the small print
Terms & Conditions
- Updated December 1, 2021
General Terms Applicable to All Services
- RS Creativ have set out in this document our basic Terms and Conditions of business (the “Terms”), which, together with our Letter of Engagement (together called “this Agreement”), will apply to all work RS Creativ undertakes for you with respect to this engagement.
- If there is any conflict between these Terms and our Letter of Engagement, then the Letter of Engagement shall prevail. For the purposes of the Terms, “RS Creativ” includes its partners, employees and all its related entities.
- RS Creativ will provide the services set out in our Letter of Engagement (the “Services”) and will use all reasonable commercial efforts to provide the Services in an efficient and timely manner, using the necessary skill and expertise to an appropriate professional standard.
- You agree to pay for the services in accordance with this Agreement. You understand that RS Creativ is not an employee, and that this will be a collaborative, professional relationship of equals, as in a partnership, where mutual professional respect, courtesy, and consideration are expected.
- Due to the virtual nature of the partnership, you understand the importance of communication, especially via email, and agree to respond to questions, requests, and communications from RS Creativ in a timely manner.
- You understand that RS Creativ is a business with other clients to service and requires fair, realistic notice to attend to requests and projects. Poor planning or miscommunication on your part will not constitute an emergency for RS Creativ.
- You understand that RS Creativ may require detailed clarification of projects to meet expectations and provide the best support and highest quality of work.
Office Hours & Communication
- Office hours are Monday through Friday, 7:00 am to 4:00 pm MST. RS Creativ is available for phone calls only during office hours.
Materials & Information
- You will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. You are responsible for furnishing all pertinent information, and for furnishing accurate, truthful, and complete information necessary for RS Creativ to perform or complete the contracted services or project.
- You assume full responsibility for acceptance of work or services performed and agreed upon, as well as final proofreading and accuracy. RS Creativ is not responsible for errors or omissions.
Benefit of Advice
- Unless otherwise specifically stated in the Letter of Engagement, any advice or opinion relating to the Services is provided solely for your benefit and may not be disclosed in any way, including any publication on any electronic media, to any other party and is not to be relied upon by any other party.
- During the supply of our services, we may supply oral, draft, or interim advice, reports, or presentations but in such circumstances our written advice or final written report shall take precedence. No reliance should be placed by you on any oral, draft, or interim advice, reports, or presentations. Where you wish to rely on oral advice or an oral presentation, you shall inform us, and we will provide documentary confirmation of the advice.
- RS Creativ shall not be under any obligation in any circumstance to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.
- If at any time you would like to discuss with us how the Services can be improved or if you have a complaint about them, you are invited to telephone us, as the case may be identified in the Letter of Engagement. We will investigate any complaint promptly and do what we can to resolve the difficulties. The preferred channel for any problem resolution is to email email@example.com so as it can be properly documented and resolved.
- If the problem cannot be resolved, the parties agree to enter mediation, or some other form of alternative dispute resolution, before commencing legal proceedings.
- In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of the Services until such time as the dispute is resolved or the fees are paid. Suspension of the Services will not affect your obligation to pay us for Services rendered to the date of suspension.
- RS Creativ requires a 50%, or agreed upon deposit, once the project terms provided in the Letter of Engagement are agreed to. Deposits are non-refundable. If project scope changes or additional items are added, a revised Letter of Engagement will be provided for client(s) signature.
- Client agrees that new Agreements are invoiced on day of signing, and due upon receipt. Scheduled monthly retainer Agreements will be pro-rated for days remaining in that month, then 1st of the month thereafter, and due upon receipt. All projects will stop immediately until payment(s) is received.
- All other invoices, unless otherwise stated, are due within 14 days.
- Native design files will not be turned over to Client until full payment has been received. RS Creativ will not release any design files to a client(s), vendor(s), and/or launching/releasing website files regardless of deadlines until final payment is received.
- Interac E-Transfer (firstname.lastname@example.org)
- VISA or MasterCard
- Electronic Funds Transfer (EFT)
- Pre-Authorized Debit (PAD)
- Certified Cheque
- Late payments will be subject to a 10% late fee for every 10 days of delinquency. Example: after due date, 10% of the total invoice will be calculated, and added to the invoice. 10 days later, 10% of the new invoice total will be calculated, and added to the invoice, and so on, until payment is received.
- Balances not received within 30 days will be deemed a closed account, thus nullifying the work Agreement entitling the client to no rights to said work(s) and no refunds.
- Balances not paid within 30 days will be reported to the credit bureau. Balances not paid within 60 days will be turned over to a collection's agency. Accounts sent to collection will forfeit all rights to above mentioned work(s).
- Any returned payments will be subject to a $100 NSF fee for each occurrence.
- Any Client account who accrues 3 late payments in a row will be terminated without warning, nullifying any work Agreements and face collections activity, and reporting to the credit bureau.
- Late fees apply to all Clients who consistently fail to respond to questions in a timely manner, do not supply needed information, or otherwise impair efficient workflows, increase administrative time, and prevent RS Creativ from working to optimum standards and serving other clients in a fair and equal manner.
- A one-time grace period of up to 5 consecutive business days will apply for all new projects to account for unforeseen circumstances.
- After this 5-day grace period, a late fee of $100.00 per day will apply to a maximum of 10% of the total project price.
- With sufficient notice, an extended project delay can be negotiated at a reduced rate of $75 per day for a fixed period of time. After this period, the above $100.00 per day rate will commence.
- All material or property belonging to you, as well as work performed, may be retained as security until all just claims against you are satisfied.
- All billing (including invoices, proposals, estimates, and statements) and reports are provided as a convenience to you at the discretion of RS Creativ.
Accuracy of Information
- You agree that the accuracy of information supplied to RS Creativ is your sole responsibility, and that RS Creativ is not responsible and shall not be held liable for the results of services performed based on inaccurate, incomplete, or untruthful information furnished by you.
Indemnification & Release of Liability
- You shall indemnify, defend, and save RS Creativ harmless from all suits, costs, damages, or proceedings, including, but not limited to, RS Creativ's services, pertaining to all litigation in which you are a party. You shall pay all expenses incurred by RS Creativ including, but not limited to, all attorneys' fees, costs and expenses incurred should RS Creativ be named a party in any litigation to which you are a party.
- You shall further indemnify and hold harmless RS Creativ and its agents, officers, and directors from liability for all claims, costs, suits, and damages, including attorneys' fees arising directly or indirectly out of or in connection with your operation, and from liability for injuries suffered by any person relating to you.
- This Agreement to indemnify RS Creativ is not limited to any acts or omissions, statements or representations made by RS Creativ in the performance and / or non-performance of RS Creativ's duties here under and relating to all contractual liabilities, which may be alleged or imposed against RS Creativ. In the absence of negligence, however, RS Creativ will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, not for unauthorized use by others of such property.
- RS Creativ will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruptions, loss of information, plagiarism, etc. RS Creativ will not be held liable for typographical omissions or errors.
- Either party may terminate this Agreement upon 30 days written notice to the other party. Provided, however, that each party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other party.
- Upon termination, RS Creativ shall invoice you for any payment due, and payment will be due immediately upon receipt.
- If the performance of this Agreement by a party, is prevented or restricted by reason of fire, storm, flood, earthquake, war, labour dispute, transportation embargo, law, order, or directive of any government in matters relating to this Agreement, or any other act or condition beyond the reasonable control of that party, then the party is excused from such performance to the extent of the same, but will use their best efforts to avoid or remove the causes of non- performance and to cure and complete performance with the utmost dispatch.
Governing Law & Jurisdiction
- Unless otherwise specified in the Letter of Engagement, this Agreement and all aspects of our engagement and our performance of the Services are governed by, and construed in accordance with, the laws applicable in the Province of Alberta. Both you and we agree to irrevocably submit any disputes arising under this Agreement to the exclusive jurisdiction of the Courts of that province.
Non-Disclosure & Non-Solicitation
- RS Creativ shall not directly or indirectly disclose to any person other than a representative of yours at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to you, including but not limited to customer lists, contacts, financial data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets.
- The Terms and conditions of this Agreement may be modified or amended as necessary only by written instrument signed by both parties.
Privacy & Confidentiality
- The conduct of this engagement in accordance with the standards and ethical requirements of the Personal Information Protection Act Regulation and the Government of Alberta means that information acquired by us during the engagement is subject to strict confidentiality requirements, in addition to our obligations under the Personal Information Protection Act (PIPA).