Terms of Service

Effective Date: Nov 21, 2024

10574953 Canada Inc. (referred to herein as “The Art Department,” “we,” “our,” or “us”) provides design services to its clients (“Client” or “you”) under the following terms and conditions (“Agreement”). By engaging with The Art Department or using its services, you agree to be bound by this Agreement.

1. Services

The Art Department provides subscription-based, project-based, and retainer-based creative services, which may include, but are not limited to:

• Graphic design, UI/UX design, motion/animation design, branding and logo design, email design, social media creative, presentation design, and video editing.
• Creative strategy, web development, managed web services, and coaching.

Subscription Plans:
Clients may subscribe to one of three monthly tiers. Specific details of services offered under each tier, including the scope, delivery expectations, and limitations, are outlined on our website and incorporated herein by reference.

• Tier 1: One active request at a time.
• Tier 2: Two active requests at a time.
• Additional Features: Unlimited revisions, designer-selected stock photos, and the ability to pause or restart subscriptions as outlined in Section 3.

The Art Department reserves the right to adjust its service offerings, including splitting large requests into smaller tasks to meet production schedules.

2. Payment Terms

Billing and Payment:
Clients are billed monthly for subscription services or as agreed upon for project/retainer work. Payments may be made via electronic funds transfer, credit card, or check.

Late Payments:
A late payment fee of 2% per month will apply to overdue balances. Failure to settle overdue accounts may result in suspension or termination of services at The Art Department’s discretion.

Refund Policy:
All fees paid are non-refundable except as required under the laws of Ontario, Canada, including but not limited to the Consumer Protection Act.

3. Ownership and Intellectual Property

Deliverable Ownership:
The Client retains ownership of all final deliverables upon payment in full.

Portfolio Use:
The Art Department retains a perpetual, irrevocable right to use deliverables in its portfolio or marketing materials unless the Client provides written notice requesting otherwise prior to the commencement of services.

Third-Party Materials:
Clients may be required to license third-party materials, including fonts or plugins, necessary for the completion of specific deliverables. The Art Department assumes no liability for licensing obligations or related disputes.

4. Client Responsibilities

The Client agrees to:

• Provide timely access to necessary materials, feedback, and approvals to facilitate project completion.
• Ensure that any materials submitted to The Art Department do not infringe on third-party rights.
• Refrain from abusive or unlawful behavior when interacting with The Art Department’s personnel or systems.

The Client acknowledges that delays caused by a lack of response or incomplete information may impact delivery timelines and are not the responsibility of The Art Department.

5. Submission and Handling of Requests

All design requests must be submitted through the Company’s proprietary platform, AD Studio. Clients may have one or more requests in their queue based on their subscription tier; however, the Company will only work on one request at a time.

Request Prioritization:
The Company will prioritize the Client’s topmost request in their queue and guarantees that work will begin on this request within 24-48 hours of submission (weekdays, 9:00 AM to 5:00 PM EST). Subsequent requests will remain in the queue until the active request is completed.

Turnaround Times:
While the Company endeavors to deliver requests within 24-48 hours, these timeframes are not guaranteed and are subject to the complexity of the request and the Client’s responsiveness.

Request Splitting:
To facilitate timely delivery, the Company reserves the right to split large requests into smaller, manageable tasks. Notification of such splits will be provided through the platform, with the original request archived and comments explaining the split.

6. Stock Photo and Asset Usage

The Art Department provides access to designer-selected stock photos as part of its subscription plans. This feature does not constitute direct access to stock photo accounts or libraries.

7. Termination and Suspension of Services

Termination by Client:
Clients may terminate subscriptions at any time by notifying The Art Department in writing.

Auto-Pause:
If no communication is received from the Client for one (1) week, the subscription will be automatically paused. If no communication is received for three (3) consecutive weeks, The Art Department reserves the right to terminate the subscription and reallocate the Client’s spot to another customer.

Suspension by The Art Department:
The Art Department reserves the right to suspend or terminate services for non-payment, breach of these terms, or other violations at its sole discretion.

8. Changes to Terms

The Art Department reserves the right to update these terms at any time. Clients will be notified of material changes via email, with a link to the updated terms. Continued use of the services following notification constitutes acceptance of the updated terms.

For significant changes, The Art Department may require Clients to acknowledge the updated terms by checking a confirmation box upon logging into the platform.

9. Dispute Resolution and Governing Law

Dispute Resolution:
All disputes arising under this Agreement shall first be attempted to be resolved through good-faith negotiation. If unresolved, disputes may be submitted to mediation or arbitration as agreed upon by both parties.

Jurisdiction:
This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada. Any legal proceedings shall be conducted exclusively in Ontario.

10. Limitations of Liability

The Art Department shall not be held liable for:

• Delays caused by Client inaction or lack of response.
• Issues arising from third-party tools or materials required by the Client.
• Any incidental, indirect, or consequential damages, except as required by applicable law.
• All services are provided “as is,” with no guarantees, except those explicitly required by law.

11. Entire Agreement

This Agreement, including any referenced documents or supplemental agreements, constitutes the entire agreement between the parties and supersedes all prior understandings.