For the purposes of this Agreement, 'Studio Creative Content' shall mean all creative content developed and designed by the Studio, and incorporated in the Deliverables. Deliverables, in this context, refer to all agreed-upon tangible or intangible items, products, or services, including but not limited to projects, that the Studio is obligated to provide under this Agreement. This includes, without limitation, all visual elements, graphic design, illustration, animation, typographic treatments, text, interfaces, databases, systems and all modifications developed by the Studio.

For the purposes of this Agreement, 'Client Content' shall refer to any materials, information, or data provided by the Client to the Studio, including but not limited to industry-specific details, textual content, images, graphics, logos, and any other relevant materials intended for incorporation into the designs or works developed by the Studio as part of the services outlined herein.

The Studio is an independent contractor, not an employee of the Client. The Studio shall determine, in the Studio’s sole discretion, the manner and means by which the Studio Creative Content is accomplished. The Studio may engage third-party subcontractors to perform any of the services (“Studio Agents”). The Client shall not solicit services directly from the Studio’s employees or Studio Agents without the Studio’s prior written consent.

This Agreement does not create an exclusive relationship between the parties. The Client may engage others to perform services of the same or similar nature to those provided by the Studio, and the Studio may offer and provide design services to others, solicit work from third parties and otherwise advertise the services offered by the Studio.

Before the Studio initiates work on a project, a non-refundable 50% booking deposit is required for each new project over $800. This deposit will be credited toward the total project cost.

All design projects under $800 require to be paid in full upfront.

Payments are to be made either by bank deposit transfer or PayPal. If the Client wishes to pay via PayPal, a 3% fee will be added to the invoice.

All invoices are payable within 30 days of receipt. A 2% monthly service charge is payable on all overdue balances. The grant of any licence or right of copyright is conditioned on receipt of full payment.

The Client shall assume responsibility for all legal fees necessitated by default in payment collection.

All quotes are valid for 7 days only.

The fees and expenses presented in a project estimate are approximate and may vary based on factors such as, but not limited to, additional revisions, unforeseen changes in project scope, and other issues that may arise during the course of the project. The final invoice will reflect the actual fees and expenses incurred. The Studio will communicate and seek approval from the Client before implementing any changes that may result in additional charges that exceed the initial estimate.

Any work requested by the Client outside the original scope of the project will be subject to additional charges. The Studio will communicate with the Client, seeking approval before implementing any changes that may result in extra costs.

The Client acknowledges that the Studio’s primary mode of communication is through email. While the Studio remains accessible by phone or video conference, it is acknowledged that email constitutes the most expedient means of contact.

The Studio's operational hours shall be from Monday through Friday, 10:00 am to 4:00 pm EST. The Client agrees to anticipate a response from the Studio within a period of 24 weekday hours.

The Client agrees to provide responses to the Studio’s feedback and inquiries within a period of 48 hours.

In the event that the Client fails to respond for a duration of 30 days, the Studio will retain the deposit, and the project will be terminated.

Upon receipt of full payment, the Studio shall provide the Client with all agreed-upon Deliverables to enable the usage rights granted herein. The Studio retains ownership of all original work products, in any media, including digital files, whether preliminary or final.

The Studio retains the right to reproduce, publish, and display Studio Creative Content in portfolios in all media, including print and online, and in galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement in the field of design, and the Studio retains the right to be credited with authorship therein.

The Studio shall inform the Client of any need to licence, at the Client’s expense, materials owned by third parties to be incorporated into the Deliverables (for example, photography, illustration, font licences, text), and the Client shall obtain the licence(s) necessary to permit the Client’s use of such materials. The Client acknowledges that no rights are granted to the Client for the use of third-party materials in Preliminary Works, including proof of concept Deliverables. In the event the Client fails to properly secure or otherwise arrange for any incorporated third-party materials, or instructs the Studio to incorporate third-party materials into Deliverables, the Client hereby indemnifies, saves and holds harmless the Studio from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of such use.

The Client must copy-protect all Final Deliverables against duplication or alteration. The Studio agrees to retain all project files for a period of 90 days following the date of final payment. After this period, the Studio reserves the right to delete all files from their storage systems. If the Client wishes to extend the storage duration, the Client may discuss with the Studio to arrange for additional storage for an agreed-upon fee.

The Studio shall be given credit as the creator of the Deliverables in close proximity to the Deliverables as they appear in print, and on the first page or screen of broadcast, electronic, and digital media.

Any electronic alteration of artwork or graphic design comprising the Deliverables (colour shift, mirroring, flopping, combination cut and paste, deletion) is prohibited without the express permission of the Studio. The Studio will be given the first opportunity to make any alterations required. Unauthorized alterations shall constitute additional use and will be billed accordingly.

The Client is responsible for registering and renewing their domain name.

Any costs associated with website hosting, third-party services or tools, domain registration, and related services are the responsibility of the Client.

The Client is responsible for providing all necessary content for the website, including text, headshots, and any other materials required for the project and will ensure that all provided content complies with applicable laws and does not infringe on third-party rights.

The Client agrees to provide the necessary access credentials, including but not limited to hosting, domain registrar, and website administration, to facilitate the project.

The Client is encouraged to regularly back up their website to prevent data loss.

Whilst all care is taken, the Studio does not take responsibility for Client supplied artwork that does not print properly.

Please note that colour on projects can vary from screen to final product. Screen proofing is not indicative of final printed piece.

Printed colours can vary from printer to printer, job to job, run to run, or even front to back, due to the nature of the CMYK printing process.

Trimming can vary from printer to printer.

The Studio will make every good-faith effort to thoroughly test all Deliverables and make all necessary corrections as a result of such testing prior to handing over the Deliverables to the Client.

The Client acknowledges and understands that it is their responsibility to review and thoroughly inspect the final work for any errors, including but not limited to typos, inaccuracies, or omissions. The Client is encouraged to promptly communicate any identified issues to the Studio for correction.

Upon receipt of each Deliverable, the Client shall either accept the Deliverable and make the milestone payment set forth or provide the Studio with written notice of any corrections to be made and a suggested date for completion, which should be mutually acceptable to both the Studio and the Client.

The Client may cancel this Agreement for any reason by providing a minimum of 10 days written notice to the Studio, any deposit paid prior to cancellation will be non-refundable.

The Studio reserves the right to cancel this Agreement at any time for any reason by providing written notice to the Client. In the event that Studio cancels this Agreement, the Studio will provide any artwork completed and paid for to date.

In the event of termination by either parties, the Studio retains ownership of all rights, including copyrights, in and to all Deliverables.

The Studio shall notify the Client if the Studio is unable to timely complete the services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity of the Studio or any local, provincial, federal, national or international law, governmental order or regulation, or any other event beyond the Studio’s control, and the parties will then discuss in good faith revisions to the schedule for completion of the services. The Studio shall not be deemed in breach of this Agreement in such circumstances.

The Client shall indemnify the Studio against all claims and expenses, including reasonable attorney’s fees, due to uses for which no release was requested in writing or for uses that exceed authority granted by a release.

Each party acknowledges that they may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose any Confidential Information except as may be necessary to perform its obligations. Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes generally publicly known through no fault of the receiving party, or is rightfully received from a third party.

The Client acknowledges that the Studio cannot guarantee any results for design as outcomes are based on subjective factors that cannot be controlled by the Studio.

The Client represents, warrants, and covenants to the Studio that (i) to the best of the Client’s knowledge, the Studio Creative Content does not infringe the rights of any party, and use of the Client Content does not and will not violate the rights of any third parties, including without limitation trade secrets, trademarks, publicity, privacy, copyright, and patents, (ii) the Client shall comply with the terms and conditions of any licencing agreements which govern the use of Third Party Materials, (iii) the Client shall comply with applicable foreign, federal, provincial and local laws and regulations as they relate to the Studio Creative Content and Deliverables, including but not limited to, all advertising laws and regulations, consumer protection laws, and any laws or regulations relating to web sites and electronic commerce.

The Studio represents, warrants, and covenants to the Client that: (i) The Studio shall perform services in a professional and workmanlike manner and in accordance with all reasonable professional standards for similar services, and (ii) the Deliverables will be free from Deficiencies. “Deficiencies” shall mean a failure to comply with specifications in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Deliverables by the Client or any third party after delivery by the Studio, or the interaction of Deliverables with third party applications such as web browsers other than those specified in the project proposal. The parties acknowledge that the Client’s sole remedy and the Studio’s sole liability for a breach of this section (iii) is for the Studio to correct any Deficiency identified within thirty (30) days of the Client’s receipt of Final Deliverables. In the event that a Deficiency is caused by Third Party Materials, the Studio’s sole obligation shall be to substitute alternative Third Party Materials.

The Studio further represents, warrants, and covenants to the Client that (i) except for Third Party Materials and Client Content, the Deliverables shall be the original work of the Studio or its agents, (ii) if the Deliverables include the work of independent contractors commissioned for the project by the Studio, the Studio shall have agreements in place with such independent contractors which contain provisions assigning all necessary rights, title, and interest in and to the Deliverables sufficient for the Studio to grant the ownership interests and licences provided in this Agreement, and (iii) to the best of the Studio’s knowledge, the Studio Creative Content do not infringe the rights of any party, and will not violate the rights of any third parties, including without limitation trade secrets, trademarks, publicity, privacy, copyright, and patents, except to the extent that such violations are caused by Client Content, or the modifications of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by the Client.

The Client agrees to indemnify, save, and hold harmless the Studio from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party which is inconsistent with the Client’s representations made herein, except to the extent such damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or willful misconduct of the Studio; provided that (i) the Studio promptly notifies the Client in writing of the claim; (ii) The Client has sole control of the defence and all related settlement negotiations; and (iii) the Studio provides the Client with the assistance, information, and authority necessary to perform the Client’s obligations under this section. The Client will reimburse the reasonable out-of-pocket expenses incurred by the Studio in providing such assistance.

The Client agrees that they shall not hold the Studio or his/her agents or employees liable for any incidental or consequential damages that arise from the Studio’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Studio or a third party. Furthermore, the Studio disclaims all implied warranties, including the warranty of merchantability and fitness for a particular purpose. The Client shall be responsible for all compliance with laws or government rules or regulations applicable to the Client’s final product(s).

To the extent of the Deliverables include any words, symbols, logos or other content used to designate the Client as the source of goods or services (“Trademarks”), the Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and the Client shall indemnify, save, and hold harmless the Studio from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of the Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.

The maximum liability of the Studio to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, shall be limited to an amount equal to the total fees paid by the Client to the Studio hereunder. In no event shall the Studio be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to the services, even if the Studio has been advised of the possibility of such damages.

The waiver by either party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.

The signature of the Client (in Welcome Kit) shall evidence acceptance of these terms.