Terms of Service

These Terms of Service (the “Terms”) are a legally binding agreement between you (“you,” “your,” or the “Client”) and Cole Webcraft Services Inc., a corporation incorporated under the laws of Canada, operating as “The Direct Studio” (the “Company,” “we,” “us,” or “our”). They govern your access to and use of the website located at thedirectstudio.com (the “Site”) and the design, development, and related professional services we provide to vacation rental owners and operators (the “Services”).

Please read these Terms carefully. By using the Site, requesting a quote, or engaging us to perform Services, you confirm that you are at least the age of majority in your jurisdiction (and in any event eighteen (18) years of age or older), that you have the authority to enter into a binding contract on behalf of yourself and any business you represent, and that you accept these Terms in full. If you do not agree, do not use the Site or our Services.

1. Acceptance of Terms

Your use of the Site or any Service constitutes your acceptance of these Terms and of any project-specific proposal, statement of work, order form, or written agreement we provide (each, a “Statement of Work”). In the event of a conflict between these Terms and a signed Statement of Work, the Statement of Work controls solely with respect to that engagement. These Terms supersede any prior representations, marketing communications, or oral statements concerning the Site or Services.

2. Definitions

• “Services” means the design, development, consulting, and related work the Company performs as described on the Site or in a Statement of Work, including the production of direct-booking websites for vacation rental owners.
• “Deliverables” means the final website, code, designs, configurations, documentation, and any other tangible output we deliver to the Client under a Statement of Work.
• “Client Materials” means content, photographs, trademarks, copy, brand assets, account credentials, and any other materials the Client provides to us for use in connection with the Services.
• “Project” means a specific engagement governed by a Statement of Work.
• “Site” means the website operated by the Company at thedirectstudio.com and any successor URLs.

3. Scope of Services

We design, build, and deliver direct-booking websites and related digital assets tailored to short-term and vacation rental businesses. The exact scope, timeline, fees, milestones, technology stack, third-party integrations, hosting arrangements, and revision allowances for each Project will be set out in the applicable Statement of Work. Anything not expressly listed in the Statement of Work is out of scope and will be quoted separately.

We may modify, suspend, or discontinue any feature of the Site, or any non-contracted Service offering, at any time and without prior notice. Changes to a Project already under contract will be handled through a written change order.

4. Client Responsibilities

The Client agrees to cooperate in good faith and to provide the Company with everything reasonably necessary to perform the Services, including timely provision of Client Materials, written approvals, feedback within the review windows specified in the Statement of Work, access to relevant accounts (such as booking platforms, domain registrars, payment processors, and analytics tools), and prompt payment of invoices.

The Client represents and warrants that it owns, or has all necessary rights and licenses to use and to grant us the right to use, all Client Materials, and that Client Materials do not infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, contractual, or other rights, and do not contain unlawful, defamatory, or misleading content. The Client agrees to defend, indemnify, and hold the Company harmless from any third-party claim or loss arising out of a breach of this Section.

Delays caused by the Client’s failure to provide required materials, approvals, or access may extend timelines and result in additional fees, and do not relieve the Client of payment obligations.

5. Fees, Deposits & Payment

Fees for Services are stated in the applicable Statement of Work and are quoted in Canadian dollars unless otherwise specified. Unless a Statement of Work expressly provides otherwise:

• A non-refundable deposit equal to fifty percent (50%) of the Project fee is due before any work begins. This deposit secures our calendar, reserves resources, and is consideration for our initial planning and preparation. It is non-refundable under any circumstances, including cancellation or termination by the Client for any reason.
• The remaining balance is due upon launch or delivery of the Deliverables, whichever occurs first, and in any event before transfer of source files, domains, or production access.
• Recurring fees (such as hosting, maintenance, or care plans) are billed in advance on the cycle stated in the Statement of Work and are non-refundable for any partial billing period.
• Amounts not paid by the due date accrue interest at the lesser of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate permitted by applicable law, calculated daily from the due date until paid in full. The Client is also responsible for the Company’s reasonable costs of collection, including legal fees.
• All fees are exclusive of applicable taxes (including GST/HST/PST and any successor or similar taxes), which are the Client’s responsibility.

If any invoice remains unpaid for more than fifteen (15) days, we may, at our option and without further notice, suspend Services, withhold Deliverables, disable hosting or maintenance, and/or terminate the engagement. Suspension does not waive any amounts owed.

6. Cancellation, Termination & Refunds

Either party may terminate an engagement by providing written notice to the other. On termination for any reason:

• The deposit is non-refundable, as described in Section 5.
• The Client remains responsible for fees for all work performed and reasonable expenses incurred up to the effective date of termination, billed at the rates in the Statement of Work or, if none, at our then-current standard rates.
• Deliverables produced but not yet paid for in full remain the property of the Company and may not be used by the Client.

We may terminate immediately, without refund, if the Client materially breaches these Terms or a Statement of Work (including non-payment), uses the Services unlawfully, harasses our personnel, or becomes insolvent or subject to bankruptcy proceedings.

Neither party will be liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, labour disputes, pandemic, government action, internet or utility outages, or third-party service failures.

7. Intellectual Property

Client Materials remain the exclusive property of the Client. The Client grants the Company a worldwide, royalty-free, non-exclusive licence to use, reproduce, modify, and display Client Materials solely as necessary to perform the Services and to promote the Project as permitted below.

Subject to receipt of all amounts due under the Statement of Work, the Company assigns to the Client, on a non-exclusive basis, all of its right, title, and interest in and to the final, accepted Deliverables produced specifically for the Project, excluding Company Tools (defined below) and any third-party materials.

The Company retains all right, title, and interest in and to its pre-existing methodologies, frameworks, templates, code libraries, design systems, components, know-how, trade secrets, and any improvements or generalizations made during the Project (collectively, “Company Tools”). To the extent Company Tools are embedded in the Deliverables, the Company grants the Client a perpetual, worldwide, royalty-free, non-exclusive, non-transferable licence to use them as part of, and only as part of, the Deliverables.

The Client agrees that the Company may identify the Client and the Project in its portfolio, case studies, social media, and marketing materials, including screenshots and a link to the live site, unless the Client objects in writing before launch.

8. Third-Party Services

Deliverables may rely on third-party platforms, software, plugins, or services (including booking engines, payment processors, hosting providers, analytics tools, fonts, and content delivery networks). The Client’s use of any such third-party service is governed by the third party’s own terms of service and privacy policy. The Company makes no representation or warranty regarding third-party services and is not responsible for their availability, performance, pricing, security, or any change to or discontinuation of such services.

9. Revisions & Acceptance

The number of design and revision rounds, and the scope of acceptable changes, is set out in the Statement of Work. Additional revisions, change requests, or out-of-scope work will be quoted separately and require a written change order before work begins.

The Client must review each Deliverable promptly. Unless the Client provides written notice of specific, good-faith objections within seven (7) days of delivery, the Deliverable will be deemed accepted and final.

10. Warranties & Disclaimers

The Company warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. As the Client’s sole and exclusive remedy for breach of this warranty, the Company will, at its option, re-perform the deficient Services or refund the fees paid for the deficient portion of the Services, provided the Client notifies the Company in writing within thirty (30) days of delivery.

Except as expressly stated in these Terms, and to the maximum extent permitted by applicable law, the Site, the Services, and all Deliverables are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, durability, accuracy, or quiet enjoyment. The Company does not warrant that the Site or any Deliverable will be uninterrupted, timely, secure, error-free, free of viruses, compatible with all devices or browsers, or that the Deliverables will increase the Client’s bookings, traffic, revenue, search rankings, or any other business outcome.

Where applicable consumer-protection legislation imposes warranties or conditions that cannot lawfully be excluded, those statutory rights are not excluded by these Terms, but our liability for breach of any such non-excludable warranty is limited, to the extent permitted by law, to re-performance of the Services or refund of the fees paid for the affected Services.

11. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will the Company, its officers, directors, employees, contractors, agents, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, aggravated, or punitive damages, or for any loss of profits, revenue, bookings, goodwill, data, business opportunity, or business interruption, arising out of or in connection with these Terms, the Site, the Services, or the Deliverables, regardless of the theory of liability (contract, tort including negligence, strict liability, or otherwise), even if the Company has been advised of the possibility of such damages.

The Company’s aggregate liability arising out of or in connection with these Terms, the Site, the Services, or the Deliverables, whether in contract, tort, or otherwise, will not exceed the greater of (a) the total fees actually paid by the Client to the Company under the applicable Statement of Work in the six (6) months immediately preceding the event giving rise to the claim, or (b) five hundred Canadian dollars (CAD $500).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above exclusions and limitations may not apply to you. In such jurisdictions, the Company’s liability is limited to the maximum extent permitted by law.

12. Indemnification

The Client agrees to defend, indemnify, and hold harmless the Company and its officers, directors, employees, contractors, agents, and affiliates from and against any and all third-party claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable legal fees on a solicitor-and-client basis) arising out of or related to: (a) Client Materials; (b) the Client’s use or operation of the Deliverables, including bookings, transactions, communications with guests, and regulatory compliance for the Client’s vacation rental business; (c) the Client’s breach of these Terms, the Statement of Work, or any applicable law; or (d) any misrepresentation by the Client.

13. Acceptable Use of the Site

When accessing or using the Site, you agree not to:

• Use the Site in violation of any applicable law, regulation, or these Terms;
• Attempt to gain unauthorized access to any portion of the Site, our systems, or any account, server, or network associated with the Site;
• Use any automated system, scraper, crawler, robot, or AI training pipeline to access, copy, or harvest content or data from the Site without our prior written consent;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Site, except to the extent expressly permitted by applicable law;
• Interfere with, disrupt, overload, or impair the Site, its hosting infrastructure, or any other user’s use of the Site;
• Submit false, misleading, or fraudulent information through the Site, including via the contact form;
• Use the Site to transmit spam, malware, or other harmful code; or
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.

14. Confidentiality

Each party may receive non-public information from the other in connection with the Services that is marked or that should reasonably be understood to be confidential (“Confidential Information”). Each party agrees to use the other’s Confidential Information only as necessary to perform under these Terms, to protect it with at least the same degree of care it uses to protect its own confidential information of similar sensitivity (and in any event no less than reasonable care), and not to disclose it to any third party other than to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes publicly available without breach, was already rightfully known, was independently developed, or that is required to be disclosed by law or court order (with prompt notice to the other party where permitted).

15. Privacy

Your use of the Site and the Services is also governed by our Privacy Policy, which describes how we collect, use, disclose, and protect personal information. The Privacy Policy is incorporated into these Terms by reference.

16. Changes to These Terms

We may update these Terms from time to time. The “Last updated” date at the top of this page indicates when the Terms were last revised. For material changes, we will take reasonable steps to notify you, such as posting a notice on the Site or, where we have your email address, by email. Your continued use of the Site or Services after the effective date of revised Terms constitutes your acceptance of those revised Terms. If you do not agree to the revised Terms, you must stop using the Site and Services.

17. Governing Law & Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt in good faith to resolve any dispute through informal negotiation between authorized representatives. If a dispute cannot be resolved within thirty (30) days, the parties will attempt non-binding mediation with a mutually agreed mediator before commencing litigation. Subject to the foregoing, the parties submit to the exclusive jurisdiction of the courts of competent jurisdiction in Canada with respect to any dispute arising out of these Terms. Each party will bear its own costs except as a court may otherwise order.

18. General

Entire Agreement. These Terms, together with the applicable Statement of Work and our Privacy Policy, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous understandings, communications, and agreements, written or oral.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if not possible, severed, and the remaining provisions will continue in full force and effect.

No Waiver. A failure or delay by either party to exercise any right under these Terms is not a waiver of that right. Any waiver must be in writing and signed by the waiving party.

Assignment. The Client may not assign or transfer these Terms or any Statement of Work, in whole or in part, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any unauthorized assignment is void.

Independent Contractors. The Company performs Services as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, agency, or fiduciary relationship between the parties.

Notices. Notices to the Company must be sent to hello@thedirectstudio.com. Notices to the Client may be sent to the email address most recently provided by the Client.

Survival. Sections that by their nature should survive termination (including Sections on Fees, Intellectual Property, Warranties & Disclaimers, Limitation of Liability, Indemnification, Confidentiality, Governing Law, and General) will survive any termination or expiration of these Terms.

19. Contact

If you have questions about these Terms, please reach out through our contact page or email us at hello@thedirectstudio.com. Written correspondence should be addressed to Cole Webcraft Services Inc., with the subject line “Legal: Terms of Service.”