Legal

Terms of Service

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These Terms of Service ("Terms") govern the provision of consulting and advisory services by Hermes Express Services Corp ("Hermes Express," "we," "us," or "our") to any individual or entity that engages us ("Client," "you"). These Terms apply alongside, and in the event of conflict are subject to, any signed engagement letter or statement of work between you and Hermes Express, which will govern the specific scope, fees, and deliverables for your engagement.

1. Engagement of Services

Services are provided only under a written engagement letter or statement of work signed by both parties, setting out scope, fees, timeline, and deliverables for one or more of our advisory routes: IPO Advisory, Start-Up Advisory, Small Business Growth, Technology Consulting, AI & Automation, Cybersecurity Advisory, Marketing Strategy, Mergers & Acquisitions, Regulatory Compliance, and Exit & Capital Routes. General inquiries or a consultation call do not, on their own, constitute an engagement.

2. Nature of Our Services

Hermes Express provides business, management, and strategic advisory services. We are not a law firm, public accounting firm, registered investment advisor, exempt market dealer, broker-dealer, or securities dealer, unless we specifically notify you in writing that a particular affiliate or individual holds such a license for a specific purpose. Where an engagement requires legal, accounting, tax, or securities-licensed services — including any OTCQB listing process, securities offering, or regulated capital raise under our Exit & Capital Routes service — such work is performed by, or under the direction of, appropriately licensed third-party professionals, and is not performed by Hermes Express itself.

Exit & Capital Routes engagements. When we advise on a potential OTCQB listing, capital raise, or partnership/sale process, our role is to help you evaluate and prepare for these paths and to coordinate with licensed professionals. We do not guarantee that any listing will be approved, that any capital will be raised, or that any partner or buyer will be found or that terms will be acceptable to you. Any securities offering is made only in compliance with applicable Canadian and U.S. securities laws and only through appropriately registered persons or applicable exemptions.

3. Fees and Payment

Fees are set out in the applicable engagement letter and may be structured as fixed fees, hourly rates, retainers, or success-based fees, as agreed in writing. Invoices are due on the terms stated in the engagement letter. Late payments may result in suspension of services.

4. Client Responsibilities

You agree to provide accurate, complete, and timely information reasonably requested for us to perform the services, and acknowledge that our advice and deliverables are based on the information you provide. We are not responsible for outcomes affected by incomplete or inaccurate information supplied by you.

5. No Guarantee of Results

Consulting and advisory services involve professional judgment applied to inherently uncertain business, market, and regulatory conditions. We do not guarantee any particular financial outcome, business result, regulatory approval, transaction close, capital raise, or listing outcome.

6. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with an engagement, and to use it only for purposes of that engagement, except as required by law or as needed to engage necessary licensed third-party professionals (e.g., securities counsel, auditors) on your behalf and with your knowledge.

7. Independent Contractor Relationship

Hermes Express acts as an independent contractor in performing services. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Hermes Express and the Client, except where an engagement letter expressly states otherwise.

8. Intellectual Property in Deliverables

Unless otherwise agreed in an engagement letter, final deliverables prepared specifically for you become your property upon full payment, while Hermes Express retains ownership of its pre-existing methodologies, templates, and know-how used to create them.

9. Term and Termination

An engagement continues for the term stated in the applicable engagement letter, or until completed, and may be terminated earlier by either party in accordance with the notice provisions of that engagement letter. You remain responsible for fees earned and expenses incurred up to the effective date of termination.

10. Limitation of Liability

To the fullest extent permitted by law, Hermes Express's total liability arising out of or relating to an engagement will not exceed the total fees paid by you to Hermes Express for the specific engagement giving rise to the claim in the twelve (12) months preceding the claim. Hermes Express will not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits.

11. Indemnification

You agree to indemnify Hermes Express against claims arising from inaccurate information you provided, your breach of these Terms, or your violation of applicable law in connection with an engagement.

12. Dispute Resolution and Governing Law

These Terms, and any engagement governed by them, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties will first attempt to resolve any dispute through good-faith negotiation, and if unresolved, through the courts of Ontario, unless the applicable engagement letter specifies binding arbitration or another forum.

13. Changes to These Terms

We may update these Terms from time to time; the version in effect at the time an engagement letter is signed will govern that engagement unless the engagement letter states otherwise.

14. Contact Us

Hermes Express Services Corp
[Street Address], Toronto, ON [Postal Code], Canada
Email: [email protected]
Phone: [Phone]