Effective Date: November 29, 2025

These Terms of Service (“Terms”) govern all purchases, engagements, and interactions with Venture Flow (“we,” “us,” “our”). By purchasing any service, including the Breakpoint Diagnostic or any Implementation Project, you (“Client,” “you,” “your”) agree to these Terms in full.

If you do not agree to these Terms, do not purchase or participate in our services.

1. DEFINITIONS

1.1 Services
“Services” refer to any diagnostic session, implementation project, advisory, consulting, or strategic work provided by Venture Flow.

1.2 Breakpoint Stability Plan
A 1:1 diagnostic session, including assessment, a live call, and a written summary.

1.3 Implementation Projects
Any done-for-you, technical, operational, or build-related project delivered by us, including setup, audits, mapping, automation, dashboards, or system configuration.

1.4 Project Start
A project is considered “started” when any of the following occur:
• kickoff call is held
• access to systems or accounts is granted
• discovery, review, or asset analysis begins
• internal project mapping or preparation begins

1.5 Client Silence / Unresponsiveness
“Silence” means no replies, no progress, and no required activity for 30 consecutive days.

2. PAYMENT TERMS

2.1 Payment Due at Purchase
All services require full payment at the time of booking unless otherwise specified in a written payment plan.

2.2 Deposits
If a deposit is offered, it secures your project slot and is non-refundable.

2.3 Automatic Billing for Payment Plans
If you enrol in a payment plan, you authorize automatic billing on the scheduled dates using the payment method on file.

2.4 Late or Failed Payments
If a payment fails, services may be paused until resolved. Persistent non-payment may result in termination.

3. REFUND POLICY

3.1 Breakpoint Stability Plan — Refunds
All sales for the Breakpoint Stability Plan are final and non-refundable, as the service includes immediate preparation, analysis, and a written deliverable.

3.2 Implementation Projects — Refunds
Before Start: A refund may be issued only if the project has not yet begun (see Section 1.4).
After Start: Once the project begins, no refunds will be issued, as time, expertise, and resources are allocated continuously.
Deposits: Deposits are non-refundable in all cases.

4. SCHEDULING & NON-ATTENDANCE

4.1 Breakpoint Stability Plan Session Rescheduling
You may reschedule your session once with at least 24 hours’ notice.

4.2 Non-Attendance
If you do not attend the session:
• You may reschedule one final time within 30 days of the original booking.
• After 30 days, the session is marked as delivered and no further rescheduling or refunds apply.

A second no-show is considered completed and cannot be rescheduled.

5. IMPLEMENTATION PROJECT RESCHEDULING & TIMELINES

5.1 Missed Calls
If you miss the kickoff or any scheduled working session, you may reschedule once within 30 days. Additional missed sessions may require a timeline change or restart fee.

5.2 Client-Driven Delays
Any delay on your side (assets, approvals, access, communication) extends the timeline and does not trigger refunds.

6. CLIENT RESPONSIVENESS

6.1 30-Day Silence Rule
If you become unresponsive for 30 consecutive days, the project is automatically paused.

“Unresponsive” includes:
• no replies to email or messages
• no submission of required access or assets
• missed calls without rescheduling
• no communication requesting extension
• no progress on tasks blocking delivery

6.2 Reactivation After Pause
To resume a paused project:
• a revised timeline will be provided
• a reactivation or restart fee may apply depending on scope

6.3 60-Day Extended Inactivity
If silence continues beyond 60 days, the project may be closed. Closed projects are not eligible for refund.
Payment plan obligations remain enforceable unless a written termination is approved by Venture Flow.

7. PAYMENT PLANS

7.1 Availability
Payment plans may be offered for certain implementation projects at Venture Flow’s discretion.

7.2 Structure
All payment plans require:
• a valid payment method on file
• automatic billing on scheduled dates
• a signed agreement or written acceptance of the schedule

7.3 No Refunds on Completed Work
Instalment payments already made are non-refundable.

If the Client terminates early:
• past payments remain non-refundable
• future instalments may be cancelled
• no further work will be performed
• partially completed deliverables will not be released unless paid in full

7.4 Work Continues Only If Payments Are Current
Work will pause if any payment is missed. If overdue payments are not resolved within 7 days, the project may be paused or terminated.

7.5 Implementation Work, Partial Configuration & System States
Implementation work may modify or replace existing systems. If the project is paused or terminated:
• Venture Flow is not responsible for partial implementations
• Venture Flow is not required to reverse or restore previous states
• Venture Flow is not liable for impacts resulting from incomplete work
• refunds are not provided for work already completed

7.6 Termination by Client
If the Client terminates early:
• future installments may cease
• all past payments remain non-refundable
• no additional Services or deliverables will be provided

7.7 Termination for Non-Payment
If payments fail for 14 days, Venture Flow may pause or terminate the project and retain all payments made.

7.8 Chargebacks
Initiating a chargeback constitutes breach of these Terms. Venture Flow may pursue owed balances.

8. VENTURE FLOW RESPONSIBILITIES

8.1 Standard of Service

Venture Flow will perform all Services with reasonable skill, care, and professionalism, following the standards expected of boutique operational consulting and implementation partners. We commit to delivering thoughtful, considered work consistent with our expertise and the scope agreed upon.

8.2 Scope-Aligned Delivery

We will deliver the Services outlined in the agreed-upon scope of work, proposal, or project definition. Any work outside the original scope will require a written change order or additional agreement before execution.

8.3 Communication

Venture Flow will maintain clear, transparent communication throughout the project. We will notify you of requirements, timelines, access needs, and any dependencies that may impact progress. Communication will occur through the channels agreed upon at the start of the engagement.

8.4 Reasonable Timelines

We will carry out the Services within reasonable working timelines. Delivery timelines may shift when affected by client responsiveness, required assets, system access, third-party platform behavior, or other external dependencies.

8.5 Confidentiality

We will treat all sensitive information shared by the Client with a high degree of care and will not disclose such information except as required to deliver the Services or as required by law.

8.6 System Integrity & Professional Handling

When accessing your accounts or systems, Venture Flow will act responsibly, thoughtfully, and with professional caution. We are not responsible for errors, failures, or limitations caused by legacy configurations, platform limitations, third-party actions, or client-side password practices.

8.7 No Responsibility for Partial Implementations

If a project is paused or terminated before completion, Venture Flow is not responsible for the state of partially implemented systems, incomplete configurations, or any resulting operational impacts. We are not obligated to reverse, undo, or restore systems to a prior state.

8.8 Advisory Limitations

Our analysis, recommendations, and strategic guidance are based on professional judgment. While we aim to support operational improvement, Venture Flow does not guarantee business outcomes, performance results, revenue increases, or launch success.

8.9 Handover Responsibilities

Upon full payment, we will provide all agreed-upon final deliverables, documentation, and instructions necessary for the Client to operate and maintain the implemented systems. Following handover, the Client is responsible for ongoing management, monitoring, and upkeep.

8.10 Limits on Liability

Venture Flow is responsible only for our direct actions within the agreed scope. We are not liable for indirect, incidental, consequential, punitive, or special damages, nor for losses arising from third-party platforms or actions outside our control.

8.11 Access & Security Practices

We will use secure, professional access practices when logging into your systems, including using user-level access where possible and limiting access internally to those working directly on your project. Venture Flow is not responsible for compromised accounts due to client-side password sharing, weak credentials, team access issues, or insecure transmission of credentials.

8.12 Data Processing (Controller/Processor Relationship)

Venture Flow may process business or customer data only to deliver Services. The Client remains the data controller. Venture Flow acts as a data processor and will:
• follow Client instructions
• not use data outside the project
• delete or cease access after completion
• ensure subcontractors follow equivalent obligations

8.13 No System Monitoring Obligation

Venture Flow is not responsible for ongoing monitoring of:
• automations
• dashboards
• API activity
• subscription behavior
• platform changes
• outages or errors

Monitoring requires a separate agreement.

8.14 No Liability for Security Incidents in Client Systems

Venture Flow is not responsible for:
• security breaches inside Client platforms
• weak or shared passwords
• unauthorized access by Client team
• platform vulnerabilities or outages

8.15 Subcontractors / Authorized Personnel

Venture Flow may use subcontractors or internal contractors. All individuals follow confidentiality and security obligations.

8.16 No Compliance Guarantees

Venture Flow does not guarantee compliance with GDPR, CCPA, CAN-SPAM, CASL, platform rules, or advertising/payment regulations.

8.17 No Liability for Lost Revenue, Customers, or Platform Restrictions

Venture Flow is not liable for:
• lost revenue or customers
• subscription churn
• restrictions or freezes placed by platforms
• checkout or delivery issues
• API changes or outages

8.18 Platform Limitations & API Changes

Venture Flow is not responsible for issues caused by API limitations, deprecated features, third-party updates, or integration failures.

8.19 Data Backup Responsibility

The Client is solely responsible for backing up all data, including:
• CRM records
• email lists
• subscriber data
• product and course content
• automation settings

Venture Flow is not responsible for any data loss or corruption during configuration, updates, or platform behavior.

8.20 Third-Party Integration Disclaimer

Venture Flow is not responsible for errors or failures related to third-party integrations, including, but not limited to:
• Make
• Zapier
• Stripe
• PayPal
• email platforms
• CRM APIs
• webhook failures
• missed triggers
• automation breakdowns

These systems operate independently of Venture Flow.

8.21 Refund Dispute Procedure

Before initiating any dispute or chargeback, the Client agrees to:
• notify Venture Flow in writing
• allow up to 10 business days for response
• attempt to resolve the matter in good faith

Failure to follow this procedure constitutes breach of these Terms.

8.22 No Agency or Partnership

Nothing in these Terms creates an agency, joint venture, employment, or partnership relationship.
Venture Flow does not act on behalf of the Client and has no authority to bind the Client to any agreement.

9. CLIENT RESPONSIBILITIES

9.1 Accuracy of Information
Client information must be accurate and complete.

9.2 Providing Access
You agree to:
• provide user-level access when possible
• avoid insecure password transmission
• notify us of password changes
• refrain from modifying systems during implementation

9.3 Implementation Participation
You must provide timely approvals, assets, and responses.

9.4 Post-Delivery Responsibilities
After handover, ongoing system management is your responsibility.

9.5 Scope Respect
Requests outside scope require new approval and payment.

10. CONFIDENTIALITY

10.1 Mutual Confidentiality
Both parties agree to protect sensitive information.

10.2 Exceptions
Confidentiality does not apply to:
• public information
• independently obtained information
• legal requirements

11. INTELLECTUAL PROPERTY

All tools, frameworks, reports, diagnostics, and deliverables remain the intellectual property of Venture Flow.
You receive a non-transferable license for internal business use only.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by law:
• Venture Flow is not liable for indirect, incidental, or consequential damages
• Our liability is limited to the amount paid for the specific service
• We are not responsible for third-party platform failures or changes

13. FORCE MAJEURE

Venture Flow is not liable for delays or failures caused by circumstances beyond its control, including:
• natural disasters
• illness
• war or civil unrest
• platform-wide outages
• electrical or infrastructure failures
• third-party platform malfunctions
• government actions

14. SEVERABILITY

If any provision of these Terms is deemed unenforceable, the remaining provisions remain in full force and effect.

15. NOTICES

Official notices must be sent to:
customerservice@theventureflow.co

Client notices are sent to the email used during purchase unless otherwise specified.

16. GOVERNING LAW

These Terms are governed by the laws of Ontario, Canada.
Disputes will be resolved in Toronto, Ontario.

17. MODIFICATION OF TERMS

We may update these Terms at any time. The version in effect at the time of purchase applies.

18. CONTACT

For questions, contact:
customerservice@theventureflow.co