1. Intellectual Property

1.1 Ownership Rights
The Client will obtain full ownership of the final deliverables upon full payment of all outstanding fees and charges. Until payment is complete, all intellectual property rights, including copyrights, remain with Dansereau Design. Regardless of ownership transfer, Dansereau Design retains the right to showcase the work in its portfolios, case studies, marketing materials, and promotional content unless restricted by a signed non-disclosure agreement (NDA).

1.2 Third-Party Materials
Dansereau Design may use third-party materials, such as stock images, plugins, themes, or fonts, in both design and web services. The Client agrees that any licenses for these materials will be transferred upon project completion, and it is the Client's responsibility to adhere to the relevant usage terms. Dansereau Design is not liable for any disputes related to improper use of licensed materials by the Client.

2. Payments

2.1 Payment Structure
All fees are due based on the payment schedule outlined in the Service Agreement. Typically, payments are divided into two stages: a non-refundable deposit before starting the project and the remaining balance upon delivery of the final work.

2.2 Late Payment
If payments are delayed, Dansereau Design reserves the right to charge interest at a rate of 3% per month on any overdue amounts. Ownership of the final deliverables will remain with Dansereau Design until payment is made in full.

2.3 Non-Refundable Deposits
Deposits made to initiate the project are non-refundable. This ensures coverage for time and resources committed to planning and initial development.

3. Design and Web Service-Specific Terms

3.1 Design Revisions Policy
Clients are entitled to a specific number of design revisions, as outlined in the Service Agreement. Additional revisions beyond the agreed scope will be billed separately at Dansereau Design’s hourly rate or based on further negotiation.

3.2 Web Development Revisions
Website development projects also include a fixed number of revisions during the testing phase. Once the site is live, any additional updates, corrections, or changes will be considered new work and billed separately.

3.3 Content Management
The Client is responsible for providing all necessary content, including text, images, and videos, before the design or website build begins. Delays in content provision may impact the project timeline. If required, Dansereau Design can assist in content creation, which will be charged as an additional service.

3.4 Website Launch and Maintenance
Once the website is launched, Dansereau Design provides a short period for any post-launch fixes. After this period, any additional website maintenance or updates will be subject to a maintenance agreement or charged at an hourly rate.

3.5 Hosting and Domain Management
Dansereau Design does not host websites directly but will assist the Client in selecting a reliable hosting provider. The Client is responsible for purchasing and managing their domain and hosting services. Dansereau Design is not liable for any downtime, server issues, or technical problems related to third-party hosting providers.

4. Project Deadlines

4.1 Timelines
All project deadlines are based on estimates and are subject to change depending on the progression of the project. Any delays caused by the Client, third-party vendors, or unforeseen circumstances may result in adjustments to the schedule.

4.2 External Delays
Dansereau Design is not responsible for any delays caused by factors beyond its control, including but not limited to technical issues, vendor delays, or unexpected events that impact the progress of the project.

5. Limitation of Liability

5.1 Design and Web Services
While Dansereau Design will work to create impactful designs and websites, it does not guarantee specific outcomes, such as increased sales, web traffic, or customer engagement

5.2 Limitation of Responsibility
Dansereau Design’s total liability for any claim related to its services, whether based on contract or tort, will not exceed the total fees paid by the Client for the project. Dansereau Design will not be responsible for any indirect or incidental damages, including lost profits or harm to the Client’s reputation.

6. Project Cancellation

6.1 Cancellation by Either Party
Both Dansereau Design and the Client reserve the right to terminate the agreement with written notice if the other party fails to meet a key term of the contract and does not resolve the issue within ten (10) business days of receiving written notice.

6.2 Client Cancellation
If the Client chooses to cancel the project after work has begun, the Client will be responsible for paying for all work completed up to the cancellation date. Any deposits or fees paid for completed work are non-refundable.

6.3 Termination and Ownership
Upon cancellation, Dansereau Design retains ownership of all deliverables until all outstanding payments are received. Any rights previously transferred to the Client will be revoked if full payment is not made.

7. Confidentiality

7.1 Confidentiality Agreement
Both Dansereau Design and the Client agree to maintain the confidentiality of any proprietary or sensitive information exchanged during the course of the project. This includes, but is not limited to, business plans, financial data, and design concepts. The obligation of confidentiality will continue indefinitely.

7.2 Disclosure Restrictions
Dansereau Design will not disclose any confidential information provided by the Client without express written consent unless legally required to do so.

8. Indemnification

8.1 Client Responsibility
The Client agrees to indemnify and hold Dansereau Design, its employees, and agents harmless from any claims, damages, liabilities, or expenses (including legal fees) that arise from the Client’s use of the deliverables, including any intellectual property disputes related to Client-provided materials.

9. Third-Party Services

9.1 Vendor Costs
Unless otherwise agreed upon, all third-party costs incurred during the project (e.g., printing, web hosting, software licenses) will be the Client’s responsibility. Dansereau Design is not liable for delays or performance issues related to third-party vendors.

9.2 Post-Delivery Vendor Processes
Once design files are handed off to a third-party vendor for production (e.g., printing), or when websites go live under a third-party host, Dansereau Design is no longer responsible for production timelines, shipping schedules, or server uptime. Any issues related to production, shipping, or hosting must be resolved directly between the Client and the vendor.

10. Data Protection

10.1 Data Handling
Dansereau Design may collect and store personal data provided by the Client for the purpose of completing the project. This data will be handled in compliance with applicable data protection laws, including those in Quebec and Canada. The Client’s data will not be shared with third parties unless necessary for project completion (e.g., printing or hosting vendors).

10.2 Data Security
Dansereau Design takes reasonable steps to ensure that the Client’s personal data is secure and protected from unauthorized access or misuse. However, Dansereau Design cannot guarantee absolute data security and disclaims liability for breaches beyond its reasonable control.

11. Dispute Resolution

11.1 Negotiation and Mediation
In the event of any dispute arising from this agreement, the parties agree to first attempt to resolve the matter amicably through good-faith negotiations. If the dispute cannot be resolved through negotiation, the parties agree to submit to mediation before pursuing any further legal remedies.

11.2 Arbitration
If mediation fails, the parties agree to resolve the dispute through binding arbitration conducted in accordance with the rules of the Canadian Arbitration Association. The arbitration will take place in Montreal, Quebec, and the decision of the arbitrator will be final and binding.

12. Force Majeure

12.1 Unforeseeable Circumstances
Neither party shall be liable for delays or failure to perform any obligations under this agreement if such delays or failure result from events beyond their reasonable control, including but not limited to natural disasters, government actions, labor strikes, or pandemics. In such cases, the affected party will notify the other as soon as practicable and will resume performance as soon as possible.

13. Governing Law

13.1 Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec. Any disputes arising under this Agreement shall be resolved exclusively in the courts of Montreal, Quebec.