Terms of Service document
These Terms of Service (“Terms”) are a legal agreement between you and Craigmillar Studio. They are written in plain language where possible but have legal effect. If you do not agree, do not use our website or services. For advice about your specific situation, consult a qualified professional.
Agreement and acceptance
By accessing craigmillarstudio.ca (the “Site”) or by purchasing or using services from Craigmillar Studio (“we,” “us,” “our”), you agree to these Terms and our Privacy Policy, which is incorporated by reference. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
We may update these Terms from time to time. We will post the revised Terms on this page and update the “Last updated” date. For ongoing services, material changes may require additional notice where required by law or contract. Your continued use of the Site after changes become effective constitutes acceptance of the revised Terms, except where prohibited by law.
Definitions
- “Client” means a business or individual that contracts with us for paid services.
- “Deliverables” means the work product we agree to provide under a statement of work, proposal, or similar document (for example, website files, configurations, documentation).
- “Services” means professional services we offer, including custom website design and development, AI automation and integration setup, consulting, and related support, as described on the Site or in a separate agreement.
Eligibility
Our Services are intended for businesses and adults. By using the Site or engaging us, you represent that you are at least the age of majority in your province or territory of residence and have the legal capacity to enter into these Terms.
Website use
You may use the Site for lawful purposes only. You agree not to:
- Use the Site in any way that violates applicable law or infringes the rights of others;
- Attempt to gain unauthorized access to our systems, accounts, or networks, or interfere with the security or integrity of the Site;
- Use automated means (such as scraping, bots, or denial-of-service tools) to access or burden the Site without our prior written consent, except standard search engine indexing;
- Transmit malware, spam, or harmful code;
- Impersonate Craigmillar Studio, our personnel, or another person or entity.
We may suspend or restrict access to the Site for maintenance, security, or other operational reasons.
Services
Craigmillar Studio provides custom digital services tailored to each Client. Unless otherwise agreed in writing:
- Scope is defined by the proposal, statement of work, or invoice you accept. Anything outside that scope may require a change order and additional fees.
- Timelines are estimates. Delivery depends on timely Client input, approvals, and third-party dependencies (for example, domain DNS, hosting credentials, or API access).
- Support and maintenance after launch, if any, is governed by the agreement for those services or our then-current support terms.
Client obligations
As a Client, you agree to:
- Provide accurate information and timely feedback, content, assets, and approvals needed to perform the Services;
- Ensure you have the rights to all materials you supply (text, images, logos, trademarks, credentials) and that their use does not violate third-party rights;
- Maintain the confidentiality of any access credentials we issue and notify us promptly of unauthorized use;
- Comply with applicable laws in your use of Deliverables and any automation or messaging systems we configure (including Canada’s Anti-Spam Legislation (CASL), privacy law, and industry-specific rules);
- Pay fees when due as described in your agreement or invoice.
Delays or failures caused by your late input, inaccurate information, or third parties outside our reasonable control may extend timelines and may result in additional charges where permitted by our agreement.
Proposals, fees, and payment
Fees, deposits, milestones, and payment methods are set out in your proposal, invoice, or contract. Unless stated otherwise:
- Quoted prices are in Canadian dollars unless another currency is specified;
- Taxes (such as HST/GST) may be added where required by law;
- Late payments may incur interest or suspension of Services as permitted by law and our agreement;
- Refund policies, if any, are stated in your specific agreement; custom services are generally non-refundable once work has commenced, except as required by law.
Intellectual property
Your materials
You retain ownership of materials you provide. You grant us a non-exclusive licence to use, reproduce, and modify those materials solely to perform the Services and deliver the agreed Deliverables.
Our pre-existing IP
We retain ownership of our proprietary tools, templates, frameworks, and know-how developed before or independently of your project. To the extent incorporated into Deliverables, we grant you a licence to use them as part of the Deliverables for your business in line with your agreement.
Deliverables and assignment
Upon full payment of fees owed for the applicable scope, we grant you ownership of the custom Deliverables created specifically for you under the agreement, except for third-party components (such as open-source libraries, fonts, or licensed plugins) which remain subject to their respective licences. Specific assignment and licence terms may be further described in your statement of work.
Third-party services
Our work often involves third-party products and services (hosting, domain registrars, email, CRMs, automation platforms, analytics, payment processors, and similar tools). Those services are governed by the third party’s terms and privacy policy. We are not responsible for outages, policy changes, or acts of third parties, though we will work in good faith to help you migrate or troubleshoot where agreed.
AI and automation
Where we configure AI, automation, chat, or messaging workflows:
- Outputs may be probabilistic or incomplete. You are responsible for reviewing automated communications and workflows before relying on them for compliance, safety, or business-critical decisions;
- Third-party AI or automation platforms may process data according to their terms; you should review those terms for your use case;
- We do not guarantee specific business results (such as lead volume, revenue, or search rankings) from automation or websites.
Warranties disclaimer
Except as expressly stated in a signed written agreement, the Site and Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, we disclaim all warranties and conditions, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Site will be uninterrupted, error-free, or free of harmful components.
Some jurisdictions do not allow certain disclaimers; in those jurisdictions, our warranties are limited to the maximum extent permitted by law.
Limitation of liability
To the fullest extent permitted by applicable law:
- Indirect damages: We are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, or business opportunities, arising from these Terms or the Services, even if we have been advised of the possibility of such damages.
- Cap: Our aggregate liability for all claims arising out of or related to these Terms or the Services (whether in contract, tort, negligence, or otherwise) shall not exceed the greater of (a) the fees you paid to us for the specific Services giving rise to the claim in the twelve (12) months before the claim arose, or (b) five hundred Canadian dollars (CAD $500), except where limitation of liability is prohibited by law (for example, certain consumer protection rules may apply to consumers in specific circumstances).
These limitations apply to the extent permitted by law and do not limit liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
Indemnification
You will defend, indemnify, and hold harmless Craigmillar Studio and our directors, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your materials or your use of Deliverables in breach of these Terms or applicable law; (b) your business operations or interactions with your customers; or (c) your violation of third-party rights. We will promptly notify you of any such claim and cooperate in the defence at your expense.
Confidentiality
Each party may receive non-public information from the other. The receiving party will use reasonable care to protect confidential information and will not disclose it except to personnel and advisers who need to know and are bound by similar obligations, or as required by law.
Term, suspension, and termination
These Terms apply from your first use of the Site and, for Clients, for the duration of the Services and thereafter as needed to enforce surviving provisions. Either party may terminate Services in accordance with the specific contract or, if none, on reasonable written notice where permitted. We may suspend or terminate access for material breach, non-payment, or legal or security reasons. Provisions that by their nature should survive (including intellectual property, limitation of liability, indemnity, and governing law) will survive termination.
Force majeure
We are not liable for failure or delay in performance due to events beyond our reasonable control, including natural disasters, war, terrorism, labour disputes, failures of utilities or the Internet, or government actions.
Governing law and venue
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. You agree that the courts located in Toronto, Ontario have exclusive jurisdiction over disputes arising from these Terms or the Services, subject to mandatory consumer protection laws in your jurisdiction where applicable.
Dispute resolution
Before initiating any legal proceeding, the parties agree to attempt in good faith to resolve disputes through direct negotiation. If the dispute cannot be resolved within thirty (30) days, either party may pursue remedies available in the courts described above, unless applicable law requires a different process.
General provisions
- Entire agreement: These Terms, together with the Privacy Policy and any signed proposal or statement of work, constitute the entire agreement between you and us regarding the subject matter and supersede prior oral or written understandings on the same topic.
- Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
- No waiver: Failure to enforce a provision is not a waiver of future enforcement.
- Assignment: You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
- Language: The parties have required that these Terms and all related documents be drawn up in English.
Contact
For questions about these Terms, please book a call through our scheduling page and note “Terms inquiry” in your message, or contact us through the same channels you use for your project.
Related: Privacy Policy