Effective date: January 1, 2020
These Terms of Service (the “Terms”) govern the professional services provided by RavenQuest Consulting (“RavenQuest,” “we,” “us,” or “our”) to a client (“Client,” “you,” or “your”).
RavenQuest provides administrative, research, bookkeeping, transcription, minute-taking, copyediting, proposal and technical-report preparation, evaluation support, community-engagement support, financial administration, and related general consulting services.
These Terms, together with any accepted proposal, scope of work, engagement letter, quote, invoice, written instructions, or other written agreement between RavenQuest and the Client (collectively, the “Agreement”), govern the services.
If there is a conflict between these Terms and a signed engagement letter or statement of work, the signed engagement letter or statement of work prevails to the extent of the conflict.
The Client accepts the Agreement by any of the following:
RavenQuest will perform only the services expressly agreed in writing.
Unless expressly included in a signed written engagement letter, RavenQuest does not provide legal, tax, accounting, audit, review, assurance, investment, financial-planning, payroll-remittance, regulatory-compliance, or other regulated professional services.
The Client is responsible for obtaining independent advice from an appropriately qualified lawyer, Chartered Professional Accountant, tax professional, investment professional, or other advisor where required.
No communication, report, deliverable, bookkeeping entry, research result, comment, template, or other material provided by RavenQuest is legal advice, tax advice, accounting assurance, an audit opinion, an assurance engagement, or a guarantee of regulatory compliance unless RavenQuest expressly states otherwise in a written agreement signed by an authorized representative of RavenQuest.
RavenQuest will use reasonable professional efforts to provide the services within the agreed scope.
Except where expressly stated otherwise in a written agreement, all services are provided on a best-efforts basis. RavenQuest does not guarantee a particular outcome, result, approval, grant, funding decision, tax outcome, financial result, business result, deadline, or other objective.
The Client acknowledges that administrative, research, transcription, bookkeeping, data-entry, and consulting services may involve human judgment, interpretation, incomplete information, communication limitations, software limitations, third-party system issues, and the possibility of mistakes, omissions, delays, or inaccuracies.
The Client is solely responsible for ensuring that all information, records, documents, source materials, approvals, instructions, authorizations, access credentials, and representations provided to RavenQuest are complete, accurate, current, lawful, and timely.
The Client must:
RavenQuest may rely on information and instructions supplied by the Client or by a person who RavenQuest reasonably believes is authorized to act for the Client. RavenQuest is not required to independently verify information, instructions, source documents, authorizations, account balances, transactions, or representations unless verification is expressly included in the agreed scope of services.
The Client must promptly review all deliverables, including financial reports, transaction entries, reconciliations, minutes, transcripts, research outputs, proposals, and technical documents.
Unless otherwise agreed in writing, a deliverable is deemed accepted if the Client:
If RavenQuest receives a timely written notice identifying a specific error attributable to RavenQuest, RavenQuest may, at its discretion, correct or revise the affected portion of the deliverable. Subject to applicable law, correction or revision is the Client’s exclusive remedy for such an error.
The Client must pay the fees, taxes, and approved expenses set out in the applicable proposal, statement of work, engagement letter, invoice, or other written agreement.
Unless otherwise stated in writing:
This section applies whenever RavenQuest performs bookkeeping, bookkeeping support, financial administration, data-entry, reconciliation, accounts-payable or accounts-receivable support, or related financial-record services.
RavenQuest’s bookkeeping services are limited to the agreed administrative and data-processing tasks, which may include entering, organizing, categorizing, reconciling, formatting, and summarizing financial information provided by or on behalf of the Client.
Unless expressly agreed, RavenQuest does not perform:
The Client remains solely responsible for:
RavenQuest may enter, organize, reconcile, or summarize data provided by the Client without independently confirming whether a transaction occurred, was properly authorized, was correctly described, was correctly classified, is legitimate, is tax-deductible, is subject to tax, or should be included in the Client’s records.
If the Client supplies incomplete, inaccurate, late, misleading, unauthorized, illegible, or missing information, RavenQuest’s resulting records, reports, reconciliations, and outputs may be incomplete or inaccurate. RavenQuest is not responsible for resulting errors, omissions, penalties, interest, reassessments, missed remittances, missed filings, missed deadlines, financial loss, tax consequences, or other losses, except to the extent liability cannot legally be excluded.
Bookkeeping performed by RavenQuest is not an audit, review, assurance engagement, compilation engagement, certification, opinion, or verification of the Client’s financial information.
A reconciliation performed by RavenQuest does not confirm that transactions are complete, accurate, authorized, lawful, properly classified, free from fraud, or correctly treated for accounting or tax purposes.
RavenQuest makes no representation, warranty, or guarantee regarding:
The Client must have a qualified accountant, tax professional, or other appropriate advisor review the Client’s records before relying on them for tax filings, financial statements, financing, grant applications, regulatory filings, business decisions, or any other material purpose.
If RavenQuest is granted access to accounting software, banking portals, payment platforms, payroll systems, or other financial systems, the Client remains responsible for:
Unless expressly agreed in writing, RavenQuest will not have authority to approve, release, initiate, or authorize payments, transfers, loans, payroll, remittances, tax filings, or other financial transactions on behalf of the Client.
To the fullest extent permitted by applicable law, the services and all deliverables are provided on an “as is” and “as available” basis.
RavenQuest disclaims all warranties, conditions, guarantees, and representations, whether express, implied, statutory, collateral, or otherwise, including implied warranties or conditions of merchantability, fitness for a particular purpose, accuracy, completeness, reliability, timeliness, availability, non-infringement, satisfactory quality, and suitability for the Client’s intended use.
Without limiting the above, RavenQuest does not warrant, represent, or guarantee that:
Nothing in these Terms excludes, limits, or waives a warranty, condition, right, remedy, or liability that cannot lawfully be excluded, limited, or waived.
To the fullest extent permitted by applicable law, RavenQuest and its owners, directors, officers, employees, contractors, agents, and service providers will not be liable for any indirect, incidental, special, exemplary, punitive, aggravated, or consequential loss or damage, including loss of profits, revenue, income, business opportunity, grant funding, anticipated savings, data, records, goodwill, reputation, or business interruption.
Without limiting the preceding paragraph, RavenQuest will not be liable for tax penalties, interest, reassessments, missed filings, missed remittances, payroll liabilities, reporting consequences, regulatory penalties, funding consequences, or third-party claims arising from:
To the fullest extent permitted by applicable law, RavenQuest’s total aggregate liability arising from or relating to the services, the Agreement, or any related claim will not exceed the fees actually paid by the Client to RavenQuest for the specific services giving rise to the claim during the three months immediately preceding the event giving rise to the claim.
This limitation applies regardless of the form of action or legal theory, including contract, negligence, misrepresentation, statute, or otherwise.
Nothing in this section excludes or limits liability that cannot lawfully be excluded or limited, including liability arising from RavenQuest’s intentional misconduct or other liability that applicable law does not permit RavenQuest to limit.
To the fullest extent permitted by applicable law, the Client will indemnify and hold harmless RavenQuest and its owners, directors, officers, employees, contractors, agents, and service providers from any third-party claims, liabilities, penalties, losses, damages, costs, and reasonable legal expenses arising from or relating to:
This section does not apply to the extent a court of competent jurisdiction finally determines that a claim resulted directly from RavenQuest’s intentional misconduct or other conduct for which indemnification cannot lawfully be required.
RavenQuest will use reasonable administrative, technical, and organizational safeguards appropriate to the nature of the information in its possession to protect Client confidential information from unauthorized access, use, disclosure, loss, or destruction.
RavenQuest may use and disclose Client confidential information only as reasonably necessary to provide the services, administer the engagement, collect payment, comply with legal obligations, or protect RavenQuest’s legal rights.
Confidential information does not include information that RavenQuest can show:
The Client acknowledges that no electronic communication, cloud-storage platform, software application, or internet-based service can be guaranteed completely secure.
RavenQuest may collect, use, retain, and disclose personal information only as reasonably necessary to provide services, communicate with the Client, manage the client relationship, process payment, meet legal obligations, and protect RavenQuest’s legal rights.
The Client represents and warrants that it has the lawful authority, including any necessary notice and consent, to provide personal information to RavenQuest for these purposes.
For personal information handled in British Columbia, RavenQuest will comply with applicable BC private-sector privacy obligations. For personal information handled in Yukon, or personal information collected, used, or disclosed across provincial or national borders in commercial activities, RavenQuest will comply with applicable PIPEDA obligations. PIPEDA requires such organizations to address accountability, consent, limited collection, limited use/disclosure/retention, accuracy, safeguards, openness, individual access, and compliance concerns.
Where RavenQuest provides services to a Yukon public body, First Nation government, or another entity subject to public-sector privacy, records-management, information-access, or data-residency requirements, the parties must enter into any additional privacy, confidentiality, security, records-management, or information-management terms required for that engagement. Yukon’s Access to Information and Protection of Privacy Act includes rules for public bodies respecting the collection, use, disclosure, safeguarding, and breach response for personal information.
RavenQuest may use third-party platforms, software, cloud-storage providers, communications services, accounting systems, transcription tools, payment processors, or other vendors in providing services.
The Client acknowledges that third-party services are outside RavenQuest’s direct control. RavenQuest is not responsible for a third party’s availability, security, policies, conduct, data loss, service interruption, technical defect, integration failure, or error.
The Client retains ownership of materials and information supplied by the Client.
RavenQuest retains ownership of its pre-existing templates, systems, methods, processes, know-how, research tools, forms, checklists, and materials developed independently of the specific engagement.
Once the Client has paid all amounts due, RavenQuest grants the Client a non-exclusive, non-transferable licence to use the final deliverables created specifically for the Client for the Client’s internal purposes. The Client may not resell, sublicense, publish, reproduce, or commercially distribute RavenQuest’s proprietary templates or materials without RavenQuest’s written consent.
Deliverables are prepared solely for the Client’s use and benefit. No person other than the Client may rely on any deliverable unless RavenQuest gives prior written consent.
The Client must not represent to a third party that RavenQuest has audited, verified, certified, approved, guaranteed, or otherwise assured the accuracy, completeness, legality, tax treatment, or financial reliability of any deliverable unless RavenQuest has expressly agreed in writing.
Any service requested outside the agreed scope may require revised fees, timelines, assumptions, and terms.
RavenQuest is not required to begin work outside the agreed scope until the revised scope is confirmed in writing. An email confirmation is sufficient unless the parties agree otherwise.
Either party may terminate an engagement by giving 30 business days’ written notice, unless an engagement letter provides otherwise.
RavenQuest may suspend or terminate services immediately on written notice where RavenQuest reasonably believes that:
Upon termination, the Client must promptly pay all fees and approved expenses incurred up to the termination date.
RavenQuest is not liable for delay or failure to perform caused by circumstances beyond its reasonable control, including illness, injury, natural disaster, wildfire, flood, severe weather, labour disruption, war, civil unrest, public-health emergency, government action, internet or power interruption, cyber incident, third-party service failure, or other similar event.
For services principally performed for or delivered to a Client in British Columbia, the Agreement is governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia.
For services principally performed for or delivered to a Client in Yukon, the Agreement is governed by the laws of Yukon and the federal laws of Canada applicable in Yukon.
Subject to any non-waivable statutory rights and the jurisdiction of any tribunal or court that has authority under applicable law, the parties attorn to the exclusive jurisdiction of the courts of the applicable province or territory identified above.
Nothing in these Terms limits a Client’s rights or remedies that cannot lawfully be limited. In particular, where a BC engagement is a consumer transaction, these Terms must be read subject to the Business Practices and Consumer Protection Act, including its rules concerning consumer protections and applicable contract disclosures and cancellation rights.
Nothing in these Terms is intended to exclude, waive, or limit rights, protections, remedies, disclosure obligations, or cancellation rights that cannot lawfully be excluded, waived, or limited.
If the Client is a consumer and an engagement is governed by consumer-protection legislation, RavenQuest will provide any disclosures, notices, copies of agreements, and cancellation information required by applicable law.
If a court or tribunal finds any provision of these Terms invalid or unenforceable, that provision will be severed or limited only to the minimum extent necessary, and the remainder will remain in effect.
A waiver is effective only if in writing and signed by the party giving it. Failure to enforce a right does not waive that right.
The Client may not assign the Agreement without RavenQuest’s prior written consent. RavenQuest may use employees, contractors, or subcontractors to provide services, while remaining responsible for the delivery of the agreed services.
These Terms and the applicable engagement documents constitute the entire agreement between RavenQuest and the Client concerning the services.
RavenQuest Consulting
Email: info@RavenQuest.ca