Terms of service.

§ 01 — These terms

These terms govern your use of chello.ca, portal.chello.ca, and any consulting or staffing services Chello Operations Inc. (“Chello,” “we,” “us”) provides. They're the default contract. If we've signed a separate written engagement letter or master services agreement with you, that document controls where it conflicts with these terms.

By using our website, completing an assessment, signing into our portal, or accepting an engagement letter, you agree to these terms on behalf of yourself and any organization you represent.

§ 02 — What we offer

Chello offers four service lines, any combination of which may be in scope for your engagement:

• Operations assessment — a structured diagnostic of how your business currently runs, delivered as a written report with findings and prioritized recommendations.
• Virtual administrator placement — we recruit, vet, train, and place a virtual administrator with your business on a monthly recurring basis. Chello remains the employer of record; the VA reports operationally to you.
• Technology assessment & implementation — project-based engagements covering tech-stack audits, vendor selection, system implementation, and post-go-live support.
• Executive coaching — recurring engagements with a Chello principal supporting founder-level operational decisions.

Specific deliverables, timelines, and pricing live in your engagement letter, not here.

§ 03 — Engagement & payment

An engagement begins when both sides sign an engagement letter (or when you pay a first invoice that references one). We invoice on the schedule in the letter — usually monthly in advance for recurring services, milestone-based for project work.

Standard payment terms are net-15 from invoice date. Late invoices accrue interest at 1.5% per month (19.6% annualized) on the unpaid balance. If an invoice sits unpaid more than thirty days, we may suspend work until the balance is current; we won't terminate the engagement for late payment without written notice.

All prices are in Canadian dollars and exclude GST/HST/PST, which we'll add where applicable based on the jurisdiction the service is delivered to.

§ 04 — Confidentiality

Each side handles the other's confidential information with reasonable care, uses it only for the engagement, and doesn't share it with anyone outside the engagement team without prior written consent. This obligation survives the end of the engagement for three years.

Confidentiality doesn't apply to information that's already public, was independently developed, or must be disclosed by law. If we're legally compelled to disclose anything about you, we'll tell you first when permitted.

§ 05 — Intellectual property

You own:

• Everything you bring to the engagement (your data, your existing tools, your trademarks).
• Everything we deliver to you under the engagement (assessment reports, SOPs, custom configurations, code we wrote specifically for you).

Chello owns:

• Our methodology, frameworks, scoring rubrics, prompt libraries, and assessment templates.
• The chello.ca and portal.chello.ca software and any general-purpose tools we've built that aren't specific to your engagement.
• Anonymized, aggregated insights drawn from across our client base for internal benchmarking and product improvement.

§ 06 — VA placement specifics

Where the engagement includes a Virtual Administrator placement, the following apply in addition to the rest of these terms:

• The VA is Chello's contractor, not your employee. We handle their pay, benefits, taxes, and contractor agreement.
• You direct their day-to-day work within scope. We supervise their professional development, performance, and conduct.
• If a placement isn't working out, either side can request a replacement at no additional cost within the first sixty days of placement.
• You agree not to solicit, hire, or contract directly with any Chello-placed VA outside of Chello for the duration of the engagement and twelve months after.

§ 07 — Term & termination

Project engagements run for the term in the engagement letter and end automatically at delivery. Recurring engagements (VA placement, coaching) renew month-to-month and either side may end them with thirty days' written notice.

Either side may terminate immediately if the other has materially breached these terms and failed to cure the breach within fifteen days of written notice. We won't use this clause to short-cut the normal notice period for ordinary disagreements; it's for genuine misconduct.

On termination, we'll invoice for any work performed and unpaid up to the termination date, and return or delete your confidential information at your election.

§ 08 — Limitation of liability

We commit to performing our services with reasonable skill and care, and to the standards of our profession. Beyond that, we don't make warranties — explicit or implied — about specific commercial outcomes from our recommendations.

Each side's total liability under or arising out of these terms is limited to the fees you've paid Chello in the twelve months preceding the event giving rise to the claim. Neither side is liable for indirect, incidental, consequential, or punitive damages, lost profits, or loss of goodwill, even if advised of the possibility.

Nothing in this section limits liability that cannot be limited under Canadian law (gross negligence, willful misconduct, fraud, or statutory liability that's non-waivable).

§ 09 — Governing law & dispute resolution

These terms are governed by the laws of British Columbia and the federal laws of Canada that apply in BC. The courts of British Columbia have exclusive jurisdiction over any dispute we can't resolve directly. Before filing anything, both sides agree to attempt good-faith resolution by escalating to a senior representative of each party for at least thirty days.

§ 10 — Changes to these terms

We'll update these terms from time to time. When we make a material change we'll email active clients in advance and update the “Last reviewed” date above. Continued use of our services after the change means you accept the updated terms.

§ 11 — Contact

Questions about these terms?
Chello Operations Inc.
British Columbia, Canada
hello@chello.ca