Wishingline Design Studio, Inc. (hereby referred to as “the company”) is committed to providing clients complete satisfaction for the services provided. Each client is assured personal attention in the execution of their project, subject to the technical limitations and legislative requirements of the medium.
The following Terms and Conditions detail the relationship between Wishingline Design Studio, Inc. (the company) and the client regarding any services provided.
The client will obtain all necessary copyright permissions, licenses and authorities with respect of the use of all written copy, photographs, illustrations, registered company logos, names, trademarks or any other materials supplied to the company.
The company cannot accept responsibility for any alterations caused by third-party actions occurring to the client’s web site(s), printed materials, advertisements or software tools once completed and provided to the client. Such alterations include, but are not limited to: additions, modifications or deletions.
All software programs, databases, along with other intellectual property produced by the company shall remain the copyright of the company (Wishingline Design Studio, Inc.) unless or until agreed-upon otherwise in writing.
The company reserves the right to change, at any time, these Terms and Conditions.
The placement of an order or contract for services provided by the company will be regarded as an acceptance of all of the above Terms and Conditions. Finalized contracts with the company must be confirmed in writing along with a signed copy of these Terms and Conditions and any additional SLA and/or Non-Disclosure documentation.
These Terms and Conditions shall supersede all previous representations, understandings or agreements and shall prevail notwithstanding of any variance with Terms and Conditions of any order submitted. These Terms and Conditions and any contracts arising thereof are governed by the laws of Canada and Ontario.
To help ensure that design, development or production and media are correctly targeted, the client will provide the company a clear and precise brief (in writing if so requested by us). The client will make available to us all relevant information related to the brief and give us such co-operation as we shall reasonably request. The client will ensure that at all times, the facts given to us about their products or services are accurate and in no way misleading. The client will inform us without delay if they consider that any claim or trade description submitted to them by us for approval is false or misleading in relation to their products or services.
If the contents of a project brief agreed upon by the client and the company are varied in any way during the course of a commission, a fee on a time/cost basis for any such additional work will be added to the original estimate (if provided).
Miscellaneous expenses such as travel, hotel, gas/mileage, out of pocket expenses and long distance telephone charges related to a project will be charged to the client. Expenses totalling more than $100 will first be approved by the client.
Upon premature cancellation of any agreement entered into by the client and the company, the company is entitled to payment for services rendered in relation to the time and expenses involved. The fundamental principles on which the client-agency media financial arrangements are based are:
Queries from agreed adjustments to an invoice will be made on the following month’s invoice. If the client fails to adhere to these terms of business and because of this failure we pay any surcharge, then the amount of the surcharge will be paid by the client.
In the event where a third party contractor requires payment in advance or at various stages during the course of their involvement in a comission, the client will pay the invoices for such payments immediately upon presentation. The rights, duties and responsibilities of the company shall continue in full force during the agreed upon period of service – including the ordering and invoicing of advertising in media which shall be published during that period.
The company shall be entitled to receive its regular fees during the agreed upon period of notice, even though material other than that prepared by the company may be used. The company will continue to invoice the client for all other advertising and design materials and services and services authorized by the client.
Cancellation of training courses, installations, consultancy or other services provided by the company to the client less than five (5) working days before the service date shall incur a charge of 100% of the total invoice cost. An additional 10% charge will be applied for any such services which are rescheduled less than five (5) days prior to their original scheduled date.
The schedule of pre-payment for advertising space is at the discretion of the company. A charge will be incurred if, after reservation, any items in an agreed-upon schedule are cancelled. Voucher copies or certificates of advertisement will not be supplied unless specifically requested by the client in writing.
Any supplied property of the client provided to the company on their behalf will be held, worked on and carried at the client’s risk. Any property provided to the company that is unused will be returned to the client following the closing of all open accounts.
Without prejudice, the company shall in respect of all unpaid debts due from the client have a general lien on all goods and property in their possession and shall be entitled after the expiration of 14 days notice to dispose of such goods and/or property as they think fit and apply the proceeds towards such debts.
The company shall be indemnified by the client in respect of any claims, cost and expenses arising out of any libellous matter designed on the client’s instructions or any infringement of copyright patent or design thereof. The company will act in all dealings with third parties as a principal at law. The rights and liabilities between the client and The company will correspond to those between us and the third parties with whom the company deals on the client’s behalf. The client will indemnify the company against all claim costs liabilities and damages arising in connection with any material prepared by the company and approved by the client (including without limitation any claims, costs, liabilities and damages for the omission or mis-statement therein of any statement or particulars required pursuant to statute). The company shall not be liable for any indirect loss or third party claim occasioned by delay in completing the work. In the event of any contract (written or oral) between the company and the client being suspended or cancelled by reason of conditions arising from act of God, strikes, war, lock-outs, national emergency, fire, flood, drought, shortage of fuel or power, or any other cause out of the control of the company, the company shall be entitled to payment for work carried out and expenses incurred up to the date of such suspension or cancellation, furthermore the company shall not be responsible for any loss or damage caused as a result of such suspension or cancellation.
In the case of persons named in these Terms and Conditions of reference being unable to carry out the said performance of work, the company shall retain the right to nominate other persons to fulfill the role carried out in this contract.
Where no formal written estimate has been requested or provided to the client, the client will be charged on a pro rata basis by the company for services in relation to the time and expenses involved.
These Terms and Conditions and all other express contract terms shall be governed and construed in accordance with the Laws of Canada.
Estimates are based on the current cost of production and are subject to amendment by the company at any time after acceptance to meet any rise or fall in prices. The company agrees to provide reasonable and fair notice to the client in the event of pricing changes prior to submitting invoices.
Work carried out, whether research, experimental or otherwise, at the client’s request will be included in the company’s billable hours to the client. This includes all billable time and materials, if any.
Where an estimate or invoice includes the cost of printing and delivery, this price is subject to the normal conditions of sale of the printing industry and the printer.
Where the estimate or invoice includes the costs of an exhibition contractor, the price and delivery of all related materials is subject to the contractor’s normal conditions of sale and trading terms.
Unless otherwise agreed upon in writing, all original tapes or other media remains the property and copyright of the company until full payment of all accounts has been settled.
Unless otherwise agreed upon in writing, all original design, artwork or code remains the property and copyright of the company until full payment of all accounts has been settled. The company reserves the right to include any such work created during the course of an agreement for the marketing or promotional purposes of the company, not limited to inclusion in the company’s design/project portfolio or for consideration in design-related award nominations.
All patentable material that may have originated from the company during the course of a project shall remain the property of the company unless, or until, a separate agreement is entered into assigning patent rights in part or in full.
Last Updated: February 24, 2008