DisRupTivE Media Terms and Conditions for Services


These standard terms and conditions are in accordance with the recognized and standard practices of the digital media and web development profession, and provide the basis for an effective working relationship between DisRupTivE MEDIA and our Client(s), and form an integral part of the agreement between DisRupTivE MEDIA and our Client(s).

Copyright and Ownership

Unless otherwise stated herein, all services provided and materials created in the course of this project by DisRupTivE MEDIA shall be for the exclusive use and benefit of our Client(s), other than for the promotional use of DisRupTivE MEDIA.

DisRupTivE MEDIA is the first owner of all work or materials created during the course of this project. Copyright and other intellectual property rights, and all drawings, mockups, models, artwork, specifications, computer disks, electronic files, software documents and all other tangible materials, including preliminary concepts, accepted or rejected elements, works in progress, and finished materials which have been created or furnished by DisRupTivE MEDIA during the course of this project shall remain the exclusive property of DisRupTivE MEDIA until the final payment is received.

As set out in the agreement as to Use and Rights and upon payment in full of all fees and disbursements, our Client(s) is entitled to these specific usage rights for the purpose of reproduction of approved final designs, after which all materials shall be returned, unaltered, to DisRupTivE MEDIA within 30 days of use.

DisRupTivE MEDIA retains all rights for use of the work or materials created in the course of this project in any new media or mediums which may emerge in the future. Unless otherwise stated, DisRupTivE MEDIA retains the moral rights to all work created in the course of this project.

All intellectual property rights and materials shall remain the property of DisRupTivE MEDIA, whether assigned or not, until all DisRupTivE MEDIA’s invoices are paid in full.

If our Client(s) wishes to make additional use of the materials or ideas obtained therefrom, our Client(s) agrees to seek permission from DisRupTivE MEDIA and to make such further payments as are agreed to by both parties at that time.

Rejected designs shall remain the exclusive property of DisRupTivE MEDIA.

Conditions of Engagement

Quotations and proposals are subject to amendment or withdrawal by DisRupTivE MEDIA at any time prior to the signing of the agreement between our Client(s) and DisRupTivE MEDIA.

A signed agreement or other written confirmation of contract is required prior to commencement of the project.

Our Client(s) and DisRupTivE MEDIA each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon our Client(s) and DisRupTivE MEDIA and enforceable in accordance with its terms.

This agreement represents the entire agreement between our Client(s) and DisRupTivE MEDIA, and may only be changed or modified in writing and with the approval of both parties.

Neither our Client(s) nor DisRupTivE MEDIA may assign or transfer their interest in this agreement without the written consent of the other.

This agreement shall be binding upon both parties and their heirs, successors, personal representatives, and assigns.

The waiver of a breach of any of the provisions of this agreement shall not be construed as a continuing waiver of other breaches or other provisions hereof.

Schedules or time estimates are subject to change upon notification in writing by either party.

By engaging DisRupTivE MEDIA, you agree that the compensation is based on final services rendered or an end product.

Compensation

Our Client(s) agree to pay DisRupTivE MEDIA the deposit amount outlined in the estimate/invoice (plus GST).

Our Client(s) agree to pay the invoice amount upon receipt, with a maximum net 15 business days. After which interest will be charged on overdue accounts at a rate of 15% for every additional 15 business days past due.

Fees for work to be carried out and materials to be created as set out in this agreement are based upon the project requirements and scope provided in the initial scope of work.

Services beyond these outlined in the scope of work are available if/as required, and will be subject to a new proposal, or billed at standard studio rates.

Disbursements

All expenses, subcontractors invoices and subscriptions are the responsibility of our Client(s) unless outlined in the agreement.

In the event that DisRupTivE MEDIA incurs an out-of-pocket expenses or disbursements our Client(s) agrees to reimburse DisRupTivE MEDIA for the amount upon the next billing cycle or invoice.

These expenses shall be billed at cost plus a 2% surcharge for accounting and admin.

Typical out-of-pocket expenses include, but are not limited to: typography (print and/or font licenses); online/ hosted services (domains, hosting, fonts, etc.); print proofs and copies; presentation and artwork materials; digital proofs; digital file conversions; fax and long-distance telephone charges; couriers, postage and shipping; and travel.

Third-Party Subcontractors & Contracts

DisRupTivE MEDIA may act on behalf of our Client(s) to contract with other individuals or companies, to provide additional services such as, but not limited to, copywriting, photography, illustration, pre-press services, printing, fabrication, development, design, coding, programming, or manufacturing.

Our Client(s) agrees to be bound by any terms and conditions of such contracts, including credits and usage rights, with respect to reproduction of the materials that may be claimed by these third parties.

Materials Provided by Our Client(s)

Our Client(s) shall provide accurate and complete information and materials to DisRupTivE MEDIA, and guarantees and warrants that all materials are owned by our Client(s) or that our Client(s) have all necessary rights, including copyright and waiver of moral rights in such materials, to permit DisRupTivE MEDIA to use them for the project.

All copy, photographs, artwork and other source materials submitted by our Client(s) shall be of professional quality and in a form suitable for reproduction without further preparation or alteration.

An additional charge may be made when materials are submitted by our Client(s) in such a form which prevents them from being readily utilized.

Copy provided by our Client(s) as electronic files shall be readily usable, ideally submitted via Google Docs. If our Client(s) has specific requirements for how electronic files are to be prepared, our Client(s) shall inform DisRupTivE MEDIA of this at the outset of the project.

DisRupTivE MEDIA shall send all materials provided by our Client(s) within 30 days after project completion and full payment of all invoices have been received.

Client Approval

Our Client(s) shall appoint a sole representative with full authority to provide necessary information and approvals required by DisRupTivE MEDIA.

Our Client(s) shall proofread and approve all elements of final designs. Approval must be provided before production can continue.

Rushed or Prolonged Work

Any work required in advance of the agreed schedule or timetable, any shortening of the contract period, or additional fees and expenses incurred during a project due to client delays or extensions shall be billable.

Any rushed/shortened timelines, or projects required in advance of the agreed schedule are subject to a fee of $95/hour plus 5% GST.

Revisions and Additions

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 scope 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.

DisRupTivE MEDIA shall keep our Client(s) informed of additional services that are required, and shall request our Client(s)’s approval for any additional services which cause fees to exceed the fixed or estimated fees set forth in this agreement.

Storage and Access

DisRupTivE MEDIA shall retain and store all final electronic files, finished artwork, drawings, and specifications for which specific reproduction rights have been granted, for a minimum period of 2 months after completion of the project.

Upon expiration of this period, all such materials may be removed or destroyed by DisRupTivE MEDIA.

DisRupTivE MEDIA is not responsible for information or materials lost or destroyed due to disk failure or other unforeseeable hazards.

our Client(s) shall have reasonable access to all stored materials for the purpose of review, and shall pay DisRupTivE MEDIA a reasonable fee for de-archiving or retrieving materials, should expenses be incurred.

Warranty

DisRupTivE MEDIA warrants that the work provided to our Client(s) by DisRupTivE MEDIA is original. DisRupTivE MEDIA agrees to indemnify our Client(s) in the event of any claim based on the breach of this warranty.

Liability

DisRupTivE MEDIA is not responsible for errors or omissions in any work produced as per our Client(s)’s ‘OK’.

No financial responsibility is assumed by DisRupTivE MEDIA for errors or damages resulting from such errors.

Our Client(s) will indemnify, defend, and save harmless DisRupTivE MEDIA against any claim, damages and expenses, actions or causes of action arising from or prompted by the use of any material supplied to DisRupTivE MEDIA by our Client(s) or its agents.

All property belonging to our Client(s) or its agents which is handled and stored by DisRupTivE MEDIA shall be done so at our Client(s)’s own risk.

Arbitration

Either party may request that any dispute arising out of this agreement may be submitted to binding arbitration before a mutually agreed upon arbitrator. The arbitrator’s decision or award shall be final.

Termination

This agreement may be terminated by either party for any reason within 30 (thirty) days advance written notice of intent to cancel. Fees are due in full for any work already completed up until the date the notice of terminated was received.

On termination or postponement of this project, or any part of it, for any reason, our Client(s) shall pay DisRupTivE MEDIA for the work completed to date, together with all expenses incurred.

Any advance of fees will be credited against the amount due.

In the event of termination, DisRupTivE MEDIA shall retain the copyright even if the fees agreed to in advance have included the assignment of the copyright.

Time Schedule

A schedule compatible with our Client(s) and DisRupTivE MEDIA’s timing requirements will be established at the outset of the project, with project commencement contingent upon prompt acceptance of this agreement, the initial estimate and the agreed upon schedule. All dates and time schedules are contingent upon prompt project commencement and timely input from our Client(s) as required.

Termination

This agreement may be terminated by either party for any reason within 30 (thirty) days advance written notice of intent to cancel. Fees are due in full for any work already completed up until the date the notice of terminated was received.

On termination or postponement of this project, or any part of it, for any reason, our Client(s) shall pay DisRupTivE MEDIA for the work completed to date, together with all expenses incurred. Any advance of fees will be credited against the amount due.

In the event of termination, DisRupTivE MEDIA shall retain the copyright even if the fees agreed to in advance have included the assignment of the copyright.

Applicable Law

This agreement and all terms and conditions shall be governed and construed in accordance with the laws of Canada and the laws of the province of British Columbia, DisRupTivE MEDIA’s principal place of business.

Professional Standing

DisRupTivE MEDIA reserves the right to refuse any project or part thereof connected with activities or practices which DisRupTivE MEDIA may deem to be detrimental to the general public, to the environment, or to the reputation of DisRupTivE MEDIA

Design Credits

DisRupTivE MEDIA and it’s subcontractors shall be entitled to claim authorship of a design, and a published or manufactured work shall bear a credit to DisRupTivE MEDIA at the discretion of DisRupTivE MEDIA. DisRupTivE MEDIA’s consent in writing shall be obtained before DisRupTivE MEDIA’s name is reproduced in any finished product or otherwise published by our Client(s).

Confidentiality

Our Client(s) agrees to provide any and all information having direct bearing on the successful outcome of the project, and to inform DisRupTivE MEDIA in writing of any portion of the project which is confidential. DisRupTivE MEDIA agrees to treat such information as confidential.

Use and Rights

Upon payment in full of all fees and disbursements, DisRupTivE MEDIA shall grant our Client(s) unlimited access rights for the approved final designs and shall transfer ownership, inclusive files and reproduction specifications to our Client(s).

Other than the approved final files (which will be supplied to our Client(s) in suitable file formats), all electronic files, software documents, fonts, and digital materials generated by DisRupTivE MEDIA in conjunction with this project, and copyright pertaining to same, remain the property of DisRupTivE MEDIA.

Modifications

No modifications or alterations to any designs or other work created by DisRupTivE MEDIA shall be made without the written consent of DisRupTivE MEDIA.

In the event that reprints are required, these shall not differ in any way from the originals supplied without the written consent of DisRupTivE MEDIA.

Any modifications or alterations shall be carried out by or under the supervision of DisRupTivE MEDIA and shall be paid at a rate agreed to by both parties in advance.