1. Agreement to these terms
These Terms of Service set out the rules that apply when you visit the studio website and when you commission work from Xds Experience Design Systems Inc. Please read them carefully before using the site or engaging the studio. By using the website you confirm that you have read and accepted these terms. By signing a written proposal or issuing a purchase order that references these terms, you confirm the same on behalf of the organisation you represent.
If you do not agree with these terms, please do not use the website and do not commission work from us. If you are accepting on behalf of a company or another organisation, you confirm that you have authority to bind that organisation. If you do not have that authority, you must not accept on its behalf.
Where a signed service agreement or statement of work exists between you and the studio, that document takes precedence over these terms to the extent of any conflict. These terms then fill the gaps that the specific document does not address.
2. Who we are
The studio is operated by Xds Experience Design Systems Inc., a company registered in Canada, working in computer integrated systems design and the related professional, scientific and technical services. The full business address is:
Xds Experience Design Systems Inc.
163 3rd St A W
Owen Sound - N4K 3J6
Canada (CA)
You can reach the studio by email at support@xdsexperience.hair and by telephone at +14068737219 during the business hours published on the contact page. These are the channels to use for notices under these terms unless a written agreement names a different address.
In these terms, the words we, us and our refer to Xds Experience Design Systems Inc. The words you and your refer to the person or organisation using the website or commissioning the work. The word services refers to the design system engagements described on the services page, together with any related advice or documentation we provide.
3. Use of the website
The website is provided for information. You may read the pages, follow the navigation and use the contact form to prepare an enquiry. You may print or save a copy of a page for your own reference, provided you do not remove any notice of ownership.
You agree not to misuse the website. Misuse includes attempting to gain unauthorised access to any part of the hosting environment, sending automated requests at a volume that impairs availability, uploading malicious code through any form, probing for vulnerabilities without written permission, or using the site to distribute unlawful or harmful material.
We may restrict or suspend access to the website where we reasonably believe that misuse is occurring or where maintenance is required. We will restore access as soon as it is practical, and we will not use a restriction as a way of avoiding a legitimate enquiry.
The website does not offer user accounts, e-commerce checkout or a public forum. If any such feature is introduced later, additional rules will be published before it becomes available.
4. Website content and accuracy
We take care to describe our services accurately and to keep the website current. Even so, the content is general in nature and is provided for orientation rather than as professional advice on a specific situation. A description of a service is not a promise that a particular outcome will be achieved for your organisation.
Examples, sample structures and method descriptions are illustrative. They may change as the practice develops. Where the precise scope of an engagement matters, the written proposal and statement of work are the authoritative record, not the website.
We may correct errors, update descriptions or withdraw pages at any time. We do not guarantee that every page is free of typographical error or that every link remains available. If you spot a problem, please tell us at support@xdsexperience.hair so that we can fix it.
5. Intellectual property
The website and its contents, including the text, layout, design, stylesheets and scripts, are owned by Xds Experience Design Systems Inc. or are used under a licence. They are protected by copyright and other intellectual property laws. Nothing in these terms transfers ownership of the website or its contents to you.
You may not copy, republish, distribute, sell or create derivative works from the website content for commercial purposes without our written permission. Quoting a short passage with clear attribution is permitted, as is linking to a page from your own site. You may not frame the site in a way that suggests our content belongs to another organisation.
The rights in deliverables from commissioned work are set out in the relevant statement of work. Unless that document says otherwise, the client receives a licence to use the deliverables for the purposes described in the scope, while the studio retains ownership of its underlying methods, templates, frameworks and reusable components. Where a client requires full assignment of rights in bespoke materials, we will agree that in writing and reflect it in the fee.
Any feedback, suggestion or idea that you send to us about the website or the services may be used by us without restriction or obligation, provided we do not disclose your confidential information in doing so.
6. Enquiries and no contract
Sending an enquiry through the contact form, by email or by telephone does not create a contract for services. An enquiry is an invitation to talk. We may decline an enquiry for any lawful reason, including a conflict of interest, a lack of capacity or a mismatch between the request and our practice.
A contract is formed only when a written proposal has been accepted by both sides, either by signature or by an unambiguous written confirmation that references the proposal. Until that point, neither side is bound to proceed, and either side may withdraw from discussions without liability.
We may prepare a short written scope before a formal proposal. The scope is provided to help both sides decide whether to proceed. Preparing a scope does not oblige us to accept the engagement, and it does not oblige you to commission the work.
7. Commissioned work and scope
Commissioned services are delivered according to a written statement of work. That document identifies the chapters of work being commissioned, the questions they address, the artefacts to be delivered, the schedule and the fee. It also names the client contacts and the studio contacts who are authorised to make decisions.
The six service chapters offered by the studio are usability audit sprints, design token libraries, service blueprint workshops, accessibility reviews, journey map sessions and design system handovers. A statement of work may combine several chapters into one programme. Where chapters are combined, the statement of work explains the sequence and any dependencies between them.
Work that is not described in the statement of work is out of scope. This includes additional screens, extra workshop days, further research rounds, implementation support that was not listed, and requests to adopt a different technology stack. Out of scope work can usually be added through a change request under section 10, but it is not assumed to be included in the original fee.
8. Client responsibilities
A successful engagement depends on cooperation from the client. You agree to provide timely access to the people, systems and information needed for the work. This includes nominating a decision maker, making subject matter experts available for interviews and workshops, and supplying access to the product environment where an audit or review requires it.
You are responsible for the accuracy of the information you provide. If a document, data export or access credential is incorrect, incomplete or out of date, the quality of the work may be affected, and any resulting delay or rework may be treated as a change request.
You confirm that you have the rights needed to share any material you send to us, including recordings, transcripts, brand assets and third party content. Where a client project involves research with end users, you are responsible for ensuring that an appropriate legal basis exists for that research and for any consent that must be obtained.
You agree to keep confidential any access credentials supplied by the studio and to tell us promptly if you believe a credential has been compromised.
9. Fees, invoicing and taxes
Our fees are set out in the statement of work. Fees may be fixed for a defined deliverable, charged at a daily rate for time based work, or structured as a retainer for an ongoing programme. The statement of work explains which model applies and what it includes.
Unless the statement of work says otherwise, invoices are issued at the start of each delivery stage. Payment is due within thirty days of the invoice date. Where a payment is late, we may pause work after giving written notice and may charge interest on the overdue amount at a reasonable rate permitted by law. We will always try to resolve a billing question before pausing anything.
Fees are exclusive of applicable taxes, which are added where the law requires. Travel costs for an on-site workshop are quoted in advance and billed at cost with supporting receipts. Expenses that were not foreseen at the time of the proposal are agreed in writing before they are incurred.
If a client cancels a scheduled workshop with less than five business days of notice, the preparation time already committed may be invoiced, because the studio holds that time exclusively for the client.
10. Change requests
Projects evolve, and we expect a reasonable amount of adjustment. A change request is used when a proposed change affects the agreed scope, schedule or fee. Either side may raise one, and we will respond with an assessment that describes the effect on each of those three items.
A change takes effect when both sides confirm the assessment in writing. Small clarifications that do not affect scope, schedule or fee can be agreed by email without a formal change request. We keep a change log in the project folder so that the record remains clear at the end of the engagement.
Where a client instruction would require us to work outside the agreed scope before a change is confirmed, we may ask for written confirmation first. This protects both sides from surprise costs and from delivery promises that were never budgeted.
11. Delivery and acceptance
We deliver artefacts according to the schedule in the statement of work. Delivery may take place through a shared project folder, a documentation site, a recorded walkthrough session or a combination of these channels. Each deliverable is handed over with a short note describing what it contains and how to use it.
Unless the statement of work sets a different period, the client has ten business days after delivery to review a deliverable and to raise any material defect. If no material defect is raised in that period, the deliverable is treated as accepted. A material defect means a clear failure to meet a requirement stated in the scope, not a difference of taste or a request for additional features.
When a defect is confirmed, we will correct it at no additional charge within a reasonable period. Corrections that arise from a change in requirements after delivery are treated as new work and handled through the change request process.
12. Third party tools and dependencies
Design system work often depends on third party tools, including design applications, code repositories, hosting platforms and research software. We do not control those tools, and we cannot guarantee their availability, pricing or behaviour over time.
Where a deliverable depends on a third party service, the client is responsible for obtaining and maintaining the relevant subscription unless the statement of work says otherwise. If a third party tool changes in a way that breaks a deliverable, we will advise on the impact and can assist with adaptation under a new agreement.
We do not accept liability for an outage, policy change or price increase imposed by a third party provider. We will always tell the client when a dependency carries a meaningful risk, and we prefer open formats where a closed format would lock the client into a single supplier.
13. Professional standard and warranty
We will perform the services with the reasonable skill and care of a competent professional design system practice. That is our core promise, and we take it seriously. We do not warrant that a design decision will produce a particular commercial result, because outcomes depend on many factors outside our control.
The website is provided on an as available basis. We do not warrant that it will be uninterrupted, error free or free of harmful components, although we take reasonable steps to keep it secure and current.
Except for the express promises in this section and any promise expressly stated in the statement of work, we exclude all other warranties, conditions and representations to the fullest extent permitted by law. Nothing in these terms excludes a warranty that cannot be excluded by law.
14. Confidentiality
Each side may receive information from the other that is not public. That information includes project plans, product details, customer data, commercial terms and research findings. Each side agrees to keep the other confidential information secure and to use it only for the purpose of the engagement.
Confidential information may be shared with people who need it to perform the work, provided they are bound by a duty of confidence. It may also be disclosed where the law requires, where a court orders it, or where disclosure is necessary to prevent serious harm. Where a disclosure is required by law, the disclosing side will give notice to the other side where it is lawfully able to do so.
These obligations do not apply to information that is already public without breach, that was known before the engagement, that is received from a third party without a duty of confidence, or that is independently developed without use of the confidential material.
Confidentiality obligations continue for three years after the end of the engagement, or for as long as the information remains a trade secret, whichever is longer.
15. Personal information and privacy
We handle personal information in accordance with the privacy policy published on this website. The policy explains what we collect, why we collect it, how long we keep it and the rights available to individuals. It forms part of the framework that governs the engagement.
Where we process personal information on behalf of a client, we act on documented instructions and apply the safeguards described in the privacy policy and in the relevant statement of work. We will not use client personal information for our own marketing, and we will not sell it under any circumstances.
If a privacy incident affects a client project, we will notify the affected client without undue delay and cooperate with any notification or remediation that the law requires. Each side agrees to inform the other promptly if it becomes aware of a suspected incident.
16. Limitation of liability
Nothing in these terms limits liability for fraud, for wilful misconduct, for death or personal injury caused by negligence, or for any other liability that the law does not allow to be limited. Those limits do not apply to the exclusions in the rest of this section.
Subject to the previous paragraph, neither side is liable to the other for indirect or consequential loss, including loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or loss of goodwill. Neither side is liable for loss caused by a failure of a third party service that neither side controls.
Subject to the previous paragraphs, the total liability of the studio under or in connection with an engagement is limited to the total fees paid or payable by the client for that engagement in the twelve months preceding the event giving rise to the claim.
Each side must take reasonable steps to reduce any loss it suffers, and must notify the other side of a potential claim within a reasonable time. A delay in notification does not remove liability, but it may reduce the amount recoverable where the delay has made the loss worse.
17. Indemnity
You agree to indemnify the studio against any claim, loss or cost that arises from material you supply to us in breach of section 8, including a claim that the material infringes the rights of a third party or that it was shared without a proper basis. This indemnity applies only to the extent that the claim results from your conduct and not from our own handling of the material.
We agree to indemnify you against any claim that a deliverable we created independently infringes the intellectual property rights of a third party, provided that you notify us promptly, allow us to control the defence and cooperate reasonably. This indemnity does not apply where the claim results from material you supplied, from a modification you made after delivery, or from use of the deliverable outside the scope described in the statement of work.
If an infringement claim is established or is reasonably likely, we may replace the affected material, obtain a licence for its continued use or, where neither option is practical, refund the relevant portion of the fee.
18. Suspension and termination
Either side may end an engagement by giving written notice where the other side commits a material breach and does not correct it within fifteen business days of being asked to do so. A material breach includes persistent non payment, a serious confidentiality failure or a failure to provide the access needed for the work to continue.
Either side may end an engagement immediately where the other side becomes insolvent, enters administration or ceases to carry on business in a way that makes performance impossible. We may also suspend work where we have a reasonable belief that continuing would require us to act unlawfully, and we will explain the reason in writing.
When an engagement ends, the client pays for work completed up to the termination date and for any committed costs that cannot be avoided. We deliver the artefacts that were completed and paid for, and we return or delete confidential material in accordance with the privacy policy and the statement of work. Sections that by their nature should survive termination, including confidentiality, intellectual property, liability and governing law, continue to apply.
19. Events outside our control
Neither side is liable for a delay or failure caused by an event outside its reasonable control. Such events include natural disasters, severe weather, war, civil unrest, epidemics, industrial action, failures of public infrastructure and outages at a major third party service.
Where such an event occurs, the affected side will tell the other side promptly and will take reasonable steps to reduce the impact. Deadlines affected by the event are extended by a period that is reasonable in the circumstances. If the event continues for more than sixty days, either side may end the engagement by written notice, and the payment rules in section 18 apply.
An event outside our control does not remove an obligation to pay for work that was already completed before the event occurred.
20. Governing law and disputes
These terms and any dispute arising from them are governed by the laws of the Province of Ontario, Canada, and the federal laws of Canada that apply there, without regard to conflict of law rules. The courts of Ontario have exclusive jurisdiction over any dispute, except that either side may seek an injunction or other urgent relief in any competent court.
Before starting formal proceedings, both sides agree to attempt to resolve a dispute through good faith discussion. A written notice of dispute will describe the issue and the outcome sought. The parties will meet, in person or by video call, within fifteen business days of the notice, and will keep the content of that meeting confidential.
If discussion does not resolve the matter, the parties may agree to mediation before a mediator acceptable to both sides. Mediation is voluntary and either side may end it at any time. Nothing in this section prevents a party from taking urgent steps to protect its rights.
21. General provisions
Entire agreement
These terms, together with the statement of work and the privacy policy, form the entire agreement between the parties on the subject matter and replace any earlier discussion, proposal or representation. A party does not rely on any statement that is not recorded in those documents unless it was made fraudulently.
Severability
If a provision is found to be invalid or unenforceable, it is modified to the minimum extent needed to make it valid, and the remaining provisions continue in full force.
Waiver
A failure to enforce a provision is not a waiver of that provision. A waiver is effective only when given in writing by the party entitled to it.
Assignment
Neither side may assign an engagement without the written consent of the other side, except as part of a reorganisation or sale of the business, provided the successor accepts the obligations under these terms.
Notices
Formal notices must be sent by email with confirmation of receipt, or by recorded post to the address on the first page of this document. Notices take effect when received during business hours, or at the start of the next business day.
Independent contractors
The parties are independent contractors. Nothing in these terms creates a partnership, joint venture, agency or employment relationship between them.
Language
These terms are written in English and are provided in English only. The parties confirm that they understand the English text.
22. Updates to these terms
We may update these terms from time to time to reflect changes in the law, in our practice or in the tools we use. The revised version is published at the same address with a new revision date at the top of the page. The version that applies to an engagement is the version that was in force when the engagement began, unless the parties agree otherwise in writing.
If an update materially affects an active engagement, we will notify the affected client by email before the update takes effect and will work with that client on a sensible transition. An update does not retroactively change the terms that governed work already delivered.
We encourage readers to check this page periodically. The date at the top of the page always indicates the most recent revision.