Terms and Conditions for zachkauntz.design

Effective Date: June 2, 2025

Please read these Terms and Conditions ("Terms") carefully before engaging with zachkauntz.design ("we," "us," or "our") for any branding, design, or related services. By accessing our website, engaging our services, or making any payment, you ("Client," "you," or "your") agree to be bound by these Terms.

1. Services Offered

zachkauntz.design specializes in branding and design services, which may include, but are not limited to: brand strategy, logo design, visual identity development, graphic design, web design and development, brand guidelines, copywriting for branding purposes, and related consulting services. Specific services to be provided will be detailed in a separate Statement of Work (SOW) or project proposal.

2. Project Agreement

All projects undertaken by zachkauntz.design will be governed by a separate SOW or project proposal. This document will outline: * The scope of work * Deliverables * Project timeline * Payment schedule * Any specific terms or conditions related to that particular project. In the event of a conflict between these Terms and a specific SOW, the SOW will prevail.

3. Client Responsibilities

The Client agrees to: * Provide timely and accurate information, feedback, and content required for the project (e.g., text, images, brand assets). * Designate a primary contact person for communication and approvals. * Review deliverables within the agreed-upon timeframe and provide constructive feedback. Delays in feedback may result in project delays. * Make timely payments as per the agreed-upon schedule. * Obtain all necessary rights, permissions, and licenses for any third-party materials (e.g., fonts, images, stock photography) provided to zachkauntz.design for use in the project.

4. Fees and Payment

* **Payment Structure:** Fees will be outlined in the SOW. This may include a fixed project fee, hourly rates, or retainer fees.

* **Deposit:** A non-refundable deposit (typically 50% of the total project fee) is required upfront before work commences.

* **Payment Schedule:** Subsequent payments will be due at agreed-upon milestones or according to a predetermined schedule.

* **Invoicing:** Invoices will be issued by zachkauntz.design and are payable within 7 business days of the invoice date, if not stated otherwise.

* **Late Payments:** A late fee of 5% of total project cost, per week or the maximum allowed by law, whichever is less, may be applied to overdue balances. Services may be paused or terminated for overdue accounts.

* **Expenses:** Any out-of-pocket expenses incurred by zachkauntz.design on behalf of the Client (e.g., stock photography, font licenses, printing costs, travel) will be itemized and billed separately. These will be pre-approved by the Client where possible.

* **Revisions:** The SOW will specify the number of revision rounds included in the project fee. Additional revisions beyond those specified may be billed at an hourly rate or as otherwise agreed.

5. Intellectual Property

* **Client Ownership:** Upon full and final payment of all fees due to zachkauntz.design, the Client will own the intellectual property rights to the final, approved creative deliverables specifically produced by zachkauntz.design for the Client under the SOW. This typically includes the final logo, approved brand guidelines, and other agreed-upon design assets.

* **zachkauntz.design Ownership:** zachkauntz.design retains all intellectual property rights to:

    * Preliminary designs, sketches, concepts, mock-ups, and all other intellectual property developed during the project that are not selected as the final deliverables.

    * Tools, methods, processes, templates, and pre-existing materials utilized in the provision of services.

    * The right to display the completed project in its portfolio and for promotional purposes, unless otherwise agreed upon in writing (e.g., for highly confidential projects).

* **Third-Party Materials:** The Client acknowledges that elements obtained from third-party sources (e.g., stock photography, specific fonts requiring separate licenses) may be subject to their own terms and conditions, and the Client is responsible for securing and maintaining appropriate licenses for their continued use.

* **Fonts:** Unless otherwise specified, the purchase of font licenses for continued commercial use of typefaces in client materials is the responsibility of the Client. zachkauntz.design will advise on font licensing where applicable.

6. Revisions and Approvals

* All design work will be submitted to the Client for review and approval at various stages.

* The Client agrees to provide feedback and approvals in a timely manner.

* Excessive or out-of-scope revisions may be subject to additional charges.

* Once a deliverable is approved, any further changes to that deliverable may incur additional fees.

7. Project Timeline

Project timelines are estimates and are contingent upon the timely provision of information, feedback, and approvals from the Client. Delays caused by the Client may result in adjustments to the project schedule. zachkauntz.design will endeavor to notify the Client of any potential delays.

8. Termination

* **By Client:** The Client may terminate a project at any time by providing written notice to zachkauntz.design. In the event of termination, the Client agrees to pay for all work completed up to the date of termination, including any non-cancellable expenses incurred by zachkauntz.design. Any upfront deposits are non-refundable.

* **By zachkauntz.design:** We reserve the right to terminate a project if the Client:

    * Fails to make payments as agreed.

    * Fails to provide necessary information or feedback in a timely manner, significantly impacting project progress.

    * Engages in abusive, unprofessional, or uncooperative behavior.

    * Requests work that is illegal or unethical.

* In the event of termination by zachkauntz.design due to Client breach, the Client will be responsible for all work completed up to the termination date, and any upfront deposits will be forfeited.

9. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the project. This obligation excludes information that is publicly available, independently developed, or required to be disclosed by law.

10. Disclaimer of Warranties

zachkauntz.design provides its services "as is" and makes no warranties, express or implied, regarding the services provided, including but not limited to, warranties of merchantability or fitness for a particular purpose. While we strive for excellence, we do not guarantee specific business outcomes or results from the use of our designs.

11. Limitation of Liability

In no event shall zachkauntz.design be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, data, or business interruption, arising out of or in connection with these Terms or the services provided, even if advised of the possibility of such damages. Our total liability to the Client for any claim arising out of or relating to these Terms or the services shall not exceed the total fees paid by the Client to zachkauntz.design for the specific project giving rise to the claim.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless zachkauntz.design, its employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with: * The Client's use of the deliverables. * Any claim that materials provided by the Client infringe on the intellectual property rights of a third party. * Any breach of these Terms by the Client.

13. Force Majeure

zachkauntz.design shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be resolved through good faith negotiation between the parties. If a resolution cannot be reached, the parties agree to submit to the exclusive jurisdiction of the courts located in Waterloo, Ontario, Canada.

15. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Entire Agreement

These Terms, together with any applicable SOW or project proposal, constitute the entire agreement between the Client and zachkauntz.design concerning the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

17. Amendments

zachkauntz.design reserves the right to update or modify these Terms at any time without prior notice. The most current version of the Terms will be posted on our website. Your continued engagement with our services after any such changes constitutes your acceptance of the new Terms.

18. Contact Information

For any questions regarding these Terms, please contact Zach Kauntz at hello@zachkauntz.design.