Acceptance of Terms
These Terms & Conditions ("Terms") govern your use of tesaria.tech and any design services provided by Tesária ("Tesária", "we", "us", or "our"), a premium graphic and web design boutique based in Downtown, Vancouver, British Columbia, Canada. By accessing this website or engaging Tesária for services, you agree to be bound by these Terms. If you do not agree, please discontinue use of the site and decline our services.
For any paid engagement, we also prepare a project-specific Engagement Letter that records scope, timeline, investment, deliverables, and mutual responsibilities. The Engagement Letter and these Terms together form the agreement between you and Tesária. In the event of conflict, the Engagement Letter prevails for matters specific to that project.
Services Provided
Tesária offers a curated range of design services, including brand identity, sustainable packaging design, website modernization, mobile application design, signage and wayfinding, and industrial design. All services are delivered with senior creative direction by Tes T. Fernando and a small, vetted network of specialist collaborators.
We reserve the right to decline projects that fall outside our areas of expertise, conflict with existing client work, or fail to meet our standards of professional conduct.
Project Engagements
Each engagement begins with a written proposal describing the project objectives, deliverables, schedule, fees, assumptions, and exclusions. Once accepted in writing or by initial payment, the proposal becomes a binding Engagement Letter.
Any change to the agreed scope, schedule, or deliverables will be documented through a written change request. Change requests may affect fees and timelines and will be invoiced separately at the rates set out in the Engagement Letter, or, where no rate is specified, at our then-current hourly rate.
Deliverables are provided in the file formats specified in the Engagement Letter. The client is responsible for promptly reviewing deliverables and providing consolidated, written feedback within the review windows agreed in the project schedule.
Payment Terms
Unless otherwise stated in the Engagement Letter, our standard payment terms are:
- Deposit: 50% of the project fee is payable on signature of the Engagement Letter, and is required before work commences.
- Balance: the remaining 50% is payable on delivery of the final files, prior to release of high-resolution or production-ready assets.
- Multi-phase projects: may be invoiced on milestone schedules set out in the Engagement Letter.
- Currency: all fees are quoted and payable in Canadian dollars (CAD), exclusive of applicable taxes.
- Late payment: invoices unpaid 15 days after the due date accrue interest at 1.5% per month (19.56% per annum), and we reserve the right to suspend work until the account is brought current.
- Expenses: third-party costs such as fonts, stock licences, printing, and travel are passed through at cost and are agreed in writing in advance.
Intellectual Property
Until full and final payment of all invoices for a given project is received, all sketches, drafts, working files, and final deliverables remain the exclusive intellectual property of Tesária.
Upon receipt of full payment, Tesária assigns to the client all rights, title, and interest in the final deliverables specifically created for the project, together with a perpetual, worldwide licence to use those deliverables for the purposes contemplated in the Engagement Letter. Working files, source files, and unused concepts remain the property of Tesária unless the Engagement Letter expressly provides otherwise.
The client warrants that any content, text, photography, trademarks, or other materials supplied to Tesária for incorporation into the deliverables are owned by the client or properly licensed, and that their use does not infringe the rights of any third party.
Unless the Engagement Letter expressly states otherwise, Tesária retains the right to display the completed deliverables in its portfolio, on its website, on professional social media accounts, and in award and publication submissions, with reasonable credit to the client.
All content on this website, including text, images, designs, logos, and the overall layout, is the intellectual property of Tesária and is protected by Canadian and international copyright law. You may not copy, reproduce, modify, distribute, or use any part of this site for commercial purposes without our prior written permission.
Confidentiality
Each party agrees to treat as confidential any non-public business, technical, financial, or strategic information disclosed by the other in connection with a project, and to use such information only for the purpose of performing or receiving the services. These obligations survive the completion or termination of the engagement and apply for so long as the information retains its confidential character.
Confidentiality obligations do not apply to information that is or becomes publicly known through no fault of the receiving party, was already lawfully known to the receiving party, or is required to be disclosed by law or court order.
Revisions and Approvals
Each project phase typically includes two rounds of consolidated revisions, unless otherwise specified in the Engagement Letter. Additional rounds, redirected creative direction, or revisions outside the agreed scope are billed at our then-current hourly rate.
Written approval of a phase signifies the client's acceptance of that phase and authorises us to proceed to the next stage. Subsequent changes to an approved phase are treated as a change request.
Project Cancellation and Refunds
Either party may terminate an engagement on written notice if the other party materially breaches these Terms or the Engagement Letter and fails to cure the breach within fifteen (15) days of written notice.
If the client cancels a project for any reason after work has commenced, all work completed up to the date of cancellation is billable on a pro rata basis at the rates set out in the Engagement Letter. Deposits are non-refundable once work has begun, as they secure the time set aside in our schedule.
On termination, Tesária will deliver work in progress in its current state, subject to payment of all outstanding fees.
Warranties and Disclaimers
Tesária warrants that the services will be performed with the reasonable skill and care expected of a professional design studio. Beyond this express warranty, and to the fullest extent permitted by law, all services and deliverables are provided on an "as is" and "as available" basis. Tesária disclaims all other representations, warranties, and conditions, whether express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Tesária does not warrant that the website, the deliverables, or the services will be uninterrupted, error-free, or free from viruses or other harmful components, or that any specific commercial, marketing, or aesthetic outcome will be achieved.
Limitation of Liability
To the fullest extent permitted by law, the total aggregate liability of Tesária arising out of or in connection with these Terms or any Engagement Letter, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees actually paid by the client to Tesária for the specific project giving rise to the claim.
In no event shall Tesária be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost revenue, lost data, lost opportunities, or business interruption, even if Tesária has been advised of the possibility of such damages. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.
Indemnification
Each party agrees to indemnify, defend, and hold the other harmless from and against any third-party claims, damages, losses, and reasonable expenses (including reasonable legal fees) arising out of the indemnifying party's breach of these Terms, infringement of third-party intellectual property rights, or wilful misconduct in connection with the engagement.
Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) where such delay or failure results from events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, civil unrest, governmental action, labour disputes, internet or utility failure, or denial-of-service attacks. The affected party shall notify the other promptly and use reasonable efforts to resume performance.
Governing Law
These Terms and any Engagement Letter are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Dispute Resolution
The parties shall first attempt to resolve any dispute arising out of or relating to these Terms or any Engagement Letter through good-faith negotiation between authorised representatives.
If the dispute is not resolved within thirty (30) days, the parties shall submit the matter to confidential, non-binding mediation in Vancouver, British Columbia, before a single mediator agreed upon by the parties, with the costs of the mediator shared equally.
If mediation does not resolve the dispute within sixty (60) days of the initial mediation request, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of British Columbia sitting in Vancouver.
Severability
If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.
Entire Agreement
These Terms, together with the applicable Engagement Letter and any documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous agreements, communications, and understandings, whether oral or written.
Changes to These Terms
We may revise these Terms from time to time. The "Last updated" date at the top of this page indicates when the most recent version took effect. Continued use of our website or services following publication constitutes acceptance of the revised Terms.
Contact
For any questions about these Terms or to discuss an engagement, please contact us at coo@tesaria.tech.