Terms of engagement · SophistiKacen

Who is who

"I", "me" and "SophistiKacen" mean Dan Kacen, a sole proprietor operating as SophistiKacen, London, Ontario, Canada (Ontario Business Identification Number 1001764136, registered 2026-10-01). "You" means the person or organisation named on the quote. If a hospital, university, department, association or company places the order, "you" means that organisation, and it confirms that the presenting physician is authorised to work with me under these terms. "The presenter" is the physician or speaker who will deliver the presentation; when a physician orders directly, you and the presenter are the same person. "Engagement" means one quote and the work under it.

1. What I do

Presentation design for physicians and other expert speakers: structure, visual design, layout, typography, tables and figures, data visualisation, speaker flow, and turning dense text into visuals. I do not write, check or verify clinical or scientific content. I do not give medical, legal or regulatory advice, and I do not accredit or certify anything. You are the author of record of every deck I work on.

2. Packages

Four packages, described on my pricing page and confirmed in your written quote:

Focused. Your existing deck, cleaned up: consistent typography and colour, cleaned tables, figures and images, aligned layouts. Structure and wording untouched.
Detailed. A complete redesign: a structure pass, full visual redesign, redrawn diagrams and tables, dense text turned into visuals (clause 10), two revision rounds.
Comprehensive. Everything in Detailed, plus a narrative rebuild with you on one working call, custom figures and data visualisations, a speaker-notes and timing pass, one rehearsal review, and unlimited minor revisions until your talk.
Consult. Anything outside those three: posters, templates, department retainers, a talk in another format, a deadline that breaks the rules. Scoped and priced individually.

Price, currency, slide limit, turnaround, first-pass date, revision rounds included, rush surcharge, extra-slide rate and how image-led slides are counted are all set in the quote. If the quote and the website differ, the quote governs. Prices are in Canadian dollars unless the quote says otherwise.

3. How an engagement runs

(a) You write to me. I reply with a quote and a link to your private shared folder (clause 11).
(b) You accept the quote (clause 20) and pay the deposit. The clock starts on the later of: deposit received, and your complete inputs (clause 7) in the folder.
(c) First pass: a few redesigned slides that set the direction, delivered within the window in your quote. You reply in a line or on a 15-minute call.
(d) Full pass, then the revision rounds in your package.
(e) Delivery: final files placed in your folder, and the balance invoiced.

4. Revisions

A revision round is one consolidated set of comments from you on the whole deck, answered by one updated version. Comments from several people sent together count as one round; sent separately, they count separately. "Minor revisions" (Comprehensive) means changes inside the agreed structure and content: wording, ordering, emphasis, corrections, formatting. New sections, a new talk, a change of conference template or venue after the first pass, or substantial content supplied after the first pass are scope changes; I quote them before doing them. Extra rounds and extra slides are charged at the rates in your quote.

5. Turnaround and rush

Turnaround is counted in Ontario business days from the start under clause 3(b). Days I am waiting for your answers, files or approvals do not count. Rush means a turnaround shorter than the package standard (typically 48 hours, Focused and Detailed only), at the surcharge in the quote; a rush date is confirmed only when I reply in writing that I can hold it. If I am going to miss a date for reasons within my control, I tell you as soon as I know. If the deck cannot be ready in time for your talk for reasons within my control, you may keep the work done so far and pay nothing further, or return it and have your deposit refunded. That is your remedy for a missed date.

6. Price and payment

Deposit. 50% of the quoted price to start; the balance is invoiced when the final files are delivered and is due on receipt.
Institutions. Hospitals, universities, associations and companies that need a purchase order: the balance is due 15 days from the invoice date (net 15). Where an institution cannot prepay, a signed purchase order can replace the deposit at my discretion.
Taxes. HST is not charged: SophistiKacen is a small supplier under s.148 of the Excise Tax Act (Canada). If that changes, HST (or GST) is added at the rate for your province and my registration number appears on the invoice. Clients outside Canada: no Canadian tax is charged when you confirm in writing that you are not resident in Canada; the quote is net of any tax, duty or withholding imposed by your country. If your bank or tax authority requires a deduction at source, you pay the amount needed for me to receive the quoted price unless the quote says otherwise, and I supply the residency paperwork your payer asks for (for example a US Form W-8BEN or a CRA certificate of residency).
How to pay. Interac e-Transfer or bank transfer in Canada; bank transfer or card for international clients, as stated on the invoice. Transfer and card fees are yours.
Late payment. Overdue amounts bear interest at 1.5% per month, which is 19.56% per year. I may pause work while an invoice is overdue.
Until the balance is paid, the final files are licensed to you for review only (clause 14).
Cancellation. If you cancel before I start, the deposit is refunded in full. If you cancel after I start, the deposit is retained and any work beyond its value is billed pro rata, capped at the quoted price.

7. What you provide

Your current deck (PowerPoint, Keynote or PDF), speaker notes, abstract, any template your institution or conference requires, brand rules if any, a single point of contact, and answers to my questions within two business days. Turnaround depends on this; late inputs move the dates.

8. Patient information: de-identified by default, and your responsibility

8.1 Send de-identified material only. I do not need patient identifiers to design a presentation. Before uploading anything, remove: names and initials; medical record, health card, accession and study numbers; all dates linked to a patient (birth, exam, admission, procedure) other than the year; ages over 89; addresses, postal codes and other locations below province or state; faces, full-body photographs, tattoos and other distinguishing marks; burned-in annotations, DICOM headers, screen captures of records systems and institutional overlays that identify a patient; any case narrative rare enough to identify someone by combination; and image metadata. Clients in the United States: remove all 18 identifiers listed in the HIPAA safe-harbour rule (45 CFR 164.514(b)(2)).

8.2 Your sole responsibility. You are solely responsible for the compliance of patient information, and of any other personal information, in the material you give me and in the files I deliver back to you. That includes: obtaining the patient consents and institutional authorisations your custodian and your rules require; deciding what may leave your institution and reach an outside designer; checking every delivered file before it is presented, recorded, published, uploaded or shared; and meeting the laws and policies that apply to you (in Ontario, PHIPA; in Canada, PIPEDA; in the United States, HIPAA; in the EU and UK, GDPR; and your hospital's, conference's and journal's rules). I do not verify de-identification, and my delivering a file is not a confirmation that it is compliant.

8.3 What I do if I notice identifiers. If I see what looks like identifiable patient information in what you send, I stop work on that item; I do not forward it, share it, screenshot it or put it into any AI tool; and I tell you the same business day. Where I can remove an identifier without changing the clinical content (cropping a name band, masking a date, deleting a header), I do so and list what I removed in my delivery message. Otherwise I either delete the item and ask for a de-identified version, or, at your written request, continue with it under clause 8.4. This is a courtesy check, not a review service: my not noticing something does not move responsibility under clause 8.2.

8.4 If identifiable information reaches me anyway (Ontario custodians). If you are, or act for, a health information custodian under Ontario's Personal Health Information Protection Act, 2004 and identifiable personal health information reaches me for your purposes, I act as your agent under s.17 of that Act: I use it only for this engagement and only as you permit; I keep it in your private folder and my local working copy and nowhere else; and I notify you at the first reasonable opportunity if it is stolen, lost, or used or disclosed without authority. You handle any notification to patients and to the Information and Privacy Commissioner. You confirm that you have the custodian's authority to disclose the material to me.

8.5 What this clause does not do. Nothing in these terms removes or reduces any duty the law places directly on me as an agent or as a business handling personal information. Clauses 8, 16 and 17 allocate responsibility and cost between you and me. They do not disclaim the law.

8.6 Clients outside Ontario. United States: I do not sign Business Associate Agreements and I am not set up to receive protected health information; send safe-harbour de-identified material only. EU and UK: send no special-category personal data; I do not act as a processor of patient data. Any client: if your institution requires a vendor, data-processing or confidentiality agreement of its own, send it before the deposit and I will tell you within two business days whether I can sign it. Unless I sign it, these terms and my Privacy and Data Handling Commitment are the whole of my data-handling obligations to you.

9. Your content, your responsibility

You confirm that you have the right to use every image, figure, dataset, logo, font and quotation in the deck; that the scientific content is accurate and balanced; and that the deck meets the rules of the conference, CPD provider, journal or institution it is for. I flag anything that looks off; I do not rewrite clinical claims. My suggestions on structure, emphasis and wording are suggestions you accept or reject; what you present is your decision.

10. Text to visuals: how your wording is protected

In Detailed and Comprehensive I turn dense text into visuals and sometimes tighten wording. The message and the point are never meant to change, and every original sentence stays recoverable in two places: the speaker notes of the slide it came from, and a "source text" appendix at the end of the deck. You check the result: before presenting, you confirm that the visual version says what you meant. You can switch this off with one line in your reply to the quote or at any time during the engagement, in which case I keep your wording exactly. The appendix is for your verification; delete it before presenting if you prefer. In Focused, wording is never changed.

11. Files: how they move and where they live

One private folder per client. I create a folder on the SophistiKacen drive named for the email address you wrote from, shared with that address only, with link sharing off. Everything moves through it in both directions. Email attachments are not the route; if one arrives, I move it to your folder and delete the mailbox copy. If you want a colleague added, tell me in writing and I add that address to the same folder.
Who touches your files. I work on local copies on my own equipment. No one else works on your files unless you agree in writing, and then only under the same commitments, in writing.
No public AI tools. I do not upload your slides, images, text or notes to public or consumer AI tools, online converters, or any service that could keep or learn from them. Identifiable patient information never goes into any AI tool of any kind.
Deletion on request, same day. Ask, and I delete the source files, working files, exports and everything in your folder the same day, empty the trash, and confirm by email. Otherwise the folder stays available to you. I keep only the accepted quote, these terms, invoices and our correspondence, which tax law requires me to hold for six years, and nothing from inside your deck unless you ask me to keep it.

12. Confidentiality

I keep confidential everything you send me, everything I make for you, unpublished data and results, embargoes, and the fact and subject of the engagement itself, during and after the work. Exceptions: information already public through no fault of mine; disclosure required by law (I tell you first where the law allows); and disclosure you approve in writing. You keep my quotes, pricing and any unreleased template or component confidential. This clause survives the end of the engagement.

13. If something goes wrong with your files

If material you sent me is lost, stolen, misdirected or exposed, I tell you at the first reasonable opportunity, with what happened, when, what was involved and what I have done about it, and I cooperate with any notification you have to make. Decisions about notifying patients, your institution or a regulator about material you supplied are yours.

14. Ownership

Your content stays yours throughout: text, data, figures, images, logos and everything else you supply.
On full payment, the deliverables become yours. I assign to you the copyright in the final deliverables I created for you, and I waive my moral rights in them in favour of you and anyone you authorise, so you can edit, present, record, publish and reuse them freely, with or without credit to me.
Until full payment, you have a licence to review the deliverables, not to present or publish them.
What I keep. My pre-existing and reusable materials (templates, layouts, components, icon sets, methods, and any generic element not specific to your content) remain mine. You have a perpetual, royalty-free licence to use them as they appear inside your deliverables and in your later edits of those deliverables. I may reuse them for other clients; I never reuse your content.
Third-party assets (fonts, stock images, icons) are used under their own licences, which I list on delivery. Staying inside those licences after delivery is your responsibility; some fonts are embedded for viewing only.
Signature. Your acceptance and my confirmation under clause 20 are the signed writing for this assignment and waiver.

15. Portfolio and credit

Nothing from your engagement appears in my portfolio, on my website, in proposals or on social media without your written consent to the specific images, given after you have seen them. Any patient imagery is replaced by placeholders and metadata is stripped. Your name, specialty and institution appear only if you approve them. You may withdraw consent at any time for future use. I do not put a credit on your slides unless you ask for one.

16. Limits on my liability

My total liability to you for everything arising from or connected with an engagement, whether in contract, negligence or other tort, under statute or otherwise, is capped at the fees you have paid me for that engagement.
I am not liable for indirect or consequential loss of any kind, including lost income, lost honoraria, lost opportunities, harm to reputation, lost data, or the cost of notifying patients, institutions or regulators, however caused and even if foreseeable.
I am not liable for: content you supplied or approved; patient identifiers in material you sent; how the deliverables are used after delivery; changes made by you or others after delivery; your missing a deadline because your inputs or answers were late; or failures of third-party services outside my control.
Nothing in these terms limits any liability that the law does not allow to be limited, or liability for fraud or deliberate wrongdoing.

17. Your indemnity for patient-information claims

You will compensate me (indemnify me) for losses, damages, costs, penalties and reasonable legal fees I incur from any claim, complaint, investigation or proceeding brought by a patient, an institution, a regulator or anyone else, to the extent it arises from: (a) patient information or other personal information contained in material you supplied or approved; (b) your not having a consent or authorisation you needed; (c) your use of the delivered files; or (d) your breach of clause 8 or clause 9. This indemnity does not cover loss to the extent it was caused by my breach of clauses 11 to 13. We each tell the other promptly of any such claim; you may control the defence of a claim you are indemnifying, with my cooperation, and neither of us admits liability on the other's behalf without written consent.

18. Independence and sponsorship

This engagement is paid for by you or your department or academic fund, not by a commercial sponsor. If a company will fund design work for an accredited CPD talk, tell me before we start so the support can be disclosed correctly under the National Standard for Support of Accredited CPD Activities. I accept no payment from industry in connection with your talk.

19. Ending an engagement

Either of us may end an engagement by written notice. You pay for work done to the date of notice under clause 6. I may pause or end an engagement if identifiable patient information keeps arriving after I have asked for de-identified material, if I am asked to do something unlawful, if an invoice is overdue, or if the working relationship breaks down. If I cannot continue for reasons outside my control (illness, emergency, outage), I tell you at once, hand over the work done so far, and refund the part of the deposit not earned; that is the full remedy in that case.

20. Accepting these terms

You accept these terms, and the quote they attach to, by any of: replying "agreed" (or words to that effect) by email; e-signing the quote; or paying the deposit. Each of these forms a binding agreement under Ontario's Electronic Commerce Act, 2000. The version of these terms in force on the date you accept a quote applies to that engagement. Changes to an engagement are made in writing (email is fine). The quote, these terms and my Privacy and Data Handling Commitment are the whole agreement; if you send a purchase order with its own terms, these terms prevail unless I sign yours. If any part of these terms is found unenforceable, the rest still applies. Clauses 8, 12 to 17 and 21 survive the end of an engagement. Neither of us may transfer the agreement without the other's written consent. Notices go by email to the addresses we use for the engagement.

21. Governing law and disputes

These terms are governed by the laws of Ontario and the federal laws of Canada that apply there, and the courts of Ontario have exclusive jurisdiction. Before either of us starts a proceeding, we talk: a good-faith conversation within 30 days of one of us raising the issue in writing. If you are buying as a consumer rather than for professional purposes, nothing here reduces a right consumer protection law gives you that cannot be waived.

22. Contact

Dan Kacen, SophistiKacen, London, Ontario, Canada. [email protected].