Title of the Goods shall not pass to the Client until The Marketing Company has been paid in full for the Goods. For each project, CLIENT will receive a Estimate/Terms outlining the project specifications and our proposed scope of services. Each Estimate/Terms will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses. CLIENT approval of the Estimate/Terms (written or oral) will incorporate these terms/conditions therein as if same were repeated therein and shall constitute the agreement between us.
CLIENT agrees to pay SERVICES PROVIDER in accordance with the terms specified in each Estimate/Terms. CLIENT must submit a deposit for the estimated project before work can begin. Exact deposit percentage will be determined and in writing on the Estimate/Terms. Unless otherwise specified, all subsequent balances due are payable upon final project approval. Interest on past due balances is 18% per annum or 1.5% per month. We reserve the right to refuse completion or delivery of work until past due balances are paid. Deposit is non-refundable if work on the project had commenced by the SERVICES PROVIDER. Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, colour printouts, laminating, illustrations, separations, shipping and handling or courier service. Expenses are itemized on each invoice.CLIENT agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, service mark, copyright and patent infringement clearances. CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.It is the CLIENT’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. SERVICES PROVIDER is not liable for errors or omissions in client provided content, unless the SERVICES PROVIDER committed the error/omission. Your signature or that of your authorized representative is required on all mechanicals or artwork prior to release for development, printing or other implementation
PROPERTY AND SUPPLIER’S PERFORMANCE
SERVICES PROVIDER will take all reasonable precautions to safeguard the property you entrust to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. Although we may use our best efforts to guard against any loss to you through the failure of our venndors, media, or others to perform in accordance with their commitments, SERVICES PROVIDER is not responsible for failure on their part. If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. If at all possible, we will attempt to do so, but we cannot in anyway be held responsible for quality, price, performance or delivery.Until such time as the project has been paid for in full, SERVICES PROVIDER retains full ownership of all design, artwork and intellectual property contained therein. Upon cancellation of a project the SERVICES PROVIDER will hand over all materials created up to that point, but does reserve the right to withhold said materials until the account balance is cleared. Once a project has been delivered by us and is fully paid for by CLIENT, SERVICES PROVIDER will assign to CLIENT all reproduction rights of SERVICES PROVIDER in and to the design/artwork. Such assignment to CLIENT shall be subject to the retained rights of others in and to all art work incorporated therein, including but not limited to photography and or illustration created by independent photographers or illustrators retained by SERVICES PROVIDER, or purchased from a stock agency on your behalf. We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, firm news letter, brochures, slide presentations and similar media. We agree to store mechanical boards and computer disks for a period of six (6) months beyond the delivery of a job. Thereupon, we reserve the right to discard them. While the SERVICES PROVIDER gives full usage rights to the CLIENT for any design elements or code produced for the CLIENT’s project, the SERVICES PROVIDER retains rights to re-use portions of any produced code or design for use in other projects for the CLIENT or other clients of the SERVICES PROVIDER. SERVICES PROVIDER holds right to include a design/code credit and link in the footer of CLIENT’S web materials, unless otherwise discussed with the CLIENT prior to project completion.
TERM AND TERMINATION
The term of this agreement will continue for work in progress until terminated by either of us upon thirty (30) days written notice. If you should direct us at any time to cancel, terminate or “put on hold” any previously authorized purchase, we will promptly do so, provided you hold us harmless for any cost incurred as a result. Upon termination of this agreement, SERVICES PROVIDER will transfer to CLIENT all your property and materials in our control and for which you have paid. CLIENT will indemnify and hold SERVICES PROVIDER harmless for any loss or expense (including lawyers fees), and agrees to defend SERVICES PROVIDER in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertations made against CLIENT and any of its products and services arising from the publication of materials that we prepare and you approve before publication. The full balance of any project is due within four weeks of the beginning of the project, irregardless of the state of the project, or if the client requests the project to be put on hold. If the client delays the project’s completion by not being responsive to approval requests, making decisions or offering feedback, either intentionally or unintentionally, then the CLIENT implicitly authorizes the SERVICES PROVIDER to collect payment for the outstanding balance of the project within two weeks of the last correspondence with the SERVICES PROVIDER, unless the CLIENT instructs the SERVICES PROVIDER that they will be unavailable for a given period of time. Acceptance of this estimate is required in order to process the order.
PROJECT CHANGE REQUESTS
Scope, functionality or major design change requests that are beyond the initial specification are billed at additional costs to the initial estimate. Upon CLIENT approval of design work, development or production work will begin, at which time, any change requests impacting design are billed at additional costs to the initial estimate. The CLIENT will be provided an estimate for the added costs in a timely manner, and will be required to sign and pay in full, prior to any work on the changes proceeding. Depending on the requested changes, this may significantly impact the project and thereby extend timelines and delay the project as time for completion of said changes will have to be calendared in, this is understood by the CLIENT and the SERVICES PROVIDER. CLIENT will also be required to provide 100% of the cost of the estimated changes. This will be specified in writing by the SERVICES PROVIDER prior to CLIENT signing.
Production schedules will be established and adhered to by both CLIENT and the SERVICES PROVIDER, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the CLIENT or the SERVICES PROVIDER. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly.
HOURS OF OPERATION
The regular business hours for the SERVICES PROVIDER are from Monday to Friday, 8AM to 4PM. Any contact by the CLIENT outside of regular business hours will be responded by the next official business day by the SERVICES PROVIDER. All emails, feedback or requests by the CLIENT will be reviewed and responded by the SERVICES PROVIDER within a 24-48 hour time span.
In consideration of the acceptance of these terms and conditions by SERVICES PROVID¬ER, the GUARANTOR named below does hereby guarantee unto SERVICES PROVIDER, its heirs, legal representatives, successors and assigns, unconditionally and absolutely, the due performance and observance by CLIENT of all obligations on the part of CLIENT to be performed and observed under the proposal/estimate and these terms and conditions, without limitation, payment of all amounts due. Any extension for payments due or any renewals granted by SERVICES PROVIDER, or any extensions of time for the performance of any agreements or other indulgence which may be granted by SERVICES PROVIDER, its successors and assigns, shall not release GUARANTOR from its liability hereunder. If these terms and conditions are modified in any respect by agreement between SERVICES PROVIDER and CLIENT, the obligations of GUARANTOR hereunder shall extend and apply with respect to the full and faithful performance and observance of all of the covenants, terms and conditions as modified, with or without the consent of GUARANTOR and this guarantee shall remain in effect and the GUARANTOR shall remain liable under this Guaranty. GUARANTOR further agrees that it shall not assert as a defence to enforcement of this guaranty any matter which would otherwise work a legal or equitable discharge of a surety or GUARANTOR. All settlements, compromises, compositions and agreed balances made in good faith between SERVICES PROVIDER and CLIENT shall be binding on GUARANTOR.
This agreement is our entire understanding and may not be modified in any respect except in an executed agreement. If we must retain lawyers to collect our invoices CLIENT agrees to pay to SERVICES PROVIDER any charges incurred by SERVICES PROVIDER in causing CLIENT to comply with the terms of the proposal and these terms and conditions. This includes reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law. These charges shall be payable upon demand. Notes Installation, shipping and taxes extra
All of our clients records are considered confidential. Strategies, documents, graphic concepts, proposals and related materials are not considered public information. Design work for completed projects may be displayed only as examples of work either on our web site or in printed form.
Personal information and other data we collect
What we do with the information we gather
We require this information to understand your needs and provide you with a better service and in particular for the following reasons:
- Internal record keeping.
- We may use the information to improve our products and services.
- We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided.
- From time to time, we may also use your information to contact you for market research purposes.
- We will never sell your information or communicate anything about your company to another client.
We are committed to ensuring that your information is secure. In order to prevent unauthorized access or disclosure we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect.
We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law. We may use your personal information to send you promotional information about third parties which we think you may find interesting if you tell us that you wish this to happen. If you believe that any information we are holding on you is incorrect to incomplete, please write to or email us as soon as possible at the above address. We will promptly correct any information found to be incorrect.
Our registration forms always enable you to “opt-out” from receiving e-mail from us unless specifically requested. We may also use personal information for auditing, research and analysis to operate and improve our marketing technologies and services. We may also share information with third parties in limited circumstances, including when complying with legal process, preventing fraud or imminent harm, and ensuring the security of our network and services. We process all personal information on our servers in Canada.
Our terms and conditions explicitly define our relationship, responsibilities, and liabilities with respect to privacy and security. While we are in no way responsible or liable for the collection and use of personal information by our customers from their Web sites or during application of our marketing services, we will make every reasonable effort to ensure that our customers post and enforce their privacy policies.