Terms of service
Last Updated: September 27, 2026
1. Introduction
These Terms of Service ("Terms") govern your use of the Central Idea website and the creative, marketing, design, advertising, and related services provided by Central Idea ("Central Idea," "we," "our," or "us").
By accessing our website, submitting an enquiry, or engaging Central Idea for services, you agree to these Terms.
These Terms provide a general framework for our services. The specific terms of each client engagement will be set out in the applicable proposal, quote, Statement of Work, service agreement, or other written agreement between Central Idea and the client.
If there is a conflict between these Terms and a signed client agreement, the terms of the signed client agreement will take precedence for that engagement.
2. Services
Central Idea provides creative and marketing services, which may include:
Branding and Brand Identity
Marketing Campaigns
Content Creation and Production
Graphic Design
Web Design
Photography and Video
Animation and Motion Design
Copywriting
Paid Advertising and Performance Marketing
Creative Strategy and Art Direction
Services may vary depending on the client's needs, project requirements, and agreed scope.
The specific services, deliverables, timelines, revision allowances, fees, usage rights, and other project requirements will be outlined in a written proposal, quote, Statement of Work, service agreement, or other written agreement before work begins.
Only services expressly included in the applicable agreement are included in the project scope.
3. Engagements
Central Idea may provide services through ongoing creative support or individual project engagements.
Ongoing Creative Support
Ongoing engagements are designed to provide clients with continuing creative and marketing support.
Unless otherwise agreed in writing:
Ongoing engagements operate on a month-to-month basis.
Fees are billed monthly in advance.
Work is prioritized collaboratively based on business goals, deadlines, and project requirements.
Services are provided within the agreed priorities and Central Idea's reasonable capacity.
Additional work outside the agreed scope may be quoted separately.
Either party may terminate the engagement with 30 days' written notice.
The specific services, monthly fee, priorities, and other terms of an ongoing engagement will be set out in the applicable agreement.
Project Engagements
Project engagements have a defined scope, timeline, deliverables, and fee agreed upon before work begins.
Projects may require an initial deposit or other advance payment as specified in the applicable agreement.
4. Client Responsibilities
To support the successful delivery of services, clients agree to:
Provide accurate and complete project information.
Provide required assets, content, access, information, and approvals in a timely manner.
Designate a primary point of contact where appropriate.
Review deliverables and provide feedback within a reasonable timeframe.
Clearly communicate requested changes and approvals.
Obtain all necessary permissions, licences, consents, and rights for materials supplied to Central Idea.
Ensure that materials supplied to Central Idea do not knowingly infringe the rights of third parties.
Delays in providing required materials, feedback, approvals, access, or other information may result in adjustments to project timelines and delivery dates.
Central Idea is not responsible for delays caused by a client's failure to provide required materials, information, access, feedback, or approvals within the agreed timeframe.
5. Fees and Payment
Fees will be outlined in the applicable proposal, Statement of Work, invoice, or other written agreement.
Unless otherwise agreed:
Ongoing engagements are invoiced monthly in advance.
Project work may require a deposit before work begins.
Additional work outside the agreed scope may be quoted separately.
Third-party expenses, licences, subscriptions, media spend, production costs, or other approved expenses may be billed separately.
Final deliverables may be withheld until all outstanding invoices relating to the project have been paid.
Invoices are payable according to the payment terms specified on the applicable invoice or agreement.
Late or unpaid invoices may result in the suspension of ongoing work or services.
Any costs reasonably incurred by Central Idea as a result of a client's failure to make required payments may be recoverable from the client to the extent permitted by law.
6. Revisions and Scope Changes
Revision allowances, where applicable, will be specified in the applicable proposal, Statement of Work, or agreement.
Requests beyond the agreed revision allowance, or requests that significantly change the approved direction, objectives, deliverables, timeline, or scope of a project, may be treated as additional work and quoted separately.
Additional work will be subject to client approval before it begins.
Changes requested after final approval may also be treated as additional work.
7. Intellectual Property
Unless otherwise agreed in writing, upon receipt of full payment, ownership of the final approved deliverables created specifically for the client transfers to the client.
Central Idea retains ownership of:
Internal working files
Drafts and unused concepts
Unselected creative directions
Creative processes and methodologies
Templates and frameworks
Proprietary systems and tools
Pre-existing materials and intellectual property
Internal documentation
General knowledge, skills, and techniques used in creating the work
Unless otherwise agreed in writing, the transfer of ownership applies only to the final approved deliverables specifically created for the client.
It does not transfer ownership of Central Idea's underlying processes, tools, systems, templates, methodologies, or pre-existing intellectual property.
Third-Party Materials
Third-party materials incorporated into a deliverable may remain subject to the applicable third party's licence or usage terms.
This may include:
Stock photography
Stock video
Fonts
Music
Software
Templates
AI-generated or AI-assisted materials
Plugins
Images, footage, or other licensed content
Where applicable, the client may be responsible for purchasing or maintaining the required third-party licences.
Client-Supplied Materials
Clients are responsible for ensuring that they have the legal right to provide and use any materials supplied to Central Idea, including trademarks, logos, photographs, video, music, copy, fonts, and other content.
The client grants Central Idea permission to use client-supplied materials solely for the purpose of providing the agreed services.
8. Portfolio and Promotional Rights
Unless otherwise agreed in writing, Central Idea may display completed work created for a client in its:
Portfolio
Website
Social media
Presentations
Case studies
Award submissions
Marketing materials
Central Idea will respect reasonable confidentiality, launch-date, or embargo requirements agreed upon in writing.
Where a project has not yet been publicly released, Central Idea will not knowingly publish the work before the agreed public release date unless otherwise authorized.
9. Confidentiality
Both parties agree to keep confidential information received from the other party private and will not disclose such information to third parties except where:
Disclosure is reasonably necessary to provide the services;
The other party has authorized the disclosure;
The information is already publicly available through no breach of these Terms;
Disclosure is required by law; or
Disclosure is made to professional advisers or service providers who are subject to appropriate confidentiality obligations.
This obligation survives the completion or termination of the engagement.
10. Third-Party Services
Projects may involve third-party platforms, services, software, or providers, including but not limited to:
Advertising platforms
Social media platforms
Website hosting providers
Analytics providers
Cloud storage services
Payment processors
Stock media providers
AI-assisted creative tools
Software applications
Printing and production vendors
Central Idea is not responsible for the availability, pricing, policies, terms, performance, security, functionality, or changes to third-party services.
Where third-party services require separate fees, subscriptions, licences, advertising spend, media spend, production costs, or other charges, those costs may be the client's responsibility unless otherwise agreed in writing.
Central Idea may recommend or arrange third-party services as part of a project, but the client remains responsible for any third-party terms or costs applicable to those services.
11. AI-Assisted Tools
Central Idea may use artificial intelligence and AI-assisted tools as part of its creative, design, research, production, or workflow processes.
Where appropriate, AI-assisted tools may be used for tasks such as:
Concept development
Image generation or editing
Copy development
Research and ideation
Video or audio production
Design exploration
Workflow automation
Other creative or production tasks
The use of AI tools will depend on the requirements of the project.
Where third-party AI tools are used, their outputs may be subject to the applicable provider's terms, licences, restrictions, and technical limitations.
Central Idea does not guarantee that AI-generated or AI-assisted materials will be unique, free from third-party similarity, or suitable for unrestricted use without additional review or licensing.
Where a project requires specific ownership, licensing, originality, or usage requirements, those requirements should be addressed in the applicable project agreement.
12. Advertising and Marketing Results
Central Idea will provide services with reasonable care, skill, and professionalism.
However, marketing, advertising, branding, and creative services involve factors outside Central Idea's control.
Central Idea does not guarantee specific commercial, marketing, advertising, sales, revenue, lead-generation, conversion, audience-growth, search-ranking, or other business outcomes.
Results may be affected by factors including market conditions, competition, pricing, client operations, media spend, audience behaviour, platform algorithms, economic conditions, third-party platforms, and other circumstances outside Central Idea's control.
Where Central Idea makes recommendations regarding advertising, marketing, or creative performance, those recommendations are based on the information and circumstances available at the time.
Any claims made in public-facing advertising or marketing materials should be accurate and appropriately supported. Canadian competition law prohibits materially false or misleading representations, and certain performance claims require adequate and proper testing.
13. Limitation of Liability
Central Idea will provide its services with reasonable care, skill, and professionalism.
To the fullest extent permitted by law, Central Idea's total aggregate liability arising out of or relating to an engagement will not exceed the total amount paid by the client to Central Idea for the specific engagement giving rise to the claim.
To the fullest extent permitted by law, Central Idea will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, business opportunities, goodwill, anticipated savings, or data.
Central Idea is not responsible for losses resulting from:
Third-party services or platforms;
Client-supplied materials;
Delays caused by the client;
Changes to advertising or social media platforms;
Website hosting or infrastructure failures;
Internet or technology outages;
Unauthorized access caused by circumstances outside Central Idea's reasonable control; or
Other circumstances outside Central Idea's reasonable control.
Nothing in these Terms is intended to exclude or limit liability that cannot legally be excluded or limited under applicable law.
14. Termination
Either party may terminate an engagement in accordance with the applicable proposal, Statement of Work, service agreement, or other written agreement.
For ongoing engagements without different written terms, either party may terminate the engagement with 30 days' written notice.
Clients remain responsible for:
Services properly performed up to the effective termination date;
Approved expenses incurred before termination;
Non-cancellable third-party costs;
Any other amounts properly payable under the applicable agreement.
Any final deliverables for which full payment has been received will remain subject to the ownership terms set out in the applicable agreement.
Central Idea reserves the right to suspend or terminate services if:
Invoices remain unpaid;
The client materially breaches the applicable agreement;
The client repeatedly fails to provide required information, approvals, or access;
Continuing the engagement would require Central Idea to violate applicable law; or
Other circumstances make continued performance commercially or legally unreasonable.
15. Force Majeure
Neither party shall be liable for delays or failure to perform obligations caused by circumstances beyond that party's reasonable control.
These circumstances may include:
Natural disasters
Internet or infrastructure outages
Power failures
Labour disputes
Government actions
Pandemics or public health emergencies
Cyberattacks
Major technology failures
Third-party platform outages
Other unforeseen events beyond reasonable control
The affected party will take reasonable steps to minimize the impact of such circumstances.
16. Electronic Communications and Agreements
The parties may communicate, exchange documents, approve work, enter into agreements, and provide signatures electronically.
Electronic communications, approvals, signatures, proposals, invoices, and agreements may be used to establish or document the parties' agreement where permitted by applicable law.
Ontario law recognizes electronic contracts and electronic signatures in appropriate circumstances.
17. Governing Law
These Terms are governed by the laws of the Province of Ontario and the applicable laws of Canada.
Subject to any applicable law requiring otherwise, disputes arising from these Terms or Central Idea's services shall be subject to the jurisdiction of the courts of Ontario, Canada.
18. Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
19. No Waiver
A failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or the party's right to enforce it later.
20. Entire Agreement
The applicable proposal, Statement of Work, service agreement, and these Terms constitute the agreement governing the applicable engagement, together with any other documents expressly incorporated into that agreement.
If there is a conflict between these Terms and a signed agreement specifically entered into for a client engagement, the signed client agreement will prevail.
21. Changes to These Terms
Central Idea may update these Terms from time to time to reflect changes to our services, business practices, or legal requirements.
The latest version will be made available on our website with an updated "Last Updated" date.
Updates to these website Terms apply prospectively and do not modify the terms of an existing signed client agreement unless otherwise agreed in writing.
Contact
If you have questions regarding these Terms of Service, please contact:
Central Idea
Email: hello@centralidea.ca