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Terms & Conditions

This Service Agreement (“Agreement”) is made and entered into between Stand Out Online Marketing Inc. (“Stand Out Online”) and the client for the provision of branding, print, and web services (collectively, the “Services”).

  1. Entire Agreement & Amendments
    1.1. This Agreement constitutes the entire understanding between Stand Out Online and the Client and supersedes all prior agreements, representations, or discussions, whether written or oral. No modifications or amendments to this Agreement shall be binding unless in writing and signed by both parties.
  2. Ownership & Intellectual Property Rights
    2.1. All original creative work, including but not limited to designs, graphics, HTML, programming, and brand assets (the “Deliverables”), remain the sole property of Stand Out Online until the Client has paid the total amount in full.

    2.2. Upon full payment, Stand Out Online grants the Client an exclusive (subject to the rights reserved by Stand Out Online in section 2.3), perpetual, and worldwide license to use the Deliverables. However, any third-party assets, including but not limited to stock images, fonts, software, and plugins, shall remain subject to their respective third-party licenses and ownership, and Stand Out Online does not transfer any such rights.

    2.3. Stand Out Online reserves the right to showcase the completed deliverables in its portfolio and marketing materials unless and until otherwise directed by the Client in writing.
  3. Payment Terms & Fees

    3.1. The total fees for Services shall be payable as follows:
    Deposit: A non-refundable deposit of 50% is due before the project commences.
    Final Payment: The remaining balance is due within seven (7) calendar days of the final invoice date and prior to the release of final Deliverables and all web products going live on the server.

3.2. Accepted payment methods include:
Cheque (payable to Stand Out Online Marketing Inc.)
Interac e-Transfer (to info@standoutonline.ca)
Electronic Funds Transfer (EFT) (Client must request details via email)

3.3. Late Payments:
If payment is not received within thirty (30) days of Client’s receipt of the final invoice, Stand Out Online shall provide the Client with a notice of overdue payment. If payment is still not made within ten (10) days of Client’s receipt of such notice, a late payment fee of 5% per month of the outstanding amount shall be applied (other than with respect to any fees being disputed by the Client acting reasonably and in good faith).

If payment (other than with respect to any fees being disputed by the Client acting reasonably and in good faith) remains outstanding for more than thirty (30) days following Client’s receipt of an overdue payment notice, Stand Out Online reserves the right to suspend Services and remove any published materials from the Client’s website, servers, or file folders until payment, including late fees, is received in full.

  1. Scope of Work & Revisions

4.1. The Total Amount is based on the scope of work as outlined in the project proposal, including three (3) rounds of revisions per design phase.

4.2. Any additional revisions beyond the three included rounds will be subject to an additional charge at Stand Out Online’s standard hourly rate of $95.00 per hour.

4.3. All revision requests and feedback must be provided in writing via email to ensure clear documentation.

  1. Timeline, Client Responsibilities & Delays

5.1. The Client agrees to provide all required content, approvals, and feedback (“Client Deliverables”) on or before the agreed deadlines.

5.2. Stand Out Online is not responsible for project delays resulting from late Client Deliverables, third-party service disruptions, or force majeure events, provided that Stand Out Online has taken reasonable steps to prevent or minimize the effects of such delays.

  1. Additional Costs & Third-Party Expenses

6.1. The Client acknowledges that the following costs are not included in the Total Amount unless explicitly stated:

  • Photography and videography costs
  • Stock photography, stock footage, and third-party licensed assets
  • Third-party software, plugins, and integrations
  • Advertising costs (e.g., social media, Google Ads)
  • Printing, hosting, and domain registration fees

6.2. Any third-party costs must be pre-approved by the Client and will be invoiced separately.

  1. Liability & Indemnification

7.1. Stand Out Online’s liability for any claims arising from this Agreement shall be limited to the amount paid by the Client for the specific services giving rise to the claim, unless caused by Stand Out Online’s negligence, wilful misconduct, or breach of any applicable laws or third-party rights, including intellectual property rights.

7.2. Under no circumstances shall Stand Out Online be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, loss of business opportunities, or data loss, even if Stand Out Online has been advised of the possibility of such damages.

7.3. The Client assumes full responsibility for the accuracy, legality, and ownership of all content provided to Stand Out Online, including but not limited to text, images, media, and third-party assets. The Client agrees to indemnify and hold harmless Stand Out Online from any claims, legal actions, or liabilities arising from such content, including but not limited to copyright infringement, trademark violations, or defamation. Stand Out Online assumes responsibility for the accuracy and legality of original content created solely by Stand Out Online as part of the Services. Stand Out Online agrees to indemnify and hold harmless the Client from any claims arising from the unauthorized use of third-party content incorporated by Stand Out Online without proper licensing, copyright infringement, or trademark violations.

7.4. Stand Out Online does not guarantee specific results, rankings, or positions in search engine results pages (SERPs) as part of SEO services. Search engine rankings are influenced by a variety of factors beyond Stand Out Online’s control, including search engine algorithm updates, competitor activity, and other market conditions. While Stand Out Online will implement best practices for SEO, it is understood that no guarantees can be made regarding the outcome of SEO efforts.

Neither party shall be liable for indirect, incidental, or consequential damages, and Stand Out Online’s total liability under this Agreement shall not exceed the amount paid by the Client for the specific service giving rise to the claim.

 

  1. Termination & Cancellation

    8.1. If the Client wishes to terminate this Agreement before project completion, they must provide written notice and pay for all work completed up to the termination date.

    8.2. If termination occurs, the Client shall pay the remaining balance due for completed work within fourteen (14) days of termination.

8.3. Stand Out Online reserves the right to terminate this Agreement if the Client fails to provide necessary materials, approvals, or payments as required upon providing the Client with written notice. In such cases, all  fees for work completed up to the termination date shall become due within fourteen (14) days of termination.

  1. Governing Law & Dispute Resolution

    9.1. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable therein.

    9.2. Any disputes arising from this Agreement shall first be resolved through good-faith negotiation between the parties. If no resolution is reached, disputes shall be submitted to binding arbitration in British Columbia, with costs shared equally by both parties.

Acceptance & Agreement
By signing this agreement, the Client acknowledges that they have read, understood, and agree to the terms outlined in this Agreement.