IMPORTANT NOTICE – BINDING TERMS OF SERVICE
By remitting payment for any invoice, or by accepting any project proposal, quotation, invoice, or contract (whether verbally, electronically, or in writing), the Client hereby expressly acknowledges and agrees to be fully and unconditionally bound by the following Terms of Service. These Terms apply to all invoices, proposals, services, and deliverables provided by Smola Designs and supersede all prior agreements unless expressly amended in writing and executed by both parties.
Effective Date: January 1, 2022
Governing Law: Province of Ontario, Canada
1. Agreement to Terms
These Terms of Service shall govern all services, proposals, statements of work, and invoices issued by Smola Designs (“Designer”) to any Client, irrespective of project scope, communication channel, or payment method. The Client’s remittance of any payment to Smola Designs, or acceptance of any proposal or service, shall constitute full acceptance of these Terms of Service, which shall be legally binding and enforceable in accordance with the laws of the Province of Ontario, Canada.
These Terms supersede any prior or contemporaneous agreements, whether oral or written, unless otherwise agreed in writing and executed by both parties. Smola Designs reserves the right to refuse service at any time for any reason, including, but not limited to, a history of non-payment, abusive conduct, or breach of contract.
2. Project Scope & Work Process
All work shall be performed in accordance with the scope set forth in the accepted proposal, invoice, or written correspondence. Any request for additional features, revisions, design work, or services not expressly included in the original agreement shall be deemed a request for additional services, subject to separate quotation and written approval.
The Client shall provide all required content, materials, access, and timely feedback necessary to facilitate completion of the project. Smola Designs shall not be responsible for delays in project delivery caused by the Client’s failure to provide necessary information or approvals.
3. Payment Terms
A non-refundable deposit in the amount of fifty percent (50%) of the quoted project value shall be payable prior to the commencement of any work, in consideration for reservation of schedule, consulting, and administrative expenses. The balance of the project price shall be payable in full prior to delivery, website launch, or the transfer of files or credentials. No deliverables shall be released or transferred until all outstanding amounts are paid in full.
Invoices are due upon receipt. Late payments may, at Smola Designs’ sole discretion, accrue interest at the rate of two percent (2%) per month (24% per annum) or the maximum rate permitted by law, whichever is less. Smola Designs may, without further notice, suspend or terminate work, withdraw access, or terminate the agreement in the event of non-payment. The Client shall indemnify Smola Designs for all costs, including legal fees, incurred in the recovery of unpaid amounts.
4. Refund & Cancellation Policy
All deposits and advance payments are strictly non-refundable. In the event the Client cancels the project after commencement, all work performed up to the date of cancellation shall be immediately invoiced and payable in full. No refunds or credits shall be issued for completed or partially completed work. Failure to pay for completed work constitutes a material breach and waives all Client rights to deliverables.
5. Non-Payment, Suspension & Collections
Smola Designs reserves the right to suspend performance, disable websites, revoke access to files, or withhold support and maintenance for accounts with overdue balances. In the event of non-payment, all intellectual property, code, designs, and deliverables shall remain the exclusive property of Smola Designs, and use by the Client is expressly prohibited. The Client shall remain liable for all sums owing and all costs incurred by Smola Designs in enforcing its rights hereunder.
6. Respectable Workplace Policy
Smola Designs maintains a professional and respectful working environment. The following conduct shall constitute grounds for immediate suspension or termination of services without refund:
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Harassment, bullying, or verbal abuse (via any medium)
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Threats, intimidation, or aggressive conduct
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Excessive or unreasonable demands or revisions outside agreed scope
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Attempting to renegotiate scope or pricing after deposit
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Withholding payment as leverage for additional work
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Communication volume or frequency disruptive to business operations
If, in the sole judgment of Smola Designs, a Client’s conduct—including but not limited to harassment, abuse, threats, intimidation, malicious communications, or legal intimidation—causes disruption, distress, or harm to Smola Designs, its staff, or other clients, Smola Designs reserves the right to immediately suspend or terminate services without refund. In the event of such termination, all outstanding amounts remain due and no files, rights, or deliverables shall be transferred.
7. Delivery, Timeline & Launch
Deliverables, including but not limited to live websites, design files, or assets, shall only be provided after receipt of full payment. All timelines are estimates and subject to the Client’s timely delivery of content and approvals. Smola Designs shall not be responsible for delays caused by the Client’s unresponsiveness or changing requirements.
Smola Designs is not responsible for archiving or backing up client files after delivery or launch. The Client is solely responsible for backups following delivery. Delivery does not imply transfer of ownership; the Client is granted a limited-use license only.
8. Intellectual Property & Ownership Rights
All websites, designs, code, content, and materials created by Smola Designs shall remain the exclusive property of Smola Designs, unless otherwise agreed in writing and executed by both parties. Ownership is not transferred to the Client, even after payment, absent a written assignment signed by Smola Designs.
Upon payment in full, the Client receives a limited, non-exclusive, non-transferable license to use the final deliverables for its own business or personal purposes. The Client may not duplicate, resell, reverse-engineer, migrate, or republish any deliverable without Smola Designs’ prior written consent.
Smola Designs retains the right to display completed work in its portfolio or marketing materials unless otherwise agreed in writing.
9. Limitation of Liability
Smola Designs shall not be liable for any indirect, incidental, special, or consequential damages arising from the use or inability to use any deliverable or service. In no event shall Smola Designs’ liability exceed the fees paid by the Client for the specific project giving rise to the claim. The Client assumes sole responsibility for reviewing and testing all deliverables prior to launch or publication.
10. Termination of Services
Either party may terminate the agreement in writing at any time. In the event of termination by the Client, all work performed to date shall be invoiced and payable in full. Smola Designs may terminate services immediately, without refund, in the event of Client breach, non-payment, or misconduct. Upon termination for cause, Smola Designs may revoke all licenses, disable access, and pursue all remedies at law.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. Any disputes arising under or in connection with these Terms shall be resolved exclusively in the courts of Ontario.
12. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement shall be addressed as follows:
a) The party asserting the dispute shall provide written notice to the other party describing the matter in reasonable detail.
b) Upon delivery of notice, both parties shall in good faith attempt to resolve the dispute through direct negotiation for up to ten (10) calendar days.
c) If the dispute is not resolved, Smola Designs may, at its sole discretion, require the parties to participate in a single mediation session in Ontario, with each party bearing its own costs.
d) The Client may not commence or maintain any legal or administrative proceeding unless and until the foregoing steps have been completed in good faith and are not prevented by the Client’s own actions or omissions. Should the Client’s conduct—including but not limited to harassment, threats, abuse, intimidation, refusal to participate, unsubstantiated demands, parallel proceedings, or court orders—materially frustrate or prevent genuine resolution, the Client irrevocably waives any right to pursue legal proceedings against Smola Designs relating to this Agreement.
13. Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, war, terrorism, or pandemics, provided prompt written notice is given to the other party.
14. Severability
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
15. Right to Seek Additional Damages
Smola Designs expressly reserves the right to pursue all available legal remedies, including recovery of actual and consequential damages, legal costs, and any other relief permitted by law, should a Client’s conduct—including but not limited to harassment, abuse, threats, defamation, legal intimidation, or actions that disrupt Smola Designs’ business or cause harm to other clients—result in financial loss, reputational harm, lost business, or additional costs to Smola Designs.
16. Entire Agreement
These Terms of Service constitute the entire agreement between Smola Designs and the Client. No verbal statements or alternate agreements shall apply unless acknowledged in writing and executed by both parties.
By engaging Smola Designs, paying any invoice, or accepting a proposal, the Client acknowledges having read, understood, and agreed to be bound by these Terms of Service.
