Canvas LMS customisations and integrations

This term sheet is the first contracting document issued to a potential client, and aligns both parties on scope, UAT, warranty, change control and fees before formal contracting begins. The terms address issues including unclear acceptance criteria, scope drift, dependency bottlenecks within client teams, and disruption from Instructure platform updates. A Services Agreement and, where relevant, a Service Level Agreement follow and prevail over this document in the event of inconsistency. Use it at the start of any Canvas LMS customisations and integrations engagement, and adapt the placeholder fields to reflect the specific client, project and Curio entity.

Scope and methodology

Scope of services

Curio will provide Canvas LMS customisations and integrations services in line with its standard methodology, comprising five phases:

• Discovery and design brief

• Template and component design

• Development and integration

• Testing, UAT and deployment

• Handover, training and warranty support

The detailed scope, deliverables, milestones and acceptance criteria for each phase will be set out in the Statement of Work attached to the Services Agreement.

Standards

All deliverables will be developed to:

• WCAG 2.2 AA accessibility compliance

• Curio's modular code standards for reusability and maintenance

• Cross-browser and mobile responsive performance, tested on the latest two versions of Chrome, Edge, Safari and Firefox at the date of delivery

Out of scope

Unless expressly included in the Statement of Work, the following are out of scope and will be quoted separately:

• Content authoring or instructional design within courses

• Migration of historical course content

• Integration with third-party tools, plugins or LTI applications not nominated at contract

• Customisations required as a result of Instructure platform updates released after the date of UAT acceptance

• Training of end users beyond the agreed administrator and instructor cohort

• Translation or localisation

Roles and responsibilities

Curio responsibilities

• Deliver the services with due care, skill and diligence, using suitably qualified personnel

• Provide a named project lead and an agreed governance cadence

• Maintain a single shared issue log throughout development, UAT and warranty

• Notify the Client promptly of any risk to scope, timeline or budget

Client responsibilities

• Provide timely access to the Client's Canvas environment, brand assets, content and stakeholders

• Nominate a single empowered project owner authorised to provide approvals and sign-offs

• Make the Client's central Canvas administrator team available within agreed service levels for staging deployments and configuration changes

• Provide consolidated written feedback within agreed review windows

• Resource and run UAT in accordance with the UAT plan agreed at the start of Phase 4

• Approve and sign Variations promptly where required to maintain timeline

Governance

Both parties will appoint a Project Director. Disputes will be escalated first to the Project Directors and, if unresolved within ten (10) business days, to a nominated executive sponsor on each side before any formal dispute resolution.

User Acceptance Testing and acceptance

UAT plan	Curio and the Client will agree a written UAT plan at the start of Phase 4. The plan will define test scope, test cases, the UAT environment, defect categorisation, the issue logging tool (Userback by default), the responsible testers and the UAT window.
UAT window	The UAT window will be fifteen (15) business days from delivery of the build to the agreed UAT environment, unless a different window is set out in the Statement of Work.
Defect categories	• Critical: prevents Go-Live or core learner journey • Major: significant functional or visual issue with no reasonable workaround • Minor: limited impact, workaround available • Cosmetic: presentation only, no functional impact Curio will resolve Critical and Major defects identified within the UAT window at no additional cost. Minor and Cosmetic defects will be resolved on a reasonable endeavours basis or carried into the warranty period.
Acceptance	UAT acceptance occurs on the earlier of: • Written confirmation of acceptance from the Client • Resolution of all Critical and Major defects logged within the UAT window • Deemed acceptance, where the Client neither rejects in writing with a categorised defect list nor commences live use within ten (10) business days of the close of the UAT window Items raised after the close of the UAT window will be treated as enhancements and managed under Change Control.

Warranty and post-Go-Live support

Warranty period	Curio warrants that the deliverables will materially conform to the agreed specifications for thirty (30) days from the earlier of: • UAT acceptance • Go-Live date During the warranty period, Curio will correct material defects attributable to its work at no additional cost.
Warranty exclusions	The warranty does not apply where the issue arises from: • Misuse, unauthorised modification or configuration changes by the Client or a third party • Updates, releases or behaviour changes made by Instructure or other third-party platform providers after UAT acceptance • Integration with third-party tools, plugins or services not supplied or configured by Curio under this engagement • Use of the deliverables outside the agreed specifications or documentation
Platform change protocol	Where an Instructure platform update affects the deliverables during or after the warranty period, Curio will: • Notify the Client of the impact within ten (10) business days of becoming aware • Provide an indicative effort estimate for any required remediation Remediation work is out of scope of the original engagement and will be quoted under Section 7 or covered by an active Support Retainer.
Support options	Two ongoing support options are available from Go-Live, to be elected by the Client at contract: • Time and materials: ad hoc support charged at the rates set out in Section 7 • Support Retainer: a monthly retainer covering an agreed envelope of hours for break-fix, platform compatibility, minor enhancements and admin support, with a target response time and resolution time set out in the SLA Where the Client elects no ongoing support, Curio will not be obliged to maintain the deliverables beyond the warranty period.

6. Change control and project drift

Change requests	Either party may request a change to scope, timeline or specification. All requests must be submitted in writing. Curio will respond within five (5) business days indicating whether the change is acceptable as proposed, acceptable subject to a Variation, or not feasible.
Variations	Approved changes will be documented in a written Variation specifying the revised scope, fees, timeline and acceptance criteria. No change is effective until both parties countersign the Variation. Until then, Curio will continue to deliver against the existing scope.
Drift trigger	Where the Client's feedback during any single review cycle introduces requirements not present in the agreed specification, and this occurs across two or more consecutive cycles, Curio may require the Client to confirm the additional requirements via a Variation before further work is undertaken.
Client-caused delay	If the Client fails to meet a dependency, review window or sign-off point set out in the Statement of Work and the delay exceeds ten (10) business days, Curio may: • Re-baseline the project schedule • Charge a standby fee at the rates set out in Section 7 for personnel held on the engagement • Suspend the services until the dependency is met
Long-stop date	If the project remains open more than three (3) months past the originally agreed Go-Live date, and the delay is not the subject of an executed Variation, Curio may: • Issue a closure notice giving the Client thirty (30) days to confirm acceptance or initiate a Variation • Treat the deliverables as accepted as delivered on expiry of that notice, and proceed to invoice any outstanding amounts

7. Fees, expenses and payment

Engagement fee	The engagement will be priced on a fixed-fee basis as set out in the Statement of Work, excluding VAT, GST or other applicable taxes.
Payment schedule	Indicative payment schedule (to be confirmed in the Statement of Work): • 30 per cent on contract execution • 40 per cent on UAT commencement • 30 per cent on Go-Live or deemed acceptance Invoices are payable within thirty (30) days of receipt.
Out-of-scope rates	Out-of-scope work, Variations charged on a time and materials basis, standby fees and post-warranty support are charged at the rates set out in the Statement of Work. Rates may be reviewed annually with not less than sixty (60) days written notice.
Expenses	Pre-approved travel and out-of-pocket expenses are charged at cost.
Late payment	Where any undisputed invoice is more than thirty (30) days overdue, Curio may suspend services on written notice and recover reasonable costs of recovery.

8. Intellectual property, confidentiality and data

Client materials	The Client retains all rights in content, brand assets and information it provides to Curio for the engagement.
Client deliverables	The Client owns the final templates, layouts, branding, imagery and configurations developed specifically for the Client and implemented in the Client's Canvas environment, excluding Curio Background IP and Curio Developed IP.
Curio IP	Curio retains ownership of: • Background IP including its proprietary software, frameworks, methodologies, code libraries, templates and know-how developed prior to or independently of the engagement • Developed IP comprising enhancements, modifications and derivative works of Curio Background IP created during the engagement Where Client deliverables incorporate Curio IP, Curio grants the Client a perpetual, irrevocable, royalty-free, worldwide, non-exclusive licence to use, reproduce and adapt that IP as embedded in the deliverables.
Confidentiality	Each party will protect the other's confidential information with no less care than it applies to its own, will use it only for the purposes of the engagement, and will return or destroy it on request after the engagement ends.
Data and privacy	Curio does not require access to learner personal data to deliver Canvas LMS customisations and integrations. Where access becomes necessary, the parties will execute a separate Data Processing Agreement before any processing occurs. The Client retains responsibility for the legality, quality and compliance of its data, including under UK GDPR or applicable equivalent.
Canvas Licence access	The Client will provide Curio with temporary access to its Canvas environment solely to perform the services. Access will be revoked at the end of the engagement. Curio's access does not transfer any right, title or interest in the Client's Canvas Licence.

9. Liability, term and termination

Liability cap	Subject to the carve-outs below, each party's aggregate liability under the engagement is capped at the fees paid or payable, excluding tax and pass-through costs.
Excluded loss	Neither party is liable for indirect, consequential or special loss, or for loss of profit, revenue, goodwill, business opportunity or anticipated savings, however arising.
Term	The engagement commences on contract execution and ends on the later of warranty expiry or completion of any agreed Support Retainer term.
Termination for cause	Either party may terminate on written notice if the other: • Materially breaches the agreement and fails to remedy within forty-five (45) days of written notice • Becomes insolvent or enters analogous proceedings
Termination for convenience	The Client may terminate for convenience on thirty (30) days' written notice. On termination, the Client will pay Curio for all services delivered up to the termination date and reasonable demobilisation costs.

10. Other terms

Subcontracting	Curio may use affiliates and subcontractors to deliver the services and remains responsible for their performance. Where a subcontractor will access Client confidential information or systems, Curio will obtain prior written consent from the Client.
Marketing	Subject to the Client's written consent, Curio may reference the engagement and use the Client's name and logo in marketing materials and case studies.
Governing law	Is the law in which the Curio entity resides unless agreed.
Status	This term sheet is non-binding except for the Confidentiality and Costs clauses, and is subject to the execution of a full Services Agreement and, where applicable, a Service Level Agreement.