1. Agreement to these Terms

These Terms of Service ("Terms") govern your access to and use of the website located at https://upsideconsulting.ca and any related pages, tools, forms, and content (together, the "Site"), which is operated by Upside Immigration Consulting Inc. ("Upside," "we," "us," or "our").

By accessing or using the Site, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Site.

If you are using the Site on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

Nothing in these Terms limits, and these Terms must be read subject to, any right you have under the Consumer Protection Act, 2002 (Ontario) or other applicable consumer protection legislation that cannot lawfully be waived or limited.

2. Who we are, how we are regulated, and the limits of what we may do

Upside Immigration Consulting Inc. is an immigration consulting practice located in North York, Ontario, Canada. Immigration consulting services are provided by Scholar Acha, a Regulated Canadian Immigration Consultant with Immigration and Refugee Board authorization (RCIC-IRB), who is licensed by and in good standing with the College of Immigration and Citizenship Consultants (the "College" or "CICC"), the national regulator of immigration and citizenship consultants in Canada.

You may independently verify our licensee's status through the public register maintained by the College, and we encourage you to do so.

Our services are governed by the College's Code of Professional Conduct and applicable regulatory requirements, in addition to these Terms.

2.1 We are not a law firm

We do not provide legal services except to the extent that a Regulated Canadian Immigration Consultant is authorized under Canadian law to provide immigration and citizenship advice and representation. We do not practise law in any other area.

2.2 Matters we are not authorized to handle

Please read this section carefully. It describes work we cannot do for you.

A Regulated Canadian Immigration Consultant is authorized to advise on and represent clients in immigration and citizenship applications before Immigration, Refugees and Citizenship Canada, the Canada Border Services Agency, and, where the consultant holds IRB authorization, before divisions of the Immigration and Refugee Board of Canada.

A Regulated Canadian Immigration Consultant is not authorized to:

Represent you in an application for leave and judicial review, or any other proceeding, before the Federal Court of Canada or the Federal Court of Appeal. Only a lawyer licensed in Canada may do so;
Represent you in any criminal, family, employment, civil, or other non-immigration proceeding; or
Provide legal advice on matters outside immigration and citizenship, including tax, corporate, family, or criminal law.

Where your matter requires representation before the Federal Court or otherwise falls outside our authorized scope, we will tell you and we will recommend that you retain a lawyer. Any general information on the Site concerning Federal Court judicial review, appeals, or other court proceedings is published for educational purposes only and must not be read as an offer to represent you in those proceedings.

3. No consultant-client relationship is created by using this Site

This is important. Please read it carefully.

Your use of the Site does not create a consultant-client relationship between you and Upside or between you and Scholar Acha. No consultant-client relationship is formed by any of the following:

Browsing, reading, or downloading content from the Site;
Using any calculator, questionnaire, assessment tool, or checklist on the Site;
Submitting a contact form, pre-assessment form, or booking request;
Sending us an email, text message, or voicemail; or
Attending an initial or introductory consultation.

A consultant-client relationship is created only when both of the following have occurred: (a) we have expressly agreed in writing to act for you on a specific matter, and (b) a written retainer agreement has been signed by you and by us, as required by the College.

Until a written retainer agreement is in place: we owe you no professional duty in respect of any immigration matter; we are not responsible for monitoring, calculating, or meeting any deadline in your matter; and you must not rely on any information you receive from us as advice specific to your situation.

3.1 Unsolicited information and adverse interests

Information you send us before a written retainer agreement is in place is not protected by any duty of confidentiality arising from a consultant-client relationship. Sending us information does not oblige us to accept you as a client and does not prevent us from acting, or continuing to act, for another person whose interests are or may become adverse to yours. We may already act for such a person.

3.2 No fiduciary or agency relationship

Nothing in these Terms and nothing on the Site creates a fiduciary relationship, partnership, joint venture, agency, or employment relationship between you and us.

4. Information on this Site is general, not advice

All content on the Site, including articles, blog posts, guides, checklists, timelines, processing-time estimates, frequently asked questions, videos, and downloadable materials, is provided for general information and educational purposes only. It is not immigration advice, legal advice, tax advice, or financial advice, and it is not a substitute for a personalized professional assessment of your circumstances.

Canadian immigration law, regulations, program criteria, eligibility requirements, government fees, processing times, and program intake windows change frequently and often without notice. Content on the Site reflects our understanding as at the date of publication and may become outdated. We do not undertake to update any content.

You should not act, or refrain from acting, on the basis of anything on this Site without first obtaining advice specific to your situation. Official and current program information is published by Immigration, Refugees and Citizenship Canada (IRCC) and other government authorities, and government sources are always authoritative over anything on this Site.

5. Assessment tools, calculators, and pre-assessment forms

The Site may make available self-service tools, including score calculators, eligibility questionnaires, and pre-assessment forms (together, the "Tools").

The Tools produce estimates and preliminary indications only. They are automated, they rely entirely on the information you enter, and they do not constitute an eligibility determination, an assessment of your admissibility, or a professional opinion. Results generated by the Tools:

Are not verified by us for accuracy;
Do not account for the full range of factors relevant to any application;
May not reflect the most recent program criteria, draw thresholds, or intake windows; and
Must not be relied upon as the basis for making an application, resigning from employment, disposing of property, making financial commitments, or making any other decision.

Where a Tool is described as a "free assessment," "free pre-assessment," or similar, that description refers to a preliminary review at no charge. It does not create a consultant-client relationship and does not oblige us to accept you as a client.

6. No guarantee of outcome

We do not and cannot guarantee the outcome of any immigration application, appeal, or proceeding.

All decisions on immigration, visa, permit, permanent residence, citizenship, and related applications are made solely by IRCC, the Immigration and Refugee Board, a visa office, a border services officer, a provincial or territorial authority, or another competent government decision-maker. None of these authorities is under our control or influence.

We do not guarantee, and you must not understand us to have guaranteed:

That any application will be approved;
That any application will be processed within any particular timeframe;
That any program will remain open, or that its criteria will remain unchanged;
That any invitation to apply, nomination, or selection will be issued to you; or
Any particular score, ranking, or assessment result.

Any statement by any person, whether on the Site or otherwise, that purports to guarantee an immigration outcome is unauthorized and is void. Guaranteeing outcomes is prohibited under the College's Code of Professional Conduct, and we do not do it.

7. Fees, government charges, and payment

Where we agree to act for you, our professional fees, disbursements, payment schedule, and scope of work will be set out in the written retainer agreement. Fee information appearing on the Site, if any, is indicative only, is not an offer, and is subject to change until confirmed in a signed retainer agreement.

You are separately responsible for all government and third-party charges, including IRCC processing fees, biometrics fees, right of permanent residence fees, provincial nomination fees, medical examination costs, police certificate costs, translation and certification costs, courier costs, and language testing and credential assessment fees. These are set by the relevant authority or provider, are payable to that party, and are not included in our professional fees unless the retainer agreement expressly says otherwise.

Government fees are generally non-refundable by the authority that collects them, including where an application is refused.

Refunds of our professional fees, if any, are governed exclusively by the signed retainer agreement and by applicable College requirements.

7.1 Payment processing

Payments made through the Site, if any, are processed by third-party payment providers. We do not collect or store your full payment card details. Your use of a payment provider is subject to that provider's terms and privacy policy.

8. Bookings and consultations

Where the Site allows you to book a consultation, your booking is a request and is confirmed only when we confirm it. We reserve the right to decline or reschedule a booking, and to decline to accept any person as a client, at our discretion and consistent with our professional obligations.

Consultations are limited to the scheduled time and to the subject matter discussed. Information provided in a consultation is based on what you tell us at the time and on the documents you provide. If the information you provide is incomplete, inaccurate, or misleading, any view we express may be wrong.

Cancellation, rescheduling, no-show terms, and any consultation fee will be as stated at the time of booking.

9. Your responsibilities

If we act for you, and to the extent you interact with us through the Site, you agree that you will:

Provide complete, accurate, and truthful information and documents;
Promptly disclose any prior refusal, misrepresentation finding, removal order, criminal charge or conviction, medical condition relevant to admissibility, or any change in your circumstances;
Not withhold information material to your matter;
Respond to our requests for information and documents within the timeframes we specify; and
Not submit, or ask us to submit, any false, forged, altered, or misleading document.

Misrepresentation to Canadian immigration authorities carries serious consequences, including refusal, a multi-year bar on entry to Canada, and loss of status. We will not assist any person to make a misrepresentation. We will decline or terminate a matter where we identify an intention to do so, and we may be required to take further steps under our professional obligations.

The accuracy of any advice we give depends on the accuracy and completeness of what you provide to us.

10. Communications and electronic messages

You agree that we may communicate with you by email, telephone, text message, or another method you have provided or agreed to. Internet, email, and messaging communications are not fully secure and may be intercepted, delayed, misdirected, or lost. By contacting us electronically, you accept the risks inherent in electronic communication.

Do not send us sensitive personal information, identity documents, or confidential details through unsecured channels or social media messaging. Do not rely on an electronic message to communicate anything urgent or deadline-sensitive unless we have confirmed receipt.

10.1 Commercial electronic messages

Where you provide your email address to receive updates, newsletters, or similar communications, you consent to receive commercial electronic messages from us in accordance with Canada's Anti-Spam Legislation (CASL). Every such message will identify us and include a functioning unsubscribe mechanism. You may withdraw your consent at any time by using that mechanism or by contacting info@upsideconsulting.ca, and we will give effect to your withdrawal promptly. Withdrawing consent to marketing messages does not affect communications necessary for a matter in which we act for you.

11. Privacy, personal information, and file retention

Our collection, use, retention, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference, and by applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA).

By using the Site or submitting information through it, you consent to the handling of your personal information as described in our Privacy Policy.

Where we act for you, we will handle your confidential information in accordance with our professional obligations under the College's Code of Professional Conduct, and we will retain and dispose of your file in accordance with the retention periods required by the College and applicable law.

12. Intellectual property

All content on the Site, including text, articles, blog posts, guides, checklists, graphics, logos, trade names, layout, video, and the selection and arrangement of that content, is owned by Upside or used under licence, and is protected by Canadian and international copyright, trademark, and other intellectual property laws.

You may view, download, and print content from the Site for your own personal, non-commercial use only. Except as expressly permitted in section 12.1, you may not, without our prior written consent:

Reproduce, republish, distribute, or make the content publicly available;
Modify, adapt, or create derivative works from the content;
Use the content for any commercial purpose, including in any competing service;
Remove or alter any copyright, trademark, or attribution notice; or
Use any automated means to scrape, harvest, crawl, or systematically extract content from the Site.

12.1 Search indexing and AI citation

We permit search engines and AI assistants to crawl, index, quote from, summarize, and cite content on the Site, provided that the use attributes the content to Upside Immigration Consulting Inc. or Scholar Acha, RCIC-IRB, and, where the medium allows, links to the source page on the Site. This permission is subject to any restriction we express through machine-readable means, including our robots.txt file.

This permission covers indexing, retrieval, quotation, and citation. It does not grant any licence to reproduce content in substantial part, to republish content as a standalone work, or to incorporate content into a training corpus or dataset for the development of a machine learning or artificial intelligence model. All rights not expressly granted in this section are reserved.

"Upside Immigration Consulting" and our logo are our trade names and marks. Nothing on the Site grants you a licence to use them.

13. Acceptable use

You agree not to use the Site:

In any way that breaches any applicable law or regulation;
To transmit any virus, malicious code, or harmful material;
To gain or attempt to gain unauthorized access to the Site, our systems, or any account;
To interfere with, disrupt, or place an unreasonable load on the Site or its infrastructure;
To impersonate any person, including any member of our team;
To submit false, fraudulent, or abusive enquiries or bookings; or
To harass, threaten, or abuse any person.

We may suspend or terminate your access to the Site where we reasonably believe you have breached these Terms.

14. Third-party links, services, and content

The Site may contain links to third-party websites, including government websites, and may use third-party services for functions such as scheduling, payment processing, form submission, analytics, and hosting.

Third-party websites and services are not under our control. We provide links and integrations for convenience only. We do not endorse, and we are not responsible for, the content, accuracy, availability, security, or privacy practices of any third party. Your use of a third-party website or service is governed by that party's own terms and privacy policy.

Government publications, forms, and processing-time tools are maintained by the relevant authority and may change at any time without notice to us.

15. Disclaimer of warranties

This section does not limit any warranty, condition, or right that cannot lawfully be limited or excluded, including under the Consumer Protection Act, 2002 (Ontario). Subject to that, and to the maximum extent permitted by applicable law, the Site and all content and Tools on it are provided "as is" and "as available," without warranty or condition of any kind, whether express, implied, or statutory.

Without limiting the foregoing, we do not warrant that:

The Site or its content is accurate, complete, current, or free of error;
The Site will be available without interruption, or that it will be secure or free of viruses;
Any defect will be corrected; or
Any result obtained from using the Site or the Tools will be accurate or reliable.

16. Limitation of liability

This section is subject to the following exceptions, and nothing in it applies to: liability for fraud or fraudulent misrepresentation; any liability that cannot lawfully be limited or excluded; any right you have under the Consumer Protection Act, 2002 (Ontario) or other applicable consumer protection legislation; or our liability in respect of professional services provided under a signed retainer agreement, which is governed by that agreement, by applicable College requirements, and by our professional liability insurance, and is not limited by this section.

Subject to those exceptions, and to the maximum extent permitted by applicable law:

(a) We are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profit, revenue, opportunity, data, or goodwill, arising out of or in connection with your use of the Site, whether in contract, tort (including negligence), statute, or otherwise.

(b) We are not liable for any loss or damage arising from your reliance on general information or Tool output on the Site, from any decision you make or refrain from making on the basis of the Site, from any missed deadline in a matter for which we have not been formally retained, or from the act or omission of any government authority or third party.

(c) Our total aggregate liability arising out of or in connection with your use of the Site is limited to the total amount you have paid us, if any, in respect of your use of the Site.

17. Force majeure

We are not liable for any delay in or failure to perform any obligation, or for any loss arising from such delay or failure, where it is caused by an event beyond our reasonable control. Such events include:

Any act, omission, delay, suspension, policy change, system outage, or portal failure of IRCC, the Immigration and Refugee Board, a visa office, the Canada Border Services Agency, a provincial or territorial authority, or any other government body;
The closure, suspension, pausing, or alteration of any immigration program, stream, or intake window;
Labour disruption or industrial action, including at any government department or third-party service provider;
Failure or interruption of telecommunications, internet, hosting, or power infrastructure;
Cyberattack, epidemic, pandemic, public health measure, natural disaster, fire, flood, war, civil unrest, or act of terrorism; and
Any change in law or regulation.

Where such an event occurs, we will notify you where reasonably practicable and will use reasonable efforts to mitigate its effect on your matter.

18. Indemnity

You agree to indemnify and hold harmless Upside Immigration Consulting Inc., its directors, officers, employees, and contractors from and against any claim, demand, loss, liability, cost, or expense (including reasonable legal fees) arising out of or in connection with your breach of these Terms, your misuse of the Site, or any false, misleading, or unlawful information or document you provide to us. This section does not apply to the extent the claim arises from our own negligence or wilful misconduct, and does not limit any right you have under applicable consumer protection legislation.

19. Complaints and regulatory oversight

If you are dissatisfied with our services, we ask that you raise the matter with us first at info@upsideconsulting.ca so that we have the opportunity to address it.

You also have the right at any time to make a complaint about a Regulated Canadian Immigration Consultant directly to the College of Immigration and Citizenship Consultants, which is the regulator responsible for the professional conduct of RCICs. The College maintains a public complaints and discipline process, and information on how to file a complaint is available on the College's website. Nothing in these Terms restricts, conditions, or is intended to discourage your right to do so.

20. Minors

The Site is not directed at children and we do not knowingly collect personal information from a person under the age of 16 through the Site. Where an immigration matter concerns a minor, we deal with the parent, legal guardian, or other person authorized to act for that minor.

21. Changes to these Terms; suspension of the Site

We may amend these Terms at any time. The amended Terms take effect when posted on the Site with an updated "Last updated" date. Your continued use of the Site after that date constitutes acceptance of the amended Terms. We will retain dated copies of superseded versions.

Where we act for you under a signed retainer agreement, changes to these Terms do not alter that agreement, which may be amended only as that agreement provides.

We may change, suspend, restrict, or discontinue the Site or any part of it at any time, with or without notice, and we are not obliged to keep any content available.

22. Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or with your use of the Site, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of laws principles.

The courts of the Province of Ontario have jurisdiction over any such dispute or claim, and you attorn to that jurisdiction. This section does not operate as an exclusive forum selection clause against a consumer, and nothing in it limits any right you may have under applicable consumer protection legislation to bring or defend proceedings in the jurisdiction in which you reside, or to commence or join a class proceeding.

23. Notices

We may give you notice by email to the address you have provided, by post to the address you have provided, or by posting on the Site. Notice by email or by posting on the Site is effective on the day it is sent or posted. You may give us notice by email to info@upsideconsulting.ca or by post to the address in section 25.

24. General

Severability. If any provision of these Terms is found invalid, illegal, or unenforceable, that provision is severed to the minimum extent necessary and the remaining provisions remain in full force and effect.

Survival. Sections 3, 4, 6, 9, 11, 12, 15, 16, 18, 22, 23, and 24 survive any termination of these Terms or of your use of the Site.

No waiver. Our failure or delay in enforcing any provision is not a waiver of that or any other provision.

Entire agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and us in relation to your use of the Site. Where you have signed a retainer agreement with us, that agreement governs the services described in it and prevails over these Terms to the extent of any inconsistency in relation to those services.

Assignment. You may not assign or transfer your rights under these Terms. We may assign our rights and obligations under these Terms in connection with a reorganization or transfer of our business, except that no client matter, client file, or retainer agreement may be assigned or transferred otherwise than in accordance with our professional obligations under the College's Code of Professional Conduct and with your consent where required.

Language. These Terms are drafted in English, and the parties confirm their wish that these Terms be in English. Where a translation is provided for convenience, the English version prevails, except where applicable law requires otherwise, including in respect of Quebec consumers under the Charter of the French Language. A French version will be provided on request.

Headings. Headings are for convenience only and do not affect interpretation.

25. Contact us

Questions about these Terms may be directed to:

Upside Immigration Consulting Inc. 2506, 5 Zappacosta Drive North York, Ontario M9M 0G9 Canada

Email: info@upsideconsulting.ca Telephone: +1 (437) 455-8806 Website: https://upsideconsulting.ca