Terms and Conditions

1. Services

1.1 IDO Media (“Firm”) will perform services for Client in connection with the planning, provision, creation and/or placing of branding, research, advertising, marketing, consulting, recruiting, development, creative, digital, and/or other services for Client, during the Campaign Period, as provided in the associated service Agreement (“Agreement”). Such services are collectively referred to as “Services”.

1.2 The provisions of the Agreement shall come into full force and effect on the date of ratification by Client and Firm (“Effective Date”), unless otherwise specified. Any party may request modifications to the Agreement prior to the Effective Date.

1.3 Services will be rendered within a specified start and end date (“Campaign Period”), which begins after the Effective Date unless otherwise specified.

1.4 Unused services will be terminated after the Campaign Period has lapsed. If Client renews their agreement beyond the original term, unused services can be carried forward to the new campaign.

1.5 No ads will be posted on general holidays. Customer service is available during regular office hours, after-hours messages will be replied to the next business day.

1.6 During the term of this agreement, Client may wish to assign additional projects, products, or services to Firm beyond the Services outlined in the Agreement (“Out-of-Scope Assignments”). Firm agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with Client regarding additional compensation to be paid to Firm and other relevant terms and conditions.

1.7 Nothing in this Agreement will be deemed to require Firm to undertake any act or perform any services which in its good faith judgment would be misleading, false, libelous, unlawful, in breach of a contract, or otherwise prejudicial to Client’s or Firm’s interests.

2. Client Approval of Materials

2.1 Firm shall submit to Client for its approval all elements of any materials to be produced or placed hereunder, including, but not limited to, all copy, layouts, slogans, websites, artworks, graphic materials, and photography (collectively, “Materials”).

2.2 Submission for prior approval of Materials will not be required to the extent that they are preliminary only.

2.3 If Client neglects to provide requested content or input on the development of Services or Materials, Firm may be unable to obtain Client approval for Materials. Client approval being delayed or withheld without reasonable explanation during the campaign period may result in the delay or non-delivery of Services by the Firm.

2.4 In cases where Materials, or requests for input on the development of Materials, have been submitted to Client in the attempt to deliver Services, the Firm will not be held liable for delay or non-delivery of the relevant Services as a result of delayed communication or lack of communication by Client.

2.5 In cases where Firm has not received Client approval of Materials in time for those Materials to be used as scheduled, Firm reserves the right to substitute previously-approved Materials for the scheduled Materials.

3. Confidentiality

3.1 The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information.

3.2 The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement.

4. Ownership

4.1 Client hereby grants Firm the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of IDO Media and a brief scope of services provided.

4.2 In addition, Client hereby grants Firm the right to display its logo (or other identifying information) and a hyperlink to Firm’s website on the home page of Client’s website.

4.3 Any use of Firm’s logos or links on Clients website must be approved in writing by the Firm.

4.4 Any copyrighted or trademarked works provided to Firm by Client (including, but not limited to, logos, photographs, video, music, or text) are the responsibility of the Client to ensure that relevant licenses, rights, or permissions are obtained for any uses necessary to deliver Services. Client accepts liability for copyright- or trademark-protected works upon Client approval of Materials involving those works.

4.5 Materials developed by Firm (including, but not limited to, logos, designs, posters, banners, etc.) are owned by and the copyright of IDO Media. Client shall not use Materials outside the scope of agreed Services without prior consent from Firm unless creative services are paid for as part of the agreement.

5. Subcontracting

5.1 Client acknowledges that Firm may, in the rendition of the Services hereunder, engage third party suppliers and other vendors and subcontractors from time to time to provide certain services.

5.2 Firm shall supervise such services and endeavor to guard against any loss to Client as the result of the failure of subcontractors to properly execute their commitments, but Firm shall not be responsible for their failure, acts or omissions, except where such failure, acts or omissions are due to Firm’s negligence or willful misconduct.

6. Payment

6.1 Payment methods accepted from Clients for Agreements include: Credit Cards (Visa, Mastercard), Cheque, EFT, or EMT.

6.2 Payment will be considered complete when Firm has received the funds in Firm’s accounts.

6.3 Payments are expected in Canadian Dollars, with applicable federal/provincial taxes applied. Payments made with international currency may be assessed an additional fee based on transaction fees, exchange rate, or other applicable costs to Firm.

6.4 Payments will be made on a schedule as agreed upon in the Service Agreement. First payments are to be made upon the Effective Date of the Agreement, after which delivery of services will begin. For Agreements on a payment schedule of regular periods such as monthly or quarterly, subsequent payments will be made according to the payment schedule outlined in the Service Agreement.

6.5 Disruptions to payment being processed properly will be considered a failure to provide payment as agreed, including (but not limited to): non-sufficient funds, late payment, credit card chargebacks, cheque cancellation or bouncing, or other circumstances that prevent Firm from collecting payment according to the payment schedule.

6.6 Firm will attempt to cure the situation with Client and make reasonable attempts to secure payment before rendering Services as outlined in the Agreement. Firm reserves the right to postpone Services due to disruptions in payment schedule.

6.7 Failure to provide payment as agreed may result in fees being assessed before Services are delivered. Late payment fees will equal 5% of the campaign monthly rate (or the equivalent of, in cases where payment is provided on a different schedule) per business day payment is outstanding. Cheque cancellation or bouncing will incur a one-time fee of $15.00 CAD.

7. Renewal

7.1 Firm may approach Client regarding renewal of the Agreement (“Renewal Agreement”) within the Campaign Period.

7.2 Renewal Agreements may make reference to the first Agreement but are not bound by the terms of the referenced previous Agreement and may contain different Services, terms, or a different payment schedule.

7.3 Materials or Services provided by Firm for one Agreement may be reused for a Renewal Agreement with Client’s approval.

8. Agreement Termination

8.1 Possible reasons for Agreement Termination may include:

• • Client requests the Agreement be terminated, as outlined in Section 8.2
  • Client violates any of the provisions of this Agreement or does anything which is materially harmful to Firm, or which substantially inhibits Firm’s ability to render Services.
  • Non-payment.
  • Lack of communication.
  • Force Majeure, as outlined in section 8.8

8.2 All requests for termination of a service agreement must be provided in writing at least thirty (30) days in advance (“Termination Notice“).

8.3 All expenses incurred by the Firm in order to deliver Services will be covered by the Client in case of cancellation. In the event of a request for Agreement Termination, the Firm reserves the right to use its discretion to determine the refunded amount between the minimum and maximum amounts, as defined in Section 8.4, subject to the conditions in Sections 8.5 and 8.6. 

8.4 The maximum refund amount will be equal to value of the remaining full payment periods beyond the Termination Notice, according to the payment schedule outlined in the Service Agreement. If full payment was due upon signing, the maximum refund amount will be pro-rated based on the Termination Notice and campaign start date. The minimum refund amount will be equal to the cost of one full payment period, provided there are any full payment periods remaining beyond the Termination Notice. 

8.5 Agreement Termination may result in discounted or complimentary Services being valued at regular (“a la carte”) rates, due in part to the majority of Firm’s costs being incurred at the beginning of the Campaign Period. Discounts or complimentary Services are offered under the assumption that the full value of the proposed Agreement will be collected over the course of the Campaign Period.

8.6 Ownership of all Materials and other content related to the delivery of Services included in the Agreement will be retained by Firm in the event of Agreement Termination. Firm reserves the right to delete, remove, modify, pause, revoke access to, or issue statements regarding previously delivered Services.

8.7 Agreements with a monthly payment schedule are indefinite and will continue until cancellation or renewal of the Agreement are requested, unless an expiry date for the Agreement is specified.

8.8 In the event of force majeure and other factors, such as major events, natural disasters, government bans, strikes, etc., resulting in Services that cannot be delivered in a timely manner, Firm will not bear any liability for breach of contract, and will arrange another time for the delivery of services after communicating with Client.

Revised: January 2022

Please address all legal matters to legal@idomedia.ca