Terms & Conditions

The Client is engaging the Service Provider, as an independent contractor for the specific purpose of designing and setting up new accounts for the purchased Services. If need be, the Client hereby authorizes the Service Provider to access their pre-existing accounts allowing “write permission” and authorizes the Agent, Company, Associates and the Account Provider to provide the Service Provider with permission for the Client’s accounts, and any other login, access information or programs which need to be accessed. The client also authorizes the Service Provider to use the login information to access any third-party accounts associated with the purchased Services or site from where the Client would like the Service Provider to access licensed images, copyrighted text and other technical information, configurations, audio, video, media and content useful in designing and developing the purchased Services.

This agreement contemplates that all links provided by the Client have been verified and approved for use on the Client’s Services. The Service Provider takes absolutely NO RESPONSIBILITY in ANY suit(s) that are directed to the Client from links that have not been approved for use on the Client’s account and Services.

It is anticipated that the Service Provider will create, capture or receive from the Client all graphics, audio, video media elements necessary to complete the Client’s Services. This includes audio, video, images, photography, scanning services, video, and photo shooting, editing, animation, and 3rd party stock photography, audio, video and any media element as listed below:

3.1. Photography, Audio, Photography / Photo, and Video Shooting: Clients residing in Ontario, Canada may request the Service Provider to visit the Client’s place of business and capture images, video, audio in digital format for inclusion on the Client’s Services. The Service Provider will also be able to scan images, send and receive digital media formats for audio, video and shoot videos at the Client’s request. Due to the differing needs of Clients, the quantity of digital photography, video production, footage, shooting locations and scans and costs incurred will be negotiated. The client agrees to pay for all additional travel, food and stay costs for our team involved in this process.

3.2. 3rd Party Stock Photography, Audio, and Video: The Client takes full responsibility for any 3rd Party Stock Photography, Audio and Video that he provides to the Service Provider by any medium and will hold harmless, protect, and defend the Service Provider and its subcontractors from any claim or lawsuit arising from the use of such elements furnished by the Client. For any 3rd Party Stock Photography, Audio and Video used by the Service Provider to create content for the Client, the Client may only use this content in the original format and for the original intended purpose of that content and may not manipulate or use is it any other way. All 3rd party Photography, Audio and Video licenses, as outlined on their websites, must be adhered to by both the Service Provider and the Client, including but not limited to the following – Envato Elements , Twenty20 , iStock , Canva Pro & Free , Depositphotos.

Text and any other file supplied by the Client shall be provided in popular readable electronic format (i.e. Microsoft Word / .jpg / .gif / .png / .pdf / .eps). Submission can be made as: an email attachment or link to an online file (i.e. Google Drive, Dropbox, etc.). If the Service Provider is requested to obtain files by other means, then appropriate charges will incur.

If the Client wants the Service Provider to develop or design any additional material for web or print purposes, the standard rate of $120/hr will be applicable. The price can be negotiated based on the work required.

Unless stated in our quotation or invoice, the Client agrees to pay the Service Provider full cost upfront for all or any Services. Upon receiving the full payment and making sure that the Service Provider has complete access and content from the Client, our designing and development process will commence. The Client is required to pay the full amount upfront by e-transfer to Acorn Studio Marketing & Co. Inc. If the client is not comfortable paying through e-transfer, or if this option is not available (i.e. clients outside Canada), PayPal or other online credit card methods are available. Additional fees may be incurred for alternative payment methods (i.e. wire transfers). Only in the case where the total amount for the development exceeds $1,500, a minimum deposit of 50% of the total quoted amount is required to commence development. Other means of commencement may be negotiated. The remainder (final payment) of payment is due upon or prior to completion of development. The payment can be made by e-transfer, or as previously stated, an alternative method is available. The Service Provider reserves the right to remove all web content, designs, development from the Internet if payment is not made within thirty (30) days after delivery of our completion notification. If a payment delay is anticipated, please contact the Service Provider to discuss potential problems in advance. If problems are anticipated, we may be able to accommodate an alternate arrangement. If the Client is delinquent in their payment, then proper actions may be taken by the Service Provider and the account may be handed over to a 3rd party Collections Agency for proper handling and recovery.

The Client agrees to pay the monthly fees in advance for each month. The monthly Service Provider reserves the right to hold the monthly services if payment is not made within five (5) days after the due date. If a payment delay is anticipated, please contact the Monthly Service Provider to discuss potential problems in advance. If problems are anticipated, we may be able to accommodate an alternate arrangement. If the Client is delinquent in their payment, the proper actions may be taken by the Monthly Service Provider and the account may be handed over to a 3rd party Collections Agency for proper handling and recovery.

The Service Provider prides itself on providing excellent customer service. That is the spirit of our agreement and the spirit of the Service Provider’s business and encourage input from the Client during the design process. The Service Provider understands, however, that the Client may request significant changes to Services that have already been rendered to the Client’s specification. The Service Provider will work to accommodate, if possible, with an additional cost and possible change to the timeline of the project or delivery of service. To that end, please note that our agreement does not include a provision for significant design, development or production in excess of our agreement. Some examples of significant Service modification at the request of the Client include:

8a. Designing, producing and shooting a completely new video, audio, photography, graphic design, ad, website layout or strategy, vision change to accommodate a substantial change at the Client’s request.

8b. Recreating or significantly modifying the company logo, graphics, resetting new accounts for Google tools such as Google Analytics, AdWords, Google Console, Google Maps and Google Places at the Client’s request.

8c. Replacing more than 50% of the text, image content to any given page, graphics at the Client’s request.

8d. Creating a new navigational structure or changing the design or links in graphics at the Client’s request.

8e. Significantly reconfiguring the Client’s PPC AD account, Campaigns, Advertisement, Graphic Designs or Web Links.

8f. For Monthly Technical Maintenance: Any content upload, update such as uploading and replacing text, images to any given page at the Client’s request or significantly reconfiguring the Client’s shopping cart with new product upload, shipping or discount calculations if an e-commerce enabled site has been selected by the Client.

8g. Any additional content update on the website other than the one already stipulated in the agreement.

8h. Significant changes or additions to any marketing campaign or strategy tactics.

Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be an intricately involved design of each page, graphics or PPC campaigns are encouraged to negotiate an agreement before purchasing our Services.

If significant development is requested by the Client in excess of our agreement, and the Service provider is able to accommodate the changes, the Client will be notified of the additional cost and timeline changes to the project and must respond that they accept these changes before any services commence. All additional charge(s) will be invoiced accordingly.

The Client represents to the Service Provider and unconditionally guarantees that any elements of text, graphics, photos, designs, audios, videos, trademarks, or other artwork furnished to the Service Provider via Email, Phone, Internet, On-Paper, in-meeting and otherwise, for inclusion in the Client’s website or other marketing platform, are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Service Provider and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. The client agrees that any content used while developing the website or other marketing materials is owned by the client and under no circumstances will the Service Provider be liable for Client’s Content or the content of any third party, including, but not limited to, for any errors or omissions in the Client’s Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise. The Service

Some Clients may desire to independently edit or update their Services after completion of the design/development as a way to control costs and avoid further expense. The Client agrees that once we complete the development for Client’s Services and the Client or an agent of the Client other than the Service Provider attempts to update Services that were previously rendered by the Service Provider and damages the design or impairs the ability for the Services to display or function properly, costs to repair any damages, will be invoiced in addition to any current service agreement.

The Service Provider reserves the right to assign certain subcontractors to this development to ensure the right fit for the job as well as on-time completion. The Service Provider warrants all work completed by subcontractors for this development.

The client agrees to reimburse the Service Provider for any critical Client requested expenses necessary for the completion of any marketing services or development of materials. Examples would be the purchase of specific fonts; the purchase of specific photography, audio, video; forms; the purchase of specific software; using any third-party plugins; third-party online portals; submittal to specific search engines at the Client’s request.

Authorized representative of the Client certifies that he or she is at least 19 years of age and legally capable of entering a contract in the Province of Ontario on behalf of the Client.

The client agrees to work together, deal and behave with the Service Provider in a professional manner. Any kind of repeated pattern of inappropriate, false accusations, harassment, derogatory or threatening speech directed towards the Service Provider, its officers, staff, and contractors will not be tolerated. The Service Provider has the right to take strict action, legal steps, abiding the law and resume the development process and any related Services right away offering no refund or guarantees to the Client. The Service Provider has zero-tolerance for Clients abusing our Services.

The Client agrees that any material submitted for publication will not contain anything leading to abusive or unethical use of the Service Provider. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of illegal activity, and any infringement of privacy. The Client hereby agrees to indemnify and hold harmless the Service Provider from any claim resulting from the Client’s publication of material or use of those materials. It is also understood that the Service Provider will not publish information over the Internet which may be used by another party to harm another. The Service Provider will also not develop pornographic or illegal software for the Client. The Service Provider reserves the right to determine what is and what is not suitable.

The Client agrees that it shall defend, indemnify, save and hold the Service Provider harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees associated with the Service Provider’s development of the Client’s Services. This includes Liabilities asserted against the Service Provider, its subcontractors, its agents, its clients, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns. The Client also agrees to defend, indemnify and hold harmless the Service Provider against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s website. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business. Under no circumstances, including negligence, shall the Service Provider, its officers, agents or anyone else involved in creating, producing or distributing service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to the Service Provider records, programs or services. Notwithstanding the above, Client’s exclusive remedies for all damages, losses, and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate amount which Client paid during the term of this contract and any reasonable legal fee and court costs.

Copyright to the finished assembled work of Services produced by the Service Provider and graphics shall be vested with the Client upon final payment for the development. This ownership is to include design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this development. All materials developed that are intended for publication to the web remain the property of Service Provider until such time as final payment for the development has been tendered by the Client. At this time, all materials become the property of the Client and may be used by them as desired. Should materials described in this agreement be used on the web by the Client before the tender of final payment, then this agreement is breached and appropriate penalties will apply.

The client agrees that the Service Provider may put a byline on the bottom of their web site, establishing design and development credit. The client also agrees that the website, graphics, video, audio and any development created for the Client will be included in the Service Provider’s portfolio and the Client will provide a text review, audio or video testimonial when requested by the Service Provider. If any or none of these are acceptable, please inform the Service Provider before the contract is accepted via email or in writing via registered mail.

The Service Provider, its employees, and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Service Provider including strategies, vision, information mind maps, training to another party.

The Service Provider and the Client must work together to complete the development in a timely manner for both parties to remain profitable. Cancellation of the development at the request of the Client must be made within 2 weeks (14 days) of the purchase. In the event that a project is postponed or canceled at the request of the Client after 14 days of purchase, the Service Provider shall have the right to retain 50% of the total amount invoiced for the service as a deposit and development expenses. In the event this amount is not sufficient to cover the Service Provider for time and expense already invested in the development, an additional payment may be due. If additional payment is due, this will be billed to the Client within 10 days of notification to stop development. The final payment will be expected under the same terms as listed in this agreement. The Client agrees that once the Service Provider completes the agreed upon work, any further work will incur an additional cost that will be estimated and quoted to the Client for further development. Unless the Client is a monthly paid service subscriber with the Service Provider, the Client agrees that the Service Provider has no legal liability to work further on the completed services and any projects. If the client is a monthly service subscriber, work will be completed to the end of the month.

These terms thereto constitute the sole agreement between the Service Provider and the Client regarding any development provided by the Service Provider for the Client. It becomes effective immediately upon engagement of services from the Service Provider or buying any Services from the Service Provider. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Service Provider. Both parties warrant that they have read and understood the terms set forth in this agreement. This agreement is effective on all the Clients that the Service Providers has rendered Services and where the Client has purchased the Services, and for any Client that has any Services with the design credit or byline in the footer mentioning “powered by” or “website designed by” etc. linked to the Service Provider’s URL’s.

The Service Provider reserves the right to revise, amend, or modify the Terms of this Agreement and other Terms Of Use, Privacy Policies and Agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our Terms of Agreement.