Terms and Conditions

Last updated: August 11, 2026 · Version: 2.0

1. Who we are

This website, https://u-topicmarketing.com (the “Website”), is operated by Scale On Solutions Inc., a Canadian federal corporation (Corporation Number 1795413-1, Business Number 713103430), doing business as U-Topic Marketing, with its address at 225 Sumach Street, Toronto, Ontario M5A 0P8, Canada.

In these Terms, “we”, “us”, “our” and “U-Topic” refer to Scale On Solutions Inc. “You” and “User” refer to anyone accessing the Website or engaging our services.

2. Acceptance

By accessing the Website you agree to these Terms and Conditions and to our Privacy Policy. If you do not agree with any part, please do not use the Website.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind it.

3. What we offer

U-Topic Marketing provides professional services in digital marketing consulting, strategic positioning, AI automation, content creation, training and sales strategy, directed primarily at organizations and institutions.

The Website is informational. It allows you to learn about our services, request an introductory call, book meetings and, where applicable, purchase services online.

The specific scope, deliverables, timelines and price of each service are set out in the corresponding commercial proposal or services agreement. Nothing on the Website constitutes a binding offer.

4. Relationship between these Terms and a services agreement

These Terms govern use of the Website and establish the general framework of the relationship.

Where we sign a commercial proposal, statement of work or services agreement, that document prevails over these Terms to the extent of any conflict, in respect of the service it governs. Otherwise both apply on a complementary basis.

5. Eligibility

To engage our services you must be at least 18 years of age and legally capable of entering into binding contracts. Our services are directed at businesses, professionals and institutions, not at individual consumers for personal use.

6. Pricing, payment and taxes

  • Unless expressly stated otherwise, all prices are in Canadian dollars (CAD).
  • Applicable taxes are added to listed prices, including Ontario HST (13%) where applicable.
  • Payment terms (deposit, milestones, monthly retainer) are specified in each proposal.
  • Card payments are processed through Stripe. We do not store card data.
  • Invoices are due 15 days from issuance unless otherwise agreed.
  • Overdue invoices accrue interest at 1.5% per month (19.56% per annum) on the outstanding balance.
  • We may suspend services while invoices remain outstanding for more than 30 days, on prior written notice.

7. Cancellation and refunds

Consulting and retainer services. Either party may terminate on 30 days’ written notice. Work performed up to the effective termination date is invoiced. Deposits attributable to work not performed are refunded.

Fixed-price projects. If you cancel after the project has started, we invoice the proportionate value of work performed plus any costs committed to third parties. The initial deposit is non-refundable, as it reserves schedule capacity.

Individual sessions and training. Rescheduling with more than 48 hours’ notice is free of charge. Cancellations with less than 24 hours’ notice, or non-attendance, are invoiced in full.

Downloadable digital products. By their nature these are non-refundable once access has been delivered, except where the product is defective.

Nothing in this section limits any rights granted to you on a mandatory basis by Ontario’s Consumer Protection Act, 2002 where you act as a consumer.

8. Your obligations as a client

So that we can do the work, you agree to:

  • Provide information, access, materials and approvals promptly and accurately
  • Designate a point of contact with decision-making authority
  • Respond to review or approval requests within agreed timeframes
  • Hold the necessary rights in all material you provide to us
  • Comply with regulation applicable to your sector in respect of actions we carry out on your behalf

Delays attributable to the absence of these items are not our responsibility and may shift delivery dates.

9. Intellectual property

Ours. All Website content — text, images, logos, graphics, design, code — and the SCALE AI™ methodology, together with our templates, frameworks, tools, processes and training materials, are owned by Scale On Solutions Inc. or its licensors and are protected by Canadian and international intellectual property law.

Reproduction, distribution, modification, reverse engineering or public communication without prior written authorization is prohibited, other than personal, non-commercial use in the course of normal browsing.

Yours. Content, trademarks, data and materials you provide remain yours. You grant us a non-exclusive, limited, revocable licence to use them solely to deliver the contracted services.

Deliverables. Once a service has been paid in full, we transfer to you the rights of use in the final deliverables specifically created for you (content pieces, documented strategies, configurations). We retain ownership of our methodologies, base templates, tools and pre-existing or generally developed know-how, which are not included in that transfer.

Portfolio. Unless you tell us otherwise in writing, we may name your organization as a client and display non-confidential work in our portfolio and marketing materials.

10. Artificial intelligence and automation services

Part of our work involves designing, configuring and deploying AI and automation systems. You should understand the following:

  • AI systems produce probabilistic, not deterministic, results. They can generate information that is incorrect, out of date or contextually inappropriate.
  • All AI-generated output requires human review before publication or operational use. We do not warrant the accuracy, completeness or fitness for a particular purpose of that output.
  • You are responsible for the review, approval and ultimate use of content and decisions derived from these systems within your organization.
  • Systems we configure may depend on third-party platforms. Changes to their pricing, terms, APIs or availability may affect operation, and we are not liable for them.
  • By using our AI services you additionally accept the terms of the underlying platforms.
  • Where a system processes personal information, it is your responsibility to ensure there is a lawful basis for doing so and that affected individuals are informed.

We will tell you transparently when and how AI is used in the work we deliver.

11. Confidentiality

Both parties agree to keep confidential any non-public information accessed in the course of the relationship, to use it only for the purposes of the service, and to protect it with the same care applied to their own confidential information.

This obligation survives for three years after the end of the relationship, and indefinitely in respect of trade secrets.

Information is not confidential where it is public, was already lawfully known to the receiving party, is received from a third party without restriction, or where disclosure is required by law (in which case the other party will be notified where possible).

12. Personal information

Where we process personal information on your behalf, we do so in accordance with PIPEDA and our Privacy Policy, and only on your documented instructions.

Where a service involves systematic processing of third-party personal information, we will enter into a specific data processing agreement.

We will notify you of any security incident affecting your information without undue delay.

13. Acceptable use of the Website

You agree to use the Website diligently, properly and lawfully. In particular, you may not:

  • Damage, overload, disable or compromise the Website or its servers
  • Gain unauthorized access to restricted areas, accounts or systems
  • Use bots, scrapers or automated extraction tools without our written permission
  • Introduce malicious code, viruses or any harmful element
  • Impersonate others or misrepresent your affiliation with an organization
  • Use the Website to send unsolicited communications or for unlawful purposes
  • Infringe intellectual property rights, ours or those of third parties

We may suspend or block access for anyone breaching these conditions, without prejudice to any legal action available to us.

The Website contains links to third-party sites and integrates with external platforms (Calendly, Stripe, HubSpot, Kit, Shopify, Meta, YouTube, among others).

We do not control those services and are not responsible for their content, availability, privacy policies or practices. Inclusion of a link does not imply endorsement. Your use of those platforms is governed by their own terms.

15. Disclaimer of warranties

The Website is provided “as is” and “as available”. We make reasonable efforts to keep its information accurate and current, but we do not warrant that it is complete, that the Website will be error-free or uninterrupted, or that its servers are free of harmful components.

To the fullest extent permitted by applicable law, we disclaim all implied warranties of merchantability, fitness for a particular purpose and non-infringement.

In respect of professional services, we warrant that they will be performed with the care, skill and quality reasonably expected of a professional in the field. We do not guarantee specific commercial results, as these depend on factors outside our control: market conditions, competition, the client’s internal execution, platform changes and economic circumstances.

16. Limitation of liability

To the fullest extent permitted by law:

  • We are not liable for indirect, incidental, special, consequential or punitive damages, including lost profits, lost revenue, loss of data, loss of business opportunity or reputational harm, even if advised of the possibility.
  • Our total aggregate liability arising out of or relating to the services will not exceed the amount actually paid by you to U-Topic during the twelve (12) months preceding the event giving rise to the claim.
  • In respect of Website use absent a contractual relationship, our total liability will not exceed one hundred Canadian dollars (CAD $100).

These limits do not apply to wilful misconduct, fraud, gross negligence, death or personal injury caused by our negligence, or to any liability that applicable law does not permit to be excluded or limited. Nor do they limit mandatory rights granted to you under Ontario’s Consumer Protection Act, 2002 where you act as a consumer.

17. Indemnity

You agree to indemnify and hold us harmless against claims, damages, losses and reasonable expenses (including legal fees) arising from: your breach of these Terms; unlawful use of the Website; infringement of third-party rights through materials you provide to us; or your use of deliverables contrary to our guidance or to law.

18. Force majeure

Neither party is liable for failure to perform due to causes beyond its reasonable control: natural disasters, pandemics, war, acts of authority, strikes, widespread failures of internet, telecommunications or essential third-party services. The affected party will notify the other without delay and obligations are suspended for the duration.

19. Termination

We may suspend or terminate your access to the Website at any time if you breach these Terms.

Sections that by their nature should survive termination — intellectual property, confidentiality, limitation of liability, indemnity, governing law and dispute resolution — will continue in effect.

20. Changes

We may amend these Terms at any time. The revised version will be posted on this page with a new date and version number and takes effect on publication.

Where a change is material and affects services you have contracted, we will notify you by email at least 30 days in advance. Continued use of the Website after the effective date constitutes acceptance.

21. Governing law and jurisdiction

These Terms and Conditions are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to conflict of laws principles.

You agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, for any dispute arising out of or relating to these Terms, the Website or our services.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. Dispute resolution

Before commencing legal proceedings, the parties agree to attempt in good faith to resolve the dispute through direct negotiation for thirty (30) days from written notice of the dispute.

Failing agreement, either party may propose mediation in Toronto, Ontario, before a mutually appointed mediator, with costs shared equally. This clause does not prevent either party from seeking urgent injunctive relief from the courts.

23. General provisions

Severability. If a court finds any provision void or unenforceable, the remainder stays in full force and the affected provision will be construed as closely as possible to its original intent.

No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

Entire agreement. These Terms, together with the Privacy Policy, Cookie Policy, Legal Notice and any signed services agreement, constitute the entire agreement between the parties and supersede prior understandings on the same subject matter.

Assignment. You may not assign your rights or obligations without our written consent. We may assign ours in connection with a merger, acquisition or sale of assets, on notice to you.

Relationship of the parties. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship. We act as an independent contractor.

Languages. These Terms are published in Spanish and English. In the event of any discrepancy between versions, the English version prevails, as the language of the governing jurisdiction.

Notices. Notices are given by email to gflores@u-topicmarketing.com and to the address you have provided, or in writing to the addresses stated.

24. Contact

Scale On Solutions Inc. (U-Topic Marketing) 225 Sumach Street, Toronto, Ontario M5A 0P8, Canada gflores@u-topicmarketing.com

Related documents: Privacy Policy · Cookie Policy · Legal Notice