Terms and conditions

These Terms and Conditions govern access to and use of the websites, client portal, subscription design services, files, deliverables, communications, and related services provided by Sylvadi Design Inc. ("Sylvadi", "we", "us", or "our").

By accessing the Sylvadi website, creating or using a portal account, submitting a request, purchasing a subscription, downloading a deliverable, approving work, or otherwise using the services, you agree to these Terms. If you use the services on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" means both you and that organization.

If you do not agree to these Terms, do not use the services.

Sylvadi provides subscription-based design and development services for clients who need senior design execution without building an internal department.

Specific services, deliverables, timelines, file formats, and acceptance criteria may be described in the portal, a request, an estimate, a statement of work, email, invoice, or other written agreement. If there is a conflict between these Terms and a signed written agreement between you and Sylvadi, the signed written agreement controls for that conflict.

• 3D jewelry design, including concept sketches, CAD-ready modeling, production geometry, material studies, rendering, 3D print preparation, and related asset preparation.
• Full-stack engineering and web/product development, including Next.js, React, Cloudflare infrastructure, database schemas, APIs, internal tools, Webflow implementation, and integrations.
• Graphic, brand, motion, and UI design, including design systems, landing page UI, campaign assets, pitch decks, product visuals, logo refinement, business cards, image cleanup, and interface polish.

Access to the client portal may require a magic-link sign-in, session cookie, active email address, and an active or trialing subscription. You are responsible for keeping your email account, devices, browser sessions, and portal access secure.

We may suspend or restrict access if we believe an account is compromised, a payment is not current, a subscription is inactive, continued access creates risk, or you violate these Terms.

• Do not share access links, session access, or portal credentials with unauthorized people.
• Do not attempt to access another client's account, project, files, tasks, or private materials.
• Do not interfere with, probe, scan, overload, reverse engineer, or bypass the security of the website, portal, Worker, database, storage, email, or payment systems.
• Do not upload malware, harmful code, illegal content, infringing content, or materials you are not authorized to provide.

Sylvadi offers subscription plans that provide a limited number of active production slots. A "live slot" is an active work lane available for request intake, production, review, and delivery through the portal.

Live slots are a queue and capacity-management model. They do not guarantee uninterrupted work on a particular day, a fixed number of hours, a fixed number of deliverables, or delivery by a specific date unless Sylvadi expressly agrees in writing.

Sylvadi may prioritize, pause, sequence, reject, split, or clarify requests to keep work within the purchased plan, available capacity, project risk, technical feasibility, and applicable law.

• Starter includes 1 active slot.
• Pro includes 2 active slots.
• Enterprise includes 3 active slots or a custom scope agreed by Sylvadi.

Prices are shown in U.S. dollars unless stated otherwise. Subscription fees, checkout, invoices, payment methods, subscription changes, and billing portal access may be processed by Stripe or another payment provider.

By starting checkout, selecting a plan, restarting checkout, changing plans, or maintaining an active subscription, you authorize Sylvadi and its payment processors to charge the payment method associated with your account for recurring subscription fees, applicable taxes, and other amounts you agree to pay.

Taxes are charged only where Sylvadi is required or elects to charge them. Sylvadi's current policy is to apply Canadian sales taxes, such as GST/HST/PST/QST, only to Canadian customers or Canadian-resident customers where required based on billing address, residency, place-of-supply information, tax registration status, or other legally relevant information.

You are responsible for providing accurate billing, address, residency, tax registration, and exemption information. If your information is inaccurate or incomplete, you are responsible for any resulting taxes, duties, levies, bank charges, currency conversion costs, payment processor charges, interest, penalties, or reassessments, except to the extent Sylvadi is required by law to collect or remit them.

You should manage payment details, invoices, and cancellation through the Stripe Customer Portal when available, or contact Sylvadi through portal support or portal@sylvadi.com.

• Subscriptions renew automatically until cancelled.
• Cancellation takes effect at the end of the current paid billing period unless Sylvadi or Stripe shows a different effective date.
• Fees already paid for a current or past subscription period are non-refundable once portal access, a live slot, production capacity, request intake, review, support, or other service access has been made available, except where required by law or expressly agreed in writing by Sylvadi.
• Sylvadi may issue refunds, credits, or courtesy adjustments in its discretion for duplicate charges, billing errors, failed activation, extraordinary service interruption, or other circumstances Sylvadi considers appropriate.
• Plan upgrades, downgrades, pauses, credits, and prorations are subject to Sylvadi's billing settings and Stripe's processing behavior.
• Past-due, unpaid, incomplete, cancelled, or paused subscriptions may result in loss of portal access, paused work, paused live slots, or delayed delivery.

Clients may submit design, development, support, and revision requests through the portal. A request may include a title, brief, priority, reference files, production notes, deadlines, constraints, and other context.

Submitting a request does not guarantee acceptance, immediate production, a particular delivery date, a particular technical approach, or a particular result. Sylvadi may review, clarify, scope, re-scope, accept, reject, archive, or convert a request into tasks.

The portal may show task statuses such as backlog, in progress, in review, approved, revision requested, submitted, reviewing, accepted, or archived. These statuses are workflow tools only and do not create a separate contractual promise unless Sylvadi expressly agrees in writing.

Client priorities are advisory. Sylvadi may consider them when sequencing backlog work, but Sylvadi retains discretion over final scheduling, production order, scope, and feasibility.

Client Materials means any content, files, references, trademarks, logos, brand assets, CAD references, images, copy, data, credentials, requirements, instructions, feedback, comments, or other materials you provide to Sylvadi.

You retain ownership of your Client Materials. You grant Sylvadi a worldwide, non-exclusive, royalty-free license to host, copy, process, modify, display, transmit, use, and create derivative works from Client Materials solely as needed to provide, administer, secure, support, improve, and document the services.

You are responsible for reviewing all Client Materials before upload and for removing unnecessary sensitive information. Do not upload financial account numbers, health information, government identifiers, confidential third-party data, export-controlled data, passwords, private keys, or other sensitive information unless Sylvadi has expressly requested it for the project and you have authority to provide it.

• You have all rights, licenses, permissions, and consents required to provide the Client Materials to Sylvadi.
• The Client Materials do not infringe, misappropriate, or violate third-party rights.
• The Client Materials do not contain unlawful, harmful, malicious, defamatory, discriminatory, obscene, or regulated content that you are not authorized to provide.
• Your instructions are accurate, complete, and not misleading.

The portal may allow you to upload reference files, comment files, and other materials. Current upload limits are up to 3 files per request or comment and up to 25 MB per file.

Sylvadi may reject, delete, archive, replace, rename, sanitize, or refuse files that exceed limits, create security risk, are outside the scope of the services, or violate these Terms.

Portal communications, comments, uploads, download events, review actions, support messages, and administrative actions may be stored and logged. Task comments may sync with Sylvadi's internal project management tools, including Linear. Email notifications may be sent to Sylvadi administrators or clients when portal events occur.

Some comment-file links may be signed and time-limited. For example, links shared through project-management sync may expire after 7 days even if the underlying file remains available in the portal to authorized users.

Deliverables means work product that Sylvadi posts, sends, or otherwise identifies as a client deliverable, such as design files, renderings, CAD files, source files, website assets, interface designs, documents, code, images, videos, or other project outputs.

Sylvadi may post deliverables for review in the portal. You are responsible for reviewing deliverables promptly and carefully, including all copy, dimensions, measurements, CAD details, links, design choices, technical assumptions, browser behavior, brand details, product claims, and compliance requirements.

The portal may allow you to approve a deliverable or request a revision. An approval means you accept the deliverable as provided, subject to any written exceptions made before approval. A revision request should clearly identify the requested change, issue, or concern.

• Revisions must be within the original request scope and plan capacity.
• New concepts, major direction changes, added features, new formats, production engineering, manufacturing corrections, new pages, new systems, or work outside the original brief may require a new request, additional time, a higher plan, or a separate estimate.
• Sylvadi may decline or separately quote revisions that are out of scope, legally risky, technically infeasible, or based on inaccurate Client Materials.

Each party retains ownership of its pre-existing intellectual property.

You retain ownership of Client Materials. Sylvadi retains ownership of its pre-existing materials, methods, know-how, workflows, ideas, concepts not selected for final delivery, tools, templates, source libraries, internal systems, reusable components, design systems not created exclusively for you, administrative code, scripts, infrastructure, and general skills or knowledge developed while providing the services.

Subject to your full payment of all amounts due and your compliance with these Terms, Sylvadi grants you the rights expressly stated in the applicable request, statement of work, invoice, or written agreement. If no separate written ownership terms apply, Sylvadi grants you a non-exclusive, worldwide, perpetual license to use the final custom deliverables provided to you for your internal business, marketing, product, and production purposes.

If Sylvadi expressly agrees in writing that ownership in a final custom deliverable is assigned to you, the assignment applies only to the final custom deliverable as delivered and paid for. It does not include Sylvadi background materials, third-party materials, open-source software, stock assets, fonts, platform components, unselected drafts, working files, rejected concepts, internal tools, or materials licensed separately.

Editable source files, CAD source files, raw design files, software repositories, build systems, administrative code, deployment infrastructure, and working files are included only if expressly identified as included in the applicable plan, request, statement of work, invoice, or written agreement.

Third-party assets, open-source software, fonts, platforms, plugins, APIs, CAD libraries, stock materials, and manufacturing resources may be subject to separate licenses or terms. You are responsible for complying with those third-party terms when they apply to your use of the deliverables.

Unless you and Sylvadi agree otherwise in writing, Sylvadi will treat active portal materials as private client work. Sylvadi will not intentionally publish confidential Client Materials before public launch or without reasonable authorization.

After a project, product, brand, design, website, or deliverable is publicly released or made public by you, Sylvadi may identify you as a client and may display non-confidential portions of the work in portfolios, case studies, proposals, social posts, sales materials, and award submissions.

If you require stricter confidentiality, no-publicity treatment, embargoes, or white-label service, those requirements must be agreed in writing before the relevant work begins.

Each party agrees to use the other party's confidential information only to perform or receive the services and to protect it using reasonable care. Confidential information does not include information that is publicly available, independently developed without using the other party's confidential information, lawfully received from a third party without a confidentiality duty, or approved for release in writing.

Sylvadi may disclose confidential information to employees, contractors, payment processors, hosting providers, project-management providers, email providers, legal or financial advisors, and other service providers who need access to provide or support the services, provided they are subject to appropriate confidentiality or contractual obligations.

Sylvadi may collect and process account information, email addresses, subscription status, Stripe customer or subscription identifiers, request content, comments, uploaded files, deliverables, file download logs, activity logs, notification events, and technical information needed to operate the website and portal.

Sylvadi uses this information to provide the services, authenticate users, manage subscriptions and live slots, process requests, deliver files, send notifications, maintain security, troubleshoot issues, keep records, and comply with legal obligations.

Payment details are processed by Stripe. Sylvadi may receive billing metadata, such as customer IDs, subscription IDs, plan information, invoice status, checkout status, and webhook events, but does not need to store full card numbers.

Sylvadi's systems may use Cloudflare Workers, Cloudflare D1, Cloudflare R2, Cloudflare Email, Resend, Stripe, Linear, GitHub, and other infrastructure or service providers. Data may be processed in jurisdictions where those providers operate.

Please review our Privacy Policy for more detail about collection, use, disclosure, retention, security, access, correction, and contact procedures.

The services may depend on third-party platforms, including Stripe, Cloudflare, Linear, Resend, GitHub, Webflow, domain registrars, font providers, email providers, analytics or monitoring services, open-source packages, and other tools.

Your use of third-party services may be subject to separate third-party terms, privacy notices, fees, limits, outages, and policies. Sylvadi is not responsible for third-party platforms, but may use commercially reasonable efforts to work around third-party issues when feasible.

Stripe processes checkout, payment methods, subscriptions, invoices, billing portal sessions, and related payment events. By using Stripe checkout or billing portal features, you may also be subject to Stripe's applicable terms and privacy practices.

You are responsible for providing accurate instructions, requirements, dimensions, references, technical constraints, deadlines, and feedback; reviewing drafts, deliverables, links, files, CAD assets, code, copy, design choices, invoices, and plan details; confirming legal, regulatory, manufacturing, safety, accessibility, advertising, consumer protection, privacy, and industry-specific compliance requirements for your business and products; maintaining backups of materials you provide and deliverables you download; obtaining approvals from your stakeholders, manufacturers, developers, vendors, legal team, and compliance team; and ensuring that use of deliverables is suitable for your intended purpose before publication, production, manufacture, sale, or deployment.

Sylvadi is not responsible for delays, errors, rework, losses, or defects caused by incomplete, late, inaccurate, unauthorized, or changing Client Materials or instructions.

Sylvadi may provide design, CAD, rendering, software, website, brand, and interface work. Unless expressly agreed in writing, Sylvadi does not provide legal, tax, accounting, engineering certification, architectural, medical, financial, insurance, investment, or regulated professional advice.

For jewelry, manufacturing, 3D print, CAD, and product-related work, you are responsible for confirming manufacturability, tolerances, materials, structural integrity, safety, sizing, labeling, compliance, and production suitability with qualified manufacturers, engineers, gemologists, setters, casters, printers, or other specialists. Renderings, sketches, CAD previews, and visual references may differ from final manufactured products. Production files may require testing, prototyping, and manufacturer-specific adjustment.

For software, website, and integration work, you are responsible for production deployment decisions, content legality, data protection requirements, third-party platform approvals, accessibility requirements, security requirements, and ongoing maintenance unless separately agreed. Sylvadi does not guarantee that websites, applications, APIs, automations, or integrations will be uninterrupted, error-free, vulnerability-free, compatible with every browser/device, or accepted by every third-party platform.

You may not use the services or deliverables to:

• Violate law or third-party rights.
• Create, upload, or distribute malware, phishing content, spam, deceptive content, or harmful code.
• Infringe intellectual property, privacy, publicity, contractual, or confidentiality rights.
• Harass, abuse, defame, discriminate against, exploit, or harm others.
• Submit materials involving illegal products, unsafe products, regulated goods, weapons, counterfeit goods, or prohibited content unless Sylvadi expressly agrees in writing and the work is lawful.
• Circumvent usage limits, security controls, authentication, payment requirements, or access restrictions.

The website, portal, and services may be modified, paused, unavailable, or discontinued from time to time. Sylvadi may update workflows, plan features, prices, file limits, service lanes, portal features, third-party providers, and technical infrastructure.

Sylvadi will try to provide reasonable notice of material changes when practical, but some changes may be immediate for security, legal, operational, or third-party platform reasons.

Preview, test, sandbox, or staging environments are not guaranteed to be stable, permanent, complete, secure for production use, or free of test data.

The services and deliverables are provided "as is" and "as available" to the maximum extent permitted by law. Sylvadi disclaims all warranties not expressly stated in these Terms or a signed written agreement, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, and error-free operation.

To the maximum extent permitted by law, Sylvadi and its directors, officers, employees, contractors, service providers, and affiliates will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost business, lost goodwill, lost data, production losses, manufacturing losses, replacement costs, or business interruption, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Sylvadi's total aggregate liability arising out of or relating to the services, deliverables, website, portal, or these Terms will not exceed the amounts you paid to Sylvadi for the specific subscription or project giving rise to the claim during the 3 months before the event giving rise to liability.

Nothing in these Terms limits liability that cannot be limited under applicable law.

You agree to defend, indemnify, and hold harmless Sylvadi and its directors, officers, employees, contractors, service providers, and affiliates from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising out of or related to your Client Materials, instructions, approvals, use of deliverables, breach of these Terms, violation of law or third-party rights, products, services, websites, marketing, manufacturing, deployment, sale, distribution, or misuse of the portal, files, subscriptions, or third-party services.

Sylvadi will provide reasonable notice of any indemnified claim and may control or participate in the defence as permitted by law.

You may stop using the services at any time. Subscription cancellation is handled through the Stripe Customer Portal when available or by contacting Sylvadi.

Sylvadi may suspend or terminate access, pause work, archive requests, remove files from active access, or cancel services if your subscription is inactive, unpaid, past due, cancelled, paused, or disputed; you breach these Terms; continued service creates legal, security, operational, reputational, payment, or third-party platform risk; or Sylvadi decides to discontinue a service, plan, or portal feature.

Termination does not relieve you of payment obligations incurred before termination. Sections that by their nature should survive termination will survive, including ownership, confidentiality, payment obligations, disclaimers, limitations of liability, indemnities, dispute terms, and records/logs.

Sylvadi may update these Terms from time to time. The updated Terms will be posted on the website or otherwise provided to you. The "Last updated" date indicates when the Terms were last revised.

Your continued use of the services after updated Terms become effective means you accept the updated Terms. If you do not agree to updated Terms, you must stop using the services and cancel any subscription.

These Terms and any dispute arising out of or relating to them, the services, the portal, or deliverables are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

Subject to any mandatory law that applies, the parties agree to first try to resolve disputes informally by contacting each other in writing. If a dispute cannot be resolved informally, the parties agree to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada.

You may contact Sylvadi at Sylvadi Design Inc., portal@sylvadi.com, 148 Byng Ave North York ON M2N 4K7 Canada.

Sylvadi may contact you through the email address associated with your account, portal notifications, billing notices, or other contact information you provide.

These Terms, together with any applicable statement of work, invoice, order, checkout page, portal terms, or signed written agreement, are the entire agreement between you and Sylvadi regarding the services.

If any provision is unenforceable, the remaining provisions remain in effect. Sylvadi's failure to enforce a provision is not a waiver. You may not assign these Terms without Sylvadi's written consent. Sylvadi may assign these Terms in connection with a merger, acquisition, restructuring, sale of assets, change of control, or by operation of law.

Headings are for convenience only. The words "including" and "includes" mean "including without limitation."