Terms of Service

These Terms of Service (the “Terms”) govern your use of the Clariva website and the professional services we provide. Please read them before placing an order.

1. Who we are

“Clariva”, “we”, “us” and “our” mean the consulting practice carried on under the business name Clariva as a sole proprietorship by Artur Podgornyi in Nanaimo, British Columbia, Canada, registered with BC Registries under firm registration number FM1115647. “You” and “Client” mean the person or business that orders services or uses this website. You can reach us at info@clarivagroups.ca; the full registered address is set out on your Engagement Confirmation and on every invoice.

In these Terms: an “Engagement” is a specific piece of work you order; a “Deliverable” is a document, model, report, dashboard or file we produce for you under an Engagement; and an “Engagement Confirmation” is the email, proposal or order form in which we confirm the scope, price, timeline and inclusions of your Engagement.

2. How an agreement is formed

• Prices and package contents on this website are an invitation to order, not a binding offer. An agreement forms when we issue an Engagement Confirmation and you accept it in writing or pay the deposit or fee for it.
• If the Engagement Confirmation conflicts with these Terms, the Engagement Confirmation governs for that Engagement. If either conflicts with a signed engagement letter or non-disclosure agreement, the signed document governs.
• The version of these Terms in force on the date of your Engagement Confirmation applies to that Engagement for its duration.
• You agree that we may transact and communicate with you electronically, and that emails, order forms and electronic acceptances have the same effect as signed paper documents.
• We may decline or discontinue an Engagement where there is a conflict of interest, where information provided is materially inaccurate, where the intended use appears unlawful or misleading, or where the working relationship has broken down. You then pay only for work performed to that point.

3. The services

Clariva runs three practices. The scope that applies to you is always the one stated in your Engagement Confirmation.

• Business plans and financial models – Plan Check, Financial Model, Business Plan, Business Plan + Live Model, Funded Package, and add-ons such as pitch decks, Results of Analysis reports (section 5) and INVESTOR/BANK reformats. Current contents and prices: business plan pricing.
• Marketing strategy – the complimentary First Look, the Growth Snapshot, the Growth Audit and the Growth Advisory retainer. Current contents and prices: marketing pricing.
• Websites and digital presence – the Digital Checkup, Site Build / Rebuild in its fixed sizes, Brand Kit, Feature Packs, and the Site Care, Clariva Care and Visibility Care subscriptions. Current contents and prices: studio pricing.
• Ongoing services – Model Care, Site Care, Clariva Care, Visibility Care and Growth Advisory, which are also subject to section 11.

Complimentary work. The First Look and any introductory call are free, create no Engagement and no obligation on either side, and consist of general observations rather than advice you should rely on. Availability is limited and we may decline or reschedule.

File formats. Editable models are delivered as Microsoft Excel workbooks (.xlsx) and need a licensed, current version of Excel. Other spreadsheet applications may not fully support the formulas, structure or formatting, and we do not warrant behaviour outside Excel. Written Deliverables are delivered as PDF unless the Engagement Confirmation says otherwise.

Your own copies. Keep your own copies of Deliverables. We are not a document archive – how long we hold engagement files is set out in our retention schedule.

4. What our work is – and is not

• Deliverables are analytical and planning tools, built from the information you provide and from assumptions stated on the face of the Deliverable.
• Financial projections are future-oriented financial information: estimates, not guarantees. Actual results will differ, often materially, and depend on your execution, your market, and conditions outside anyone's control. We do not warrant that any projection, scenario, break-even point, debt-service coverage ratio or valuation will be achieved.
• Once you confirm the assumptions at delivery, those assumptions are yours, and any use you make of the Deliverable is your decision.
• Financial statements and forecasts within a Deliverable are unaudited. They are not an audit, review, compilation or any other assurance engagement, and they are not prepared under CPA Canada assurance standards.
• Formatting a plan or model to lender standards improves the quality of an application. It does not guarantee approval. Credit decisions – including under the Canada Small Business Financing Program, Futurpreneur or any other program – rest solely with the lender and the administering authority.
• Market data, benchmarks and macroeconomic inputs come from public and third-party sources we believe to be reliable. We cite them; we do not independently verify or warrant them, and they remain subject to their owners' terms.
• We do not audit the information you give us. We are entitled to rely on it as complete and accurate.
• No duty to update. A Deliverable speaks as at the date it is delivered. We have no obligation to update it for events, data, or changes in rates, law or markets after that date, unless an update is part of a package you have ordered – a Day-90 refresh, Model Care – or you order one under section 9.

5. Regulated advice we do not give

• Not accounting, audit or tax advice. Clariva is not a CPA firm and does not provide bookkeeping, assurance, or tax planning, filing or opinion services.
• Not legal advice. Nothing we produce is legal advice, and no solicitor-client relationship arises from an Engagement.
• Not securities or investment advice. Clariva is not registered as a dealer, adviser or investment fund manager under the Securities Act (British Columbia) or any other securities legislation, and does not advise on investing in, buying or selling securities. A Deliverable is not an offering memorandum, prospectus, exempt-offering document, fairness opinion, or a solicitation of an investment. If you use a Deliverable to raise capital, you are responsible for complying with applicable securities laws and should retain legal counsel.
• Valuation work. Any valuation we perform is an advisory estimate for management, planning or negotiation purposes. It is not a Valuation Report prepared by a Chartered Business Valuator under CICBV standards, and it must not be used for tax filings, financial-statement fair-value reporting, litigation, family-law or court purposes.
• Where these matters arise, engage the appropriate licensed professional. We are glad to work alongside your accountant, lawyer or broker.

6. Your responsibilities

• Provide accurate, complete and current information at intake and during the Engagement. A Deliverable is only as sound as its inputs.
• Respond to questions within a reasonable time. Most timelines depend on it.
• Confirm that you have the right to share every dataset you send us, and that any personal information in it – a customer, booking or point-of-sale export, for example – was collected lawfully and may be disclosed to us and processed for the Engagement. Where a de-identified export will do the job, send that instead; see our Privacy Policy.
• Review each Deliverable and confirm that its scope, structure and assumptions reflect your business before you give it to a bank, investor, partner or anyone else.
• Make your own business, financing and legal decisions, and obtain independent professional advice where appropriate.
• Use Deliverables lawfully and honestly. Do not alter a Deliverable and present the altered version as Clariva's work, and do not use our name or work to support a statement you know to be untrue.

7. Fees, taxes and payment

• Prices are in Canadian dollars and are one-time fees for the stated scope, unless the package is identified as recurring (section 11).
• Prices are exclusive of applicable taxes (GST and any other applicable sales tax), which are added where the law requires.
• Payment schedule. Plan Check, Digital Checkup, Financial Model and Growth Snapshot are payable in full in advance. Packages priced at CA$2,290 and above, the Growth Audit, and a Site Build / Rebuild in any size are 50% on start and 50% on delivery (for a site, at launch), unless agreed otherwise in writing.
• Work begins once the deposit or prepayment is received and the intake is complete. Final Deliverables are released when the balance is paid.
• Accepted payment methods are stated on your invoice. Transaction, currency-conversion and reversal fees charged by your own payment provider are yours.
• Late payment. Invoices are due on receipt unless stated otherwise. Overdue amounts bear interest at 1.5% per month (19.56% per year, compounded monthly) from the due date until paid. We may pause work on an overdue account after giving you notice.
• Chargebacks. If you have a concern, raise it with us first – section 10 exists for exactly that. Starting a chargeback without first using the guarantee process is a breach of these Terms.
• Launch pricing applies at the price shown on the date of your Engagement Confirmation. It is not retroactive and does not carry over to future Engagements.

8. Credits and bundles

• The fee for either of our CA$490 diagnostics – a Plan Check or a Digital Checkup – is credited in full against any Engagement in any of our three practices, ordered within 60 days of delivery. The fee for a Financial Model is credited in full against any Business Plan package ordered within 60 days of delivery.
• A credit applies once, to a single subsequent Engagement. It is not transferable to another person or business, has no cash value, and is not refundable in cash under section 10 or otherwise.
• Bundle pricing applies when both components are ordered together in one Engagement Confirmation and produced from a single intake. If you cancel one component after work has begun, the remaining component reverts to its standalone price.

9. Revisions and change requests

• Included revisions. Each package includes the revision rounds stated in its description – generally two, to be requested within 30 days of delivery. A round means one consolidated set of comments, addressed and re-issued.
• Included revisions cover corrections and adjustments within the agreed scope. They do not cover new scope: a new business line, a restructured model, additional scenarios, or a change of purpose.
• Lender-requested revisions. For the Business Plan and Business Plan + Live Model packages, changes a lender requests in connection with the same financing application for the same business are made at no charge for 30 days after delivery. For the Funded Package, at no charge until a decision is issued on that application. This does not extend to a new application, a different program or lender, or changes to the business itself.
• Paid changes. Anything else is quoted from our published change menu (updating assumptions or actuals, a new scenario or sensitivity, a structural rebuild) or at our hourly rate. We give you an estimate and get your written approval before starting paid work.
• Revision and guarantee windows run from the date a Deliverable is sent to you, not from the date you open it.

10. Guarantees and refunds

Each practice carries its own guarantee. These are the exclusive contractual remedies for dissatisfaction with a Deliverable, and they sit alongside – and do not limit – rights you have under law.

10.1 Business plans and financial models – 14-day conformity guarantee

If a finished Deliverable does not meet what we agreed in your Engagement Confirmation and intake – its structure, its scope, its bank-ready formatting – tell us within 14 days of delivery and describe what does not match. We will put it right under your revision round. If it still does not meet the agreed standard, you receive a full refund of the fees paid for that Deliverable.

The guarantee covers work that does not meet the agreed standard. It is not a change-of-mind refund once a Deliverable is built to specification, and it does not apply where the concern arises from information you supplied that was inaccurate or incomplete, from a lender's or investor's decision, from results differing from a projection, or from a change in your plans after delivery.

10.2 Growth reports – week-one gate on the audit, and 14 days after delivery

The first week of a Growth Audit is the segmentation of your own client data. If at the end of that week either of us concludes that the engagement will not produce value worth the fee, either of us may stop there: the remaining 50% balance is not payable and you keep the week-one segmentation output. The initial 50% pays for the week of analytical work performed and is not refunded.

If the audit runs to completion and you decide the finished report was not worth the fee, tell us within 14 days of delivery and we refund the fee in full, the initial 50% included. You do not have to give a reason. On refund, section 10.5 applies: the licence in section 14 ends and you stop using the report and delete your copies.

This no-reason refund is available once per client. A subsequent Growth Audit for the same person or business carries the conformity guarantee in section 10.1 instead: we put right what does not meet the agreed scope, and refund only if it still does not.

The Growth Snapshot is payable in full in advance and has no week-one gate, because the whole engagement is shorter than one week. It carries the same no-reason refund: tell us within 14 days of delivery that the report was not worth the fee and we refund it in full, once per client, on the terms in the paragraph above.

10.3 Site builds and rebuilds – blueprint gate, and 14 days after launch

A Site Build or Rebuild begins with a blueprint: the sitemap, wireframe and copy outline. Design work does not start until you approve it in writing. If we cannot agree on the blueprint, either of us may stop there: no further fee is payable beyond the Digital Checkup, and any build deposit already paid is refunded in full.

Once approved, the blueprint is what the finished site is measured against, and the build size agreed with it fixes the fee. If the launched site does not deliver the approved blueprint, tell us within 14 days of launch and describe what does not match. We will put it right under your revision round. If it still does not deliver the approved blueprint, you receive a full refund of the build fee.

As with section 10.1, this covers work that does not meet the agreed standard. It is not a change-of-mind refund once a site is built to the approved blueprint, and it does not apply to a change of direction after approval, to content or assets you supplied, to search-ranking or traffic outcomes, or to a third-party service the site depends on. Your domain, hosting and accounts are registered in your name from the outset and remain yours in every case, refund or not.

10.4 Day-90 results check

Where a package includes a Day-90 results check, it is free and consists of reviewing actual results against the plan or, for a site build, against the conversion baseline recorded at launch. It is a measurement exercise, not a guarantee of results.

10.5 How refunds are issued

Approved refunds are issued to the original payment method – or by e-Transfer where that is not possible – within 10 business days of approval. Where a Deliverable is refunded, the licence in section 14 ends, and you agree to stop using and to delete that Deliverable and its copies.

11. Recurring services

• Model Care, Site Care, Visibility Care and the combined Clariva Care subscription are billed at the monthly rate shown when you order, invoiced quarterly in advance. Either party may cancel on 30 days' written notice, effective at the end of the current paid quarter. Fees for the current quarter are not refundable except where we fail to provide the service. Unused quarterly items – including unused content-change hours – do not roll forward. Clariva Care requires an active Clariva model and an active Clariva site; if one ends, the subscription continues at the single-service rate.
• Growth Advisory is billed at the monthly rate shown when you order and requires a completed Growth Audit. It runs month to month from the start. Either party may end it at the close of any paid month without penalty; fees for a month already underway remain payable.
• We may adjust recurring rates on 30 days' written notice, effective from the next billing period. If a change does not work for you, cancel before it takes effect.
• Recurring services are advisory and support services. They do not carry the guarantees in sections 10.1 and 10.3, which apply to fixed-scope Deliverables.

12. Timelines and delays

• Stated turnaround times are in business days and run from the later of (a) receipt of the deposit or prepayment and (b) receipt of a complete intake, including any datasets, quotes or documents we ask for.
• Timelines are good-faith estimates, not fixed deadlines. They extend day for day by any delay in your responses or in information we need. If you have a hard external deadline, tell us before you order and we will confirm in writing whether we can meet it.
• If an Engagement sits inactive for 60 days because we are waiting on you, we may close it, issue the work completed to that point, and invoice any unpaid balance for work performed. Reopening it later may be quoted as a new Engagement.

13. Cancellation and termination

• Before work begins. Cancel before we start building and you receive a full refund of amounts paid.
• After work begins. You may cancel at any time. You pay for work performed to the date of cancellation and we deliver that work in its current state. If the deposit is less than the value of work performed, the balance is invoiced; if it is more, the difference is refunded.
• For breach. Either party may terminate an Engagement if the other materially breaches these Terms and does not cure it within 10 business days of written notice.
• On termination, fees for work performed become payable, no licence arises to unpaid Deliverables, and sections 4, 5, 14, 15, 17, 18, 19, 20, 23 and 24 survive.

14. Ownership and licence

• Your material. You keep all rights in the data, documents and materials you give us. You grant us a licence to use them for the purpose of the Engagement.
• Your Deliverables. On payment in full, the Deliverables built for you are yours – use them, edit them, and share them with lenders, investors, advisors and partners freely.
• Our material. Clariva keeps ownership of what it brings to the work: model architecture, formula libraries, templates, checklists, methodologies, know-how, and any pre-existing or generic material. Where that material is embedded in your Deliverable, you get a perpetual, worldwide, non-exclusive, royalty-free licence to use it as part of that Deliverable.
• Limits on the licence. You may not resell, license, publish or distribute a Deliverable as a template, product or service to third parties, use it to provide similar services to others, or strip attribution or integrity checks from a model in order to present the altered file as our work.
• Website and free resources. This website's content, our sample reports, case studies and downloadable checklists are Clariva's intellectual property. Download and use them for your own business's internal purposes. Do not republish, resell or redistribute them, and do not use them or this site's content to develop, train or fine-tune a machine-learning model, without our written permission.

15. Confidentiality

• Each party will keep the other's confidential information confidential, use it only for the Engagement, and protect it with at least reasonable care. Your financial and operating information is confidential by default – no separate NDA is needed, and we are glad to sign yours if you prefer.
• This does not apply to information that is or becomes public without breach, that a party already lawfully held, or that is independently developed without reference to the other's information.
• We may disclose confidential information where required by law, court order or a regulator, and – to the extent we are permitted – will tell you first.
• We may disclose it to subcontractors and service providers bound by written confidentiality obligations at least as protective as these (section 16).
• These obligations continue for five years after an Engagement ends, and indefinitely for anything that qualifies as a trade secret. Personal information is governed additionally by our Privacy Policy.

16. Subcontractors and AI-assisted work

• Subcontractors. We may engage qualified analysts and specialists to help produce Deliverables. They work under written confidentiality agreements, and their work is reviewed by Clariva before delivery. We remain responsible to you for the Deliverable.
• AI-assisted production. We use professional AI tools in research, drafting and analysis, under business terms that do not permit the provider to train its models on our inputs. Every Deliverable is reviewed, tested and signed off by a person before it reaches you, and responsibility for it is ours, not a tool's. If you would rather your files were not processed with such tools, tell us before the Engagement begins and we will accommodate it.

17. Publicity and case studies

We do not identify you, your business or your figures in any marketing material without your prior written consent. Our published case studies are demonstration cases, or are anonymized so the business cannot reasonably be identified. If you do give consent, you may withdraw it for future use at any time by writing to us; we will remove the material within a reasonable period, though we cannot recall copies already distributed or cached.

18. Warranties and disclaimers

• We warrant that our services will be performed with reasonable skill, care and diligence, consistent with professional standards for this kind of advisory work, by suitably experienced people.
• Except for that warranty and the guarantees in section 10, and to the maximum extent permitted by law, Deliverables and this website are provided as is, without further warranties of any kind, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, or that a Deliverable will produce any financial outcome.
• We do not warrant that this website will be uninterrupted or error-free, and we are not responsible for the content of third-party sites we link to.

19. Limitation of liability

• To the maximum extent permitted by law, Clariva's total aggregate liability arising out of or in connection with an Engagement – in contract, tort (including negligence), statute or otherwise – is limited to the total fees you paid for that Engagement.
• We are not liable for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, savings, goodwill, business opportunity or data, or for a financing, investment or purchase decision made by you or by any third party, even if we were told such loss was possible.
• These limits do not apply to liability that cannot be limited by law, including fraud, fraudulent misrepresentation, willful misconduct, or death or personal injury caused by negligence.
• To the extent permitted by law, any claim arising from an Engagement must be brought within 12 months of the date the Deliverable was delivered or the Engagement ended, whichever is later.
• Nothing in these Terms limits or waives any right you may have under the Business Practices and Consumer Protection Act (British Columbia) or other consumer protection legislation that cannot be waived by agreement.

20. Indemnity

You will indemnify Clariva against third-party claims, and reasonable legal costs, arising from (a) information you provided that was inaccurate, incomplete, or that you had no right to share; (b) your use of a Deliverable in a way these Terms do not permit or in breach of applicable law, including securities law; or (c) your alteration of a Deliverable followed by its presentation as our work. This does not apply to the extent the claim arises from our own breach, negligence or willful misconduct.

21. Use of this website

You may browse this site and download the resources we offer for your own business's internal use. You may not attempt to gain unauthorized access to it, interfere with its operation, use automated tools to scrape or bulk-download its content, or use its content for machine-learning training. We may modify or withdraw any part of the site, including prices and package contents, at any time; changes do not affect an Engagement already confirmed.

22. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including illness, natural events, power or network failure, failure of a third-party service, or government action. We will tell you promptly and agree a revised timeline with you. If such an event continues for more than 30 days, either party may terminate the affected Engagement, with payment due for work performed.

23. Disputes and governing law

• If a dispute arises, raise it with us in writing first. We will respond within 10 business days and negotiate in good faith for 30 days. Most concerns are resolved at this stage.
• If that does not resolve it, the parties may agree to mediation in Nanaimo or Victoria, British Columbia, sharing the mediator's fee equally.
• These Terms and every Engagement are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The parties attorn to the exclusive jurisdiction of the courts of British Columbia.

24. General

• Entire agreement. These Terms, your Engagement Confirmation, and any signed engagement letter or NDA are the entire agreement between us, and replace prior discussions or proposals on the same subject.
• Amendments. We may update these Terms for future Engagements by posting a new version here. Changes to an Engagement already confirmed need both parties' agreement in writing.
• Severability. If a provision is unenforceable, it is modified to the minimum extent necessary or severed, and the rest stays in force.
• Waiver. Not enforcing a provision is not a waiver of it.
• Assignment. You may not assign an Engagement without our written consent. We may assign these Terms in connection with a sale or reorganization of the practice, on notice to you.
• No partnership. Clariva is an independent contractor. Nothing here creates a partnership, joint venture, agency, employment or fiduciary relationship.
• No third-party beneficiaries. A lender, investor or other third party that receives a Deliverable acquires no rights against Clariva under these Terms and may not rely on a Deliverable as though it were addressed to them.
• Notices. Notices to us go to info@clarivagroups.ca; notices to you go to the email address on your Engagement Confirmation. Email notice takes effect on the business day after it is sent.
• Language. These Terms are drawn up in English, and English governs their interpretation. Les parties ont demandé que ce document soit rédigé en anglais.

Contact

Clariva – a sole proprietorship of Artur Podgornyi
BC Registries firm registration FM1115647
Nanaimo, British Columbia, Canada
info@clarivagroups.ca

The registered street address is a private residence and is not published here. It appears in full on your Engagement Confirmation and on every invoice, and we will send it on request before you order.