Terms for Troy's Services

3.1The Troy Score

In plain EnglishThe Score is free, a person prepares it from read-only access, and the fixes are yours to keep whether or not you ever pay Troy.

A Troy strategist prepares each Score by hand, from read-only access to the Client Accounts you choose to connect and from your public website. Troy changes nothing in an account to prepare a Score.

The Score is delivered with the evidence behind every deduction and a ranked list of fixes. Each fix carries instructions complete enough to do it yourself. Where a fix is shown with a money figure, the figure is a labelled range drawn from your own account history, or it is left out entirely. It is an estimate, never a promise of recovery.

The instructions are yours. You may keep them, use them, give them to your own team, or give them to another agency, whether or not you ever pay Troy anything. The diagnosis is not a paywall for the cure.

The formula is published and versioned. When it changes, the change and the reason are published with it.

The Score grades foundations and ranks opportunities. The layer that compares your efficiency with similar businesses does not exist yet, because it is only honest once enough accounts are connected to compare against. Where a report is missing that layer, it says so.

The Score is free: no Order, no fee, no minimum and no obligation to buy anything afterwards. Troy still prepares it with reasonable skill and care under clause 14. Troy may decline to prepare a Score, or stop preparing one, without giving a reason.

3.2The Fix Sprint

In plain EnglishA one-off job for $3,900, scoped in writing before it starts. Half comes back as credit if you sign a retainer within 30 days.

A Fix Sprint costs $3,900, charged once. Troy agrees the scope with you in writing before the work starts: what will be done, what will not, what Troy needs from you, and when it ends. Work outside that scope is a new Order.

If you sign a Troy's team retainer within 30 days of the Fix Sprint report being delivered, half of the fee — $1,950 — is credited against the first month of that retainer. The credit is applied once, to one invoice. It is not repayable in cash and it does not carry forward past that invoice.

A Fix Sprint is work, not an outcome. It delivers the agreed fixes, carried out with reasonable skill and care. It does not promise a result, a Score, or a change in what you earn.

Anything Troy writes to a Client Account during a Fix Sprint follows clause 4 in full. A Sprint does not suspend the approval rules.

3.3Troy's team

In plain EnglishA named strategist runs your marketing for a flat monthly fee. Which tier you are on follows how much media you spend.

Troy's strategists run your marketing in the Client Accounts, using Troy's own tools, the platforms' official connectors and AI workflows. A named strategist is responsible for your account and you are told who they are. If that person changes, Troy tells you.

The fee is flat, per Workspace, with unlimited seats. AI and tool usage is charged on top at cost, itemised, with no mark-up — see clause 7.2.

The bands measure how much work an account takes. If your Media Spend sits above your band for two consecutive months, Troy will tell you and the parties agree the next tier in writing. Troy does not move a tier on its own, and does not stop work while the question is open.

Media Spend above $200,000 a month is outside both tiers. Troy and you agree the scope and the fee in an Order before Troy takes that work on.

The fee does not cover your Media Spend, your own software subscriptions, stock photography and creative licences, or anything the Order lists as excluded.

3.4The platform and the Agents

In plain EnglishYou cannot buy these today. When you can, the price may not be the one on the site.

The Troy platform, the Agents tier and the Yourself tier are not generally available. Agents open by invitation from 2027. Yourself is a waitlist.

The prices published for them are indicative: from $299 a month per Workspace for Agents, about $1,500 a month for a strategist on call on top of Agents, and $99 a month or $79 billed annually for Yourself. They are not held open and they are not an offer you can accept.

Troy publishes no price per agent run, per credit or per action, and will not publish one until the cost of a run has been measured on at least 500 real runs. Until then the Workspace fee is the fee, and usage passes through near cost.

Nothing here obliges Troy to launch these services, to launch them on a date, or to launch them at the indicative price. If you are invited, the terms you are given then apply alongside these.

Agents draft, build and propose. They do not decide. Every write an Agent makes is subject to clause 4: it lands paused or as a draft, and nothing reaches an audience or spends money without an Approval.

4.1Scoring is read-only

In plain EnglishTo score an account, Troy only looks.

To prepare a Score, Troy asks to be added as a viewer. Troy makes no change of any kind in a Client Account to prepare a Score, and you can remove the access the same day.

4.2How a write lands

In plain EnglishPaused, or as a draft. Turning it on stays with you.

When Troy or an Agent writes to a Client Account during an Engagement, the write lands paused or as a draft. A new ad is created paused. An email is written into your own email tool as a draft. Switching it on is yours to do.

Troy does not send email or text messages on your behalf from its own systems, and does not import or upload marketing lists. A send is yours to make, from your own tool, and needs your confirmation about consent under clause 5.

That division matters for the law about commercial electronic messages. Where a message is sent to or from Canada, Canada's Anti-Spam Legislation (CASL) puts its duties on the person who sends it or causes it to be sent, and its penalties are large. Troy drafts the message; you are the sender. Troy will not send one, will not approve a send on your behalf, and will not draft against a list you cannot show a basis for — see clause 5.

4.3Live changes and the Cap

In plain EnglishAnything that reaches people or spends money needs a named person's approval, and it has to be inside the limit you set.

A live change is anything that reaches an audience or changes what is spent. A live change happens only with an Approval from a named person on your side, and only inside the Cap.

You set the Cap in writing, in the Order or in a separate spend authority, and you can lower it at any time. Nothing over the Cap runs: it is refused, not queued. Where a platform enforces its own limits, Troy sets them there as well, so the Cap does not rest on Troy's software alone.

No spend change is unattended, at any size. There is no threshold below which Troy or an Agent may change live spend without asking.

An Approval request can wait for days without losing its state. An Approval covers the change described in it and nothing else, and it is not a standing authority for similar changes later.

4.4The change log

In plain EnglishEvery change is recorded, permanently, with who approved it.

Every change Troy or an Agent makes in a Client Account is written to the Change Log: what changed, from what to what, when, which person or Agent made it, and who approved it.

The log is permanent. A revert adds an entry; it never removes one. You can ask for it at any time during the Engagement and you get a copy when the Engagement ends. There is no client portal yet, so today Troy sends it to you rather than giving you a screen to read it on.

4.5If access is withdrawn during an engagement

In plain EnglishYou can pull the access at any time. Troy stops the work that needs it, and that on its own does not end the contract.

If you withdraw access, Troy stops the work that depends on it and tells you promptly what can no longer be delivered. Troy will not try to regain access by another route.

Withdrawing access is not by itself notice to end the Engagement and does not reduce the fees for the period. If access is not restored and the work cannot be done, either party may end the Engagement under clause 8.

A seat a strategist holds on your own account is separate from an API token. A revoked token does not end the work; closing the seat does.

What happens to data Troy has already read is set out in the privacy policy and the data processing addendum.

Data read from the Client Accounts is deleted within 30 days of the account being disconnected or the engagement ending, whichever is first (a proposed default, not yet approved)?.

7.1Invoicing

In plain EnglishA retainer is billed in advance and an invoice falls due within the period below. The Order can say something different, and if it does the Order wins.

Unless the Order says otherwise, a retainer is invoiced monthly in advance, on the first working day of each month (a proposed default, not yet approved)?, and an invoice falls due 14 days from the date of invoice (a proposed default, not yet approved)?.

A retainer is charged per calendar month for the Workspace named in the Order. A partial first or last month is charged pro rata by days unless the Order says otherwise.

The Fix Sprint fee is charged once, as the Order states. The credit in clause 3.2 is applied to the first retainer invoice when it is earned.

If you dispute an invoice, tell Troy in writing with the reason before it falls due, and pay the part that is not in dispute. Troy will not treat a genuinely disputed amount as late while it is being dealt with.

7.2Taxes, usage and expenses

In plain EnglishPrices exclude tax, and no Canadian sales tax is added today. AI and tool usage is passed on at cost, itemised. Nothing else is charged unless you agreed to it first.

Fees exclude value added tax, goods and services tax, sales tax and any equivalent. Where Troy must charge one it is added and shown separately. Where you are required to withhold a tax, the amount payable is increased so that Troy receives what the Order states.

Troy is established in Ontario, Canada, so the Canadian tax that could arise on its invoices is GST/HST. Troy is not registered for GST/HST, so no Canadian sales tax is added to the published prices. That changes once Troy passes the small-supplier threshold, and this page will say so when it does. The prices in clause 3 are therefore the amounts invoiced, and an invoice that ever does carry tax will show what is charged and why.

Your own tax position is yours. Whether a United States state requires tax on services bought there, and whether you must account for tax on a supply received from outside your country, follows the rules where you are. Troy has not assessed that for your business, and nothing here is tax advice.

AI and tool usage is charged at cost, itemised on the invoice, with the underlying amount shown. Troy adds no mark-up to it. For Agents workspaces, when they exist, usage passes through near cost until the cost of a run has been measured.

Any other expense is charged only if you agreed to it in writing first.

7.3Late payment

In plain EnglishTroy will ask before it does anything. Suspension is the last step, and it never means turning your campaigns off.

If an invoice is overdue Troy will tell you and ask. If it stays unpaid, Troy may charge interest at 1.5% a month (18% a year) on any overdue amount, or the maximum the law allows if that is lower (a proposed default, not yet approved)?, and may suspend the services on written notice until it is paid.

The yearly figure is given as well as the monthly one because Canadian law limits what can be recovered where a contract states a rate for a period shorter than a year without also stating the yearly equivalent. Where the law that applies to you caps the rate lower, the cap applies instead.

Suspension is not termination. While suspended, Troy leaves the Client Accounts as they are, deletes nothing, turns nothing off, and takes no live campaign down. Fees continue to accrue for the period.

Troy will not suspend over an amount genuinely disputed in writing where the undisputed part has been paid.

8.1Term and renewal

In plain EnglishIt starts when the Order says and renews monthly until someone stops it.

An Engagement starts on the date the Order names and runs for the term the Order sets. Unless the Order says otherwise, a retainer runs month to month and renews each month until one side gives notice.

A retainer ends on 30 days' written notice, on either side (a proposed default, not yet approved)?, unless the Order sets a different period. The notice is the same for both sides.

A Fix Sprint ends when the agreed scope has been delivered. A Score is not an engagement and ends when it is delivered.

8.2Ending it for convenience

In plain EnglishGive the notice set out above. Work and fees run through the notice period.

Either party may end a retainer for convenience by giving the notice in clause 8.1. Work continues and fees remain payable through the notice period, and Troy will use it to hand over properly rather than to wind down quietly.

Troy may offer a smaller arrangement to a client who gives notice: fewer services, a lower fee, or a strategist on call alongside the platform once it exists. It is an offer, not an obligation on either side, and it never happens without a new Order.

8.3Ending it for cause

In plain EnglishSerious breach, insolvency, or a change that would put Troy outside the law.

Either party may end the Agreement immediately, in writing, if the other: commits a material breach that cannot be put right; commits a material breach that can be put right and does not put it right, having been given 30 days to put it right after written notice (a proposed default, not yet approved)?; or becomes insolvent, stops trading, or has a trustee, liquidator, receiver, monitor or equivalent appointed.

You may end the Agreement immediately if Troy or an Agent makes a live change outside the Cap or without an Approval.

Troy may end or suspend the Agreement immediately if continuing would break the law, break a platform's terms, or require Troy to publish a claim it cannot substantiate. Troy will say which, and will not use this clause to escape a commitment it can lawfully keep.

Troy may also suspend immediately for a breach of the acceptable use policy, for as long as the breach continues.

8.4What happens at the end

In plain EnglishTroy hands things over, removes its access, and invoices for what has been done. Nothing is held hostage.

• Troy stops work on the date the Engagement ends.
• Troy removes its access to the Client Accounts, or asks you to remove it, and confirms when it is done.
• Troy hands over the Deliverables you have paid for, the Change Log, and the documentation a new team would need, in a form that can be used without Troy's software.
• Troy invoices for work done and expenses committed up to the end date, and you pay what is owed.
• Each party returns or deletes the other's Confidential Information under clause 12, and personal data is dealt with under the data processing addendum.

Troy does not hold work hostage over a disputed invoice. Deliverables you have paid for are handed over whatever else is outstanding.

Nothing is locked to Troy. The Client Accounts stay yours, no pixel, tag, domain, list or ad account is ever held in Troy's name, and there is nothing to migrate.

Credits are not repayable in cash. A Fix Sprint credit that has not been applied when a retainer ends lapses.

Troy keeps the record of the Engagement — the Order, the invoices, the Change Log and the correspondence — for 7 years after the engagement ends (a proposed default, not yet approved)?, so a question or a claim raised later can still be answered. Ontario's basic limitation period is generally two years from the day a claim is discovered, with a longer ultimate period, and Canadian tax law sets its own minimum for books and records; the period above is meant to clear both, and which one reaches a particular claim depends on the facts. Data read from the Client Accounts is not kept that long: it is deleted within 30 days of the account being disconnected or the engagement ending, whichever is first (a proposed default, not yet approved)?.

These survive the end of the Agreement: clause 2, fees already due, clause 9, clause 12, clause 13, clause 14, clause 15, clause 16, and any clause that by its nature is meant to.

9.1Yours stays yours

In plain EnglishTroy gets a licence to do the work, and nothing else.

Your brand, trade marks, products, content, Client Accounts and Client Data are and remain yours. The Agreement gives Troy no right in them beyond a licence to use them to perform the Engagement, which ends when the Engagement does.

9.2The deliverables

In plain EnglishWhen you have paid for it, it is yours to keep and to change.

On payment of the fees for the work that produced them, Troy assigns to you the rights it holds in the Deliverables made specifically for you. Where an assignment is not possible, Troy grants you a perpetual, worldwide, non-exclusive, royalty-free licence to use, change, and keep using them for your business, including after the Engagement ends.

Before payment you have a licence to use the Deliverables for the Engagement, so nothing stalls while an invoice is in the post.

The fixes and instructions in a Score are yours whether or not anything is paid, as clause 3.1 says.

9.3Troy's methods stay Troy's

In plain EnglishThe playbooks, the formula and the software are Troy's. Using them for you does not give them away.

Troy keeps everything it brought and everything it builds for itself: its methods, playbooks, prompts, internal tools, the Troy Score formula and rubric, its templates, its design system, its software and the Agents. A Deliverable may embody them; that does not transfer them. You get the licence in clause 9.2 and nothing beyond it.

Troy's people may use the skill and general know-how they carry in their heads on other work, as long as they use none of your Confidential Information or Client Data to do it.

Troy may use aggregate, anonymous metrics from your accounts to build peer benchmarks only with your separate opt-in consent. That consent is never tied to a discount, is asked for on its own, and can be withdrawn. Without it, Troy uses your data for your own Engagement and nothing else. That is a limit on what Troy does with it, not a statement that nobody else can reach it — clause 13 describes the systems it sits on and who can see them.

15.1Limitation of liability

In plain EnglishTroy's liability is capped by reference to what you paid. Some things can never be capped, and a spend error is not hidden behind the word 'indirect'.

Nothing in the Agreement limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; wilful misconduct; your obligation to pay fees that are due; or anything else the law does not allow to be limited, including anything provincial or state consumer legislation protects where it applies to you.

Neither party is liable to the other for indirect or consequential loss, for loss of profit, revenue, business, goodwill, anticipated savings or opportunity, or for loss or corruption of data to the extent it results from the other party's failure to keep its own backups.

Subject to the two clauses above, each party's total liability arising out of or in connection with the Agreement, whether in contract, tort including negligence, or otherwise, is limited in aggregate to the total fees paid under the affected order in the 12 months before the claim (a proposed default, not yet approved)?.

Where no fees are payable — a free Troy Score — Troy's liability is limited to the fullest extent the law allows, and the things that can never be excluded stay unexcluded.

Media Spend made outside the Cap or without an Approval, where Troy or an Agent caused it, is a direct loss. It is not excluded by this clause and is not treated as loss of profit, although it remains subject to the aggregate limit.

15.2Indemnities

In plain EnglishTwo narrow ones, each about things only one side controls.

You indemnify Troy against third-party claims, reasonable costs and — so far as the law allows a fine to be indemnified at all — regulatory fines, arising from: your products, offers, prices and claims; content, imagery, data or trade marks you gave Troy to use; your marketing lists and the consent behind them; your breach of a platform's terms or of advertising, consumer or marketing law; and an instruction you gave that Troy advised against in writing and you told it to carry out anyway.

Troy indemnifies you against third-party claims that a Deliverable created by Troy, used as Troy delivered it, infringes that third party's copyright. This does not cover: trade mark claims; material you supplied or directed; a Deliverable you changed; a Deliverable used outside the purpose it was made for; or output generated by an AI tool where the claim is about the generation itself.

An indemnity applies only if the party claiming it tells the other promptly, does not admit liability, and lets the other conduct the defence while taking its reasonable input into account.

These are the only indemnities. Neither party gives a general indemnity, and neither indemnity displaces the limit in clause 15.1 except where that clause says so.

15.3Insurance

In plain EnglishTroy holds none. That is worth knowing before you sign anything, so it is stated rather than left out.

Troy holds no professional indemnity and no cyber insurance. No Order states any cover today, and nothing in the Agreement, on the website or in a proposal should be read as implying that a claim against Troy would be met by an insurer.

That has a direct consequence for the work. Until cover for spend errors is in place, Troy takes no spend authority: the work stops at drafts and proposals, and every live change is one you make yourself — see clause 4.3.

It matters for clause 15.1 too. The cap there is a contractual limit on what Troy owes; it says nothing about whether Troy could pay a claim up to it, and there is no policy standing behind it.

If Troy buys cover, the Order will state what it is, the limits and how long it is held, Troy will keep it in force for the Engagement, and it will give you evidence of it on request. Until then there is nothing to give evidence of, and Troy will say so rather than send a certificate that does not exist.

16.1Publicity and case studies

In plain EnglishTroy will not name you or publish your numbers without your written permission.

Troy will not name you as a client, use your name or logo, describe your results, or publish a case study without your written permission for that specific use. Permission for one thing is not permission for another.

You may withdraw permission for future use at any time. Troy will stop using it and take it down from its own pages, though it cannot recall something already printed or reposted elsewhere.

Any figure Troy publishes about your work must be one you have checked, and Troy keeps the evidence for it on file. Troy publishes no invented logos, testimonials or results, about you or about anyone else.

Where an Order gives a lower price in return for a case study and consent to use data, the Order states exactly what is being agreed, and the consent is still yours to withdraw for future use.

16.2Not poaching each other's people

In plain EnglishMutual, modest, and it does not stop anybody from taking a job they applied for.

Neither party will approach an employee or contractor of the other with the intention of employing or engaging them, while the Engagement runs and for 12 months after the engagement ends, and only for people who actually worked on it (a proposed default, not yet approved)?.

This does not catch a public job advertisement, a recruitment campaign not aimed at that person, or someone who applies unprompted. Neither party will use this clause to stop someone taking a job they want.

A restriction of this kind holds only so far as a court finds it reasonable, which is why this one is mutual, short, and limited to people who actually worked on the Engagement. It is a non-solicitation clause between two businesses and it is not a non-competition clause about anybody's employment.

16.3Events beyond either party's control

In plain EnglishNeither side is in breach for something genuinely outside its control.

Neither party is in breach for a failure caused by something beyond its reasonable control, including natural events, war, terrorism, epidemic, industrial action, and the failure of a utility or public network. The affected party tells the other, does what it reasonably can to work around it, and the affected obligation is suspended while it lasts.

This does not excuse the payment of money already due. A continuing event has a limit: 30 days, after which either side may end the affected order (a proposed default, not yet approved)?, on written notice.

A platform's decision about your account is not an event of this kind. It is dealt with in clause 10.

16.4Assignment and sub-contracting

In plain EnglishNeither side hands the contract to someone else without asking, with two narrow exceptions for Troy.

Neither party may assign or transfer the Agreement without the other's written consent, which will not be unreasonably withheld.

Troy may assign it to a company in Lunari Group, or to a buyer of the business or assets it relates to, on written notice to you.

Troy may sub-contract parts of the work, including to people in Lunari Group or Louin, and stays responsible for that work as if it were its own. Where a sub-contractor processes personal data, the sub-processor rules in the data processing addendum apply and the sub-processor document is updated. Lunari Group already processes your data, whether or not it is sub-contracted any of the work — see clause 13.

Nobody who is not a party to the Agreement may enforce it.

16.5Notices

In plain EnglishFormal notices go to one address. Day-to-day work does not.

A formal notice — termination, a breach, a claim — is in writing and takes effect when it is delivered. Notices to Troy go to troy@louin.io, and may also be sent to Unit 6, 10651 Keele Street, Maple, Ontario L6A 3Y9, Canada. Notices to you go to the contact named in the Order and to the billing address on your most recent invoice.

Day-to-day work — briefs, reports, requests and approvals — goes through the approval queue, email, or whatever the Order names. Those are not notices under this clause, and an Approval given in the queue is still an Approval.

General questions go to troy@louin.io. Anything about personal data goes to privacy@louin.io. A suspected vulnerability goes to troy@louin.io.

16.6The whole agreement, severability and waiver

In plain EnglishWhat is written down is the deal. One bad clause does not sink the rest.

The Agreement is the entire agreement between the parties about its subject and replaces anything said or written before it, including proposals, pitch decks, pricing pages and anything published on troy-agency.com. Neither party relies on a statement that is not in it. Nothing in this clause limits liability for fraud.

If a clause is unenforceable it is changed to the smallest extent needed to make it work, and the rest of the Agreement stands.

A right not exercised is not a right given up. A waiver must be in writing and applies only to the occasion it was given for.

A change to the Agreement must be in writing and agreed by both parties, except a change made to these terms under clause 16.8.

16.7Which document wins

In plain EnglishIf two documents disagree, this is the order they are read in.

A conflict is resolved in that order and only to the extent of the conflict. An Order cannot change the data processing addendum, and a policy cannot reduce a right an Order gives you.

16.8Changes to these terms

In plain EnglishTroy can change these terms going forward, never backwards, and a change that costs you something lets you leave.

Troy may change these terms. A change applies to a new Order immediately, and to a live Engagement from the start of the next renewal period, on written notice given before it takes effect. The notice is given far enough ahead for you to use the right in the next paragraph, and never less than the notice period in clause 8.1.

A change is never retrospective. If a change materially reduces your rights, you may end the affected Order by notice before the change takes effect, without penalty and without serving the notice period in clause 8.1.

Every version of this document, and what changed in it, is published with it.

16.9Governing law and jurisdiction

In plain EnglishOntario law governs, and the Ontario courts hear a dispute. Rules your own law does not let you contract out of still apply.

The Agreement and any dispute or claim arising out of it, including a non-contractual one, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it. The courts with jurisdiction are the courts of the Province of Ontario, and both parties submit to them.

Troy's registered office is in Ontario, Canada and it is being incorporated federally, under the Canada Business Corporations Act, with its registered office in Ontario, which is where that choice comes from. It is a choice of law for this contract and nothing more: it does not decide which privacy, advertising, consumer or anti-spam law applies to your marketing, which follows from where you and the people you sell to are. It does not follow the data either — the systems that hold it are in the United States, as clause 13 says.

Where mandatory local law gives you a right to bring a claim somewhere else, or applies rules that cannot be contracted out of, this clause does not take that away.

16.10If there is a dispute

In plain EnglishTalk first. It is a condition, not a courtesy.

Before either party starts proceedings it raises the issue in writing with the other's named contact, and the two contacts try to settle it. If they cannot, each party puts a senior person on it and those two meet, in person or by call, and try again.

Neither party starts proceedings until that has been tried, unless it needs urgent injunctive relief, a limitation period is about to expire, or the other party will not take part.

Talking first waives nothing. Anything said in an attempt to settle cannot be used later as an admission.

A dispute that cannot be settled this way goes to the courts of the Province of Ontario, under clause 16.9. These terms do not send it to arbitration, and neither party gives up a trial by choosing to talk first.

Talking does not stop a limitation clock. In Ontario the basic limitation period is generally two years from the day a claim is discovered, with an ultimate limitation period of fifteen years; which period applies to a particular claim, and under which law, depends on the facts. That is why the paragraph above lets either party start proceedings without waiting where a limitation period is about to expire.