Terms & Conditions

terms + conditions governing design fee estimates

These terms and conditions (the “Terms and Conditions”) shall govern all design service rendered for a client (herein referred to as “you” or the “Client”) with Ashley Botten Design Inc., c/o/b as “ABD”, (herein referred to as “us”, “ABD”, 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 ABD, you agree to abide by these Terms and Conditions. ABD 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. For this reason, we encourage you to review these Terms and Conditions whenever you enter into any agreement or, place an order or purchase products from us.

The accompanying Design Fee Estimate and these Terms and Conditions comprises 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

In these Terms and Conditions, a “Design Fee Estimate” includes the estimate for design services provided by ABD. 

(a) Design Fee Estimates

Design Fee Estimates shall be issued by ABD 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 as specified in the Design Fee Estimate (the “Deposit”). ABD shall not conduct any work under the Design Fee Estimate unless and until the Deposit is received in full. 

(b) Payment for Design Fee Estimates

ABD 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 ABD within fifteen (15) days from the date of such Invoice. As may be agreed to in the Design Fee Estimate, Client shall reimburse ABD for all reasonable expenses incurred in accordance with the Design Fee Estimate, within fifteen (15) days of receipt by the Client of an invoice from ABD accompanied by receipts and reasonable supporting documentation.

All payments under an Invoice shall be in Canadian Dollars, unless otherwise specified in the Design Fee Estimate. Should any amounts of an Invoice remain unpaid following the fifteen (15) day payment period, such amounts will be subject to an interest fee of sixteen (16%) percent per annum, or the highest rate permissible under applicable law, calculated and charged monthly. The Client shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with ABD, whether relating to ABD's breach, bankruptcy or otherwise.

section 2.
general payment terms

ABD accepts all major credit, debit cards, online bill payment options, wire transfers and cheques. However, wire transfers and online bill payments options, are the preferred methods. Payments placed by cheque are subject to wait time associated with bank clearance. Any bank charges associated with wire transfers or online bill payment methods and exchange fees will be billed to the Client and shall be the sole responsibility of the Client. ABD does not offer financing on any of its Design Fee Estimates.

Credit card payments will be conducted through our third-party payment processor, currently STRIPE. STRIPE is fully PCI-DSS compliant.

ABD is not responsible and does not control the actions of STRIPE and is not liable for activities carried on by STRIPE.

section 3.
performance of services

With respect to any services under a Design Fee Estimate, the Client shall: (i) cooperate with ABD in all matters relating to the services and provide such access to Client's premises, and other facilities as may reasonably be requested by ABD, for the purposes of performing the services; (ii) respond promptly to any ABD request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for ABD to perform services in accordance with the requirements of the Design Fee Estimate; (iii) provide such customer materials or information as ABD may request to carry out the services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the services before the date on which the services are to start.

ABD shall use reasonable efforts to meet any performance dates to render the services specified in the Design Fee Estimate, and any such dates shall be estimates only.

section 4.
taxes + duties

All estimates are subject to applicable taxes, and any duties. The Client shall comply and be responsible for all federal, provincial, state and local regulations, as applicable, and pay fees and taxes associated with any applicable tariffs, duties, customs, border and brokerage fees and or any fees associated with such jurisdiction.

section 5.
limitation of liability

ABD will not be liable for any damages occurring as a result of any breach of these Terms and Conditions resulting from any delay beyond the ABD’s commercially reasonable control, including without limitation, strike lockout, work stoppage, terrorism, act of God, or other delays beyond the ABD’s control.

If ABD's performance of its obligations under the Design Fee Estimate is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants or employees, ABD shall not be deemed in breach of its obligations under the Design Fee Estimate or these Terms and Conditions or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

Other than as set out herein in writing, IN NO EVENT WILL ABD OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO: (A) ANY BREACH OF THESE TERMS AND CONDITIONS (OR DESIGN FEE ESTIMATE), WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN BY CLIENT OR ABD, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE; AND/OR (B) ANY INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU ON ITS WEBSITE, IN ITS CATALOGUES, OR AT A STORE LOCATION; AND/OR (C) FROM ANY ORDER OR PURCHASE FROM THE ABD, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR BUSINESS INTERRUPTION. ABD ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF ITS WEBSITE OR CATALOGUES.

Notwithstanding anything to the contrary in these Terms and Conditions, the entire liability of ABD to a Client under the Design Fee Estimate shall be limited to the lesser of: (A) the aggregate amounts payable to ABD for the preceding two (2) month period giving rise to the claim; or (B) the amount actually received by the ABD during the preceding two (2) month period giving rise to the claim.

The Client hereby agrees to fully release and hold the ABD harmless from and against any and all claims, demands, liabilities, losses, costs and expenses, including without limitation a Client’s misuse, poor or improper handling or care of the product(s).

section 6.
governing law + choice of forum

The Terms and Conditions and all Design Fee Estimates, including all schedules, attachments and appendices thereto, and all maters arising out of or relating to the foregoing, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of laws principles which would result in the application of any other law. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to the Terms and Conditions or Design Fee Estimates, including all schedules, attachments, and appendices attached thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the courts of the Province of Ontario. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

section 7.
compliance with law

Client shall comply with all applicable laws, regulations, and ordinances. Client shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under the Design Fee Estimate and as set out herein.

section 8.
termination

In addition to any remedies that may be provided under these Terms and Conditions, ABD may terminate this Agreement with immediate effect upon written notice to the Client, if the Client: (a) fails to pay any amount when due under an invoice; (b) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, liquidation, reorganization, or assignment for the benefit of creditors.

section 9.
waiver

No waiver by ABD of any of the provisions of these Terms and Conditions is effective unless explicitly set forth in writing and signed by ABD. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising hereunder operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

section 10.
confidential information

All non-public, confidential or proprietary information of ABD, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by ABD to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with a Design Fee Estimate is confidential, solely for the use of performing the Design Fee Estimate and may not be disclosed or copied unless authorized in advance by ABD in writing. Upon ABD’s request, Client shall promptly return all documents and other materials received from ABD. ABD shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Client at the time of disclosure; or (c) rightfully obtained by Client on a non-confidential basis from a third party.

section 11.
assignment

The Client shall not assign any of its rights or delegate any of its obligations under a Design Fee Estimate or these Terms and Conditions without the prior written consent of ABD. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Client of any of its obligations under the Design Fee Estimate or these Terms and Conditions. ABD may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of ABD’s assets or shares without Client’s consent.

section 12.
relationship of the parties

The relationship between the Parties is that of independent contractors. Nothing contained herein or the Design Fee Estimate shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

section 13.
severability

If any term or provision contained herein is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

section 14.
force majeure

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term contained herein (or Design Fee Estimate) (except for any obligations of the Client to make payments to ABD hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the reasonable control of the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, tsunami, fire, earthquake, or explosion; (c) epidemics, pandemics; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law, or actions; (f) embargoes, or blockades in effect on or after the date of this Agreement; (g) national or regional emergency; (h) strikes, labour stoppages or slowdowns, or other industrial disturbances; (i) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (j) failure of any governmental or public authority to grant a necessary licence or consent; and (k) other similar events beyond the reasonable control of the Impacted Party.

The Impacted Party shall give notice within ten (10) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 14, the other Party may thereafter terminate this Agreement upon ten (10) days' written notice.

Copyright

"ABD" is a trademark of ASHLEY BOTTEN DESIGN INC.

terms + conditions governing offline orders + purchases

These terms and conditions (the “Terms and Conditions”) shall govern all orders placed by, and all items purchased by, a customer (herein referred to as “you” or the “Buyer”) with Ashley Botten Design Inc., c/o/b as “ABD”, (herein referred to as “us”, “ABD”, and the “Seller”) through any manner or medium, including, without limitation, online sales, phone orders or on-site retail sales. By placing an order or purchasing a product with ABD, you agree to abide by these Terms and Conditions. ABD reserves the right to update or modify these Terms and Conditions at any time without prior notice or the consent of Buyer, provided that such changes to no materially impact the nature or scope of the Customer Order. For this reason, we encourage you to review these Terms and Conditions whenever you place an order or purchase products from us.

The accompanying Customer Order and these Terms and Conditions compromises 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.
custom orders

In these Terms and Conditions, a “Custom Order” includes a special, custom or made-to-order product, and a “Buyer’s Representative” includes the Buyer’s architect or designer or other agent, as indicated in the Custom Order, or as the Buyer advises the Seller in writing, once designated the Seller is entitled to rely on the Buyer’s Representative.

(a) Orders

Custom Orders must be submitted with a deposit equal to eighty (80%) per cent of the invoiced amount of the Custom Order, and once submitted, cannot be changed, cancelled or returned by the Buyer, except as specifically noted in these Terms and Conditions. No exceptions will be made. Custom Orders will not be processed by the Seller without receipt by the Seller of the deposit.

Note that Custom Orders may be changed, and are not final, by ABD, until ABD has received the following: (1) 80% deposit; (2) final sign-off on drawings or specifications of the item by the Buyer or the Buyer’s Representative; and (3) confirmation and receipt of (“COM”) customer’s own material by the Buyer or the Buyer’s manufacturer.

(b) Payment

Custom Orders must be submitted with a deposit equal to eighty (80%) percent of the invoiced amount of the Custom Order. The Seller will issue a final invoice to the Buyer for the remaining balance (being the remaining 20% of the invoiced amount of the Custom Order, plus any taxes or fees incurred by the Seller, including shipping), once the Custom Order is complete but prior to delivery. The final invoice must be paid in full prior to delivery and Buyer shall make all payments in Canadian Dollars (Or relevant currency). Should any amounts remaining unpaid following the thirty (30) day period, (a) such balance will be subject to an interest fee of sixteen (16%) percent per annum, or the highest rate permissible under applicable law, calculated and charged monthly; and (b) the Seller will charge storage fees for such Custom Order as set out in Section 5(c) hereof. The Buyer shall be responsible for any and all above-noted storage fees. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise.

(c) Cancellation of Custom Orders

A Custom Order may be cancelled, and any deposit received will be fully refunded, within 24 hours of submitting a Custom Order. Custom Orders may be cancelled, but any deposit paid will be forfeited, after 24 hours and up to 7 days following the order. Custom Orders cannot be cancelled 7 days after submission of the order, and if the Buyer attempts to do so, the Seller may immediately issue the final invoice to the Buyer and full payment will be due and payable within 30 days of receipt.

(d) Return of Custom Orders

Custom Orders may not be returned or exchanged.

section 2.
general payment terms

The Seller accepts all major credit, debit cards, online bill payment options, wire transfers and cheques. However, wire transfers and online bill payments options, are the preferred methods. Orders placed by cheque are subject to wait time associated with bank clearance. Any bank charges associated with wire transfers or online bill payment methods and exchange fees will be billed to the Buyer and shall be the sole responsibility of the Buyer. Product pricing and inventory availability are subject to change without notice, prior to placement of order. The Seller does not offer financing on any of its merchandise.

Credit card payments will be conducted through our third party payment processor, currently STRIPE. STRIPE is fully PCI-DSS compliant.

ABD is not responsible and does not control the actions of STRIPE and is not liable for activities carried on by STRIPE.

section 3.
performance of services

With respect to any services under a Customer Order, the Buyer shall: (i) cooperate with Seller in all matters relating to the services and provide such access to Buyer's premises, and such office accommodation and other facilities as may reasonably be requested by Seller, for the purposes of performing the services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Seller to perform services in accordance with the requirements of the Customer Order; (iii) provide such customer materials or information as Seller may request to carry out the services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the services before the date on which the services are to start.

Seller shall use reasonable efforts to meet any performance dates to render the services specified in the Customer Order, and any such dates shall be estimates only.

section 4.
taxes + duties

All orders are subject to applicable taxes, and any duties, as dependent upon the final destination of the goods. Buyer shall comply with all federal, provincial, state and local regulations, as applicable, and pay fees and taxes associated with any applicable tariffs, duties, customs, border and brokerage fees and or any fees associated with such jurisdiction.

section 5.
shipment

The Seller and its suppliers/manufacturers will make all arrangement with respect to the handling of all order shipments, unless the Buyer specifies in writing their preferred shipping method and is willing to accept any increased costs, and all liability, associated with such shipping method (including relevant insurance for the goods). Any shipments returned to the manufacturer or the Seller as a result of Buyer’s delay, or failure to accept delivery, will require the Buyer to pay additional fees, including, without limitation, storage or other costs handed down by the manufacturer or the Seller. Shipping and handling charges for shipping your order to you will not be credited or refunded. The Seller will make commercially reasonable efforts to provide accurate information including billing and shipping information as well as any special requirements related to the final destination; including certificates of origin, product certification etc., however the Buyer will shall remain responsible for all such costs. Any costs incurred by the Seller as a result of subsequent order or requirement changes made by the Buyer will also be the responsibility of the Buyer and billed accordingly. 

Seller may, in its sole discretion, without liability or penalty, make partial shipments of products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfilment of Buyer's Customer Order.

(a) delivery dates, estimates

All lead times and delivery dates are estimates, and are subject to change without notice, and cannot be used as a reason for cancellation. Seller shall not be liable for any delays, loss, or damage in transit. The Buyer hereby agrees not to hold Seller (or its manufacturers), or any of their parent, subsidiaries, affiliates or other related entities, and their respective, officers, director, employees or agents, responsible for delays beyond the Seller’s reasonable control.

ABD is not liable, and hereby disclaims all liability and the Buyer agrees not to hold ABD responsible for, any delay or failure to deliver caused by labour or transportation difficulties, acts of God, natural disasters, terrorist, failure of sources of supply or other causes beyond our control and such changes will affect the delivery date.

(b) ownership, seller’s lien

A Seller’s lien shall remain on title to all merchandise delivered to a Buyer until all undisputed charges for the order have been paid in full by the Buyer.

(c) storage of custom orders

Once a Custom Order is ready for delivery, the Seller will inform the Buyer by sending to the Buyer a final invoice for the Custom Order.. If the final invoice is not paid within 30 days of the date of the final invoice, delivery of the Custom Order will not be arranged and a monthly storage fee (in addition to any interest charges set out in paragraph 1(b) hereof) will be charged to the Buyer. A monthly storage fee shall be charged to Buyer (a) on merchandise that cannot be delivered as the final invoice payment has not been received; (b) on merchandise not picked up; (c) on merchandise for which delivery is not arranged by the Buyer or (d) on merchandise that Buyer does not accept delivery within thirty (30) days from the date of the final invoice. Should the Buyer not accept delivery within the 30 days from the date of final invoice, the Buyer acknowledges that they by default assume ownership of the goods and all title and risk of loss shall pass to the Buyer, and that the Seller is effectively providing a service of storage only. The goods will however only be released upon full payment of the final invoice.

(d) inspection of goods by buyer upon delivery

The Buyer (or the Buyer’s Representative) is responsible for inspecting the packaging and all delivered items immediately upon receipt (do not wait until installation) for flaws, defects or damage, and indicate on the packaging and/or paperwork from the freight or shipping company that delivered it, if there is any visible damage.

If damage of the packaging or product is detected, the Buyer or the Buyer’s Representative must, within three (3) business days of delivery of the product provide notice in writing to ABD, which notice must: (A) describe the damage to ABD; (b) provide detailed images of the damaged packaging or product; (c) provide copies of any signed POD (Proof of Delivery) by the Buyer or the Buyer’s Representative. Upon receipt of such notice, ABD will assess the issue and reserves the right to remedy the situation as it sees fit, in its sole discretion, including the right to repair, replace or otherwise.

section 6.
warranty disclaimer

Descriptions, representations and other general information concerning the Seller’s products that may be contained in the Seller’s catalogues, website, advertisement, or in other promotional materials or statements or representations made by the Seller or its agents shall not be binding and shall not be part of the limited warranty unless as described in Paragraph 7 below.

No commercial or contract warranties are offered unless otherwise specified in writing herein. The Limited Warranty set out in Section 7, gives you specific legal rights, EXCEPT AS EXPRESSLY STATED THEREIN, TO THE EXTENT PERMITTED BY LAW, ABD EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ITS PRODUCTS OR SERVICES SOLD, INCLUDING BUT NOT LIMITED TO ANY: (1) WARRANTIES OF MERCHANTABILITY; OR (2) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (3) CONDITION OR WARRANTY OF TITLE; OR (4) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, AND ABD SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.

section 7.
limited warranty

Notwithstanding Section 6, but subject to the subsections set out in this Section 7, the Seller warrants that any goods sold by the Seller will be free from any material defects in workmanship and materials for one (1) years from the date of delivery. This warranty does not apply to damage or breakage resulting from misuse, accidents, abuse, neglect, mishandling or reasonable wear and tear resulting from normal use or from not following care instructions, and is subject to the subsections below. This warranty is only valid to the original Buyer, who must retain the original invoice. The warranty provided herein is the sole warranty given by the Seller.

section 8.
claims pursuant to limited warranty

Any warranty claims must be made by the original purchaser, in writing, and must be accompanied by a copy of the original invoice. Claims must be received by ABD prior to the termination of the 2 year limited warranty period. If the Seller, in its sole discretion, determines that a claim is valid, and that the limited warranty applies, in accordance with the provisions said limited warranty, the Seller shall, free of charge and at the Seller’s sole option, repair, replace or reimburse the components of the item(s) to which the claim relates.

Please note the following with regard to various items:

(a) furniture:

Wood and metal finishes may vary in colour, tone and character. While the Seller will make every effort to match a finish, no guarantee can be made for an exact match. Manufacturer does not guarantee finishes against fading and oxidizing. Variation in colour and veining are inherent in stone and wood and considered to be part of the natural beauty.

(b) outdoor furniture:

All wood materials will expand and contract with moisture and temperate change. Over time this may cause slight cracking of the wood. This is a natural occurrence and is not indicative of a failure in manufacture workmanship. Natural teak will weather to silver patina over time when exposed to the elements. Stain finishes will degrade over time and dirt and residue may adhere to the teak unless regularly maintained by washing, sanding, and reapplying stain regularly.

(c) textiles:

Seller does not guarantee fabrics, dyed or natural from fading. The foregoing warranty is in lieu of and excludes all other warranties not expressly set forth herein, whether express, or implied by operation of law or otherwise, including but not limited to any implied warranties of merchantability and fitness. Buyer agrees to allow Seller to operate within the twenty percent (20%) industry variance or as accepted by the Seller.

(d) leather:

Seller does not guarantee leather fabrics from fading. The foregoing warranty is in lieu of and excludes all other warranties not expressly set forth herein, whether express, or implied by operation of law or otherwise, including but not limited to any implied warranties of merchantability and fitness. Variation in colour of the leather is part of its natural beauty. Buyer agrees to allow Seller to operate within the twenty (20) per cent industry variance or as accepted by the Seller.

(e) rugs:

Rugs are completely handmade and size, colour, texture, design, quality and wear ability may vary slightly from samples. The Buyer here by agrees to accept the variation of approximately five (5%) percent, or as stipulated by the Seller, in the specified size and without any representations, express, or implied, with respect thereto.

(f) ceramics:

The Buyer hereby agrees to follow these general guidelines for in its use of any ceramics purchased:

• Avoid contact with heavy or sharp objects.
• Never use side tables as stools.
• Ceramic is fragile by nature and may break when using too much force.
• Ensure ceramic objects are resting on rubber tabs provided with the pieces, or on a soft surface.
• Use a coaster where ever applicable as ceramic surfaces with metallic finishes are sensitive to heat and water.

section 9.
limitation of liability

ABD will not be liable for any damages occurring a result of any breach of these Terms and Conditions resulting from any delay beyond the Seller’s commercially reasonable control, including without limitation, strike lockout, work stoppage, terrorism, act of God, or other delays beyond the Seller’s control.

Note that the Seller accepts no liability for customer supplied fabric or leather on stock or Custom Orders. Buyer shall indemnify and hold the Seller harmless for any damages, injures or losses arising out of, or related, to the use of the Customer Supplied Material or Customer Supplied Leather on a product.

If Seller's performance of its obligations under the Customer Order is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants or employees, Seller shall not be deemed in breach of its obligations under the Customer Order or these Terms and Conditions or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

Other than as set out herein in writing, IN NO EVENT WILL ABD OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO: (A) ANY BREACH OF THESE TERMS AND CONDITIONS (OR CUSTOMER ORDER), WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER OR SELLER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE; AND/OR (B) ANY INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU ON ITS WEBSITE, IN ITS CATALOGUES, OR AT A STORE LOCATION; AND/OR (C) FROM ANY ORDER OR PURCHASE FROM THE SELLER, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR BUSINESS INTERRUPTION. ABD ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF ITS WEBSITE OR CATALOGUES.

Notwithstanding anything to the contrary in these Terms and Conditions, the entire liability of ABD to a Buyer shall be limited to the lesser of (A) the invoiced amount of the product under the applicable Customer Order, or (B) the amount actually received by the Seller on account of the invoiced amount for the product.

The Buyer hereby agrees to fully release and hold the Seller harmless from and against any and all claims, demands, liabilities, losses, costs and expenses, including without limitation a Buyer’s misuse, poor or improper handling or care of the product(s).

section 10.
governing law + choice of forum

The Terms and Conditions are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of laws principles which would result in the application of any other law. You consent and submit to the exclusive jurisdiction of the courts located in the City of Toronto, in the Province of Ontario, Canada in all disputes arising out of or relating to the order or purchase of products by you from ABD or these Terms and Conditions.

section 11.
compliance with law

Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under the Customer Order and as set out herein. Buyer shall comply with all export and import laws of all countries involved in the sale of the goods under the Customer Order or any resale of the goods by Buyer. Buyer assumes all responsibility for shipments of goods requiring any government import clearance. Seller may terminate a Customer Order if any governmental authority imposes antidumping or countervailing duties or any other penalties on goods.

section 12.
termination

In addition to any remedies that may be provided under these Terms and Conditions, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under an invoice; (b) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, liquidation, reorganization, or assignment for the benefit of creditors.

section 13.
waiver

No waiver by Seller of any of the provisions of these Terms and Conditions is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising hereunder operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

section 14.
confidential information  

All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with a Customer Order is confidential, solely for the use of performing the Customer Order and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

section 15.
assignment

Buyer shall not assign any of its rights or delegate any of its obligations under a Customer Order or these Terms and Conditions without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under the Customer Order or these Terms and Conditions.

section 16.
relationship of the parties

The relationship between the parties is that of independent contractors. Nothing contained herein or the Customer Order shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

section 17.
severability

If any term or provision contained herein is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

Copyright

"ABD" is a trademark of ASHLEY BOTTEN DESIGN INC.

terms + conditions: online terms of use

This website (the “Website”) is operated by ASHLEY BOTTEN DESIGN INC. under the brand name "ABD". Throughout the site, the terms “we”, “us” and “our” refer to ABD. ABD offers this website, including all information, tools and services available from this Website to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our Website and/ or purchasing from us, you engage in our “Service” and accept, agree to be bound by and comply with the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Website, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our Website. By accessing or using any part of the Website, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions herein, then you may not access the Website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right in our sole discretion to update, revise, change or replace any part of these Terms of Service from time to time by posting updates and/or changes to our Website. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Website following the posting of any changes constitutes acceptance of those changes.

By using this Website, you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with ABD and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Our store is hosted on WooCommerce. They provide us with the online e-commerce platform that allows us to sell our products and services to you. Note, you may also be subject to any terms and conditions of WooCommerce. while using the Website. 

section 1.
online store terms

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.

section 2.
general conditions

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Website through which the service is provided, without express written permission by us.

The headings used in these Terms of Service are included for convenience only and will not limit or otherwise affect these Terms.

section 3.
accuracy, completeness + timeliness of information

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this Website is at your own risk.

This Website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this Website at any time, but we have no obligation to update any information on our Website. You agree that it is your responsibility to monitor changes to our Website.

The information and material on this Website may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.

section 4.
modifications to the service + prices

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

section 5.
products or services

Certain products or Services may be available exclusively online through the Website. These products or Services may have limited quantities and are subject to return or exchange only according to our Return Policy, (the "Return Policy").

We have made every effort to display as accurately as possible the colours and images of our products that appear at our store. We cannot guarantee that your computer monitor's display of any colour will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products and/or product pricing are subject to change at anytime without notice, at the sole discretion of ABD. We reserve the right to discontinue any product or Service at any time. Any offer for any product or Service made on this Website is void where prohibited.

Any products, Services, information or other material purchased, obtained or accessed through this Website are provided on an "as is" and "as available" basis, without any warranties or conditions of any kind, either express or implied including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

section 6.
accuracy of billing + account information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made though ABD. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

section 7.
user comments, feedback + other submissions

If, at our request, you send certain specific submissions (for example contest entries), or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

None of the comments you submit to the Website and/oror ABD will be subject to any confidentiality by ABD. By providing any comments, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any comments.

By submitting the comments, you declare and warrant that you own or have the necessary rights to submit the comments and have the right to grant the licence hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns to the comments and comply with these Terms. You represent and warrant that all comments comply with applicable laws and regulations and the terms and conditions set out herein.

You understand and agree that you, not ABD nor ABD’s parent, subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors, are fully responsible for any comments you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any comments submitted by you or any other user of the Website.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws. 

YOU WAIVE AND HOLD HARMLESS ABD AND ITS SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY ABD AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER ABD OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

section 8.
personal information

Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.

section 9.
errors, inaccuracies + omissions

Occasionally there may be information on our Website or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

Although we make reasonable efforts to update the information on our Website, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Website is accurate, complete, or up to date. This Website may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by ABD, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of ABD. Neither ABD nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

section 10.
prohibited uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Website or its content or Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Website or Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Website or Service or any related website for violating any of the prohibited uses.

section 11.
intellectual property + ownership

You understand and agree that the Website and its entire contents, features, and functionality, including, but not limited to, all information, Services, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by ABD, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

ABD name, logo, and all related names, product and service names, designs, images, and slogans are trademarks of ABD or its affiliates or licensors. You must not use such marks without the prior written permission of ABD. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You may only use the Website for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except: (a) your computer and browser may temporarily store or cache copies of materials being accessed and viewed; (b) a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever; (c) in the event social media platforms are linked to certain content on our Website, you may take such actions as our Website and such third-party social media platforms permit.

Users are not permitted to modify copies of any materials from this Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.Section 12 - Disclaimer Of Warranties; Limitation Of Liability

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER ABD NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER ABD NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL ABD NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.

section 13.
indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend and hold harmless ABD, its parent, subsidiaries, affiliates, and their respective partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees), made by any third-party due to or arising out of or relating to: (i) your breach of these Terms of Service or the documents they incorporate by reference, (ii) your use of the Website or Services, including, but not limited to, your user submissions, third-party sites, any use of the Website's content, Services, and products other than as expressly authorized in these Terms of Service, or (iii) your violation of any law or the rights of a third-party. 

section 14.
severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

section 15.
termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our Website.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

section 16.
entire agreement

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Website or Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

section 17.
changes to terms of service

You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

section 18.
governing law + choice of forum

The Website and these Terms of Service will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.

Any action or proceeding arising out of or relating to this Website, Service and under these Terms of Service will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

section 19.
contact Information

All notices of copyright infringement claims should be sent to the email address below.

Should you become aware of misuse of the Website including libelous or defamatory conduct, you must report it to ABD at the email address below.

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to the email address below.

Questions about the Terms of Service should be sent to us at theshop@ashleybottendesign.com