Terms of Service
This is our standard terms of service governing all of our products and services. For large projects, please refer to your project estimate and invoice for additional terms and conditions.
Between “us”, Design Shift Consulting, and “you”, the client.
1.0 Services Rendered
We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential, or special damages, even if you’ve advised us of them.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information and to cooperate with us in expediting the work.
3.0 Charges for Services Performed
Functionality or feature requests above and beyond those listed in the budget and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur fee to resume work at the discretion of Design Shift Consulting.
4.0 Terms of Payment
4.1 Billing Schedule
Design Shift Consulting may invoice you 50% non-refundable deposit before work begins for projects more than CA $2000 in value, and all remaining fees once the final previews have been delivered. For projects under CA $2000 in value, 100% of project value is due at time of booking.
You agree to supply us all necessary purchase order numbers and other internal information required for invoice processing.
4.2 Client Agreement to Pay
You agree to pay the invoice within 30 days of invoice issuance. Design Shift Consulting will charge a late payment fee of 5% per 30 days on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Design Shift Consulting pays for carrying overdue invoices from you. In addition, Design Shift Consulting reserves the right to stop work until payment is received in full and the account is in good standing.
Acceptable forms of payment are major credit cards (Visa, Mastercard, and American Express) for all invoices. Corporate cheques are accepted for invoice balances over $5,000 Canadian Dollars. We do not accept PayPal or other forms of online money transfer.
If you provide credit card information for us for automated payments, you are responsible to provide us up to date payment information. You are responsible for any late fees or declined charge fees. You may cancel automatic payments at any time by informing us by email at email@example.com
4.3 Collection Costs
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of Plans
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
6.0 Responsibilities of Design Shift Consulting and the Client
6.1 Design Shift Consulting Responsibility for Releases
Design Shift Consulting shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 Client Responsibility for Releases
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them.
Then when your payments have cleared, copyright will be automatically assigned as follows:
You are granted a license to the visual elements that we create for this project upon receipt of payment in full. We’ll give you finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
Design Shift Consulting will own the unique combination of these elements that constitutes a complete design. You may publish, alter, and redistribute the complete designs.
We can provide a separate estimate if you require exclusive and full ownership of any completed work.
Videography and photography projects may carry additional usage limitations which we will inform you.
6.3 Client Responsibility for Accuracy
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
6.4 Right to Publicity
We have the right to showcase any work-in-progress, or completed work for the purpose of marketing and advertising our services. Your name and trademark(s) may appear in such publications. Your personal information will not be made publicly available but may only be used directly in relation to the usage of the content where necessary, and may be retained as long as necessary to fulfill this purpose.
Design Shift Consulting acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Design Shift Consulting on behalf of you or disclosed by you to Design Shift Consulting.
8.0 Term and Termination
8.1 Period of Agreement and Notice of Termination
This Agreement shall become effective as of the proposal/quote acceptance date and shall continue until terminated by either party upon not less than 30 days’ notice in writing given by either party to the other.
8.2 Termination for Cause
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.3 Payment for Non-Cancelable Materials
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities by making you aware of these items. We will provide written proof, upon your request, that any such materials and services, are non-cancelable.
8.4 Materials Unpaid For
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 Transfer of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by you to Design Shift Consulting, Design Shift Consulting shall transfer, assign and make available to you all property and materials in its possession or control belonging to you. You agree to pay for all costs associated with the transfer of materials.
9.0 General Provisions
9.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of the Province of British Columbia.
9.2 Representation and Warranties
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 Entire Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.5