TERMS & CONDITIONS FOR CONTRACTAL WORK AND FOR USE OF WEBSITE
Your use of The Creative Ninja’s website (thecreativeninja.ca) and/or its various affiliates or subsidiaries is subject to the following terms and conditions:
The Creative Ninja’s website is provided for your use “as is” without any warranties (whether express or implied) of any kind. As a result, no director or employee of The Creative Ninja accepts any ongoing obligation or responsibility in respect of any errors, omissions, interruptions or delays in service which may occur as a result of the use of this website.
COPYRIGHT AND TRADEMARK PROTECTION
All content and information on this website is Copyright 2015 The Creative Ninja or is reproduced with permission from other copyright owners (henceforth referred to as “The Copyright Holders”). All rights are reserved. The Creative Ninja does not give persons accessing this website permission to use any trademark utilized within the website. Unauthorised use may constitute an infringement of the relevant owner’s rights. The materials on this website may only be retrieved and downloaded solely with written permission from The Copyright Holders. No materials may otherwise be copied, modified, published, broadcast or otherwise distributed without permission. The Copyright Holders/or any other names of products or services provided by The Copyright Holders and referred to on this website are either trademarks or registered trademarks of The Copyright Holders.
ACCURACY OF CONTENT
The information contained in this website (“Information”) has been prepared in accordance with Canadian law. The Information may not satisfy the laws of any other country and some or all of the products and services described herein may not be available to residents of some countries. The information is current at the date of publication but may be subject to change without notice. Be sure to check the revision history at the bottom of this document.
These Standard Terms and Conditions provide the basis for a good working relationship between The Creative Ninja’s Services (“The Creative Ninja”) and you (the “Client”). These terms form an integral part of the agreement between The Creative Ninja and the Client.
COPYRIGHT AND OWNERSHIP
1.Except for the retained rights described in the paragraph below, all services provided and all materials The Creative Ninja produces on your behalf will become your property upon full payment of our invoices.
2.The Creative Ninja retains the right to:
a.use work produced for the Client as part of its portfolio materials in both its online and offline portfolios;
b.add your firm to our client list; and
c.use your work in design competitions, publications, exhibitions, or other promotional purposes.
3.Any material or ideas prepared or submitted to you that you choose not to produce or for which you have not paid our invoices, within 60 days of submission to you, will remain The Creative Ninja’s property (regardless of whether the physical embodiment of creative work is in your possession in the form of copy, artwork, plates, recordings, films, tapes, etc.) and may be submitted to other clients for their use, provided that such submission or use does not involve the release of any confidential information regarding your business or methods of operation.
4.The Client and The Creative Ninja each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and The Creative Ninja, and enforceable in accordance with its terms.
5.This agreement represents the entire agreement between the Client and The Creative Ninja, and may only be changed or modified in writing and with the approval of both parties.
6.Neither the Client nor The Creative Ninja may assign or transfer their interest in this agreement without the written consent of the other.
7.Schedules or time estimates are subject to change upon notification in writing by either party. Unless otherwise stated, the amount of written notice to be given by either party shall be one week.
8.In addition to our fees, you agree to pay either The Creative Ninja or the provider directly for third party charges we incur to complete the projects defined under our services. Third party charges will be treated as disbursements and will be agreed upon and itemized on invoicing separately.
FEES AND ALTERATIONS
9.Any revisions, additions, or alterations to the project modifying the terms of the agreement as the services to be performed and not included in any fee specified, shall be billed as additional services. Such additional services shall include, but shall not be limited to, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation of artwork. These revisions and any additional fees will be agreed upon mutually by The Creative Ninja and The Client prior to project modification.
RUSHED OR PROLONGED WORK
10.Any work required in advance of an agreed schedule or timetable, any shortening of the contract period, prolonging of the contract period or additional fees and expenses incurred during a project due to Client delays or extensions shall be charged and paid for at an additional rate of 50% of The Creative Ninja’s hourly rate. If a project is prolonged unreasonably by the client, a request of payment in advance for the full project will be made and a credit issued to the client for the remaining work for when the client returns to work on it.
11.The Client will appoint a single representative of the Client with full authority to provide necessary information required by The Creative Ninja and to provide approvals.
12.The Client will be required to proofread and approve all elements of final designs. Approval must be provided before production can continue and artwork is released. Corrections, if required, will be identified on proofs, artwork, facsimiles, or digital proofs and submitted for The Creative Ninja to revise and resubmit for client approval. Final approval is required on every project and must be marked “Approved” with the name or initials of the individual who is authorized by the Client to approve artwork for release and production.
13.Email authorization from you will constitute authorization and approval to carry out work defined in the project.
QUALITY OF SOURCE MATERIALS PROVIDED BY THE CLIENT
14.Additional charges will apply when materials are submitted by the Client in a form that prevents them from being readily used and applied at recognized professional standards. An example would be to recreate a low-resolution logo image file into a vector file.
15.In those instances where the Client assumes responsibility for production, printed proofs, copies, prototypes and mock-ups must be approved by The Creative Ninja prior to use. The Creative Ninja shall be available at reasonable times to provide advice during the production period and for approval of minor modifications of the project (hourly rates will apply).
16.When The Creative Ninja is engaged in a supervisory function and assumes responsibility for production on behalf of the Client, the Client agrees to abide by the decisions made by The Creative Ninja.
GRAPHIC DESIGN PAYMENT SCHEDULE
17.Unless otherwise agreed, the Client’s payment schedule is tied to the project’s milestones as per below:
a.50% un-refundable deposit upon contract acceptance
b.50% balance due at exchange of final work files
WEBSITE PAYMENT SCHEDULE
18.Unless otherwise agreed, the Client’s payment schedule is tied to the project’s milestones as per below:
a.50% un-refundable deposit upon contract acceptance.
b.50% balance due prior to when site launches. This means that once the Client approves the site payment is to made immediately prior to moving it onto the Client’s provided hosting package.
19.The Creative Ninja’s accounts will include taxes on fees and disbursements that are applicable by law and our accounts are due and payable upon receipt. If our accounts are not paid within 15 days of their receipt, interest will be charged on the outstanding balance at the monthly rate of 5%, compounded monthly, until they are paid.
20.The Client agrees that The Creative Ninja is entitled to claim authorship of the design, and will be permitted editorial credits to The Creative Ninja on all published or manufactured work. The Client must obtain The Creative Ninja’s consent in writing before The Creative Ninja’s name is reproduced in any finished product or other published material by the Client.
SAMPLES AND COPIES
21.The Client may provide The Creative Ninja with a number of samples or photographs of each printed or manufactured design. These samples will represent the highest quality of work produced.
22.This agreement may be terminated in writing if either the Client or The Creative Ninja commits a breach and fails to remedy the breach within 14 days of receiving written notification from the other party specifying the breach and requiring its remedy.
23.This agreement may be terminated by any reason by either the Client or The Creative Ninja, if a written notification is provided within 30 days.
24.On termination of this project, or any part of it, for any reason, the Client will pay The Creative Ninja for the work completed to date, along with all expenses incurred on the project. Any advance of fees provided above the 50% deposit will be credited against the amount due. There are no refunds on deposits. In the event of a termination if work totaled does not amount to the amount of deposit paid, termination will occur and there will be no refund issued to the client.
—24a.Any and all sale or discounted work is non-refundable in totality.
25.In the event of termination, The Creative Ninja will retain all copyright even if the fees agreed to in advance have included the assignment of the copyright.
26.The Client will provide accurate and complete information and materials to The Creative Ninja, and warrants and guarantees that all materials are owned by the Client or that the Client has all necessary rights (including copyright and waiver or moral rights) in such materials, to allow The Creative Ninja to use them for the project.
27.We will use our reasonable best efforts to guard against any loss to you caused by the failure of media, suppliers, or others to perform in accordance with their commitments, but we will not be responsible for any such loss or failure on their part, or any destruction or unauthorized use by others of your property.
28.The Creative Ninja is not responsible for errors or omissions in any work produced as per the Client’s approval, and no financial responsibility is assumed by The Creative Ninja for errors or damages resulting from such errors.
29.The Creative Ninja will not be responsible for delays in delivery caused by acts of God, strikes, fires, floods, or any other similar circumstances beyond The Creative Ninja’s control.
30.You agree to indemnify The Creative Ninja, its employees, contractors and agents against all third-party claims (including, without limitation, reasonable lawyers’ fees) arising from or relating to any content or materials provided to The Creative Ninja by you or in relation to the use by you, or anyone else, of materials produced by The Creative Ninja at your request.
31.All indemnification obligations shall survive the termination of our services or the termination or expiration of the Marketing Services Retainer.
32.The Client agrees to complete a testimonial upon the completion of every project. The Client agrees that part or the entire testimonial may appear in The Creative Ninja’s communications products including but not limited to:
a.Name of testimonial writer
b.Name of business represented
c.Logo of business represented
d.Any information provided within the testimonial
33.This agreement and all terms and conditions will be governed and construed in accordance with the laws of Canada. By retaining the services of The Creative Ninja, you are agreeing to be bound by the above terms and conditions and agree to abide by them in accordance with any work produced by The Creative Ninja.
Last Updated: 2015-08-26 @ 6:53 PM EST.
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