General Terms & Conditions

1.1 Defined Services

The Agency’s services are limited to the specific tasks, deliverables, and outputs expressly described in the applicable proposal, estimate, or statement of work (“SoW”).

1.2 Exclusions

Any service or deliverable not expressly listed is excluded, even if commonly considered industry standard, unless confirmed in writing.

1.3 Changes and Additions

Requests outside the approved scope require written approval via a change order or revised estimate outlining additional fees and timelines. No additional work will proceed without approval.

1.4 Dependencies

Timely delivery depends on the Client providing required information, materials, feedback, and approvals. Delays or omissions may extend timelines or increase costs.

2.1 Information and Approvals

The Client will provide complete, accurate, and timely information, materials, and approvals as requested.

2.2 Delays

The Agency is not responsible for delays or additional costs caused by incomplete, late, or inaccurate Client input.

2.3 Content Ownership

The Client represents that it owns or has licensed all materials it provides and agrees to indemnify the Agency against related third-party claims.

3.1 Fees

Fees and payment terms are defined in the applicable proposal, estimate, or invoice.

3.2 Late Payments

Overdue balances may incur interest at 2% per month (24% per annum) or the maximum allowed by law.

3.3 Suspension of Work

The Agency may suspend work if payment is overdue.

4.1 Transfer of Rights

Upon full payment, the Client receives a non-exclusive license to use the final approved deliverables solely for their intended purpose.

4.2 Retention of Rights

The Agency retains ownership of drafts, unused concepts, templates, tools, processes, and methodologies.

4.3 Refunds and Reversion

If a refund is issued, all rights revert to the Agency and the Client must cease use and destroy or return refunded materials.

4.4 Non-Transferability

Rights may not be assigned or transferred without written consent.

4.5 Accreditation & Promotion

The Agency retains the right to reproduce the Work in its portfolio, website, and marketing materials for the purpose of demonstrating its creative capabilities, unless a specific Non-Disclosure Agreement (NDA) is signed to the contrary.

5.1 Revisions

Projects include the number of revisions stated in the proposal. Additional revisions are billed separately.

5.2 Acceptance

Deliverables are deemed accepted ten (10) business days after delivery unless written objections are received.

5.3 Final Sign-off

No work will be published, printed, distributed, or released without explicit written approval from the Client.

6.1 Written Cancellation

Cancellations must be submitted in writing.

6.2 Fees Due

The Client will pay for all work completed and committed third-party costs up to the cancellation date.

6.3 Refunds

Refunds are at the Agency’s discretion. Refunded work reverts to Agency ownership.

6.4 Deposits

Deposits are non-refundable unless otherwise agreed in writing.

7.1 Standard of Care

The Agency will perform services with reasonable skill and care.

7.2 No Guaranteed Outcomes

No guarantees are made regarding results, including sales, rankings, exposure, or performance.

7.3 Cap on Liability

To the fullest extent permitted by law, the Agency’s total liability shall not exceed the fees paid for the project giving rise to the claim.

7.4 Exclusion of Damages

The Agency is not liable for consequential, indirect, incidental, special, or punitive damages, including lost profits or business interruption.

7.5 Carve-Out

These limitations do not apply to damages caused by the Agency’s gross negligence or willful misconduct.

8.1 For Breach

Either party may terminate if the other fails to cure a material breach within fifteen (15) business days of written notice.

8.2 Payment on Termination

All completed work and committed costs remain payable.

8.3 Rights to Deliverables

Rights transfer only after full payment.

9.1 Compliance

The Agency complies with applicable privacy and data protection laws.

9.2 Handling of Personal Data

If personal data is processed, it is handled securely on Client instruction and deleted promptly unless otherwise agreed.

9.3 Client Responsibility

The Client remains responsible as data controller where applicable.

10.1 The Agency may engage third-party suppliers on the Client’s behalf. Related costs are the Client’s responsibility unless agreed otherwise.

10.2 The Agency is not liable for failures or delays of third-party vendors but will provide reasonable assistance.

11.1 Client Indemnity

The Client shall indemnify and hold harmless the Agency, its officers, directors, and employees from claims, damages, losses, or expenses (including reasonable legal fees and court costs) arising from Client materials, instructions, or breach of these Terms.

11.2 Agency Indemnity

The Agency shall indemnify the Client only for claims directly resulting from the Agency’s gross negligence, willful misconduct, or breach of these Terms.

Both parties shall treat all non-public information received in connection with the Work as confidential and use it solely to fulfill project obligations.

These Terms are governed by the laws of Ontario and the laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts in Barrie, Ontario.

These Terms, together with any signed proposal, estimate, or invoice, constitute the entire agreement and supersede all prior communications or conflicting purchase-order terms.