Legal — 03
Client Terms
The standard terms behind every engagement. Your signed proposal sets the scope, the price, and the schedule; this page fills in everything a proposal should not have to repeat. Where the two disagree, the proposal wins.
Last updated: 8 September 2026
- Studio
- Silvanè Studios
- Based in
- Ontario, Canada
- Contact
- hello@silvanestudios.com
1. How an engagement starts
We write a proposal setting out what we will make, what it costs, and roughly when. Nothing is booked and no work begins until you accept it in writing and the deposit is paid. Until then, either of us can walk away with no obligation — including us, if we conclude we are not the right studio for the job.
2. Scope, and changes to it
The proposal is the scope. If you want something outside it, we will say so, price it, and wait for your written go-ahead before doing it. You will not receive an invoice for work you did not agree to. That cuts both ways: work agreed and then removed does not automatically reduce the fee if it has already been done.
Where we think a cheaper route serves you better — a Digital Edition instead of a custom build, keeping the logo you have, or not doing the project yet — we will tell you before you commit rather than after.
3. What you have to do
Projects stall on inputs far more often than on design. So:
- Give us one person who can make decisions and speak for the business.
- Send content, images, logins, and brand material by the dates in the schedule.
- Return feedback within five business days of being asked, consolidated into one response rather than arriving in pieces.
- Make sure you actually have the rights to the text, photographs, fonts, and logos you give us.
If material or feedback is outstanding for more than 30 days, we may pause the project and pick it up in the next available slot in the schedule, which may not be immediately. We will warn you before that happens.
4. Revisions
Each stage — direction, design, build — includes two rounds of revisions. A round is one consolidated set of changes. Revisions that redirect the work after a stage has been approved are a change of scope, priced under section 2 before we start. We would rather spend the time getting the direction right than counting rounds, and in practice this clause rarely comes up.
5. Timelines
The schedule in your proposal assumes feedback comes back within five business days and content arrives when promised. It is an estimate made in good faith, not a guarantee, and it moves when inputs move. If we are the reason a date slips, we will say so plainly and tell you the new date.
6. Payment
- 50% deposit to book the slot and begin. It is non-refundable once work starts, because the slot is held and other work is turned away for it.
- 50% before launch. Larger projects are staged across milestones instead; the proposal says which applies.
- Invoices are due within 14 days. Late amounts carry interest at 1.5% per month (19.56% per year) from the due date.
- Care plansare billed monthly in advance and can be cancelled with 30 days’ notice.
Prices are in Canadian dollars and exclude applicable taxes. Our invoices separate the build from ongoing costs, and within the build separate development from design and content, because those lines are treated differently for tax. If your accountant wants a particular breakdown, ask and we will provide it.
Cancellation, refunds, and what happens to a deposit are set out on the Refund & Cancellation Policy page.
7. Ownership
When the final invoice is paid, the deliverables are yours: the design, the code we wrote for you, the content we produced, and the brand assets, transferred outright with no ongoing licence fee. We deploy the site into your own hosting account and hand over the keys. There is no lock-in and no dependency on us.
Three honest qualifications to that:
- Before final payment the work remains ours, licensed to you only for review. We will not take a live site down over an invoice, but ownership does not transfer until it is paid.
- Our own tools stay ours.Components, patterns, and internal libraries we brought to the project and reuse across projects remain the studio’s, and you get a permanent, unrestricted licence to keep using them as part of your site. This is about not signing away our own toolkit, not about limiting you.
- Third-party parts stay third-party. Fonts, stock imagery, and open-source libraries come with their own licences, which we will license in your name where the licence requires it and list for you at handover.
8. Showing the work
We may show the project in our portfolio, in case studies, and in pitches, including screenshots and a description of what we did. If something is confidential, tell us and it stays out. We will not publish anything before launch without asking, and we will take a piece down on request.
9. After launch
Two weeks of support are included with every build — we are present through launch week, not gone at handover. Beyond that, if something we built is broken because of an error in our own code, and you report it within 30 days of launch, we fix it at no charge. New features, content changes, third-party breakages, and anything caused by edits made after handover are billable, or covered by a care plan if you have one.
10. What we promise, and what we do not
We promise the work will be performed with the care and skill of a competent professional studio, that it will be original to you, and that it will meet what the proposal describes. Every build is made to the standards on our spec sheet: fast on real devices, accessible, findable, and measured after launch.
We do not promise specific commercial results. Nobody honestly can. We will not guarantee a search ranking, a conversion rate, a revenue figure, or a Lighthouse score, and you should be wary of a studio that does. Where we cite a target, it is a target.
11. Accessibility
Every site we build is designed and developed to the Web Content Accessibility Guidelines (WCAG) 2.2 at Level AA, and tested against it before handover. Where a contract or a regulator needs a version named, the floor we commit to is WCAG 2.1 Level AA — the standard both Ontario’s regulation and United States settlements are written against.
What we will not write is that a site is “ADA compliant” or “AODA certified”. No authority issues such a certification, nobody can guarantee a complaint will never be made, and a studio that promises it is promising something it does not control. We name the standard, we test against it, and we show you the result.
Three things sit outside what we can be responsible for:
- Content added after handover. Images uploaded without alternative text, PDFs, and new pages are the most common cause of an accessibility complaint, and they are yours once you have the keys. A care plan is how we keep watching.
- Third-party embeds. A booking widget, chat tool, or payment iframe renders code we did not write and cannot fix. We will tell you before adding one whether it meets the standard.
- Accessibility overlay widgets. We will not install one. They do not prevent complaints, they are frequently named in them, and the United States Federal Trade Commission has taken action against a leading vendor over the claims made for them. If you want one regardless, we will say all of this in writing and the decision becomes yours.
If you need an independent audit, a formal conformance report, or a VPAT — usually because you sell to a government body or a large enterprise — say so at proposal stage and we will price it in. It is specialist work and is not included by default.
If your business operates in the United States, the obligation under the Americans with Disabilities Act sits with you as the operator of the site, not with us as the studio that built it. We build to the standard those claims are measured against; the liability section below covers where responsibility for your own compliance sits. Our Accessibility Statement explains the position in full.
12. Confidentiality
Anything you share that is not public — plans, figures, customer information, credentials — stays between us, and we will use it only to do the work. The same applies to us: our proposals, pricing structure, and internal methods are confidential to the studio. This survives the end of the engagement. It does not apply to information that is already public, that you have said we may share, or that we are legally required to disclose.
13. Liability
Our total liability for any claim arising from an engagement is limited to the fees you paid us for that engagement in the twelve months before the claim. We are not liable for indirect or consequential loss, including lost profits, lost revenue, lost data, or business interruption.
Nothing here limits liability for fraud, for wilful misconduct, or for anything that cannot be limited under Canadian law. You are responsible for the accuracy of content you supply and for your business’s own legal compliance — including any privacy policy, terms, or regulated claims on the site we build. We will flag what we notice; we are not your lawyers.
14. Ending it early
Either of us may end an engagement with 14 days’ written notice. If you end it, you pay for work completed and for commitments already made on your behalf, and the deposit is not returned. If we end it — which we would only do for non-payment, for a breakdown in working together, or for being asked to do something we consider unethical or unlawful — you pay for work completed to that point and we hand over what has been paid for, in a usable form.
15. Independent contractor
We are an independent studio, not your employee, partner, or agent. We decide how the work is done and may use trusted subcontractors, who are bound by the same confidentiality obligations. We remain responsible to you for their work.
16. General
- Order of precedence: the signed proposal, then these terms, then anything else on the site.
- Force majeure: neither of us is liable for delay caused by events genuinely outside our control.
- Severability: if a clause is unenforceable, the rest survives.
- Governing law: the Province of Ontario and the federal laws of Canada applicable in it. We will try to resolve any dispute by talking first, and neither of us will start proceedings before doing so.
17. Contact
Questions about these terms, before or during a project: hello@silvanestudios.com. If a clause does not suit your business, say so at proposal stage — they are standard terms, not immovable ones.