WHIRA INC

Terms & Conditions

Whira Inc. Effective Date: April 28, 2026 Last Updated: April 28, 2026

Welcome to Whira Inc.

These Terms & Conditions ("Terms") govern your use of the Whira Inc. website at whiraconsulting.com (the "Website") and your engagement of any services provided by Whira Inc. ("we," "us," or "our"). By accessing this Website or engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms in full.
If you do not agree with any part of these Terms, you must stop using this Website immediately and refrain from engaging our services.
These Terms apply to all visitors, prospective clients, and current clients of Whira Inc., regardless of their country of residence. Whira Inc. serves clients across Canada, the United States, Australia, New Zealand, the United Kingdom, Sweden, and Europe. Where applicable law in your jurisdiction provides rights that cannot be excluded by contract, those rights are not affected by these Terms.

Definitions
Use of This Website
Service Engagement Terms
Payment Terms
Cancellation and Termination
Confidentiality
Intellectual Property
Independent Contractor Relationship
No Guaranteed Results
Limitation of Liability
Indemnification
Cookies
Intellectual Property Licence
User Conduct and Acceptable Use
Hyperlinking to Our Content
External Links
Force Majeure
Dispute Resolution and Governing Law
Entire Agreement
Severability
Changes to These Terms
Contact Us

1. Definitions

The following definitions apply throughout these Terms:
"Whira Inc.," "we," "us," or "our" refers to Whira Inc., a professional services firm incorporated in Ontario, Canada, providing Fractional COO & Integrator, Fractional CFO, Process Optimization & Automation, and Business Systems Implementation services.
"Client," "you," or "your" refers to any individual or business entity accessing this Website or engaging the services of Whira Inc.
"Services" refers to any Fractional COO & Integrator, Fractional CFO, Process Optimization & Automation, or Business Systems Implementation services provided by Whira Inc. under a formal service agreement.
"Engagement" refers to a formal service relationship between Whira Inc. and a Client, established through a signed service agreement or written proposal acceptance.
"Deliverables" refers to any reports, frameworks, plans, documentation, SOPs, dashboards, or other work products produced by Whira Inc. in the course of an Engagement.
"Confidential Information" refers to any non-public information shared by either party in connection with an Engagement, including but not limited to business strategies, financial data, operational processes, client lists, and pricing information.

2. Use of This Website

By accessing and using this Website, you agree to the following:
You will use this Website only for lawful purposes and in a manner that does not infringe the rights of any third party or restrict or inhibit anyone else's use and enjoyment of the Website.
You will not use this Website to transmit any unsolicited commercial communications, collect personal data without consent, introduce malicious code or software, attempt to gain unauthorised access to any part of the Website or its infrastructure, or engage in any conduct that is unlawful, harmful, abusive, or otherwise objectionable.
Whira Inc. reserves the right to restrict or terminate your access to the Website at any time and without notice if we believe you are in breach of these Terms or applicable law.
The information on this Website is provided for general informational purposes only and does not constitute professional advice of any kind. Nothing on this Website creates a service engagement or professional relationship between you and Whira Inc.

3. Service Engagement Terms

3.1 Formation of Engagement - A professional service engagement with Whira Inc. is only formed when both parties have entered into a formal, written service agreement or when Whira Inc. has issued a written proposal that the Client has accepted in writing. Verbal agreements, email correspondence, contact form submissions, and discovery calls do not constitute a binding service engagement.

3.2 Scope of Services - The specific scope of services, deliverables, timelines, and fees for each engagement are set out in the applicable service agreement or statement of work. Any changes to the scope of an engagement must be agreed to in writing by both parties. Whira Inc. reserves the right to decline requests for additional work that fall outside the agreed scope without additional compensation.

3.3 Client Obligations - The Client agrees to cooperate in good faith with Whira Inc. in the delivery of services, including providing timely access to relevant information, personnel, systems, and documentation reasonably required to perform the services. Delays caused by the Client's failure to cooperate may affect timelines and deliverables, for which Whira Inc. shall not be liable.

3.4 Manner of Delivery - All Whira Inc. services are delivered remotely unless otherwise agreed in writing. Whira Inc. retains the right to determine how services are delivered, which personnel are assigned to an engagement, and which tools and methodologies are used, subject to the terms of the applicable service agreement.

3.5 Discovery Calls - A 30-minute discovery call with Whira Inc. is provided at no charge and does not constitute a service engagement. Information shared during a discovery call is treated with discretion but does not create confidentiality obligations unless a formal non-disclosure agreement is in place. No professional advisory relationship is formed as a result of a discovery call.

4. Payment Terms

4.1 Fees - Fees for Whira Inc. services are set out in the applicable service agreement or proposal. Canadian clients will be invoiced in Canadian Dollars (CAD). All international clients — including those based in the United States, Australia, New Zealand, the United Kingdom, Sweden, and Europe — will be invoiced in United States Dollars (USD). Where a client requests or requires invoicing in an alternative currency, this must be agreed in writing by both parties prior to commencement of the engagement. Whira Inc. reserves the right to adjust fees to account for currency fluctuations where payment is made in a currency other than the agreed invoicing currency.

4.2 Invoicing - Whira Inc. will issue invoices in accordance with the payment schedule set out in the applicable service agreement. Unless otherwise agreed, invoices are due on receipt.

4.3 Late Payment - Invoices not paid within the agreed payment period may be subject to a late payment charge at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of payment in full. Whira Inc. reserves the right to suspend services in the event of non-payment until all outstanding amounts are settled.

4.4 Expenses - Unless otherwise agreed in writing, reasonable out-of-pocket expenses incurred by Whira Inc. in the delivery of services — including travel, accommodation, and third-party software costs — will be invoiced to the Client with supporting receipts.

4.5 Taxes - All fees are exclusive of applicable taxes. Canadian clients invoiced in CAD may be subject to Goods and Services Tax (GST) or Harmonised Sales Tax (HST) at the prevailing rate applicable in their province. International clients invoiced in USD may be subject to taxes applicable in their own jurisdiction — including Value Added Tax (VAT) for clients in the United Kingdom and Europe, Goods and Services Tax (GST) for clients in Australia and New Zealand, and applicable state and local taxes for clients in the United States. Where required by law, applicable taxes will be added to invoices. It is the Client's responsibility to determine and comply with any tax obligations arising in their jurisdiction in connection with fees paid to Whira Inc.

4.6 Disputed Invoices - If a Client disputes an invoice, they must notify Whira Inc. in writing within seven (7) days of the invoice date, specifying the nature of the dispute. Undisputed portions of the invoice remain due and payable within the original payment period.

5. Cancellation and Termination

5.1 Termination by Either Party - Either party may terminate an ongoing engagement by providing thirty (30) days' written notice to the other party. Notice must be provided in writing via email to the contact address specified in the service agreement.

5.2 Termination for Cause - Either party may terminate an engagement immediately and without notice if the other party materially breaches these Terms or the applicable service agreement and fails to remedy that breach within fourteen (14) days of receiving written notice of the breach.

5.3 Obligations on Termination - Upon termination of an engagement, the Client remains liable for all fees and expenses incurred up to and including the effective date of termination. Whira Inc. will deliver any completed deliverables to the Client upon receipt of all outstanding payments. Any work in progress at the time of termination may be invoiced on a pro-rata basis.

5.4 Discovery Call Cancellation - Discovery calls may be cancelled or rescheduled with at least 24 hours' notice. Repeated no-shows or late cancellations may result in Whira Inc. declining to reschedule.

5.5 No Refunds - Unless otherwise expressly agreed in writing, fees paid for services rendered are non-refundable. Where an engagement is terminated by the Client prior to completion, fees paid in advance for undelivered services may be refunded at Whira Inc.'s sole discretion on a case-by-case basis.

6. Confidentiality

6.1 Mutual Confidentiality - Both parties acknowledge that in the course of an engagement, each may have access to Confidential Information belonging to the other party. Both parties agree to hold all Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by applicable law.

6.2 Whira Inc. Obligations - Whira Inc. will not disclose the Client's business information, financial data, operational processes, or any other Confidential Information shared during an engagement to any third party, except to Whira Inc. personnel or contractors who need access to perform the services and who are bound by equivalent confidentiality obligations.

6.3 Client Obligations - The Client agrees not to disclose Whira Inc.'s proprietary methodologies, frameworks, tools, processes, pricing, or any other Confidential Information of Whira Inc. to any third party without Whira Inc.'s prior written consent.

6.4 Exceptions Confidentiality - obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the disclosing party is given reasonable prior notice where permitted by law.

6.5 Duration Confidentiality - obligations under this section survive the termination of any engagement for a period of three (3) years.

7. Intellectual Property

7.1 Whira Inc. Proprietary Materials - All methodologies, frameworks, tools, templates, processes, know-how, and pre-existing intellectual property developed by Whira Inc. prior to or independently of any client engagement remain the sole property of Whira Inc. Nothing in these Terms or any service agreement transfers ownership of Whira Inc.'s proprietary materials to the Client.

7.2 Deliverables - Unless otherwise expressly agreed in writing in the applicable service agreement, Whira Inc. grants the Client a non-exclusive, non-transferable licence to use deliverables produced specifically for the Client's engagement for the Client's internal business purposes. Full ownership of bespoke deliverables may be transferred to the Client upon receipt of all fees in full, as specified in the service agreement.

7.3 Client Materials - All materials, data, documents, and information provided by the Client to Whira Inc. for the purposes of delivering services remain the property of the Client. The Client grants Whira Inc. a limited licence to use such materials solely for the purpose of performing the agreed services.

7.4 Website Content - All content on this Website — including text, graphics, logos, service descriptions, blog posts, and other materials — is the intellectual property of Whira Inc. and is protected by applicable copyright laws in Canada, the United States, Australia, the United Kingdom, and internationally. You may view and print pages from this Website for personal, non-commercial use only. You must not republish, reproduce, duplicate, copy, sell, or otherwise exploit any content from this Website without the express written permission of Whira Inc.

7.5 Residual Knowledge - Whira Inc. retains the right to use general knowledge, skills, experience, ideas, concepts, and know-how developed or acquired during an engagement, provided this does not involve the disclosure of the Client's Confidential Information.

8. Independent Contractor Relationship

Whira Inc. provides services as an independent contractor. Nothing in these Terms or any service agreement creates an employment relationship, partnership, joint venture, agency relationship, or fiduciary duty between Whira Inc. and the Client. Whira Inc. personnel are not employees of the Client and are not entitled to employment benefits, statutory entitlements, workers' compensation, or any other employment protections under applicable law.
Whira Inc. retains the right to engage subcontractors or other personnel to assist in the delivery of services, subject to the confidentiality obligations in Section 6. Whira Inc. remains responsible for the performance of its obligations regardless of whether subcontractors are used.

9. No Guaranteed Results

Whira Inc. provides professional advisory and implementation services designed to improve operational and financial performance. While Whira Inc. brings significant expertise and experience to every engagement, we make no guarantee, representation, or warranty that engaging our services will produce specific results, financial outcomes, or business improvements.
Business outcomes depend on a wide range of factors beyond Whira Inc.'s control, including the commitment and active participation of the Client's leadership team, the accuracy and completeness of information provided by the Client, market conditions, and decisions made by the Client independently of Whira Inc.'s advice. Whira Inc. shall not be liable for any failure to achieve specific business outcomes or results.

10. Limitation of Liability

10.1 Exclusion of Consequential Loss - To the maximum extent permitted by applicable law, Whira Inc. shall not be liable for any indirect, incidental, special, consequential, or punitive damages — including loss of profits, loss of revenue, loss of data, loss of business, or loss of goodwill — arising out of or in connection with these Terms, the use of this Website, or the delivery of services, even if Whira Inc. has been advised of the possibility of such damages.

10.2 Cap on Liability - To the maximum extent permitted by applicable law, Whira Inc.'s total aggregate liability to the Client for any claim arising out of or in connection with a service engagement shall not exceed the total fees paid by the Client to Whira Inc. in the three (3) months immediately preceding the event giving rise to the claim.

10.3 Exceptions - Nothing in these Terms limits or excludes Whira Inc.'s liability for: (a) death or personal injury caused by Whira Inc.'s negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.

10.4 Website Use - To the extent that this Website and its content are provided free of charge, Whira Inc. shall not be liable for any loss or damage of any nature arising from your use of or reliance on the Website or its content.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless Whira Inc. and its personnel from and against any claims, liabilities, damages, losses, costs, and expenses — including reasonable legal fees — arising out of or in connection with: (a) the Client's breach of these Terms or any service agreement; (b) the Client's use of deliverables in a manner not authorised by Whira Inc.; (c) any inaccurate or incomplete information provided by the Client to Whira Inc.; or (d) any third-party claim arising from the Client's business operations.

12. Cookies

Whira Inc. uses cookies and similar tracking technologies on this Website. A cookie is a small text file stored on your device when you visit our Website. We use cookies to operate and improve the Website, understand visitor behaviour, and personalise your experience.
By continuing to use this Website, you consent to our use of strictly necessary cookies. Non-essential cookies — including analytics and marketing cookies — require your active, affirmative consent, which you can provide or withdraw through our cookie consent tool at any time. Closing a cookie banner or navigating away from the page does not constitute consent to non-essential cookies.
For full details on the cookies we use and your choices, please refer to our Privacy Policy.

13. Intellectual Property Licence

Unless otherwise stated, all intellectual property rights in the content and materials on this Website are owned by or licensed to Whira Inc. Subject to these Terms, Whira Inc. grants you a limited, non-exclusive, non-transferable licence to access and use this Website and its content for your personal, non-commercial purposes only.
You must not: republish, reproduce, or distribute any content from this Website; sell, rent, or sub-licence any Website material; modify or create derivative works based on Website content; use Website content for any commercial purpose without Whira Inc.'s express written consent; or frame or embed this Website or any of its content within another website without prior written approval.

14. User Conduct and Acceptable Use

You agree not to use this Website or Whira Inc.'s services to:
Violate any applicable local, national, or international law or regulation
Transmit any unsolicited or unauthorised advertising or promotional material
Transmit any data or material that contains viruses, malware, or any other harmful code
Attempt to gain unauthorised access to any part of the Website, its servers, or any connected database
Scrape, harvest, or collect data from this Website by automated means without Whira Inc.'s express written consent
Engage in any conduct that restricts or inhibits any other person's use or enjoyment of the Website
Impersonate Whira Inc. or any of its personnel
Whira Inc. reserves the right to terminate your access to the Website immediately and without notice for any violation of this section.

15. Hyperlinking to Our Content

The following types of organisations may link to our Website without prior written approval: government agencies, search engines, news organisations, and online directory distributors listing Whira Inc. in a relevant business directory.
Other organisations wishing to link to our Website must obtain prior written approval from Whira Inc. by contacting contact@whiraconsulting.com. Any approved link must not be misleading, must not falsely imply sponsorship or endorsement by Whira Inc., and must fit appropriately within the context of the linking site. No use of Whira Inc.'s logo or branding is permitted without a separate trademark licence agreement.
Whira Inc. reserves the right to request the removal of any link to our Website at any time, and approved parties agree to remove such links promptly upon request.

16. External Links

This Website may contain links to third-party websites for your convenience and information. Whira Inc. does not control, endorse, or assume responsibility for the content, privacy practices, or availability of any third-party website. The inclusion of a link does not imply endorsement or affiliation. Your use of any third-party website is at your own risk and subject to that website's own terms and policies.

17. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms or any service agreement to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control — including but not limited to acts of God, natural disasters, pandemic or epidemic, government actions, war, civil unrest, cyberattacks, power failures, or failures of third-party systems or infrastructure.
The affected party must notify the other party in writing as soon as reasonably practicable after becoming aware of a force majeure event. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected engagement by providing written notice, without liability to the other party, except for fees owed for services already delivered.

18. Dispute Resolution and Governing Law

18.1 Governing Law - These Terms and any disputes arising from or in connection with them — including disputes relating to any service engagement — are governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles. All clients, including international clients based in the United States, Australia, New Zealand, the United Kingdom, Sweden, and Europe, agree that Ontario law governs their engagement with Whira Inc. and consent to the jurisdiction of the courts of Ontario, Canada for the resolution of any dispute. International clients acknowledge that enforcement of any Ontario court judgment in their local jurisdiction may require additional legal proceedings in that jurisdiction, the costs of which shall be borne by the non-prevailing party.
For international clients invoiced in United States Dollars (USD), any monetary claim, judgment, or award arising from a dispute under these Terms shall be calculated in USD and converted to Canadian Dollars at the Bank of Canada exchange rate published on the date the claim is filed or the judgment is issued, whichever is applicable.

18.2 Informal Resolution - Before initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute informally by written notice to the other party. The parties will negotiate in good faith for a period of thirty (30) days from the date of the notice before either party may initiate formal proceedings.

18.3 Mediation - If informal resolution is unsuccessful, the parties agree to attempt mediation before initiating litigation. Mediation shall be conducted in Ontario, Canada, by a mutually agreed mediator, with costs shared equally between the parties.

18.4 Jurisdiction - If mediation is unsuccessful or either party declines to participate, any legal proceedings shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada.

18.5 International Clients - Whira Inc. acknowledges that clients in the United States, Australia, New Zealand, the United Kingdom, Sweden, and Europe may have legal rights under their local laws that cannot be excluded by contract. Nothing in these Terms is intended to limit rights that cannot be lawfully excluded or restricted in your jurisdiction. However, to the maximum extent permitted by applicable law, the governing law and jurisdiction provisions above apply to all clients regardless of location.

19. Entire Agreement

These Terms, together with the applicable service agreement, Privacy Policy, and Disclaimer, constitute the entire agreement between Whira Inc. and the Client with respect to the subject matter herein and supersede all prior negotiations, representations, warranties, and agreements — whether oral or written — between the parties relating to the same subject matter.
No verbal agreement, oral representation, or prior course of dealing shall modify or supplement these Terms unless reduced to writing and signed by both parties.

20. Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed from these Terms and shall not affect the validity and enforceability of the remaining provisions, which shall continue in full force and effect.

21. Changes to These Terms

Whira Inc. reserves the right to update or amend these Terms at any time at its sole discretion. The "Last Updated" date at the top of this page will reflect the most recent revision. For material changes, Whira Inc. will make reasonable efforts to notify current clients by email. Your continued use of this Website after any changes constitutes your acceptance of the updated Terms. For active service engagements, material changes to these Terms will not apply retrospectively without the Client's written consent.

22. Contact Us

For any questions, concerns, or requests relating to these Terms, please contact us:
Whira Inc. Email: contact@whiraconsulting.com Website: whiraconsulting.com
We aim to respond to all enquiries within 5 business days.
Back to table of contents

Copyright Information

COPYRIGHT © 2026 Whira Inc. ALL RIGHTS RESERVED.
All content on this Website — including text, graphics, logos, service descriptions, blog posts, and other materials — is the intellectual property of Whira Inc. and is protected by applicable copyright laws in Canada, the United States, Australia, the United Kingdom, and internationally. Unauthorised reproduction, distribution, or use of any content from this Website without the express written permission of Whira Inc. is strictly prohibited.