LOGOLESS BRANDING TERMS OF PURCHASE
Thank you for choosing Logoless Branding by The Daily Atelier Inc. (the “Service”). All sales are final for this Service, pursuant to terms & conditions (the “Agreement”) below.
By clicking “Buy Now,” “Complete Order,” or any other phrase on the purchase button, selecting and confirming “I agree to the Terms & Conditions”, entering your credit card information, or otherwise rendering payment (either in-full or partial) for the Service for which these terms appear, you (hereinafter referred to as “you” or “Client”) agree to be provided with this Service created by Alicia Koo, (the "Owner") in their capacity as owner of The Daily Atelier Inc. (the “Company”). Company and Client are sometimes referred to independently as “Party” or collectively as the “Parties” in this Agreement.  
You, the Client, are executing a legally binding agreement with the Company, subject to the following terms and conditions:

EXECUTION OF AGREEMENT

The terms of this Agreement shall be effective for seven (7) days after presentation to the Client. In the event this Agreement is not executed by Client within the time identified, the Agreement, together with any related terms and conditions and deliverables, may expire or may be subject to amendment, change or substitution.


TERM

The Term of this Agreement (the “Term”) commences on the purchase date of this Service (the “Effective Date”) and continues thereafter until the completion of the Service as set forth in this Agreement unless otherwise extended or terminated in accordance to the terms of this Agreement. 
The provisions of Sections 5 through 12 as well as any other provisions that must survive in order to give proper effect to its intent, survive the expiration or earlier termination of this Agreement.

SCOPE OF SERVICES

Company will provide Client with the following services and works (collectively, “Services”):
Brand Research & Discovery
A series of modules that explores your desired audience, brand positioning, and signature style elements to direct this project. This also includes a mood board/visual direction process before we begin any design or styling of your brand. 
A 30-minute consultation call. 
1 revision round.

Brand Guidelines For Your Signature Style
This document ensures that all your assets are utilised consistently, and will provide direction for any visual collateral, photography, and future website. 

Colour Palette
3 - 4 core colours and styling that you will be able to use for a consistent theme across all platforms. 
1 revision round. 

Type Suite
Typography set and styling for headers, subheaders, and text for social media and future website (please note the typesuit licenses are NOT included and should be purchased separately).
1 revision round.

Image Styling & Application Mock-ups
Mock-ups illustrating various use cases including but not limited to a website homepage, social media, and print media of your branding are included. 

1-Hour consultation and Walkthrough
Once the final deliverables and/or works are ready, I will provide you with a walkthrough of your new brand assets. We will be discussing how to best utilise your new assets, and how to apply it consistently across all your online (and offline) platforms! 

30-minute Post-Project Coaching Call
After a month of implementation, we’ll provide an audit of how well you’ve been able to adhere to your brand guidelines, and provide further direction as needed to maintain the look of your new brand! 

Additional Services –

In addition to the Services set out above, Client may request the following additional services if needed from time-to-time, and at the sole discretion of Company (the “Additional Services”):

Additional revision rounds ($500.00 USD per additional revision round);
Additional mockups ($200.00 USD per additional mockup);
Matching wordmark logo ($250.00 USD per additional wordmark logo with 1 revision round and 3 mockups, icons and variations not included)
Website design (starting at $1000.00 USD);
Social media templates (starting at $1000.00 USD);
Print mockups/print materials (starting at $1000.00 USD);
Business card designs ($500.00 USD per business card mockup)
Copywriting (starting at $1000.00 USD);

Client understands and agrees that Company’s Services are limited to the scope of Services set out in the Agreement. If the Client requests Additional Services, Company may in its sole discretion, agree to provide Additional Services for an additional fee of the amount described above, $100.00 USD per hour, or an amount that will be agreed upon in writing prior to beginning such Additional Services. Company may then extend or modify any delivery schedule or deadlines as may be required and inform the Client in writing. 


 Storage of Files –

Company will store and back-up all digital copies of files until the final works are provided to Client. Upon delivery, Client is solely responsible for ensuring safe storage of the final works and understands Company is not liable for any lost or damaged works.

Passwords – 

Client agrees to provide any passwords or log-in credentials to Company for any accounts, third-party programs and social media platforms as required from time to time to perform the Services. 


CLIENT RESPONSIBILITIES

Considering the short project timeline the Client acknowledges that they shall be responsible for performing the following in a reasonable and timely manner:

Scheduling Onboarding Call –

Client agrees to schedule the onboarding call within five (5) business days of accepting the Agreement. 

If Client does not schedule the onboarding call, it is within Company’s discretion to terminate this Agreement without further delivery of Services. Client is not entitled to any refund of any amounts paid to the Company and any outstanding payments of the Fee owing under this Agreement will immediately become due and payable to Company.

(b) 24 - Hours Prior To Initial Consultation – 

Client agrees to complete all homework assignments twenty four (24) hours prior to the Initial Consultation. The homework assignments include but are not limited to completing the mini strategy questionnaire and providing all assets in the Notion Client Portal. 

The Client agrees to inform the Company using reasonable efforts should a delay occur or be expected to occur in completing the homework assignment. In the event that Client notifies Company in writing of delays in completing their homework assignment, the Company may, in their discretion, delay the delivery and timeline for Services up to forty eight (48) hours. 

If the Client does not complete the homework assignment and reschedule the Initial Consultation call within the agreed upon extension, it is within Company’s discretion to terminate this Agreement without further delivery of Services and any amount of the Fee and any expenses outstanding shall become immediately due and payable. 

Approval of Works – 

Company will send all works to Client via Notion. Client is responsible for approving all works within twelve (12) hours. 
Any delay in Client providing their approval may result in the delayed delivery of Services or additional fees to be charged by the Company. In the absence of approval within twelve (12) hours after presentation to Client, the deliverable or work shall be deemed approved, the revision round will be forfeited, and the Company will continue onto the next phase of the Services. 
Client is solely responsible to ensure all works provided as part of the Services are accurate, complete and free of errors, including grammatical or spelling errors prior to posting, printing or publishing. Client understands they are solely responsible for any costs, losses, charges or expenses related to any works that Client has approved and assumes full responsibility for same. 

Meetings – 

The time and manner of the meetings will be determined by Company and Client at a mutually agreed upon time. It is the Client’s responsibility to be available at the agreed upon time. The Company and Client will hold their meetings on Zoom. Client understands the importance of attending meetings at the mutually agreed upon and scheduled time. If Client calls past the start of the scheduled meeting time, but still within the meeting timeframe, Company shall meet with Client for the remainder of the original meeting time allotted. If Client fails to call in for a meeting and provides no notice of cancellation, Client will be charged $100.00 USD.

Rescheduling Meetings – 

Client must make every effort to meet at the mutually agreed upon time. Client must provide Company twenty-four (24) hours advance notice to reschedule a meeting. Client may contact the Company at any time to reschedule a meeting. If Client reschedules a meeting within twenty-four (24) hours prior to the scheduled meeting time, Client shall be charged $100.00 USD. 

Communication Requirement –

During the Term, Client agrees to maintain communication and provide all information and feedback needed for the Company to carry out their obligations under this Agreement. 

Due to the quick turnaround time of the Services, if Client does not respond to any communication or provide Company with information, feedback or material requested within twelve (12) hours, Company may, in their discretion, delay the delivery and timeline for Services or move onto the next phase of the Services.  

Parties agree to inform the other using reasonable efforts should a delay occur or be expected to occur. In the event that Client notifies Company in writing of delays in its project timeline, Company may at their discretion, slow or stop work and coordinate new due dates and timelines, which shall be in writing. 

If such communication breakdown occurs more than once, or if Client fails to respond or places the project on hold for longer than two (2) business days without prior notice and agreement, it is within Company’s discretion to terminate this Agreement without further delivery of Services and any amount of the Fee and any expenses outstanding shall become immediately due and payable. 

Method of Communication – 

Company’s primary method of communication between the Parties will be via Email and Notion. Client agrees to communicate with Company via Email and Notion. Client agrees to use Email and Notion for any and all communication purposes, unless otherwise indicated by the Company. If Company changes the primary ongoing communication method, Client agrees to communicate via the new Company-selected communication method. 

Point of Contact –

Client is not allowed to contact Company employees or contractors separately to solicit personal contact information, separate services, or other contracts outside of this Agreement. Such attempts will be deemed as a breach of Company business, trade secrets, and intellectual property, and a violation of any non-competition or non-disclosure and privacy rights of Company within this Agreement. As such, Client agrees to not hire Companies contractors, employees, or service providers outside of this Agreement for the term of the Agreement and for a period of three (3) months after Services are completed or terminated. 


FEES, PAYMENT AND EXPENSES

Payment for Services –

In exchange for the Services, the total fee is $2,500.00 USD plus all applicable sales taxes (the “Fee”). Upon execution of this Agreement, Client agrees to pay to the Company the full Fee for the Service, regardless of what payment option Client selects at checkout. 
Payment Plan –
If Client selects a payment plan, Client agrees to pay all Fees. A partial payment of one installment of the payment plan shall be treated as a commitment to pay the entire Fee for the Service. By submitting a partial payment, Client understands that they are contractually bound to make all payments outlined below. 
Client authorizes Company to charge the credit card or account used at checkout to complete all payments pursuant to the payment plan below, and Client does not require separate authorization for each payment.

If any payments fail, Client agrees to remedy the situation immediately (i.e., update Client’s payment information, provide a new credit card, and/or make all past-due payments within five (5) business days).

Client agrees to pay the Fee as follows:
 
Payment
Due Date
$1,250.00 USD plus tax
Due upon accepting this Agreement
$1,250.00 USD plus tax
Due 30 days after accepting of this Agreement


Fees for Additional Services –

Company’s hourly rate is $100.00 USD. Any Services outside of the scope of Services set out in this Agreement will be considered Additional Services. Additional Services requested by Client will be charged to Client at the hourly rate set out above, or as may otherwise be agreed upon by the Parties in writing.

Before beginning work on Additional Services, Company will send an invoice to Client for the total amount of the Additional Services. All invoices for Additional Services must be paid upon receipt of the invoice and work will not start until the invoice for Additional Services is paid. 

Expenses –

The Fee does not include any out-of-pocket expenses incurred by the Company, such as hosting fees, fonts, image licensing, postage, etc.. Company will obtain approval from Client before incurring any expenses not included in the Fee. Any expenses incurred by Company will be billed to Client and Client agrees to reimburse Company upon receipt of the invoice.  
 
Rush Fee —

If Client requests to expedite the Service, Company may charge Client a rush fee (the “Rush Fee”). The Rush Fee is a flat fee of $1,000.00 USD or as otherwise determined reasonable in the circumstances by the Company. The revised timeline must first be agreed on by the Parties in writing. 

Late Fees –

Company understands that, from time to time, there are issues with payment. If any payment is not received on the payment due date, Company may stop work on all Services and/or Additional Services until any outstanding payment is received in full. If any invoice remains outstanding ten (10) business days from the payment due date, Client will be charged a late fee of five (5)% compounding monthly, equaling sixty (60)% annually, if lower, the highest rate permitted under applicable law from the date such payment was due until the date paid. 
Company reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Additional Services, Taxes, Expenses, and Fees, Charges, or the costs of changes.
If Company has made reasonable attempts to collect outstanding payment, and any amount remains unpaid, Company reserves their right to send Client to collections or take all other legal remedies to attempt to collect payment from Client. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. 

Payment Authorization – 

Client authorizes Company to continue to charge all payments owing under this Agreement to Client’s credit card or via any third-party payment used to process transactions until full payment has been received. Client agrees to not block, cancel, change cards or restrict payments on the card for Company’s use per any automatic pay agreements. If Client cancels or replaces their credit card, Client must immediately update their information accordingly.
Client understands that if payment is not recouped by Company on any card that has been blocked, canceled, changed, or restricted, Company will pursue legal remedies in addition to sending Client to collections. 

Chargebacks –
 
The Client shall not threaten or make any chargebacks to the Company’s account, cancel the credit card that is provided as security or issue an Unauthorized Transaction claim with a third-party such as PayPal without the Company’s prior written consent. Company reserves the right to collect any and all monies owed by Client to Company for the Service, by any means necessary within the parameters of the law. 

The Client shall pay for any fees associated with recouping payment, including but not limited to, collections fees and attorneys’ fees. In the event of a chargeback, the Company reserves the right to report the incident to credit reporting agencies as a delinquent account.


RESCHEDULING, CANCELLATION AND REFUNDS

Rescheduling –

In the event Client wishes to reschedule or put the Service on hold, Client may do so upon payment of all Fees owed for the Service as well as pay a rescheduling fee of $1,000.00 USD (the “Rescheduling Fee”). Upon payment of the Rescheduling Fee, Client shall have four (4) months (the “Hold Period”) from the date the Service is put on hold to reinstate the Service and at a time that is agreeable to Company. 

The Rescheduling Fee is set to guarantee a space within the Hold Period as well as compensate the Company for any changes to the Services or any additional administrative work that needs to be completed upon continuing the Service. The Client will be sent an invoice with the Rescheduling Fee, payable within seven (7) days of the invoice date. This Rescheduling Fee must be paid to reschedule the Service otherwise the Agreement will be terminated. 

If Client does not reinstate the Service within the Hold Period months, all amounts, including the Rescheduling Fee are forfeited to Company and this Agreement shall be terminated. If Company is unable to provide the Service at the time requested by Client, Company shall refund the Rescheduling Fee and this Agreement will be terminated. If Client wishes to continue with any Services beyond the Hold Period, the parties will be required to enter into a new agreement, at Company’s then current rate.

Cancellation by Client – 

If Client desires to cancel the Service, Client shall provide notice to Company as soon as reasonably possible. In the event of cancellation, Client is not entitled any refund of any amounts paid to Company, and any outstanding payments of the Fee owing under this Agreement, or any other costs or expenses accrued through the Service will immediately become due and payable to Company.

Client understands that if they cancel the Service, intellectual property rights towards the files and ownership will be reviewed and it is at the Company's discretion to transfer files or ownership to the Client. This will be evaluated on a case-by-case basis depending on the level of completion of the Service.

Cancellation by Company –

Company reserves the right to cancel the Service, whether it is a termination for convenience or for cause. The Company shall provide notice to Client as soon as reasonably possible and deliver a final invoice for any remaining Fees and/or amounts owing for Additional Services and Expenses. 

Client understands that if the Company terminates the Service for cause, the intellectual property rights towards the files and ownership will be reviewed and it is at the Company's discretion to transfer files or ownership to the Client. This will be evaluated on a case-by-case basis.

Refunds – 

All sales are final for this Service and/or Additional Services and no refunds can be issued. Company may provide a refund in limited cases where it deems, in its sole discretion, to be appropriate and in an amount to be determined by Company on a case-by-case basis. 

End of Agreement –

This Agreement will end when Client has paid the Fee and any other additional costs and expenses in full to Company and Company has performed the Service and/or Additional Services as set out in this Agreement or the Agreement is terminated early. Any provisions that survive the early termination or end of this Agreement will remain in full force and effect.

CONFIDENTIALITY AND PRIVACY

Confidentiality – 

The Parties acknowledge that during the Term, certain confidential information may be disclosed to the other party, either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes, but is not limited to, business records, financial data, marketing strategies, advertising campaigns, inventions, client or customer lists and information, personal data, software, operation manuals, social media account metrics, passwords, intellectual property, trade secrets, business strategies and the contents of this Agreement (the “Confidential Information”). Client and Company each agree not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early termination of this Agreement, each Party will return all Confidential Information to the other and will remain bound by their duty of confidentiality. This Section shall survive the Agreement and extend indefinitely beyond the Term of this Agreement.

Information is not confidential if it is generally available or known within the Internet industry, it is in the public domain, it was known to either Party before this Agreement was entered into, or it was independently received by either Party from a third party.
 
Privacy Policy –

Company may collect personal information during the Term, including Client name, address, email address, phone number, billing information, financial and business information, or other personal information (the “Personal Information”). By providing any Personal Information to Company, Client consents and grants Company permission to use and store such information in order to facilitate the Services. Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as Zoom, and third-party payment companies to be used by Company in order to deliver the Services. Client confirms Company is not responsible for the terms and policies of any third-party platforms and it is Client’s responsibility to review third-party privacy policies and terms and conditions.
(c) Accreditation and Promotions – 
Company retains the right to reproduce, publish and display the final deliverables and/or works or their Services provided in Company’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the final deliverables and/or works or Services in connection with such uses. 
(d) Testimonials – 
From time to time, Company may use general statements about Client’s success as social proof and part of its marketing strategy. By agreeing to this Agreement, Client agrees to Company sharing Client’s success stories as testimonials on Company’s website and/or social media.
(e) Website Credit –
Company reserves the right to include a small footer credit on the final website that links to Company’s website. Client shall not remove the credit without permission from Company, as long as Company’s code or design is being used on Client’s website. If Client would prefer not to include the credit, Client may notify Company in writing that Client does not wish to include the credit in the footer. 

INTELLECTUAL PROPERTY
 
Ownership of Rights in Final Deliverables and/or Works for Branding – 

For the purpose of this Agreement, “Branding” means final deliverables and/or works related to the Clients branding provided by Company through the Service and/or Additional Services this includes - Client’s brand guidelines, colour palette, combination and styling of fonts, illustrations, overlays, and logo files (the “Branding”). 

Upon full payment of the Fee and any other associated expenses and costs, Company will assign and grant to Client all rights, title and interest in the Branding created by Company for Client under this Agreement. If any payment is not made in accordance with this Agreement, Company has the right to revoke this license at their sole discretion. 

Upon assignment, Client will grant Company an irrevocable, non-exclusive license to use the Branding final deliverables and/or works for Company’s own marketing purposes, including use on Company’s website, social media platforms and in their portfolio.

(b) Ownership of Rights in Final Deliverables and/or Works for Templates –

For the purpose of this Agreement, “Templates” means final deliverables and/or works related to the Client Templates provided by Company through the Service and/or Additional Services this includes - social media templates whether created in Canva, Adobe XD or Figma. (the “Templates”). 

Company will retain all ownership and copyright in the Templates created under this Agreement, whether produced directly or indirectly in fulfilling this obligation under this Agreement. Upon payment of the Fee and any other associated expenses and costs, Company will grant to Client a non-exclusive non-transferable worldwide royalty-free license to use the Templates for the specific purpose of marketing, promotion and social media posts within the Clients business. 

As a condition of Client’s license to use the Templates, Client is expressly prohibited from reselling, assigning, sharing or permitting third parties to use, print or display the Templates, whether in print or online. 

Any unauthorized use of the Templates will result in an additional fee, the amount to be in Company’s sole discretion and/or royalty payments owed to Company by Client. Additionally, any unauthorized use of the Templates will result in the Company revoking this license at their sole discretion and requesting the Templates to be removed and/or deleted.


Exclusion – 
 
The rights granted to Client in the final deliverables and/or works as part of the Service does not include any working files, draft designs, discarded concepts or the rights to any items developed by Company prior to the Effective Date of this Agreement or independently developed by Company and incorporated into the works, including but not limited to design elements, code, themes, images, templates, and logos that are proprietary to Company. Client understands and acknowledges that they are only being assigned ownership in the final deliverables and/or works of the Branding delivered by the Company.
 Client Content – 

For the purpose of this Agreement, “Client Content” means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the final deliverables and/or works in this Agreement (the “Client Content”).

Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademarks, trade secrets, patents, copyrights, and other rights in connection therewith. Client hereby grants to Company a nonexclusive, non-transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Company’s performance of the Service and promotional uses of the final deliverables and/or works as authorized in this Agreement.


Third Party Materials – 

For the purpose of this Agreement, “Third Party Materials” means proprietary third party materials which are incorporated into the final deliverables and/or works, including without limitation stock photography or illustration (the “Third Party Materials”).

Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Company shall inform Client of all Third Party Materials to be procured by Company that Client may need to license at Client’s own expense, and unless otherwise arranged by Client, Company shall obtain a license for Client to use the Third Party Materials consistent with the usage rights granted herein. Client shall indemnify, save and hold harmless Company from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the final deliverables and/or works of the Services in this Agreement at Client’s request.

 Company Warranty –
 
Company warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of the Service. Client warrants and represents that any content provided to the Company to facilitate the performance of the Service shall not violate the intellectual property rights of any third party, and Client shall indemnify Company against any claim that results from the use of such allegedly infringing content. 

In the event Client or third parties modify or otherwise use the final deliverables and/or works, created for this Agreement, outside of the scope or for any purpose not identified in this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Company shall be void.

Except for the express representations and warranties stated in this Agreement, Company makes no warranties whatsoever. Company explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Service or final deliverables and/or works in this Agreement.
 
Client Warranty –

Client represents, warrants and covenants to Company that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Service does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Service and the final deliverables and/or works in this Agreement.

Trademarks – 

Client shall have sole responsibility for ensuring that trademarks do not infringe the rights of third parties, and Client shall indemnify, save and hold harmless Company from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.

The Company’s Intellectual Property Ownership –

The Company reserves all rights to intellectual property assets owned by Company, including but not limited to Notion templates, Service processes, trademarks, service marks, copyrights, and other intellectual property rights that may subsist in our platforms / websites / Notion Portals including text, photos, illustrations, video clips, graphic design, music, sounds, layout, or source code, belonging to the, or any of our other properties or to our licensors. The Client agrees to never use, re-sell, copy, modify, adapt, reproduce, store, distribute, print, display, perform, or publish any of the Company's intellectual property. 

 RELEASE, INDEMNITY, DISCLAIMERS AND WAIVER

Style Release –

Client has spent a satisfactory amount of time reviewing the Company's portfolio and style of work. Company will use reasonable efforts to try to incorporate any suggestions Client makes, however, Client understands and agrees that Company is providing an artistic service and that each client and project is unique, with different budgets, tastes and performance objectives. Client agrees that dissatisfaction with Company’s judgment or style are not valid reasons for termination of this Agreement or request of any payment made to be returned.  


Assumption of Risks –

Client expressly assumes all risks related to the Service and any related activities set out in this Agreement. 

No Earnings Guarantee –

Company may report earnings and income statements of their own or that of their client’s from time to time. These statements are an estimate of what Client could possibly earn and should not be considered a guarantee that Client will get the same results. There is no guarantee that past earnings can be duplicated in the future. Company cannot guarantee Client’s future results or success. The use of the information, products, and services of Company is dependent on Client’s own actions and Client agrees that Company, its advertisers, affiliates, or sponsors are not liable for the success or failure of Client’s business or earnings projections.


No Warranty –

Client acknowledges Company makes no warranty that the Service will lead to any specific Client goal, financial success or particular results and Company makes no promise that each Client will experience the same or similar results as other clients who have engaged Company for similar services. Client acknowledges that the Service provided is provided without any express or implied warranties of any kind. 


No Guarantees –
 
Company makes no guarantees regarding the results Client may obtain through working with Company. Client agrees that any statements made regarding the potential outcomes of working with the Company are merely opinions and are not binding on the Company. The results Client experiences will be dependent on many factors including, but not limited to: Client’s level of personal responsibility, commitment, and abilities, in addition to factors that the Client and/or Company may not be able to anticipate. Client hereby acknowledges that Client is solely responsible for the amount and type of results that Client generates. Client also acknowledges that Company cannot and does not guarantee that implementation of the Service will provide Client with an ideal resolution or increase in income. Company does not guarantee any type of results from use of Company’s services.

Release, Waiver, and Indemnity –

Client releases, indemnifies, and saves harmless Company, its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns, as applicable (collectively, “Released Parties”) from any and all liability and damages arising out of or related to this Agreement, however caused, including negligence. Client agrees to either secure reasonable insurance coverage to cover any costs, losses, damages or expenses, including legal fees, which may be incurred as a result of the Service or if no insurance is secured, Client waives its right to seek legal recourse against Company for compensation. This clause survives the expiration or early termination of this Agreement.

Limitation of Liability –

In the event Company is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the Fee paid by Client to Company. 


RELATIONSHIP OF PARTIES

Relationship –

Nothing in this Agreement shall be understood to create an employment, joint venture or partnership relationship between Company and Client and Client is hiring Company as an independent contractor only. For the avoidance of doubt, Company has sole right to control and direct the means, manner and way in which the Service is provided and may, in their sole discretion, hire assistants, employees or third-party contractors to assist in delivering the Service.               


No Exclusivity –

The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Company, and Company shall be entitled to offer and provide similar services to others, solicit other clients and otherwise advertise the services offered by Company.

SUBCONTRACTING AND ASSIGNMENT 

Company reserves the right to subcontract any services provided under this Agreement at any time to a subcontractor of Company’s choosing without notice to Client. This Agreement is not assignable by Client in any manner and may not be subcontracted by Client. Any attempt by Client to assign or subcontract the whole or any portion of this Agreement shall be voidable at any time at Company’s option and, even if not voided by Company after notice, shall not relieve Client from any of the obligations which are imposed on Client by this Agreement.

Client agrees to work with Company’s contractors and other Company employees who are assigned to Client. Client does not get to choose specific Company employees or contractors to be used for Client. Such assignment of projects is done at Company’s discretion. Client understands that they may be working with various and multiple Company team members. 

GENERAL

Governing Law and Jurisdiction –

This Agreement is governed by and interpreted in accordance with the laws of British Columbia and the federal laws of Canada without regard to conflicts of law provisions, where applicable. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of Richmond, British Columbia. 

 
Dispute Resolution –

In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available. 

Injunctive Relief –

Client acknowledges that monetary damages may be inadequate to compensate for the unique losses to be suffered in the event of a breach of this Agreement (including violations of the non disclosure and Intellectual Property provisions), and that Company will be entitled to seek, in addition to any other remedy it may have under this Agreement or at law, injunctive and other relief, including specific performance of the terms of this Agreement without the necessity of posting a bond.

Expenses; Fees –

Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery, and performance of this Agreement. If any suit or action is instituted to enforce any provision of this Agreement, the prevailing party in such dispute will be entitled to recover from the losing party all fees, costs, and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable legal and other professional fees and expenses which will include, without limitation, all fees, costs, and expenses of appeals. 
 
Force Majeure –

Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend the Services. Notwithstanding, all payments owing for Service will remain due and payable with such amount to be determined by Company.
 
Notice –

Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (the “Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent. Any Notices required or permitted to be given hereunder shall be given via email to Company at alicia@thedailyatelier.co and to Client at the email address Company has on file for Client.  
 
Severability –

If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.

Headings –

Headings are included for convenience purposes only and shall not affect the construction of this Agreement. 

Waiver of Breach –

The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. 

Voluntary Agreement –

Client acknowledges that they are executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Client further acknowledges that they have carefully read this agreement and that they have asked any questions needed for them to understand the terms, consequences, and binding effect of this Agreement and fully understand it. Finally, Client has been provided an opportunity to seek the advice of an attorney of their choosing prior to signing this Agreement.

Entire Agreement –

This Agreement constitutes the entire agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.

All Rights Reserved –

All rights not expressly granted in this Agreement are reserved by the Company.

Amendments –

The Parties may only amend this Agreement by mutual written agreement.

Survival –

Any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement shall survive and will continue to be in full force and effect. All things considered confidential during the Term will survive and always remain confidential.

Execution –

Client agrees to accept the above Agreement in its entirety when Client selects and confirms “I agree to the Terms & Conditions” at the Service checkout page and by rendering first payment (either in-full or partial) for the Service for which these terms appear.