These Standard Terms and Conditions provide the basis for a working relationship between TWELVERAYS ENTERPRISES LTD.(“TWELVERAYS”) and you (the “Client”). These terms form an integral part of the agreement between TWELVERAYS and the Client.
LAST UPDATED: 2022-06-12 4:38 PM PST
The parties, therefore, agree as follows:
Basic Terms and Conditions
1. Except for the retained rights described in the paragraph below, all services provided and all materials TWELVERAYS produces on your behalf will become your property upon full payment of our invoices.
2. TWELVERAYS 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 30 days of submission to you, will remain TWELVERAYS' 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 TWELVERAYS each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and TWELVERAYS, and enforceable in accordance with its terms.
5. This agreement represents the entire agreement between the Client and TWELVERAYS, and may only be changed or modified in writing and with the approval of both parties.
6. Neither the Client nor TWELVERAYS 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 two weeks.
8. In addition to our fees, you agree to pay either TWELVERAYS or the provider directly for third party charges we incur to complete the projects defined under Marketing Services. Third party charges will be treated as disbursements and will be billed separately.
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.
10. Any work required in advance of an 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 charged and paid for at an additional rate of 50% of TWELVERAYS' hourly rate.
11. The Client will appoint a single representative of the Client with full authority to provide necessary information required by TWELVERAYS 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 TWELVERAYS 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 Marketing Services.
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 mockups must be approved by TWELVERAYS prior to use. TWELVERAYS 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 TWELVERAYS 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 TWELVERAYS.
17. Unless otherwise noted, the Client’s payment schedule is tied to the project’s milestones as per below:
18. TWELVERAYS' 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 30 days of their receipt, interest will be charged on the outstanding balance at the monthly rate of 5.99%, compounded monthly, until they are paid.
19. This agreement may be terminated in writing if either the Client or TWELVERAYS 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.
20. This agreement may be terminated by any reason by either the Client or TWELVERAYS, if a written notification is provided within 30 days.
21. On termination of this project, or any part of it, for any reason, the Client will pay TWELVERAYS for the work completed to date, along with all expenses incurred on the project. Any advance of fees provided will be credited against the amount due.
22. In the event of termination, TWELVERAYS will retain all copyright even if the fees agreed to in advance have included the assignment of the copyright.
23. The Client will provide accurate and complete information and materials to TWELVERAYS, 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 TWELVERAYS to use them for the project.
24. 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.
25. TWELVERAYS is not responsible for errors or omissions in any work produced as per the Client’s approval, and no financial responsibility is assumed by TWELVERAYS for errors or damages resulting from such errors.
26. TWELVERAYS will not be responsible for delays in delivery caused by acts of God, strikes, fires, floods, or any other similar circumstances beyond TWELVERAYS' control.
27. You agree to indemnify TWELVERAYS, 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 TWELVERAYS by you or in relation to the use by you, or anyone else, of materials produced by TWELVERAYS at your request.
28. All indemnification obligations shall survive the termination of our services or the termination or expiration of the Marketing Services Retainer.
29. This agreement and all terms and conditions will be governed and construed in accordance with the laws of British Columbia.