Studio service terms

1. These terms

These terms apply once you accept our written confirmation of your first month, or a written quote for a custom project. Booking or having an intro call doesn't commit you to anything. Anything we agree in writing for your account, such as an email confirming what a first month covers or a project quote, forms part of them. If the two disagree, what we agreed in writing for you wins.

Studio is a separate service from the Cloud Canal software platform. If you also use the platform, its Terms of Service apply to that use separately. You don't need the platform to use Studio.

2. The service

• Studio covers software and web development, including custom web applications, plus website, design, ecommerce, integration, SEO and maintenance work, in the tools you already use.
• You send requests through your own board or tracker. We work on one request at a time, in the order you set.
• We work Monday to Friday, on Toronto time. Every ticket is addressed within 24 hours, not counting weekends and Ontario statutory holidays: a ticket sent on Friday evening is addressed by Monday evening. "Addressed" means we've picked it up and replied, not that it's finished. Bigger pieces get a short plan first, with an expected timeline.
• Work on your queue is covered by the monthly fee, with no quotes. Bigger pieces, including new applications, are broken into requests and worked through in your order. On the intro call we agree what a typical month looks like.
• Studio isn't a full-time or exclusive role. We work with a small number of other clients at the same time.
• Not included: on-site IT and help desk support, print design, managing staff, and third-party costs.

3. Fees and billing

The subscription

• The monthly fee is US$3,950 for clients outside Canada, and C$4,950 for clients in Canada, unless we've agreed a different fee for you in writing.
• There's no onboarding fee and no long-term contract.
• You're invoiced at the start of each service month, and each invoice is due within 7 days. If an invoice is unpaid after that, we may pause work until it's paid.
• Third-party costs, such as software subscriptions, hosting, apps, themes, fonts, stock images and ad spend, are yours and are paid directly by you. If we ever need to buy something on your behalf, we ask first and bill it at cost.
• We give you at least 30 days' written notice of a change to your monthly fee. You can cancel before it takes effect.

Custom projects

Custom projects start at US$2,000, or C$3,000 in Canada. Each one is quoted in writing, with its scope, price and payment schedule, before work starts.

4. Agencies

If you're an agency using Studio for your clients' work, everything in these terms applies, with these additions.

• White-label or named. For each of your clients, you choose whether we work under your agency's name or as your named developer. We don't promote ourselves to your clients.
• Your clients. While your subscription is active, we don't solicit your clients or accept work from them directly, unless you agree in writing.
• One queue. You keep one board for all your client work and set the order. Getting set up on a new client's site counts as a request.
• Two queues. For US$5,950 a month, or C$7,950 in Canada, we work on two requests at a time, each in your order of priority.
• Your agreements with your clients. You're responsible for them, including having your clients' permission for us to work on their sites and systems. The work we make belongs to you once paid for, as in section 7, so you can pass it on to your client. Our confidentiality in section 8 covers your clients' information too.

5. Partner program

The partner program applies once we confirm in writing, by email is fine, that you're a partner. Partners don't need to subscribe to Studio.

• Referrals. A referral is a business you introduce to us that subscribes to Studio within 90 days of the introduction. A business we're already talking to, or that's already a client, isn't a referral; we tell you when you introduce it. We take on clients when we have room, and a referral doesn't oblige us to accept one.
• The monthly fee. For each referred client, we pay you US$500 a month if you're in the US, or C$500 a month if you're in Canada, for every month that client pays for Studio. It starts with their first paid month and stops when they cancel or stop paying. If they subscribe again within 12 months of cancelling, it starts again.
• Custom projects. If a business you refer buys a custom project instead, we pay you 10% of the project fee, before tax, once, as the client pays it.
• Payment. We pay once a month, not client by client. At the end of each month we add up the fees for every referred client whose Studio invoice was paid that month, whatever their start dates, and send you one statement and one bank transfer for the total, within 15 days of the end of the month. If we refund a client, the fee for that payment is deducted from your next statement. You're responsible for your own taxes.
• Your lane. We don't offer your core service to clients you refer, while they're with Studio. For SEO partners, we do technical work on the site; strategy, content and reporting stay with you.
• Speaking for us. Please don't promise prices, scope or results on our behalf. You're welcome to tell clients you receive a fee.
• Ending. Either of us can end the partnership in writing at any time. Fees for clients you referred before it ended keep being paid as above, unless it ended because you seriously breached these terms.

6. Cancelling and handover

• You can cancel at any time by telling us in writing, by email is fine. There's no notice period and no cancellation fee.
• The month you've already paid for runs to its end, and you won't be billed again. Fees for a month that has started aren't refunded.
• We can also end the subscription, with 30 days' written notice, or straight away if an invoice is more than 30 days overdue or either of us seriously breaches these terms.
• When the service ends, we hand everything over: the work, its source files, any account credentials we created for you, and notes on anything in progress, so whoever comes next can pick it up. Then we remove our access to your systems.

7. Who owns the work

• You own the work. Everything we make for you under these terms, including designs, code, content, copy and documentation, belongs to you once the invoice for the month (or project stage) it was made in is paid. We assign you our rights in it, and you can use, change and reuse it however you like.
• We keep our tools. The tools, templates, code libraries, methods and know-how we already had, or develop for general use, stay ours. Where any of them end up inside your work, you get a permanent, worldwide, royalty-free licence to use and change them as part of that work.
• Third-party products stay under their own licences. Platforms, themes, plugins, apps and fonts, like Webflow or Shopify, are licensed to you by their makers on their terms. Where possible, they're in your name.
• Your accounts are yours. Your domains, hosting, store and software accounts stay in your name. We work through the access you give us.
• Portfolio. Once work is public, we may name you as a client and show it in our portfolio. Tell us if you'd rather we didn't, and we won't.

8. Confidentiality

We keep your non-public information confidential, including your plans, data, credentials and internal documents, and use it only to do your work. We don't share it with anyone without your permission, unless the law requires it. This continues after the service ends.

9. Your part

• Give us the access we need, and keep your request board in your order of priority.
• Make sure you have the rights to the content, images and materials you give us to use.
• Answer questions and review work in reasonable time. When we're waiting on you, the request waits too.

10. Working relationship

We work as an independent contractor, not as your employee. We handle our own taxes, equipment and working hours, within the service hours above. Neither of us is exclusive to the other.

11. Quality and liability

• We do the work with reasonable skill and care. If something we did isn't right, tell us and we'll fix it as part of the service.
• We can't promise specific results, such as search rankings, traffic or sales, or the availability of third-party platforms and services we don't control.
• To the extent the law allows, our total liability under these terms is limited to the fees you paid us in the 3 months before the claim, and neither of us is liable for indirect or consequential losses, such as lost profits or lost data.

12. Personal data

If the work involves personal data you're responsible for, such as your customers' details, we handle it only on your instructions and only to do the work, keep it secure, and don't keep copies after the service ends. How we handle the personal data of visitors to our own website is in our Privacy Policy.

13. Governing law

These terms are governed by the laws of Ontario and the federal laws of Canada that apply there. The courts of Ontario have jurisdiction over any dispute, though we'll always try to sort things out by talking first.

14. Changes

We may update these terms. If a change affects you, we tell you by email at least 30 days before it applies, and it takes effect from your next service month after that. If you don't agree, you can cancel before then.

15. Contact

Questions about these terms: [email protected], or ask on the intro call.