Terms & Conditions

1. Introduction

Welcome to Gnidak Studio ("Gnidak Studio", "we", "our", or "us").

These Terms & Conditions ("Terms") govern the use of our website and the creative and digital services we provide. By accessing our website, requesting a quotation, or engaging Gnidak Studio for services, you ("you", "your", the "Client") agree to these Terms.

These Terms should be read together with our Privacy Policy and Cookie Policy.

Where a signed proposal, quotation, statement of work, or service agreement contains terms that differ from these Terms, the terms of that specific document will prevail for that engagement.

2. About Gnidak Studio

Gnidak Studio is a Canadian AI-powered creative agency based in Toronto, Ontario. We provide creative and digital services to businesses, including website creation, digital design, AI-assisted content production, multimedia content creation, search engine optimization (SEO), and marketing funnel development.

3. Services

Depending on the scope agreed for each engagement, Gnidak Studio may provide services including:

• Website creation, design, and development
• Digital and graphic design
• AI-assisted content production, including images, video, audio, voice, and written content
• Multimedia and creative production
• Search engine optimization (SEO)
• Marketing funnel development and related digital marketing services

The specific services, deliverables, timelines, and fees for each engagement are defined in the applicable proposal, quotation, or service agreement. Services not expressly included in that scope are not part of the engagement unless agreed separately in writing.

4. Client Responsibilities

To allow us to deliver services effectively, the Client agrees to:

• Provide accurate, complete, and timely information, materials, and feedback
• Provide any logos, images, text, brand assets, or other materials required for the project
• Review deliverables and provide consolidated feedback within reasonable timeframes
• Designate a point of contact authorized to approve deliverables and decisions

The Client is solely responsible for ensuring that all materials they provide — including logos, images, photographs, text, trademarks, music, and other content — are owned by the Client or properly licensed for the intended use. By providing such materials, the Client confirms they have the necessary rights and permissions, and agrees to indemnify Gnidak Studio against any claim arising from the use of Client-provided materials.

5. Projects and Revisions

Each engagement includes a defined number of revision rounds, as specified in the applicable proposal or quotation. Unless otherwise stated:

• Revisions must be requested within the agreed feedback window
• Feedback should be provided in a single, consolidated set per revision round
• Revisions beyond the included rounds, or changes to previously approved work, are treated as additional work and are billed separately at our applicable rates

Substantial changes to project scope, direction, or requirements after work has begun may affect timelines and fees and may require a revised quotation.

6. Payments

Fees, deposits, and payment schedules are set out in the applicable proposal, quotation, or invoice. Unless otherwise agreed in writing:

• A deposit may be required before work begins, and work commences once the deposit is received
• The remaining balance is due as specified in the applicable proposal or invoice, and final deliverables or file transfers may be withheld until full payment is received
• Recurring or retainer services are billed on the agreed schedule
• Invoices are payable by the stated due date

Late or missed payments may result in suspension of work, delayed timelines, or suspension of ongoing services until outstanding amounts are paid. Deposits and payments for work already performed are non-refundable, except where required by law or expressly agreed otherwise.

7. AI-Assisted Content

Gnidak Studio uses AI-assisted tools and technologies as part of its creative workflow, including for the creation and editing of images, video, audio, voice, design elements, and written content.

The Client acknowledges and agrees that:

• AI tools are used as instruments within a human-led creative process, and final deliverables involve human review, direction, and editing
• The legal status of intellectual property rights in purely AI-generated material can be uncertain and may vary by jurisdiction; in some jurisdictions such material may not be eligible for the same copyright protection as human-authored work, and Gnidak Studio does not warrant exclusive or registrable rights in AI-generated elements
• AI-assisted tools may process project-related materials in accordance with the terms and privacy practices of the respective AI service providers
• The Client is responsible for confirming that the intended use of AI-assisted deliverables is appropriate for their market, including any applicable AI disclosure or labelling requirements in the jurisdictions where the content is published

8. Intellectual Property

Ownership of deliverables is defined as follows, unless the applicable agreement states otherwise:

• Upon full payment of all amounts due for an engagement, the Client receives ownership of, or a licence to use, the final approved deliverables for the purpose for which they were created
• Until full payment is received, all deliverables, drafts, and materials remain the property of Gnidak Studio
• Source files, working files, project files, and pre-production materials remain the property of Gnidak Studio and are not included in deliverables unless expressly agreed in writing
• Any third-party assets (such as stock media, fonts, or licensed tools) remain subject to their own licence terms, which the Client is responsible for maintaining
• Gnidak Studio retains the right to display completed work in its portfolio, case studies, and promotional materials, unless the parties agree otherwise in writing

9. SEO Disclaimer

Search engine optimization results depend on factors outside our control, including search engine algorithms, competitor activity, market conditions, and changes made by third parties. Accordingly:

• Gnidak Studio does not guarantee any specific search engine ranking, position, traffic volume, lead volume, or business outcome
• SEO is an ongoing process, and results may take time and may fluctuate
• Search engines may change their algorithms, policies, or guidelines at any time, which may affect performance

Our SEO services are provided on a best-efforts basis using industry-recognized practices.

10. Third-Party Tools and Services

Our services may rely on third-party platforms, tools, hosting providers, APIs, and AI service providers. Gnidak Studio is not responsible for the availability, performance, pricing changes, policy changes, or discontinuation of third-party services, and is not liable for any resulting impact on deliverables or timelines.

11. Confidentiality

Each party agrees to keep confidential any non-public business, technical, or project information disclosed by the other party in connection with an engagement, and to use it only for the purpose of that engagement. This does not apply to information that is publicly available, already known, independently developed, or required to be disclosed by law.

12. Warranties and Disclaimers

Gnidak Studio provides its services with reasonable skill and care. Except as expressly stated in these Terms or an applicable agreement, services and deliverables are provided "as is" and "as available", without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Gnidak Studio does not warrant that services will be uninterrupted, error-free, or that they will achieve any particular business result.

13. Limitation of Liability

To the maximum extent permitted by applicable law:

• Gnidak Studio will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to our services
• Gnidak Studio's total aggregate liability arising out of or related to an engagement will not exceed the total fees paid by the Client to Gnidak Studio for that specific engagement

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

14. Indemnification

The Client agrees to indemnify and hold harmless Gnidak Studio from any claims, damages, losses, or expenses arising from the Client's use of deliverables, materials provided by the Client, the Client's breach of these Terms, or the Client's violation of any applicable law or third-party rights.

15. Cancellation and Termination

Either party may terminate an engagement in accordance with the applicable agreement or on reasonable written notice. Upon termination:

• The Client remains responsible for fees for all work performed and expenses incurred up to the date of termination
• Deposits and payments for completed work are non-refundable, except where required by law
• Recurring or retainer services may be cancelled with the notice period specified in the applicable agreement

Gnidak Studio may suspend or terminate services in cases of non-payment, breach of these Terms, or unlawful, abusive, or fraudulent conduct.

16. Force Majeure

Gnidak Studio is not liable for delays or failure to perform caused by events beyond its reasonable control, including internet or hosting failures, third-party service outages, power or equipment failures, natural events, civil disruption, or other force majeure events.

17. Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the applicable laws of Canada. Any disputes arising from these Terms or our services will be subject to the jurisdiction of the courts of Ontario, Canada.

18. Changes to These Terms

We may update these Terms periodically to reflect changes in our practices, services, or legal requirements. The updated version will be posted on this page with a revised Effective Date. Continued use of our website or services after changes are posted constitutes acceptance of the updated Terms.

19. Contact Us