The following Standard Terms and Conditions are incorporated into and form part of every Estimate, Quote, Invoice or Contract for services with Jump Studios Ltd.
“JSL” shall mean Jump Studios Ltd., and shall include JSL’s partners, officers, employees, agents and contractors;
“Client” shall mean the client as specified in the Order and shall include the Client’s officers, employees, agents and contractors;
“Quote” shall mean a Project Quote or Estimate containing the Price for the services and materials as requested by the Client;
“Project” shall mean the services and materials to be provided to the Client as described in the Quote or Estimate;
“Price” shall mean the charges for the Project as specified in the Quote or Estimate, but shall include additional charges as provided for in these Standard Terms and Conditions;
“Materials” shall mean all materials received by JSL from or on behalf of the Client for use in or in connection with the Project, and shall include, without limitation, all drawings, recordings, images, photographs, computer files and media of every sort.
1. PRICE AND TERMS OF PAYMENT
Payment of 50% of the total Price (including applicable taxes) specified in the Quote is due prior to the start of any work by JSL. The balance of the Price, together with any other charges as provided for herein, is due on completion of the Project and prior to delivery. JSL shall be entitled to withhold delivery of the Project and return of the Material until payment in full is made. The Client will pay interest on any overdue payment at the rate of 24% per annum from the date payment was due until the date payment is received. Should JSL take collection action, the Client will pay all collection costs, including legal costs on a solicitor/client basis.
2. ADDITIONAL CHANGES AND CHARGES
The Client is entitled to request changes to the work completed by JSL through two approval stages. Changes beyond the two approvals will become a change order with additional charges attached. These charges will be billed at the rate specified in the original quote or at current rates in effect. The Client agrees to pay any shipping or delivery charges, tape or media costs plus a 15% handling on final billing.
All applicable sales and value-added taxes, including but not limited to GST, PST, municipal sales tax, import, export, excise, and other local, provincial, state, or federal taxes, will be added to the Price and paid in full by the Client.
4. COPYRIGHT INFRINGEMENT
The Client further agrees to indemnify and save harmless JSL, its agents, servants and employees, against any and all liability for defamation, passing off, or infringement of trademark, trade name or copyright howsoever arising from the production. Further, the client warrants that it is the sole owner and/or has the right to possession and use of all documents or other materials delivered to JSL for purposes of completing the Project commissioned.
5. COPYRIGHT OWNERSHIP
JSL agrees and acknowledges that, upon full payment by the Client for the Project commissioned, that the Client is the sole party entitled to the copyright and ownership of the Project commissioned and delivered (excluding the project assets created by JSL) under this agreement.
6. PROJECT ASSETS
JSL shall retain full ownership and copyright of all project files, wireframes, models, textures, reflections, artistic images and renderings and all other such proprietary property or trade secrets created and used in the creation of the Project commissioned. These assets do not form part of the Project or its deliverables unless otherwise noted or negotiated.
JSL shall have a lien on all film, tape, or other elements delivered by the Client to JSL, and on all film, tapes or other elements produced by JSL for the payment of any account due to JSL.
8. TRANSPORTATION OF GOODS
Transportation of goods to JSL’s premises shall be at the Client’s risk and expense. Unless otherwise requested by the client, all materials will be shipped collect and a handling charge will be added to all prepaid shipments
9. LOSS OR DAMAGE
JSL does not insure and accepts no liability for loss or damage to products, props or other material goods supplied to JSL for use in the Project commissioned. Further, JSL accepts no liability or responsibility for loss or damage to film, tapes, media drives, sound elements of other production materials remaining on the premises of JSL at any time and retains the right to destroy said materials one year after the completion of work. The Client agrees to indemnify and hold JSL harmless from all liabilities arising out of or connected with the destruction or disposition of said materials.
10. FALSE, MISLEADING OR EXAGGERATED CLAIMS
The Client hereby warrants to JSL that the script and/or final production contains no false, misleading or exaggerated claims and any statement of warranty or guarantee of performance, efficacy or length of life of a product or service is based upon an adequate or proper test. In this respect, the Client agrees to indemnify and hold harmless JSL, its agents, servants and employees, from and against all claims, debts, demands suits and actions which may be brought against JSL by any person or entity and any and all damages, losses, costs, expenses of any nature and kind whatsoever suffered or incurred by JSL by anything arising out of the Project commissioned.
JSL shall have the right to use the Client’s name for the purpose of advertising the nature and identity of JSL’s clientele and the type of work done by JSL. The Client hereby grants JSL the right to exhibit the Materials commissioned, or portions of the Project, for the purpose of demonstrating and advertising JSL work. The Client acknowledges that the Client’s competitors and others may see the Project commissioned as a result.
12. CANCELLATION POLICY
Charges for facilities, rental equipment or personnel postponed or cancelled by the Client with less than 2 business days notice, for whatever reason, will be charged to the Client at the full Price. Charges for facilities, rental equipment or personnel postponed or cancelled by the Client with more than 2 business day’s notice will be charged to the client at 50% or at the sole discretion of JSL, be fully waived.
13. ADDITIONAL TERMS
These Standard Terms and Conditions, together with the Quote:
- shall be construed, governed by and enforced in accordance with the laws of the Province of Alberta and the laws of Canada in effect therein, unless otherwise stated in the Quote;
- May be amended only in writing executed by an authorized representative of both parties;
- Constitute the complete and entire agreement between the parties, and supersede any and all other agreements, oral or written.