These Terms of Service (the “Terms”) govern your access to and use of the services provided by Northline Creative Studio Ltd. (“Northline Creative Studio Ltd.”, “we”, “us”, or “our”). By engaging our services, requesting a proposal, signing a statement of work, approving a quotation, paying an invoice, or otherwise using our services, you agree to be bound by these Terms.
1. Introduction and Acceptance of Terms
Northline Creative Studio Ltd. is a design studio based in Canada providing creative and design services. These Terms form a binding agreement between you and Northline Creative Studio Ltd. unless a separate written agreement signed by both parties expressly states otherwise. If you do not agree to these Terms, you must not use our services.
You represent and warrant that you have the legal authority to enter into these Terms on behalf of yourself or the entity you represent. If you accept these Terms on behalf of a company or other organization, “you” refers to that organization and you confirm that you have authority to bind it.
2. Scope of Services
Northline Creative Studio Ltd. may provide one or more of the following services, subject to a written proposal, statement of work, quotation, or other project documentation:
- Brand identity design
- Logo design
- Website and UI design
- Print and editorial design
- Packaging design
- Creative direction
- Motion graphics and social media visuals
The specific deliverables, timelines, revision allowances, file formats, and project milestones for each engagement will be set out in the applicable project documentation. Unless expressly agreed in writing, any services not included in the project documentation are outside the scope of the engagement and may require additional fees.
We may use subcontractors or independent specialists to assist with the delivery of services, provided that we remain responsible for our contractual obligations under these Terms.
3. User Obligations and Responsibilities
You agree to:
- provide complete, accurate, and timely information necessary for us to perform the services;
- review and approve deliverables promptly so as not to delay the project;
- ensure that any content, materials, references, trademarks, images, copy, data, or other assets you provide do not infringe the rights of any third party and comply with applicable law;
- obtain all necessary permissions, licenses, releases, and consents required for materials you supply or request us to use;
- designate a single point of contact for approvals and feedback where reasonably required;
- cooperate in good faith and not interfere with our performance of the services;
- promptly notify us of any errors, concerns, or issues relating to the deliverables or services.
You acknowledge that our services are creative in nature and may involve subjective judgments. Unless expressly stated otherwise, final approval of design direction remains at our reasonable professional discretion, subject to your feedback and the agreed scope.
You are solely responsible for the legality, accuracy, and suitability of all content you provide, publish, or distribute using the deliverables. You must not use our services for unlawful, defamatory, misleading, discriminatory, harmful, or infringing purposes.
4. Payment Terms and Conditions
All fees, payment schedules, retainers, deposits, taxes, and currency will be specified in the applicable proposal, quotation, invoice, or statement of work. Unless otherwise agreed in writing:
- a non-refundable deposit or retainer may be required before work begins;
- project work may be paused if any invoice remains unpaid after its due date;
- all invoices are payable in Canadian dollars unless stated otherwise;
- prices exclude applicable taxes, including GST/HST/PST where applicable;
- any third-party costs, printing costs, stock assets, software subscriptions, domain names, hosting, or similar expenses are the client’s responsibility unless expressly included in writing.
If payment is not received by the due date, we may charge interest on overdue amounts at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, calculated from the due date until payment is made in full. You are responsible for all reasonable costs incurred in collecting overdue amounts, including legal and collection fees, to the extent permitted by law.
We reserve the right to withhold final files, suspend services, or delay project delivery until all outstanding amounts are paid in full.
5. Cancellation and Refund Policy
Either party may terminate an engagement in accordance with the applicable project documentation or, if not stated, by providing written notice to the other party. Upon cancellation or termination:
- you must pay for all work completed, time spent, approved expenses, and non-cancellable commitments incurred up to the termination date;
- any deposit or retainer may be applied against completed work and is otherwise non-refundable unless required by law;
- we may retain all work product, source files, and deliverables until all outstanding fees are paid;
- upon request, we may provide partially completed work at our discretion, subject to payment of all accrued fees.
Refunds are generally not provided for services already performed, time reserved, strategy work, concept development, revisions already completed, or any third-party costs incurred on your behalf, except where required under applicable consumer protection law or where expressly agreed in writing.
If you fail to provide instructions, approvals, feedback, or materials for an extended period, we may deem the project abandoned after reasonable written notice. In such event, any amounts paid remain non-refundable, and any additional work to resume the project may require a new agreement and updated pricing.
6. Liability Limitations
To the fullest extent permitted by law, Northline Creative Studio Ltd. shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, or loss of data, arising out of or relating to the services or these Terms, even if advised of the possibility of such damages.
To the fullest extent permitted by law, our total aggregate liability for any claim arising out of or relating to the services or these Terms shall not exceed the total fees actually paid by you to Northline Creative Studio Ltd. for the specific services giving rise to the claim in the three (3) months preceding the event giving rise to liability, or CAD $1,000, whichever is greater, unless a higher amount is required by applicable law.
We are not responsible for:
- errors or omissions in materials supplied by you;
- delays caused by your failure to provide timely feedback, content, approvals, or access;
- changes made to deliverables by you or third parties after delivery;
- issues arising from hosting providers, printers, developers, platform changes, social media algorithms, or other third-party services;
- claims arising from content, assets, or instructions you provide.
Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, or other liability that cannot legally be excluded.
7. Intellectual Property Rights
Unless otherwise agreed in a written assignment or license document, all preliminary concepts, sketches, drafts, working files, methodologies, tools, processes, know-how, templates, and pre-existing materials used or created by Northline Creative Studio Ltd. remain our property or the property of our licensors.
Upon full payment of all fees due for a project, and unless otherwise specified in the applicable project documentation, you will receive a non-exclusive, worldwide license to use the final approved deliverables for the purpose for which they were commissioned. This license does not include ownership of underlying source files, fonts, stock assets, third-party materials, or unused concepts unless expressly stated.
We may retain ownership of and use any general skills, techniques, ideas, concepts, and non-confidential know-how developed or used in the course of providing services, provided that we do not disclose your confidential information.
You are responsible for obtaining any licenses required for third-party materials we incorporate at your request. Any stock imagery, fonts, plugins, software, or third-party content remain subject to their respective license terms.
Unless you request otherwise in writing, you grant Northline Creative Studio Ltd. a perpetual, worldwide, royalty-free license to display completed work, including your name and logo, in our portfolio, website, social media, presentations, award submissions, and marketing materials for promotional purposes, except where prohibited by law or expressly restricted by a written confidentiality agreement.
8. Data Protection and Privacy
We collect, use, store, and disclose personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation.
We may collect personal information such as names, business contact details, billing information, project communications, and other information necessary to provide our services, manage our business relationship, and comply with legal obligations.
We use personal information to:
- communicate with you;
- provide and improve our services;
- issue invoices and process payments;
- maintain project records;
- comply with legal, regulatory, tax, and accounting requirements;
- prevent fraud and protect our rights and operations.
We may use service providers, such as cloud hosting, email, file storage, analytics, and payment processors, that may process personal information on our behalf. Where required, we take reasonable contractual and technical measures to protect personal information.
You acknowledge that electronic communications and online file transfer systems are not completely secure. While we take reasonable precautions, we cannot guarantee absolute security.
For privacy-related inquiries, please contact us using the details in Section 12.
9. Force Majeure
Northline Creative Studio Ltd. shall not be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, war, terrorism, civil unrest, labour disputes, power outages, internet or telecommunications failures, cyber incidents, governmental action, supply chain disruptions, or failures of third-party service providers.
If a force majeure event occurs, the affected party will notify the other party as soon as reasonably practicable and will use commercially reasonable efforts to mitigate the effects of the event. If the event continues for an extended period, either party may suspend or terminate the affected services by written notice, subject to payment for work performed and expenses incurred to the date of suspension or termination.
10. Changes to Terms
We may update or modify these Terms from time to time to reflect changes in our services, business practices, or legal requirements. The updated Terms will be posted or otherwise made available to you and will be effective from the date specified in the revised version.
Your continued use of our services after the effective date of any changes constitutes acceptance of the revised Terms. If a material change adversely affects an ongoing engagement, we will use reasonable efforts to notify you in advance. Any statement of work, proposal, or separate written agreement signed by both parties will prevail over these Terms to the extent of any conflict, but only for the specific project to which it applies.
11. Applicable Law and Jurisdiction
These Terms and any dispute, claim, or matter arising out of or relating to them, the services, or any project documentation shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
You agree that the courts located in Vancouver, British Columbia, Canada shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the services, and you irrevocably attorn to the jurisdiction of such courts, subject to any mandatory consumer rights or other mandatory rights under applicable law.
12. Contact Information
If you have any questions about these Terms, the services, billing, privacy, or any other matter, please contact:
- Northline Creative Studio Ltd.
- Northline Studio, 214-555 Burrard Street, Vancouver, BC V7X 1L3, Canada
- Email: [email protected]
- Phone: +1 (604) 682-9471
13. Severability Clause
If any provision of these Terms is held by a court or other competent authority to be invalid, illegal, or unenforceable, that provision shall be deemed severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
If any invalid, illegal, or unenforceable provision would be valid, legal, or enforceable if part of it were deleted, that provision shall apply with the minimum modification necessary to make it enforceable, to the extent permitted by law.
By engaging the services of Northline Creative Studio Ltd., you acknowledge that you have read, understood, and agreed to these Terms of Service.