in Canadian dollars unless otherwise agreed. Fees do not include applicable taxes, such as HST, which will be added to invoices. Unless otherwise agreed, invoices are due within 14 days of receipt. Late payments may incur interest of 1.5% per month (18% per year) on the outstanding balance. We reserve the right to pause work on any engagement with payments overdue by more than 30 days.
Expenses
Any travel, media monitoring tools, research panels, advertising, or other third-party expenses required for the engagement will be approved by the client in writing before they are incurred. Approved expenses will be invoiced separately at cost.
Fee Adjustments
For ongoing engagements, we reserve the right to adjust fees with 60 days' written notice. Adjusted fees will apply to the next billing cycle following the notice period.
Intellectual Property
Client Ownership
Upon full payment, the client owns all deliverables created specifically for their engagement, including research reports, brand strategies, messaging, brand guidelines, and recommendations outlined in the SOW.
ANAMA Retained Rights
ANAMA retains ownership of all pre-existing intellectual property, proprietary frameworks, research methods, tools, and templates used to deliver our services. The client receives a non-exclusive, non-transferable licence to use these materials for its internal business purposes.
Client References
ANAMA respects that reputation work is sensitive. We will not name a client, publish details of an engagement, or use client materials in our marketing without the client's prior written consent.
Confidentiality
Mutual Obligations
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement. This includes business strategies, financial data, customer information, research findings, crisis and media matters, internal processes, and any materials marked as confidential. These obligations survive the end of the engagement for a period of two years.
Exceptions
Confidentiality obligations do not apply to information that is publicly available, independently developed, received from a third party without restriction, or required to be disclosed by law.
Warranties and Limitations
Service Warranty
We warrant that our services will be performed in a professional manner consistent with generally accepted industry standards. We do not guarantee specific business outcomes, media coverage, sentiment scores, or public reactions. Our services are advisory in nature, and the implementation of recommendations is at the client's sole discretion and risk.
Limitation of Liability
To the maximum extent permitted by law, ANAMA's total liability for any claims arising from or related to an engagement shall not exceed the total fees paid by the client for that specific engagement in the 12 months preceding the claim. In no event shall ANAMA be liable for any indirect, incidental, consequential, or punitive damages.
Termination
Termination for Cause
Either party may terminate an engagement immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to fix the breach within 15 days of receiving written notice.
Effect of Termination
Upon termination, the client shall pay for all services performed and expenses incurred up to the date of termination. ANAMA will deliver all completed and in-progress deliverables upon receipt of final payment. Sections relating to intellectual property, confidentiality, limitation of liability, and governing law survive termination.
General Provisions
Independent Contractor
ANAMA operates as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between ANAMA and the client.
Governing Law
These Terms shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict of law principles. Any disputes shall be resolved exclusively in the courts located in Toronto, Ontario.
Amendments
We may update these Terms from time to time. Material changes will be communicated by email or through our website. Continued use of our services after changes take effect constitutes acceptance of the revised Terms.
Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
Contact
For questions about these Terms, please contact us at info@anama.ca.