Terms & Conditions

Standard Terms & Conditions

These terms and conditions are an integral part of any engagement with Quantum Growth Advisors. In the event of any conflict between these terms and conditions and an engagement letter with Quantum, the terms of such engagement letter shall govern.

Use and Distribution of our Work Product

Any advice or material provided to you pursuant to this engagement (the “Work Product”) is provided for your internal use only. You hereby agree and undertake not to distribute, make available, circulate or quote Quantum Growth Advisors, LLP. (“Quantum” or “QGA”) or any of its associated or affiliated entities, including those set out in the paragraph headed Identification of Potential Conflicts advice or material without QGA’s prior written consent, which consent may be withheld in QGA’s sole discretion. QGA expressly disclaims any responsibility whatsoever to any third party who may choose to rely on our advice or material provided to you. This restriction will survive termination of this Engagement Letter.

Acknowledgement of Relationship

QGA has been retained hereunder solely as an advisor to you and not as an advisor to or agent for any other person. Neither this engagement, nor the delivery of any advice in connection with this engagement, is intended to confer rights upon persons not a party hereto (including your shareholders, creditors or employees) as against QGA.

Privacy and Confidentiality

The working papers, files, other materials, reports and work created, developed, or performed by us in conjunction with this engagement remain the property of QGA and will be retained by QGA in accordance with QGA’s policies and procedures.

Working Papers

The working papers, files, other materials, reports and work created, developed, or performed by us in conjunction with this engagement remain the property of QGA and will be retained by QGA in accordance with QGA’s policies and procedures.

File Inspections

In accordance with professional regulations and firm policy, our client files may periodically be reviewed by practice inspectors and by other firm personnel to ensure that QGA is adhering to professional and firm standards. File reviewers are required to maintain confidentiality of client information

Your Responsibilities

You understand and agree to provide us with accurate and complete information necessary for the purposes of the engagement. Our services, both written and oral, will be based on the facts and assumptions submitted to us. It is your responsibility to provide us with accurate and complete information necessary to complete the engagement. Inaccuracy or incompleteness of the information could have a material effect on our conclusions. It is understood and agreed that QGA’s services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, you. In connection with its services hereunder, QGA shall be entitled to rely on all your decisions and approvals.

Indemnification

You agree to indemnify and defend (by counsel retained and instructed by QGA) QGA and its partners, agents, officers, directors and employees, and hold them harmless from all claims, liabilities, losses, and costs arising in connection with:

      • your breach, or a breach by your partners, agents, officers, directors or employees of any of the terms or covenants hereof, including without limitation, the misuse or unauthorized dissemination of the Work Product;
      • any claims with respect to reliance on the Work Product by any party other than you, unless you can show that such Work Product was received by such other party other than as a direct or indirect result of your action or inaction; and
      • the services performed by QGA unless such losses, costs and damages are found to have been due to the negligence of QGA.

This indemnity shall survive termination of the Engagement Letter.

Limitation of Liability

In any dispute, action, claim or demand for losses or damages arising out of the services performed by QGA pursuant to this engagement, QGA shall only be liable for its proportionate share of the total liability based on degree of fault as determined by a court of competent jurisdiction. This shall, to the extent permitted by law, be notwithstanding the provisions of any statute or rule of common law which creates, or purports to create, joint and QGA’s liability shall be restricted to damages of a direct and compensatory nature and shall not include indirect, consequential, aggravated or punitive damages, or damages for loss of profits or expected tax savings.

To the fullest extent permitted by applicable law or regulation (including, the rules and interpretations of the U.S. Securities and Exchange Commission or other such regulatory bodies), QGA’s maximum liability in respect of any and all losses, costs, damages, expenses, claims, demands or liabilities arising out of services performed by QGA pursuant to this engagement shall be limited to the fees paid for the services described in this Engagement Letter. If the term of this engagement exceeds twelve months, such liability shall be limited to the fees paid for the twelve months immediately prior to the date on which such liability first arose. All claims against QGA in connection with the services rendered arising out of or ancillary to this Engagement Letter shall be brought not later than the earlier of two years following:

      • the completion of the services rendered pursuant to this Engagement Letter,
      • with respect to any advice or work produced pursuant to the Engagement Letter, the date of delivery of such work to you;
      • suspension or abandonment of this engagement; or
      • termination of QGA’s services pursuant to this Engagement Letter, regardless of whether you were aware of the potential for making a claim against us within that period.

Fee Arrangements

In any dispute, action, claim or demand for losses or damages arising out of the services performed by QGA pursuant to this engagement, QGA shall only be liable for its proportionate share of the total liability based on degree of fault as determined by a court of competent jurisdiction. This shall, to the extent permitted by law, be notwithstanding the provisions of any statute or rule of common law which creates, or purports to create, joint and QGA’s liability shall be restricted to damages of a direct and compensatory nature and shall not include indirect, consequential, aggravated or punitive damages, or damages for loss of profits or expected tax savings.

To the fullest extent permitted by applicable law or regulation (including, the rules and interpretations of the U.S. Securities and Exchange Commission or other such regulatory bodies), QGA’s maximum liability in respect of any and all losses, costs, damages, expenses, claims, demands or liabilities arising out of services performed by QGA pursuant to this engagement shall be limited to the fees paid for the services described in this Engagement Letter. If the term of this engagement exceeds twelve months, such liability shall be limited to the fees paid for the twelve months immediately prior to the date on which such liability first arose. All claims against QGA in connection with the services rendered arising out of or ancillary to this Engagement Letter shall be brought not later than the earlier of two years following:

      • the completion of the services rendered pursuant to this Engagement Letter,
      • with respect to any advice or work produced pursuant to the Engagement Letter, the date of delivery of such work to you;
      • suspension or abandonment of this engagement; or
      • termination of QGA’s services pursuant to this Engagement Letter, regardless of whether you were aware of the potential for making a claim against us within that period.

Costs of Responding to Government Inspection, etc.

If, with respect to this engagement or related services, QGA is required by government regulation, subpoena, or other legal, investigative, administrative or other process to produce our working papers, or to respond to information or other requests, QGA will bill the time incurred based on our standard hourly rates plus HST (as applicable) and disbursements. This paragraph shall survive termination of the Engagement Letter.

Costs of Responding to Government Inspection, etc.

Each party shall have the right to terminate this engagement at any time by giving written notice to the other party no less than ten (10) business days before the effective date of termination. Upon termination, a final account for fees, charges, disbursements and applicable taxes will be made, which are to be paid in accordance with these terms and conditions and more particularly in accordance with the terms set out in the “Fee Arrangements” section of these Terms and Conditions.

Unless previously terminated, the engagement will end when we send our final statement of fees in respect of the engagement. The provision of general advice through newsletters or other information of general advice does not revive our engagement. If our engagement is open ended it will be deemed to be terminated twelve months after advice was last provided, unless we have otherwise agreed in writing.

Following termination, you will remain responsible for our fees, charges, disbursements and applicable taxes incurred up to the time of such termination, included those accounts rendered following termination.

The terms set out in this Engagement Letter shall remain in force until amended, terminated, or superseded in writing.

No Guarantee as to Outcome

Undertaking this engagement does not guarantee a successful outcome. All discussions concerning potential outcomes are our best professional estimates only and the actual outcomes may be different from those discussed or anticipated. We will not advise you of any updates or changes following termination of your engagement.

Identification of Potential Conflicts

The partners, principals, associates and employees of QGA may own interests in an affiliated group of entities that provide legal, accounting, tax, audit, advisory, valuation and  due  diligence,  among  other services.

Publicity

To the extent that publicity is reasonably required to complete the engagement, QGA will have responsibility for the required publicity and you consent to our publicly advertising our involvement. Furthermore, unless you expressly request in writing that QGA not make public the subject matter of the Engagement Letter prior to QGA’s completion of the engagement, we may (at our own expense) place advertisements or make reference on our website or distribute other marketing materials (in each case using your name and or logo) describing our role in the engagement. Notwithstanding any request not to make such engagement public, once QGA has completed the work in the Engagement Letter, QGA may (at our own expense) place advertisements or make reference on our website or distribute other marketing materials (in each case using your name and or logo) describing our role in the engagement. You may not publicize your association with QGA, including by way of a market and/or media release or that QGA has been retained by you to advise you without the prior written approval of QGA, which approval may not be unreasonably withheld.

Publicity

To the extent that publicity is reasonably required to complete the engagement, QGA will have responsibility for the required publicity and you consent to our publicly advertising our involvement. Furthermore, unless you expressly request in writing that QGA not make public the subject matter of the Engagement Letter prior to QGA’s completion of the engagement, we may (at our own expense) place advertisements or make reference on our website or distribute other marketing materials (in each case using your name and or logo) describing our role in the engagement. Notwithstanding any request not to make such engagement public, once QGA has completed the work in the Engagement Letter, QGA may (at our own expense) place advertisements or make reference on our website or distribute other marketing materials (in each case using your name and or logo) describing our role in the engagement. You may not publicize your association with QGA, including by way of a market and/or media release or that QGA has been retained by you to advise you without the prior written approval of QGA, which approval may not be unreasonably withheld.

Severability

If any provisions of this Engagement Letter are determined to be invalid or unenforceable, the remaining provisions shall remain in effect and be binding to the fullest extent permitted by law.

Governing Law, Attornment

This Engagement Letter is subject to and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall for all purposes be interpreted as an Ontario contract. Each party agrees that, except as otherwise provided herein, any action or proceeding relating to this Engagement Letter shall be brought in any court of competent jurisdiction in the Province of Ontario and irrevocably waives any right to, and will not, oppose (i) any such Province of Ontario action or proceeding on any jurisdictional basis and (ii) the enforcement against it in any other jurisdiction of any judgment or order duly obtained from a Province of Ontario court.

Security of Electronic Communication

During the engagement, subject to your consent pursuant to Canada’s Anti- Spam Legislation, we may communicate with you by way of e-mail or other form of electronic transmission. As you may be aware, the electronic transmission of information cannot be guaranteed to be secure or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use (collectively, a “Breach”). QGA shall have no liability to you arising from or in connection with a Breach. If the communication relates to a matter of significance and there are concerns about the possible effects of electronic transmission, a hard copy of such transmission should be requested from us.

Delay

QGA will use all reasonable efforts to complete the performance of the services described in this engagement letter within the agreed upon timeframe. However, QGA will not be liable for failures or delays in performance that arise from causes beyond our control, including cooperation from management, timely performance by you of your obligations to provide necessary information, quality of financial and other information, full cooperation and access to the organization’s team members during the engagement and the prompt supply of any additional documentation requested during the engagement. Significant delays will have a significant impact on our fees and the agreed upon delivery date.

Dispute Resolution

Except with respect to equitable remedies, enforcement of judgements and enforcement of decisions and awards pursuant to arbitration or as otherwise specifically provided

for in this Engagement Letter, if the parties are unable to settle or resolve any dispute, such dispute shall be arbitrated and finally resolved pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of mediation and arbitration shall be the City of Toronto in the Province of Ontario. The language of the mediation and arbitration shall be English.

Consent to Use of Commercial Electronic Messages

Pursuant to Canada’s Anti-Spam Legislation (“CASL”), Quantum Growth Advisors, LLP. by agreeing to our terms and conditions you agree to receive commercial electronic messages such as e-mails for the delivery of services. If you wish to withdraw your consent to receive commercial electronic messages from us, please contact accounts@quantumga.com. If you do  not consent or if you later withdraw your consent, we will deliver our services to you by means of fax, phone, mail or courier or however else you reasonably instruct us.



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