Terms & Conditions

Effective Date: September 29, 2025

These Terms & Conditions (“Terms”) apply to all proposals, estimates, invoices, and service agreements provided by Fifth and Missing Design Group Inc. (“Agency”) to business clients (“Client”). By authorizing work, paying an invoice, or accepting a proposal, the Client agrees to these Terms.

  1. Scope of Work
    1. Defined Services
      The Agency’s services are limited to the tasks, deliverables, and outputs expressly described in the applicable proposal, estimate, or statement of work (SoW).
    2. Exclusions
      Any service or deliverable not expressly listed is excluded, even if it is commonly associated with or considered “industry standard” (including but not limited to SEO, digital advertising, conversion optimization, or ongoing maintenance), unless specifically added by written agreement.
    3. Changes and Additions
      Requests by the Client for work outside the agreed scope must be documented in writing. The Agency will provide a change order or revised estimate outlining the additional fees and timelines, and no such work will begin without the Client’s approval.
    4. Dependencies
      The Agency’s ability to deliver the agreed scope depends on the Client providing necessary information, materials, and approvals on schedule. Delays or deficiencies in these may extend timelines or increase costs.
  2. Client Responsibilities
    1. Provision of Information
      The Client will provide all necessary materials, information, access, and approvals promptly.
    2. Delays
      The Agency is not responsible for delays or additional costs resulting from the Client’s failure to cooperate or supply required input.
    3. Ownership of Content
      The Client represents that it owns or has licensed rights to all content it supplies and indemnifies the Agency against third-party claims relating to that content.
  3. Fees & Payment
    1. Defined Fees
      Fees and payment terms are defined in the invoice or proposal.
    2. Late Payments
      Late payments may incur interest at 2% per month (24% per annum) or the maximum allowed by law.
    3. Suspension of Work
      The Agency may suspend work if payment is overdue.
  4. Intellectual Property & Ownership
    1. Transfer of Rights
      Upon full payment, the Agency grants the Client a license to use the final deliverables specifically defined in the SoW.
    2. Retention of Rights
      The Agency retains all rights in draft work, unused concepts, templates, methodologies, and proprietary tools.
    3. Refunds
      If a refund (full or partial) is granted, all rights and licenses revert to the Agency, and the Client must cease use and destroy or return deliverables.
    4. Non-transferability
      Rights are non-transferable except by written agreement.
  5. Revisions & Acceptance
    1. Revision Rounds
      Projects include a defined number of revision rounds (as per proposal). Additional revisions are billed separately.
    2. Acceptance
      Deliverables are deemed accepted if no written objections are raised within 10 business days of delivery.
    3. Sign-off
      No work will be published, launched, or printed without explicit written sign-off from the Client.
  6. Cancellations & Refunds
    1. Written Cancellation
      Cancellation must be in writing. The Client will pay for all work performed up to the cancellation date plus any committed third-party costs.
    2. Refunds
      Refunds, if any, are at the Agency’s discretion. Once refunded, the Client loses all rights to any deliverables (see Section 4.3).
    3. Deposits
      Deposits are generally non-refundable unless otherwise specified in writing.
  7. Limitation of Liability
    1. Reasonable Skill and Care
      The Agency will perform services with reasonable skill and care.
    2. No Guaranteed Outcomes
      The Agency does not warrant specific outcomes (e.g. rankings, sales, conversions).
    3. Cap on Liability
      To the fullest extent permitted by law, the Agency’s liability is capped at the total fees paid for the specific project giving rise to the claim.
    4. Exclusion of Damages
      The Agency is not liable for consequential, incidental, or indirect damages, including loss of profit, revenue, or business opportunity.
  8. Termination
    1. Termination for Breach
      Either party may terminate for material breach if the other fails to cure within 15 business days of written notice.
    2. Payment on Termination
      Upon termination, the Client pays for all work completed and third-party commitments incurred.
    3. Rights to Deliverables
      Rights to deliverables transfer only upon full payment (see Section 4).
  9. Data & Privacy
    1. Compliance
      The Agency complies with applicable privacy laws.
    2. Handling of Data
      If personal data is handled, it is only on the Client’s instructions, stored securely, and deleted promptly (typically within 24 hours, unless otherwise agreed).
    3. Client Responsibility
      The Client remains responsible as data controller for compliance with applicable data protection laws.
    4. Third-party Data
      For reporting, the Agency relies on platform-provided data (e.g. Google, Meta, Amazon) and is not liable for inaccuracies or delays in third-party reporting.
  10. Campaigns & Advertising Materials
    1. Approval
      No campaign, advertisement, or publication will go live without the Client’s explicit written approval.
    2. Content Responsibility
      The Client is responsible for the legality, compliance, and truthfulness of all advertising copy and targeting, unless authored entirely by the Agency.
    3. Platform Changes
      Campaigns are subject to changes in third-party platforms (e.g. policies, pricing, ad formats). The Agency may pause or adjust campaigns without liability in response to such changes.
    4. Re-quoting
      If material changes increase workload, the Agency may re-quote fees accordingly.
  11. Indemnification
    1. Client Indemnification
      The Client will indemnify and hold harmless the Agency from claims, damages, or liabilities arising from Client-supplied materials, instructions, or approvals.
    2. Agency Indemnification
      The Agency will indemnify and hold harmless the Client only for claims directly arising from the Agency’s gross negligence or wilful misconduct.
  12. Confidentiality Obligations
    Both parties will treat each other’s confidential information as private and use it solely for purposes of fulfilling the project.
  13. Governing Law Jurisdiction
    These Terms are governed by the laws of Ontario and Canada. Venue for disputes is Barrie, Ontario.
  14. Entire Agreement Supersession
    These Terms, together with any signed proposal, estimate, or invoice, form the entire agreement between the parties and override conflicting terms in purchase orders or other documents.