Terms of Service

Effective Date: May 25, 2026

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the services provided by Northstar Brand Studio (“Northstar Brand Studio,” “we,” “us,” or “our”), a brand-marketing business located at Northstar Brand Studio, 1450 Don Mills Road, Toronto, ON M3B 2X7, Canada.

By engaging our services, requesting a proposal, signing a statement of work, making a payment, or otherwise using our services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree, you must not use our services.

These Terms apply to all services offered by Northstar Brand Studio, including but not limited to brand strategy development, visual identity design, social media campaign planning, content marketing and copywriting, market research and audience positioning, campaign management, and brand refresh consulting.

2. Scope of Services

Northstar Brand Studio provides strategic and creative brand-marketing services, which may include:

• Brand strategy development;
• Visual identity design;
• Social media campaign planning;
• Content marketing and copywriting;
• Market research and audience positioning;
• Campaign management; and
• Brand refresh consulting.

Specific deliverables, timelines, milestones, fees, and project assumptions will be set out in a proposal, estimate, statement of work, service agreement, or similar written document (collectively, a “Project Agreement”). In the event of any conflict between these Terms and a Project Agreement, the Project Agreement will prevail only to the extent of the conflict.

Unless expressly stated otherwise in writing, our services are advisory and creative in nature. We do not guarantee specific business outcomes, including sales, revenue, audience growth, engagement, search rankings, or campaign performance.

3. User Obligations and Responsibilities

You agree to:

• Provide accurate, complete, and timely information necessary for us to perform the services;
• Review and approve deliverables in a timely manner;
• Ensure that all materials, content, trademarks, images, data, and instructions you provide to us are lawful and do not infringe the rights of any third party;
• Obtain all necessary permissions, consents, licenses, and releases for any materials you supply or request us to use;
• Comply with all applicable laws, regulations, and industry standards, including those relating to advertising, consumer protection, privacy, intellectual property, and anti-spam requirements;
• Not use our services for unlawful, misleading, defamatory, discriminatory, fraudulent, or harmful purposes; and
• Maintain the security of any account credentials, access details, or platform logins shared with you or us.

You are solely responsible for the accuracy, legality, and appropriateness of any content, claims, offers, or materials you approve, publish, or distribute. Where we provide recommendations, you remain responsible for final decisions and implementation unless otherwise agreed in writing.

4. Payment Terms and Conditions

Fees for services will be set out in the applicable Project Agreement or invoice. Unless otherwise agreed in writing:

• All fees are quoted in Canadian dollars (CAD);
• Invoices are due upon receipt or within the payment period stated on the invoice;
• Deposits or retainers, if required, are non-refundable except where required by law or expressly stated otherwise in writing;
• We may suspend work if payment is overdue;
• You are responsible for all applicable taxes, including GST/HST, where applicable;
• Late payments may accrue interest at the maximum rate permitted by applicable law, or if no rate is specified, at 1.5% per month (18% per annum), whichever is lower and lawful; and
• You are responsible for any reasonable collection costs incurred by us in recovering overdue amounts, to the extent permitted by law.

Unless otherwise stated, quoted fees do not include third-party costs such as stock assets, printing, media spend, software subscriptions, platform fees, production costs, travel expenses, or contractor costs. Any such expenses must be pre-approved by you in writing or as otherwise provided in the Project Agreement.

5. Cancellation and Refund Policy

You may cancel a project by providing written notice to Northstar Brand Studio. Cancellation will take effect on the date we receive the notice, subject to any obligations already incurred.

Upon cancellation:

• You must pay for all services performed and approved expenses incurred up to the effective cancellation date;
• Any non-refundable deposits or retainers will be retained by Northstar Brand Studio, unless otherwise required by law;
• Work in progress, drafts, and incomplete deliverables may be withheld until all outstanding amounts are paid; and
• Refunds, if any, are issued only where expressly stated in a Project Agreement or where required by applicable law.

Because our services are customized, creative, and often based on time and expertise already expended, refunds are generally not available for completed work, approved work, or partially completed work. If we cancel a project for reasons other than your breach, we will refund any prepaid fees for services not yet performed, less any non-cancellable commitments and work already completed.

6. Liability Limitations

To the fullest extent permitted by applicable law, Northstar Brand Studio shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of goodwill, loss of data, business interruption, or reputational harm, arising out of or related to the services or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the services or these Terms shall not exceed the total fees actually paid by you to Northstar Brand Studio for the specific services giving rise to the claim during the three (3) months preceding the event giving rise to the claim, or CAD $1,000, whichever is greater, except where liability cannot be limited under applicable law.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any other liability that cannot be excluded or limited under applicable law.

We are not responsible for third-party platforms, including social media networks, advertising systems, hosting providers, analytics tools, printers, or payment processors, nor for their acts, omissions, outages, policy changes, account suspensions, or technical failures.

7. Intellectual Property Rights

Unless otherwise agreed in writing:

• All pre-existing materials, methodologies, templates, processes, tools, know-how, and working files owned or developed by Northstar Brand Studio before or outside the scope of a project remain our property;
• Upon full payment of all amounts due, and subject to any third-party rights and license restrictions, you will receive ownership of final deliverables specifically created for you under the applicable Project Agreement, excluding our pre-existing materials and third-party content;
• We retain the right to use non-confidential project work, concepts, and final deliverables for portfolio, case study, promotional, and self-marketing purposes, unless the Project Agreement states otherwise;
• You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display any materials you provide to us solely for the purpose of performing the services; and
• You are responsible for obtaining any necessary licenses for third-party fonts, stock images, music, software, or other materials incorporated into deliverables, unless we expressly agree in writing to procure them on your behalf.

Until full payment is received, no intellectual property rights in deliverables transfer to you except as required by law or expressly stated in writing. Unauthorized use of unpaid deliverables is prohibited.

8. Data Protection and Privacy

Northstar Brand Studio may collect, use, disclose, and retain personal information in connection with the provision of services, administration of accounts, communications, billing, analytics, and legal compliance. We will handle personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation.

You acknowledge that, in the course of providing services, we may receive personal information from you or on your behalf. You represent and warrant that you have all necessary rights, consents, and authority to provide such information to us and to permit us to process it for the purposes of delivering the services.

We will take reasonable administrative, technical, and physical safeguards to protect personal information. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

Where we use third-party service providers, such providers may process data outside of Canada. By using our services, you consent to such cross-border processing where necessary for service delivery, subject to applicable law.

If you have questions about privacy or wish to make a request regarding personal information, contact us using the details in Section 12.

9. Force Majeure

Northstar Brand Studio shall not be liable for any delay or failure to perform its obligations under these Terms where such delay or failure results from events beyond our reasonable control, including but not limited to acts of God, fire, flood, epidemic, pandemic, war, terrorism, labour disputes, power outages, internet or telecommunications failures, governmental actions, or failures of third-party providers.

If a force majeure event occurs, we will use commercially reasonable efforts to resume performance as soon as practicable. If the event continues for an extended period, either party may terminate the affected services by written notice, subject to payment for work performed and expenses incurred up to the termination date.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our services, business practices, or applicable law. The updated Terms will be posted or otherwise communicated to you and will be effective on the date specified in the revised version.

Your continued use of our services after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree to the revised Terms, you must discontinue use of our services and, where applicable, notify us in writing.

11. Applicable Law and Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or relating to them, the services, or any Project Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

The parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, for the resolution of any dispute arising out of or relating to these Terms or the services, except where applicable law requires otherwise.

12. Contact Information

If you have any questions about these Terms or wish to contact us regarding the services, please use the following details:

• Northstar Brand Studio
• 1450 Don Mills Road, Toronto, ON M3B 2X7, Canada
• Email: [email protected]
• Phone: +1 (416) 782-4936

13. Severability Clause

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

If a provision is found unenforceable but would be enforceable if modified, the provision shall be enforced to the maximum extent permitted by law as modified to reflect the parties’ original intent.

Entire Agreement. These Terms, together with any applicable Project Agreement, constitute the entire agreement between you and Northstar Brand Studio regarding the services and supersede prior or contemporaneous understandings, communications, and agreements relating to the same subject matter, except where expressly stated otherwise in writing.