Standard Terms and Conditions of Sale
Startup Labs Ltd · Last updated: Apr 2026 · Governing law: Province of Ontario, Canada
1. Acceptance of terms
By accessing this website, requesting a proposal, or engaging Startup Labs Ltd ("Startup Labs," "we," "us," or "our") for any services, you ("Client") agree to be bound by these Website Terms and Conditions ("Terms"). If you do not agree, please do not use this website or engage our services.
These Terms apply to all visitors, prospective clients, and active clients. Where a Master Services Agreement ("MSA") and Statement of Work ("SOW") have been executed, those documents govern the specific engagement; these Terms continue to apply to your general use of this website and any pre-contractual interactions.
By submitting an inquiry, signing a proposal, or commencing work with us, you explicitly waive any conflicting standard terms and conditions you may have, even if those terms were drawn up after the date of these Terms. Any derogation must be expressly agreed to in advance and in writing by Startup Labs.
2. Services overview
Startup Labs provides fractional Chief Technology Officer (CTO) advisory services, software development, technical strategy, and related consulting services. The specific scope, deliverables, timelines, and fees for any engagement are set out in a separate SOW, which forms part of the MSA executed between the parties.
Startup Labs undertakes to apply reasonable care and professional skill in delivering services in accordance with agreed timeframes. However, our obligations are obligations of means, not of result. We cannot guarantee specific business outcomes arising from the use of our advice, software, or deliverables.
3. Engagements and statements of work
No engagement is confirmed until both parties have executed a written SOW (or equivalent order form). Verbal commitments, email exchanges, and preliminary proposals do not constitute a binding agreement.
Each SOW will specify the scope of services, fee structure (fixed-fee milestones, recurring monthly retainer, or time-and-materials), designated contact persons, and any applicable commencement retainer. In the event of any conflict between an SOW and these Terms, the SOW prevails.
4. Payment terms and invoicing
Invoices are payable within fifteen (15) calendar days of the invoice date, unless a different payment period is specified in the applicable SOW. Where a retainer is specified in an SOW, all fees and expenses are first drawn from the retainer balance before additional invoices are issued.
Where a rolling monthly retainer or recurring fee is specified, each monthly invoice will include both services rendered for the prior period and the installment for the upcoming period. Startup Labs reserves the right to require pre-payment of a commencement retainer before work begins.
All amounts are quoted and payable in the currency specified in the SOW (Canadian Dollars by default). Client is responsible for any bank transfer fees or currency conversion costs.
5. Late payment and collections
If an invoice is not paid by its due date, Startup Labs reserves the right to charge interest at a rate of 2% per month (24% per annum) on any outstanding balance, compounding monthly, from the date payment was due until the date payment is received in full.
Invoices outstanding for more than five (5) business days past their due date may, at Startup Labs' sole discretion, result in the suspension of all services until the account is brought current or the engagement is terminated in accordance with the MSA.
If a payment remains outstanding for more than sixty (60) days after the due date, Startup Labs reserves the right to refer the matter to a collections agency or legal counsel. All reasonable costs of collection, including legal fees, will be the Client's responsibility.
Claims or disputes regarding an invoice must be submitted in writing within eight (8) business days of the invoice date. Failure to raise a dispute within this period constitutes acceptance of the invoice.
6. Withholding taxes
Certain jurisdictions require clients to withhold a portion of payments as tax at source. Any such withholding tax is the sole responsibility of the Client and must be remitted directly to the relevant tax authority by the Client. Startup Labs' invoice amounts are stated net of any withholding obligations, and the full invoice amount remains due and payable to Startup Labs regardless of any withholding the Client is required to make under its local legislation.
7. Intellectual property
All software code, plans, diagrams, models, and other work product created specifically for the Client in the course of performing services ("Work Product") becomes the sole and exclusive property of the Client upon receipt of full and final payment for all amounts due under the applicable SOW.
Startup Labs retains all rights in any pre-existing code, tools, frameworks, methodologies, or generic modules used in delivering the services ("Background IP"). To the extent Background IP is incorporated into the Work Product, Startup Labs grants Client a non-exclusive, perpetual, royalty-free licence to use such Background IP solely as part of, and inseparable from, the Work Product.
Content on this website — including text, graphics, and branding — is the property of Startup Labs and may not be reproduced without prior written consent.
8. Confidentiality
Each party agrees to hold the other's confidential and proprietary information in trust and not to disclose it to any third party or use it in any manner detrimental to the disclosing party. This obligation applies to all information relating to either party's products, services, business plans, strategies, personnel, customers, and trade secrets.
Confidentiality obligations survive termination of any engagement for a period of two (2) years. The Client shall not disclose the payment rates, fee structure, or any terms of an engagement to any third party without Startup Labs' prior written consent, except as required by applicable law or court order.
9. Limitation of liability
To the maximum extent permitted by applicable law, Startup Labs' total liability to the Client for any cause of action — regardless of its form — shall not exceed the total fees paid or payable by the Client under the applicable SOW giving rise to the claim.
In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, loss of revenue, loss of data, or costs of procuring substitute services, even if advised of the possibility of such damages.
10. No warranties
Except as expressly stated in an executed MSA or SOW, all services and deliverables are provided "as is" without warranty of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. Startup Labs cannot be required by the Client to appear as a third party in any claim for damages brought by an end consumer or other third party arising from Client's use of our services or deliverables.
This website is provided for informational purposes only. Information on this site does not constitute legal, financial, or technical advice and should not be relied upon as such.
11. Independent contractor status
Startup Labs and its personnel are independent contractors of the Client. Nothing in these Terms or any engagement creates an employment relationship, partnership, joint venture, or agency between the parties. Startup Labs is solely responsible for all taxes, insurance, and statutory obligations with respect to its own personnel.
12. Non-solicitation
During the term of any active engagement and for a period of one (1) year following its completion or termination, neither party shall directly or indirectly solicit, recruit, or hire any employee, contractor, or agent of the other party without the prior written consent of the other party. This restriction applies whether the solicitation is for employment, consulting, or any other form of engagement.
13. Force majeure
Startup Labs shall not be liable for any delay or failure to perform its obligations caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, civil unrest, pandemics, epidemics, governmental action, embargoes, or natural disasters ("Force Majeure Event"). In the event of a Force Majeure Event, Startup Labs may suspend or terminate an engagement without further liability, subject to refunding any pre-paid fees for services not yet performed.
14. Governing law and jurisdiction
These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflicts of law principles. Any dispute arising out of or in connection with these Terms or any engagement shall be subject to the exclusive jurisdiction of the provincial and federal courts sitting in Ontario. Both parties irrevocably submit to such jurisdiction and waive any objection to venue.
15. Changes to these terms
Startup Labs reserves the right to update these Terms at any time. Updated Terms will be posted on this website with a revised "Last updated" date. Your continued use of this website or engagement of our services following any update constitutes acceptance of the revised Terms. Material changes affecting active engagements will be communicated in writing.