Terms of Service

1.1 Project Definition

All work is governed by a signed project proposal or statement of work ("SOW") that outlines specific deliverables, timeline, and investment. The SOW is considered part of these Terms.

1.2 Included Deliverables

1.3 Out of Scope

The following are NOT included in standard project fees and will be billed separately as change orders:

• Copywriting, content strategy, or messaging development
• Professional photography or videography
• Additional revision rounds beyond the included 2
• Expedited delivery or rush fees
• Major functionality changes or new pages (websites)
• Structural redesigns after concept approval
• Third-party integrations beyond basic setup
• Ongoing maintenance, hosting, or updates

1.4 Subcontractors

If third-party services are required (photographer, copywriter, developer), you will be notified before incurring costs. You may approve or decline. We are not liable for third-party work quality, but we remain accountable for vendor selection and project coordination.

2.1 Design Presentation

We present 2 distinct design directions. You select your preferred direction for development.

2.2 Revision Rounds

2 rounds of revisions are included per deliverable. This applies to logo revisions, website design revisions (per section), and packaging design revisions. Revisions include color adjustments, sizing tweaks, layout refinement, and minor copy changes.

2.3 What Constitutes a New Round

Additional rounds beyond the included 2 are billed at $125/hour and require a change order before work begins. Examples that trigger additional billing:

• Requesting a completely different design direction
• Adding new pages or sections to a website
• Restructuring packaging layout
• Major concept pivots after concept approval

Minor tweaks (color shift, font size adjustment, spacing) are included in revision rounds.

2.4 Approval Timeline

3.1 Project Investment & Deposit

• 50% deposit is required to begin work and secure project timeline
• 50% balance is due upon final delivery and before files are transferred
• Invoices are sent upon project start (deposit) and upon completion (balance)

3.2 Payment Methods

We accept bank transfer, credit card (Stripe), and PayPal. Invoice details will be provided upon agreement signing.

3.3 Late Payments

• Invoices are due within 15 days of issue
• Payments after 15 days incur 2% monthly interest (24% annually)
• If payment is 30+ days late, we reserve the right to suspend future work and retain all deliverable files until payment is received

3.4 Non-Refundable Deposit

The 50% deposit is non-refundable if you cancel after work has begun. If you cancel before work starts (within 48 hours of signing), we refund the deposit minus a $500 administrative fee.

3.5 Cancellation & Work-in-Progress

If you cancel mid-project:

• You forfeit the deposit
• You owe for all work completed to date at $125/hour (remaining deposit applies as credit)
• Incomplete work is not delivered
• All files and concepts remain our property until final payment is received

3.6 Rush Fees

Projects requested with turnarounds under standard timelines incur a 50% rush fee on the total project investment.

4.1 Project Timeline

Standard timelines are outlined in the SOW:

• Logo design: 3 to 4 weeks
• Brand Launchpad: 8 to 12 weeks
• Packaging design: 6 to 10 weeks
• Website design: 8 to 14 weeks

These timelines assume timely client feedback and approvals.

4.2 Client-Caused Delays

If approvals exceed the 5 business day window, or if you request major changes or additions, the project timeline extends automatically. We will provide a revised completion date.

4.3 Agency-Caused Delays

If we miss a deadline due to our error, we offer a 10% discount on the project balance (not to exceed the full balance owed). This is our sole remedy for timeline delays.

4.4 Force Majeure

We are not liable for delays caused by circumstances beyond our control (technical failures, illness, system outages, etc.). We will notify you promptly and provide a revised timeline.

5.1 Ownership of Final Deliverables

Upon receipt of full payment, you own all final deliverables and source files. This includes:

• Logo files (AI, EPS, PNG, PDF, SVG)
• Website code and design files
• Packaging dielines and print files
• Brand style guides and templates
• All production-ready assets

You may use these files for any lawful purpose.

5.2 Work-in-Progress & Rejected Concepts

All concept sketches, rejected design directions, preliminary versions, and work-in-progress remain our property. You do not have rights to these materials.

5.3 Portfolio & Case Study Rights

We retain the right to feature your completed project in our portfolio, case studies, website, and social media to showcase our work. This includes project images and screenshots, a brief description of the scope and results, and use of your company name and logo.

You may request anonymity for sensitive projects, but we reserve the right to use project visuals with your name and logo unless you explicitly opt out in writing.

5.4 Restrictions on Client Use

• You may NOT resell, rebrand, or redistribute our designs as a standalone product or service
• You may NOT license our designs to competitors in your industry
• You may use designs for your own business purposes only
• For packaging design specifically: You own the finished design but may not modify it substantially without our written approval

5.5 Third-Party IP & Infringement Warranty

We warrant that the original work we create does not knowingly infringe on third-party copyrights, trademarks, or design patents at the time of delivery. However:

• If you request changes that incorporate third-party assets (stock images, fonts, icons), you are responsible for licensing
• If you modify our work after delivery and it infringes on third-party IP, you are liable
• We are not responsible for future trademark conflicts that emerge after project completion

6.1 Limitation of Liability

6.2 Disclaimers

• We do NOT guarantee specific business results (sales, leads, rankings, traffic)
• We do NOT guarantee that your brand will resonate with your target market
• We are not liable if you misuse our designs or apply them incorrectly
• We are not liable for third-party service failures (hosting downtime, domain registrar issues, payment processor errors)

6.3 Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or costs arising from:

• Your use of the deliverables
• Third-party claims related to your business or marketing
• Misuse or modification of our designs after delivery
• Your violation of third-party IP rights

7.1 Client Information

We keep all client business information, briefs, strategies, and financial data confidential. We do not share this information with third parties without your consent, except:

• With our team members and contractors who need access to complete your project
• If required by law or court order
• To enforce these Terms or protect our legal rights

7.2 Portfolio & Case Studies

As noted in Section 5.3, we may use project visuals and results in our portfolio and marketing materials. You may request anonymity by email.

8.1 Termination by Client

You may terminate a project at any time with written notice. Upon termination:

• You forfeit the deposit (if work has begun)
• You owe for all work completed to date
• Incomplete deliverables are not provided
• All files remain our property until final payment is received
• Upon final payment, you receive only the completed deliverables

8.2 Termination by Agency

We may terminate a project if:

• Payment is 30+ days overdue
• You violate these Terms
• You request illegal or unethical work
• You are unresponsive for 30+ days (no feedback, no approvals)

Upon termination, you forfeit the deposit and owe for work completed to date.

8.3 File Delivery

All completed files are delivered digitally via cloud transfer (Google Drive, Dropbox, or similar). Physical delivery is not available.

8.4 Project Expiration

If a project is inactive (no communication or approvals from you) for 90 consecutive days, we may archive the project and close it. Resuming the project incurs a $500 restart fee.

9.1 Governing Law

These Terms are governed by the laws of Quebec, Canada, without regard to conflict of law principles.

9.2 Jurisdiction

Both parties agree to submit to the exclusive jurisdiction of the courts located in Quebec, Canada.

9.3 Dispute Resolution

Before initiating legal action, both parties agree to attempt resolution through good-faith negotiation. If negotiation fails, either party may pursue legal action in Quebec courts.

9.4 Attorneys' Fees

The prevailing party in any legal dispute may recover reasonable attorneys' fees and court costs from the other party.

10.1 Entire Agreement

These Terms, plus the signed SOW or proposal, constitute the entire agreement between us. No other promises or agreements are binding unless made in writing and signed by both parties.

10.2 Amendments

We may amend these Terms at any time. Changes apply to new projects immediately. Ongoing projects are governed by the terms in effect when the project began.

10.3 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force.

10.4 Assignment

You may not assign these Terms or delegate your obligations without our written consent. We may assign these Terms to a successor business without notice.

10.5 Contact Information

For questions about these Terms, contact: