1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Design By Toronto ("Company," "we," "us," or "our"), a business operating at 12176 Derry Road, Milton, Ontario, L9T 7J6, Canada.
By accessing our website, submitting an inquiry, or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use our website or services. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
2. Services
Design By Toronto provides professional branding, graphic design, web design and development, digital marketing, content creation, and related creative and technical services. The specific scope, deliverables, timelines, and fees for any engagement will be defined in a separate written proposal, statement of work, or service agreement ("Project Agreement") provided to the Client prior to commencement of work.
In the event of any conflict between these Terms and a signed Project Agreement, the Project Agreement shall prevail with respect to that specific engagement.
3. Client Obligations
To enable us to perform our services effectively, you agree to:
- Provide accurate, complete, and timely information, materials, content, and feedback as reasonably required
- Designate an authorized representative to provide approvals and make decisions on your behalf
- Respond to requests for feedback or approval within the timelines outlined in the Project Agreement
- Ensure that all materials provided to us do not infringe upon any third-party intellectual property rights
- Make payments in accordance with the payment terms set out in the Project Agreement
4. Fees and Payment
4.1 Pricing
All fees for services will be set out in the Project Agreement. Unless otherwise stated, all prices are quoted in Canadian dollars (CAD) and are exclusive of applicable taxes, including Harmonized Sales Tax (HST).
4.2 Payment Terms
Unless otherwise specified in the Project Agreement:
- A non-refundable deposit of fifty percent (50%) of the total project fee is required before work commences
- The remaining balance is due upon project completion and prior to delivery of final files
- For retainer engagements, invoices are issued monthly and are due within fifteen (15) days of the invoice date
- Late payments are subject to interest at a rate of two percent (2%) per month on the outstanding balance
4.3 Additional Work
Any work requested beyond the scope defined in the Project Agreement will be considered additional work. We will provide an estimate for additional work before proceeding, and additional fees will apply.
5. Intellectual Property
5.1 Ownership
Upon receipt of full payment, the Client is granted exclusive ownership of the final approved deliverables as specified in the Project Agreement, except for:
- Third-party materials: stock images, fonts, plugins, or other third-party assets are subject to their respective licence terms
- Pre-existing materials: tools, frameworks, templates, or methodologies developed by Design By Toronto prior to or independently of the engagement remain our property
5.2 Portfolio Rights
We reserve the right to display completed work in our portfolio, website, social media, award submissions, and other marketing materials for the purpose of showcasing our capabilities, unless otherwise agreed in writing.
5.3 Work in Progress
All preliminary work, concepts, drafts, and unused designs created during the engagement remain the property of Design By Toronto until full payment has been received. Unused concepts are not transferred to the Client.
6. Revisions and Approvals
The number of revision rounds included in a project will be specified in the Project Agreement. Unless otherwise stated, projects include two (2) rounds of revisions per deliverable. Additional revision rounds beyond those included will be billed at our standard hourly rate.
Client approval at each stage of the project constitutes acceptance of the work completed to that point. Changes requested after approval has been given may be treated as additional work and billed accordingly.
7. Project Timelines
Estimated timelines will be outlined in the Project Agreement. These timelines are contingent upon the Client providing required materials, feedback, and approvals in a timely manner. Delays caused by the Client may result in revised timelines and, where applicable, additional fees.
We will make commercially reasonable efforts to meet agreed-upon deadlines but shall not be liable for delays caused by circumstances beyond our reasonable control.
8. Termination and Cancellation
8.1 Termination by Client
You may terminate a project at any time by providing written notice. In the event of termination:
- The initial deposit is non-refundable
- You are responsible for payment of all work completed up to the date of termination
- We will provide all completed and in-progress work upon receipt of outstanding payment
8.2 Termination by Company
We reserve the right to terminate an engagement if:
- Payment is overdue by more than thirty (30) days
- The Client fails to provide required materials or feedback after repeated requests
- The Client engages in conduct that is abusive, threatening, or otherwise unreasonable
- Continuation of the project would require us to act in a manner that is unlawful or unethical
9. Confidentiality
Both parties agree to maintain the confidentiality of proprietary information shared during the course of the engagement. Confidential information includes, but is not limited to, business strategies, financial information, client lists, trade secrets, and unpublished creative work. This obligation survives termination of the engagement.
10. Limitation of Liability
To the maximum extent permitted by the laws of Ontario and Canada:
- Our total liability for any claims arising from or related to our services shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim
- We shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities
- We are not responsible for any errors, delays, or failures resulting from inaccurate or incomplete information provided by the Client
11. Indemnification
The Client agrees to indemnify and hold harmless Design By Toronto, its owners, employees, and contractors from and against any claims, damages, losses, or expenses (including reasonable legal fees) arising from:
- Materials, content, or instructions provided by the Client that infringe upon third-party rights
- The Client's use of delivered work in a manner not contemplated by the Project Agreement
- Any breach of these Terms by the Client
12. Warranties and Disclaimers
We warrant that our services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Beyond this warranty:
- Our services are provided "as is" without any other express or implied warranties
- We do not guarantee specific business results, revenue increases, search engine rankings, or other outcomes from our services
- We are not responsible for the ongoing maintenance, hosting, or security of websites or digital assets after project delivery, unless a separate maintenance agreement is in place
13. Force Majeure
Neither party shall be liable for any delay or failure to perform obligations under these Terms resulting from events beyond their reasonable control, including but not limited to natural disasters, pandemics, government actions, civil unrest, internet outages, or other force majeure events.
14. Dispute Resolution
In the event of a dispute arising from these Terms or any engagement, the parties agree to first attempt resolution through good-faith negotiation. If negotiation is unsuccessful, the dispute shall be submitted to mediation administered by a mutually agreed-upon mediator in Ontario. If mediation fails, the dispute shall be resolved by the courts of the Province of Ontario, and both parties consent to the exclusive jurisdiction of such courts.
15. General Provisions
- Entire Agreement: These Terms, together with any Project Agreement, constitute the entire agreement between the parties and supersede all prior agreements or understandings.
- Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
- Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.
- Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
- Amendments: We reserve the right to update these Terms at any time. Material changes will be communicated to active clients. Continued use of our website or services constitutes acceptance of the revised Terms.
16. Contact Us
If you have any questions about these Terms of Service, please contact us:
Design By Toronto
12176 Derry Road
Milton, Ontario L9T 7J6
Canada