These Terms and Conditions govern all engagements between Ismile Creative & Digital Solutions ("ISMILE CDS," "we," "us," "our") and its clients ("you," "client," "the business"). They apply to every service, project, retainer, or consulting arrangement initiated through byismile.com or any direct engagement with ISMILE CDS.
No work begins until these terms are formally reviewed and accepted. Acceptance may be indicated by a signed proposal, a paid deposit, or written confirmation of agreement via email.
1. Acceptance of Terms
By purchasing, booking, or engaging services from ISMILE CDS, you confirm that you have read, understood, and agreed to these Terms. If you do not agree with any provision, you must not proceed with the engagement.
These Terms apply regardless of how the engagement is initiated — via the website, email, a signed proposal, or direct message. Partial agreements are not valid. These Terms apply in full.
2. Services
ISMILE CDS provides the following services:
- Branding & Design — brand strategy, identity systems, logo, visual direction, brand guidelines
- Web Design & Development — custom website design, development, deployment, and maintenance
- Digital Marketing — social media management, paid advertising, SEO, email marketing, content strategy
- Systems & Automations — workflow automation, CRM setup, process documentation, tech stack integration
- Business Consulting & Virtual Support — strategic advisory, operational support, project consulting
The specific scope of services for each engagement is defined in the project proposal, service agreement, or onboarding documentation agreed upon prior to the start of work. Services not listed in the agreed scope are not included and will be quoted separately.
3. Payments & Pricing
All pricing is outlined in the client proposal or service agreement. Invoices are issued through our payment system and are due on the date specified. Accepted payment methods include credit card, debit card, wire transfer (CAD or USD), Interac e-Transfer, Stripe, and PayPal.
Project-based work requires a deposit of 50% before work begins, with the remaining balance due upon delivery of final files. Retainer fees are due at the start of each billing period. Payment schedules for larger projects will be outlined in the proposal.
Overdue invoices are subject to a 2% monthly late fee applied to the outstanding balance. ISMILE CDS reserves the right to pause or suspend all active work on an account until outstanding balances are resolved.
All fees are subject to applicable Canadian taxes (HST) where required by law. Clients outside Canada are responsible for understanding and meeting any tax obligations in their own jurisdiction.
ISMILE CDS does not guarantee pricing beyond the term of the current proposal. Rates are subject to change for new engagements.
4. Refunds & Cancellations
No refunds will be issued for services already delivered, work already completed, or hard costs already incurred. This includes but is not limited to: subcontractor fees, software licenses, stock assets, advertising spend, and platform fees.
Deposits are non-refundable. If a client cancels after a deposit is paid but before significant work has begun, the deposit will not be returned. Cancellations mid-project will be invoiced for all work completed to date, with any overpayment credited toward a future engagement at ISMILE CDS's discretion.
Retainer cancellations require 30 days written notice prior to the next billing cycle. Cancellations received after the billing date will not be reversed for that period.
ISMILE CDS reserves the right to cancel an engagement if a client is in breach of these Terms, has outstanding unpaid invoices, or has created conditions that make it impossible to deliver the agreed scope. In such cases, no refund will be issued for work completed.
5. Intellectual Property & Ownership
All creative work produced by ISMILE CDS — including but not limited to designs, copy, code, strategy documents, creative briefs, and deliverables — remains the intellectual property of ISMILE CDS until full payment is received.
Upon receipt of final payment, the client receives full usage rights to the agreed deliverables for commercial use as described in the project scope. This transfer of usage rights does not extend to raw source files, working files, design system components, or proprietary frameworks unless explicitly included in the project agreement at an additional fee.
Clients may not reproduce, resell, sublicense, or claim authorship of deliverables without prior written consent from ISMILE CDS. Portfolio use by ISMILE CDS of all completed work is permitted unless the client opts out in writing within 30 days of project completion.
Using deliverables before full payment is received is a breach of these Terms and may result in legal action.
6. Raw Files & Source Files
Working files, raw exports, source files (including .psd, .ai, .fig, .xd, Figma project files, raw video, raw audio, and similar), and proprietary templates remain the property of ISMILE CDS.
These files are available to the client only when explicitly included in the project scope at the time of purchase, and only upon full payment. Requests for source files after project completion will be quoted separately.
7. Revisions & Modifications
Each project includes a set number of revision rounds as specified in the project proposal (typically 2 to 3 rounds, depending on the service). A revision round is defined as one consolidated set of changes submitted in a single written communication.
Revision rounds do not carry over between project phases and do not accumulate. Revisions requested after the included rounds are exhausted will be billed at the applicable hourly rate. ISMILE CDS reserves the right to determine what constitutes a revision versus a new scope request.
Change requests that fall outside the original agreed scope — including additions, new directions, or scope expansions — will be quoted separately and require written approval before work proceeds.
8. Project Timelines & Delivery
Estimated project timelines are provided in good faith and are subject to project complexity, client response time, and external factors. ISMILE CDS does not guarantee delivery within any specific timeframe and is not liable for delays caused by factors outside its control.
Timely client feedback is essential to staying on schedule. If a client delays review or approval by more than 14 days, ISMILE CDS reserves the right to re-queue the project and revise the delivery timeline accordingly.
If ISMILE CDS anticipates a significant delay, the client will be notified promptly. Delays caused by ISMILE CDS do not entitle the client to a refund of any amounts paid.
9. Client Responsibilities
The client is responsible for providing accurate, complete, and timely information, feedback, assets, and approvals required for the project. ISMILE CDS is not responsible for errors, delays, or rework resulting from incomplete, inaccurate, or late client input.
The client warrants that all content, images, trademarks, and materials provided to ISMILE CDS are legally owned or licensed by the client, and that their use does not infringe upon the intellectual property rights of any third party. The client indemnifies ISMILE CDS against any claims arising from client-provided materials.
Any logins, credentials, or platform access shared with ISMILE CDS for the purpose of project delivery must be provided through a secure method. ISMILE CDS will not be held responsible for security breaches resulting from credentials shared via unsecured channels at the client's initiative.
10. Confidentiality
Both parties agree to treat as confidential any non-public business information shared during the engagement. This includes but is not limited to: business strategies, financial information, client lists, product plans, and proprietary processes.
ISMILE CDS will not disclose client information to third parties except as required by law, or to subcontractors directly involved in delivering the agreed scope who are bound by equivalent confidentiality obligations.
The client agrees not to disclose ISMILE CDS's proprietary strategies, frameworks, processes, pricing structures, or internal documentation to third parties.
11. Limitation of Liability
ISMILE CDS's total liability to the client under any circumstances shall not exceed the total amount paid by the client in the three months preceding the claim. ISMILE CDS is not liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost revenue, business interruption, or reputational damage.
ISMILE CDS does not guarantee specific business results — including sales, traffic, rankings, engagement, or conversions — resulting from any creative, marketing, or consulting service. Results depend on numerous external factors outside ISMILE CDS's control.
12. Indemnification
The client agrees to indemnify and hold harmless ISMILE CDS, its founder, subcontractors, and representatives from any claims, liabilities, losses, damages, and legal expenses (including reasonable legal fees) arising from: (a) the client's use of ISMILE CDS deliverables; (b) client-provided content or materials; (c) the client's breach of these Terms; or (d) the client's violation of any third-party rights.
13. Third-Party Platforms & Tools
ISMILE CDS may use third-party platforms, tools, software, or services to deliver client work, including but not limited to: Shopify, Wix, Squarespace, Meta, Google, Mailchimp, Canva, and various automation platforms. ISMILE CDS is not liable for outages, policy changes, pricing changes, or data issues caused by third-party platforms.
Costs for third-party platform subscriptions, advertising budgets, stock assets, and similar external expenses are the client's responsibility unless explicitly included in the ISMILE CDS service agreement.
14. Portfolio & Promotional Use
ISMILE CDS reserves the right to use completed project work in its portfolio, social media, case studies, pitch materials, and promotional content. This includes but is not limited to screenshots, mockups, before/after presentations, and process documentation.
If the client wishes to opt out of portfolio use, this must be requested in writing within 30 days of project completion. Opt-out applies to future use only — work already published in portfolio contexts at the time of the request will not be retroactively removed.
15. Amendments
ISMILE CDS reserves the right to update or modify these Terms at any time. Clients will be notified of material changes via email or notice on byismile.com. Continued use of ISMILE CDS services after notice of changes constitutes acceptance of the updated Terms.
Any amendments to a specific project agreement must be made in writing and agreed upon by both parties before taking effect.
16. Governing Law & Dispute Resolution
These Terms are governed by the laws of the Province of Ontario, Canada. Any disputes arising from these Terms or an engagement with ISMILE CDS will be subject to the exclusive jurisdiction of the courts of Ontario.
In the event of a dispute, both parties agree to attempt resolution through good-faith negotiation before initiating any formal legal proceedings. Nothing in this clause prevents either party from seeking emergency injunctive relief where appropriate.
17. Contact
For questions about these Terms or any active engagement, contact ISMILE CDS at:
- ISMILE Creative & Digital Solutions
- Toronto, Ontario, Canada
- Website: byismile.com
- Email: legal@byismile.com
- Instagram: @ismilecds
Questions about these Terms or an active engagement? Email us directly and we'll take care of it.
EMAIL LEGAL@BYISMILE.COM