This Agreement (“Agreement”) is entered into by and between Studio KGD (“Developer”) and the Client (collectively, “Parties”) for the design, development, and delivery of branding and website services as described in the approved project proposal.

1. Scope of Work

The Developer agrees to perform the services outlined in the approved proposal, including but not limited to:
branding, logo design, domain and hosting setup, website design and development, questionnaire creation, booking integration, SEO setup, and related deliverables.

Any additional work requested beyond the agreed-upon scope will require a written change order and may incur additional fees.

2. Project Timeline

The estimated completion timeline is outlined in the proposal.
The Client acknowledges that the timeline is an estimate and may shift depending on content delivery, feedback, or other unforeseen circumstances.

If the Client fails to provide requested materials, approvals, or feedback within a reasonable timeframe, the Developer reserves the right to pause the project.
If two (2) weeks pass beyond the estimated completion date without the Client’s cooperation or response, the project will be deemed substantially completed, and the remaining balance will become immediately due, regardless of project completion status.

3. Client Responsibilities

The Client agrees to:

  • Provide all necessary text, images, branding materials, logins, and other assets in a timely manner.
  • Review and approve work within the agreed feedback windows.
  • Maintain open and responsive communication during the project.

Failure to meet these obligations may delay delivery and will not constitute grounds for withholding payment.

4. Payment Terms

A 50% non-refundable deposit is required to initiate the project.
The remaining 50% balance is due upon completion of the project or after the two-week inactivity period defined in Section 2, whichever occurs first.

Invoices not paid within 7 days of their due date may incur a late payment charge of 2% per month (24% per annum).

5. Ownership & Intellectual Property

Upon full payment, the Client will own all rights to the final approved logo, website files, and design assets created for this project.
Studio KGD retains ownership of any unapproved concepts, working files, or proprietary development tools used in the creation process.
Studio KGD reserves the right to display the completed work as part of its portfolio, marketing, or case studies, unless otherwise agreed in writing.

6. Warranties & Liability

The Developer will perform all services with professional skill and care.
However, Studio KGD does not guarantee specific business results, traffic levels, or conversions.
The Developer will not be held responsible for:

  • Issues arising from third-party hosting or software updates.
  • Losses, damages, or claims resulting from misuse, alterations, or unauthorized access by the Client or third parties.
  • Any delays caused by force majeure events or client inaction.

The total liability of Studio KGD under this Agreement shall not exceed the total amount paid by the Client.

7. Termination

Either party may terminate this Agreement in writing.
If the Client terminates the project after work has begun, all work completed up to the date of termination remains the property of Studio KGD until full payment is received.
The Client agrees that the deposit is non-refundable and any additional completed work will be invoiced proportionally.

8. Legal Fees & Collection Costs

In the event Studio KGD must take legal action to recover payment or enforce this Agreement, all legal fees, court costs, collection fees, and reasonable attorney fees shall be paid by the Client.
This includes costs related to small claims, arbitration, or civil court actions.

9. Confidentiality

Both parties agree to maintain confidentiality regarding any proprietary or sensitive information shared during the project.

10. Indemnification

The Client agrees to indemnify and hold harmless Studio KGD, its owners, employees, and contractors from any and all claims, damages, losses, or expenses (including legal fees) arising from:

  • Materials or content provided by the Client.
  • Misuse of the website or brand assets.
  • Any breach of this Agreement by the Client.

11. Governing Law

This Agreement shall be governed by and interpreted under the laws of the Province of Ontario, Canada.
Any disputes arising under this Agreement shall be resolved in the courts of Ontario.

12. Entire Agreement

This Agreement, together with the accompanying proposal, constitutes the entire understanding between the Parties and supersedes all prior discussions or communications.
No amendment shall be valid unless made in writing and signed by both parties.

13. Acceptance

By submitting payment of the 50% project deposit, the Client confirms full acceptance of the terms and conditions of this Agreement and the project proposal.

Studio KGD
5A CAPNER ST. ST CATHARINES, ON L2P2K2
info@studiokgd.com
647-8865694
© Studio KGD — All Rights Reserved