Terms & Conditions

At FNAD, we believe that great partnerships are built on clarity, fairness, and collaboration. These Terms & Conditions set out the framework that guides our work with brands, agencies, and partners — ensuring transparency and shared success in every project.

FNAD: The service provider offers strategic wholesale services for fashion and lifestyle brands, including advisory, matchmaking, and placement support.

Client: A brand, agency, distributor, or other entity engaging FNAD’s services via a structured service agreement.

Scope of collaboration: The service and delivery parameters agreed between FNAD and the client, based on one of FNAD’s recognized service models and documented in a formal service agreement.

Service agreement: A formalized contract that outlines deliverables, fee structure (initial and success-based), timelines, and expectations for collaboration.

Success/ placement fee: A performance-based fee payable upon confirmed collaboration, signed deal, or retail placement facilitated by FNAD, as specified in the service agreement.

FNAD provides five distinct engagement models, aligned with brand maturity and strategic needs:

Hybrid retainer
For early-stage brands preparing for market entry.
A combination of fixed retainer and performance-based incentives, ideal for validating product-market fit and building foundational infrastructure.

Pay-As-You-Go retainer
For brands with initial traction needing flexible, tactical support.
Clients access FNAD services on a modular basis, allowing agile response to market signals and growth opportunities without long-term commitments.

Bespoke strategic engagement
For mature brands scaling across new markets or redefining positioning.
High-touch, tailored consulting and execution—combining in-market intelligence, go-to-market strategies, and network activation with performance-linked fees.

Accelerator model
For high-potential brands with innovation appeal seeking rapid market acceleration.
FNAD invests time and resources in exchange for equity or a success-based commission structure. Emphasis on speed, strategic partnerships, and investor readiness.

Agency model
For brands ready for sustained commercial expansion with full-service externalization.
FNAD operates as a growth agency—executing marketing, sales, and business development functions on behalf of the brand under a structured fee or commission basis.

Scope of services

FNAD provides strategic consulting, brand development, and wholesale placement services. This may include:

– Market research and brand alignment
– Brand matchmaking with vetted agents, distributors, or showrooms
– Accelerator and mentoring programs
– Ongoing strategic advice to support international growth

Invoice issuance

All fees, including onboarding fees, placement/success fees, or program fees, are invoiced via FNAD’s designated payment platform (e.g., Stripe). Invoices are issued promptly upon confirmation of deliverables or in accordance with the service agreement timeline.

Due on receipt

Unless otherwise agreed upon in writing, all invoices are due upon receipt. Each invoice includes a secure payment link and may be settled via Stripe (credit/debit card) or manual bank transfer using the details provided.

Late payment

FNAD reserves the right to apply administrative follow-up and suspend ongoing services if payment is not received within 10 calendar days of the invoice issue date. Continued non-payment may result in additional fees, withholding of deliverables, or termination of the service agreement.

Purpose

The onboarding (also referred to as “start”) fee covers the strategic intake, discovery process, roadmap planning, and internal resourcing necessary to activate the engagement. This ensures alignment, efficiency, and professional preparation before placement efforts begin.

Payment requirement

The onboarding fee must be paid in full prior to the official start date of the engagement. No services will be initiated until the fee has been received and confirmed by FNAD’s finance team. Any delay in payment will automatically delay the project timeline, and FNAD reserves the right to cancel the engagement if payment is not received within 10 business days of the scheduled start date.

What it includes

– Client intake and readiness assessment
– Portfolio and positioning evaluation
– Strategic roadmap design
– Matchmaking strategy setup (for brands)
– Market alignment review (for agencies)

Definition of a placement

For the purposes of this agreement, a “placement” shall be defined as any formal or informal collaboration initiated or facilitated by FNAD between the Client and a third party — including, but not limited to:
Sales agents or agencies
Retail buyers or procurement departments
Distributors or wholesalers
Licensing partners
Franchise operators or territory representatives

This includes trial periods, test orders, temporary engagements, exclusivity agreements, or any time-bound collaboration — whether or not a formal purchase order or long-term contract is signed at the outset.

Example: A 3-month trial agreement between a brand and a distributor arranged through FNAD is considered a placement and is subject to the agreed success fee.

Success fee applicability

A success fee becomes due upon the execution of any of the following outcomes facilitated directly or indirectly by FNAD:
– Signature of a collaboration, sales, or distribution agreement
– Commencement of a trial period or temporary representation
– Verbal or written agreement on exclusive or non-exclusive market entry

FNAD reserves the right to consider a placement as successful — and thus billable — if the Client engages in any commercial relationship with a partner originally introduced or sourced by FNAD, regardless of whether that relationship was initiated during or after the active service period.

Retroactive scope

Success fees may also apply retroactively if the Client delays formal engagement with the partner, but initiates collaboration within 12 months following FNAD’s introduction.

Partial success fee in case of early brand-side withdrawal

If a client provides agreement to proceed with a partner introduced by FNAD and subsequently fails to follow through or unilaterally withdraws within 30 days, FNAD reserves the right to invoice 50% of the agreed placement fee.

Program duration: 8 weeks

Format: Cohort-based, structured curriculum

Services included:
– Onboarding & brand asset review
– 5 expert-led workshops (strategy, branding, logistics, legal, agent selection)
– Personalized feedback and one-on-one reviews (up to 3 tokens)
– Final submission review and brand optimization
– Inclusion in FNAD’s passive search portfolio (3 months)
– Option to transition directly into Hybrid model with reduced onboarding fee

Payment terms: Due in full upon signing; payable via Stripe or bank transfer

Eligibility: Emerging or growth-stage fashion brands preparing for wholesale

Outcome: Wholesale readiness, strategic clarity, and FNAD-led wholesale introductions

Refund policy: Cancellation possible up to 14 days before start (full refund). No refunds after the program start.

Location: Online (global access)

Clients may request cancellation or adjustment of services only in writing. Partial refunds (where applicable) are at FNAD’s discretion and depend on the project phase.

FNAD operates on a performance-based model and shares risk by charging success fees only upon confirmed placements. However, once a placement has been confirmed — including trial, test, or contract agreements — FNAD has fulfilled its role.

If a placement is later cancelled due to client-side withdrawal, the full success fee remains payable.

Exceptions

Force Majeure and Third-Party Withdrawal
If a confirmed placement fails due to reasons beyond control (e.g., bankruptcy of partner, natural disaster, regulatory changes), FNAD may waive or reduce the fee at its discretion.

Either party may terminate the agreement with written notice in the case of material breach. FNAD will always seek a fair and collaborative resolution before discontinuation.

All strategies, reports, and matchmaking data provided by FNAD remain the intellectual property of FNAD unless otherwise agreed. Clients retain full ownership of their brand assets and creative materials.

Both FNAD and the Client agree to maintain strict confidentiality regarding all business, brand, and market-sensitive information exchanged during the partnership.

FNAD is committed to promoting sustainable and responsible growth within the fashion industry. Clients are encouraged to align with ethical practices that contribute positively to people and the planet.

Any dispute arising out of or in connection with this agreement shall first be resolved through good faith mediation. If unresolved, the dispute shall be governed by the laws of the Province of Ontario and the applicable federal laws of Canada, and subject to the exclusive jurisdiction of Canadian courts.

FNAD reserves the right to update these Terms & Conditions. Any updates will be communicated to active clients in writing 30 days before coming into effect.