bndry

DESIGN FEE ESTIMATES: TERMS + CONDITIONS

These terms and conditions (the “Terms and Conditions”) shall govern all design services rendered for a client (herein referred to as “you” or the “Client”) with bndry (herein referred to as “us”, “bndry”, and the “Service Provider” and together with Client, the “Parties” and each a “Party”) through any manner or medium, without limitation. By accepting the Design Fee Estimate with bndry, you agree to abide by these Terms and Conditions. bndry reserves the right to update or modify these Terms and Conditions at any time without prior notice or the consent of Client, provided that such changes do not materially impact the nature or scope of the Design Fee Estimate.

The accompanying Design Fee Estimate and these Terms and Conditions comprise the entire agreement between the Parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

Section 1: Design Fee Estimates & Deposits Design Fee Estimates shall be issued by bndry and governed by these Terms and Conditions. Immediately upon the acceptance and execution of the Design Fee Estimate by the Client, the Client shall pay the corresponding deposit specified in the Design Fee Estimate (the “Deposit”). bndry shall not conduct any work under the Design Fee Estimate unless and until the Deposit is received in full.

Section 2: Payment Terms & Invoicing bndry shall issue an invoice to the Client for fees due and owing under the Design Fee Estimate monthly for services completed in the immediately preceding month (each, an “Invoice”). Client shall pay all invoiced amounts due to bndry within seven (7) business days from the date of such Invoice. Client shall reimburse bndry for all reasonable project expenses incurred (including prototyping materials, sampling, and testing) within seven (7) business days of receipt of an invoice accompanied by receipts.
All payments shall be in Canadian Dollars, unless otherwise specified. Should any amounts remain unpaid after seven (7) business days, such amounts will be subject to an interest fee of sixteen percent (16%) per annum, or the highest rate permissible under applicable law, calculated monthly. The Client shall not withhold payment of any amounts due by reason of any set-off or dispute with bndry.

Section 3: Payment Methods & Fees bndry accepts major credit cards, wire transfers, and electronic funds transfers. Wire transfers and electronic payments are preferred. Any bank charges, wire transfer fees, processing fees, or currency exchange fees shall be the sole responsibility of the Client. Credit card transactions are processed via PCI-DSS compliant third-party processors (bndry is not liable for third-party processor activities).

Section 4: Performance of Services & Client Obligations With respect to any services under a Design Fee Estimate, the Client shall: (i) cooperate with bndry in all matters relating to the services; (ii) respond promptly to any request to provide direction, technical specifications, approvals, authorizations, or decisions; (iii) provide customer materials, reference samples, or technical specifications that are complete and accurate; and (iv) obtain and maintain all necessary licenses and statutory compliance in relation to the intended product. Performance dates specified in any Estimate are non-binding targets and estimates only.

Section 5: Intellectual Property, Licensing & OwnershipAll preliminary concepts, sketches, 3D CAD models, rendering files, and unused design iterations generated by bndry remain the sole intellectual property of bndry.

• Ownership Transfer: Upon receipt of full payment of all invoices due under the Design Fee Estimate, bndry assigns and transfers to the Client all right, title, and ownership in the final selected product design.
• Licensed Designs: Where a design is provided under a licensing agreement rather than a full transfer, ownership of the background intellectual property remains with bndry, and the Client receives an exclusive or non-exclusive license to manufacture and commercialize the design subject to additional terms (including territory, duration, or royalty fees) set out in the Design Fee Estimate.
• Portfolio & Promotional Rights: Notwithstanding any transfer or licensing of intellectual property rights, bndry explicitly retains a perpetual, worldwide, royalty-free right to use, publish, display, and showcase all project deliverables, renderings, physical product photographs, and design descriptions in bndry’s portfolio, website, marketing materials, press releases, design competitions, and social media channels.

Section 6: Manufacturing & Safety Disclaimer
bndry provides industrial design and product development services only. bndry is not a licensed engineering firm or manufacturer. The Client is solely responsible for validating production engineering, toolmaking, structural integrity, regulatory compliance (including but not limited to FCC, CE, UL, or safety standards), and factory quality control. bndry assumes no liability for manufacturing defects, product recalls, or end-user claims.

Section 7: Taxes, Tariffs & Duties All estimates are subject to applicable sales taxes. The Client shall be responsible for all federal, provincial, state, and local regulations, tariffs, duties, customs, border clearance, and brokerage fees associated with shipped prototypes, components, or final goods.

Section 8: Limitation of Liability bndry will not be liable for any damages resulting from delays beyond its reasonable control. IN NO EVENT WILL bndry, ITS EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, LOST PROFITS, REVENUES, OR PRODUCTION DOWN-TIME ARISING OUT OF OR RELATING TO THE DESIGN OR USE OF PRODUCTS DEVELOPED UNDER THIS AGREEMENT.
Notwithstanding anything to the contrary, the entire liability of bndry under the Design Fee Estimate shall be limited to the lesser of: (A) the aggregate amounts paid to bndry in the preceding two (2) month period giving rise to the claim; or (B) the amount actually received by bndry during the preceding two (2) month period giving rise to the claim.

Section 9: Governing Law & Jurisdiction These Terms and Conditions and all Estimates are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario.

Section 10: Termination bndry may terminate this Agreement immediately upon written notice if the Client: (a) fails to pay any amount when due; (b) fails to comply with any provision of these Terms; or (c) becomes insolvent or enters bankruptcy proceedings.

Section 11: Confidentiality All non-public, confidential, or proprietary information disclosed by bndry—including specifications, component lists, CAD models, design files, or pricing—is confidential and solely for the purpose of executing the project. It may not be disclosed or copied without prior written authorization from bndry, except as required for bndry’s self-promotional portfolio rights outlined in Section 5.

Section 12: Force Majeure Neither party shall be liable for delay or failure to perform obligations (except payment duties) resulting from acts beyond reasonable control, including natural disasters, pandemics, strikes, supply chain shortages, transportation bottlenecks, or governmental actions.