Estimates are based on the current costs of production and are subject to increase at any time to meet any rise in such costs.
Work carried out whether experimentally or otherwise at customers request will be charged (plus GST if applicable). All preliminary design concepts and visuals, produced speculatively or commissioned, remain the copyright of AICC unless released by written confirmation.
A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
Every endeavour will be made to respect the confidentiality of the clients work in progress.
Proofs of all work will be submitted for customers approval and AICC shall not incurliability for any errors not corrected by the customer in proofs so submitted. Customers alterations and additional proofs necessitated thereby shall be charged extra. When style and type of layout is left to AICC’s judgement, changes therefrom made by the customer will be charged extra.
Should work be suspended at the request of or delayed through any default of the customer for a period of 30 days, AICC shall then be entitled to payment for work already carried out, materials specially ordered and other additional costsincluding storage.
AICC shall not be liable for indirect loss or third party claims occasioned by delay in completing the work or for any loss to the customer arising from delays incurred by third party providers.
a) AICC may reject any materials supplied or specified by the customer which appear to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged.
b) Where materials are so supplied or specified responsibility for defective work will not be accepted by AICC unless this is due to AICC’s failure to use reasonable skill and care.
Without prejudice to other remedies, AICC shall in respect of all unpaid debts due from the customer have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property as AICC thinks fit and to apply any proceeds towards any such debts.
If AICC shall become unable to make delivery of any goods or perform any services the subject matter of the order through an act of God, outbreak of war, accident, inability to obtain raw materials, telecommunications network or third party host server breakdown, labour dispute of an official or unofficial nature or any other cause whether or not of a like nature to the above but being a cause reasonably beyond AICC’s control, AICC shall be entitled to cancel its obligation to the customer by notice in writing but shall be entitled to payment for any service rendered or goods supplied up to the date of such notice.
These conditions and all other express terms of contract shall be governed and construed in accordance with the Laws of Canada, in specific, the governing laws of the Province of Alberta
All accounts are strictly payable 28 days from invoice receipt.
A 6% monthly interest fee will be added onto any overdue accounts.
Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5% for work in 1 colour and 10% for other work being allowed for in overs or shortage, the same being charged or deducted.
(a) Payment of all outstanding sums due is at the time of delivery except where otherwise agreed in writing.
(b) Unless otherwise specified the price quoted is for delivery of the work to the customers address as set out in the estimate. A charge may be made to cover any extra costs involved for delivery to a different address or to destinations outsidethe local area. (c) Should expedited delivery be necessary an extra sum may be charged to cover any additional costs involved.
Advice arising from damage, delay or loss of goods in transit must be made in writing to AICC and the carrier so as to reach him within 3 days of delivery and claims for non-delivery within 14 days of despatch of the goods. All other claims must be made to AICC within 10 days of delivery. AICC will not be liable under any circumstances in respect of any claim which has not been made to him within the stated period.
The copyright in all graphics, tables, images and underlying codes of website (including cookies) created by AICC are the ownership of AICC and is hereby asserted. The copyright in all material submitted by visitors (“visitors material”) is waived.
The storage and use of information that you supply to AICC will comply with the provisions of the Data Protection Act 1998 and all supporting regulations for the time being in force. Please notify AICC immediately if any of your details alter or are incorrect. This can be done by emailing firstname.lastname@example.org or writing to
Amazing Ideas Cloud Computing, Inc.
CAN, T0B 4C0
You have the right to inspect your stored material and to opt out.
All reasonable care is taken in the compilation of a customers website but AICC accepts no liabilities for any inaccuracies or omissions. AICC also, shall not be liable for damages of any kind arising out of access or inability to access that website or the use of, or reliance upon the website or its content, or any links or pointers to information created or maintained by others (access to which should not be considered as an endorsement of the contents thereof).
Reasonable steps have been taken to ensure that all web and media distibution by CD Rom, DVD or other means and methods has been protected by anti-virus software but all visitors are advised to take all necessary steps to ensure that no virus contamination occurs. No responsibility can be accepted for any loss or damage sustained as a consequence of any virus transmission.
AICC may from time to time recommend third party ICT solution providers to customers. AICC however cannot be held responsible or liable for damages of any kind arising from their service
Visitors material and e-mails are monitored. Therefore the internet should be treated as being an insecure means of communication.
AICC and its customers are required to comply with Canadian legislation relating to websites and ecommerce.
Amazing Ideas Cloud COmputing, Inc., hereafter known as AICC.
In these Terms the following words and phrases shall have the following meanings unless the context otherwise requires:
means all materials created or supplied by you to AICC;
means the date upon which the Term shall commence as specified in Clause 7 of these Terms;
means any programs or data incorporated into software or data that disrupts the proper operation of a computer hardware system or the associated software;
means all information passing from one party to the other party relating to the business of the disclosing party (whether disclosed before or after the date of these Terms), including but not limited to trade secrets, drawings, know-how, techniques, source and object code, business and marketing plans and projections, arrangements and agreements with third parties, customer information proprietary to customers, formulae, suppliers, concepts not reduced to material form, designs, plans and models;
means the premises and/or service provider from which AICC is to provide the Hosting Services;
means the out of pocket expenses incurred by AICC in acquiring anything reasonably necessary for it to perform the requirements imposed on it by this Agreement;
any period of scheduled maintenance and any period during which any Hosting Services or Website is unavailable as a direct consequence of any breach of these Terms by you, negligence by you or your employees, servants or agents, any defect in the Website (other than any defect caused by an act or omission of AICC), any incompatibility between platform software and content and any defect in any software provided by you to AICC under the Agreement;
means those services provided to you as described in Item 1 of the Schedule to this Agreement; ‘ INTELLECTUAL PROPERTY’
means all intellectual property rights relating to or owned by either party to these Terms anywhere in the world (including present and future intellectual property rights) including without limitation Confidential Information, business names or logos, domain names, copyright, database rights, software programmes and source code and all variations, modifications or enhancements to each of them together with any application or right to apply for registration or protection of those rights;
means all materials owned by a party used in the provision of the Hosting Services, including software programs and source code;
‘ONLINE CONDUCT POLICY’
means the policy setting out the terms and conditions on which you agree to utilise AICC’s network, systems, products and services and/or our providers same.
means any employees, officers, agents or contractors of either party;
means the amount specified in Item 2 of the Schedule to be paid by you for the performance by AICC of its obligations under these Terms;
means the period between the Commencement Date and the end date of these Terms as specified in clause 7 of these Terms and;
means your website or sites as hosted by AICC.
‘THE AICC HOSTING SERVER’
The AICC hosting server is the server AICC use to provide hosting, email, and database services.
In these Terms, unless the context otherwise requires:
AICC will provide the Hosting Services to you on the terms and conditions of these Terms and as set out in Item 1 of the Schedule.
You acknowledge that AICC’s systems, servers, and equipment and/or the same of providers of AICC, may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, ecommunicationsconnectivity problems or other causes outside its control. In the event of any such interruptions AICC will notify you by email or facsimile as soon as reasonably practicable of any such interruptions to its ability to provide the Hosting Services. AICC agrees to rectify faults or problems and to restore the system to full operational capacity as reasonably practicable.
AICC gives no condition, warranty, or undertaking, and makes no representation to you about the suitability of, or fitness of the Hosting Services for your purposes other than those conditions, warranties, undertakings or representations expressly set out in these Terms. With the exception of any rights which you may have under applicable law in all warranties conditions and other terms implied by statute or common law are excluded from these Terms to the fullest extent permitted by law. Nothing in these Terms excludes or limits the liability of AICC for: death or personal injury caused by AICC’s negligence; or from fraudulent misrepresentation or fraud. Subject to sub-clauses 5.2 and 5.3 AICC’s total liability in contract, tort, (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the Service Fees received in relation to the Hosting Services; and In no event shall AICC be liable to you whether arising under these Terms or in tort (including negligence or breach of statutory duty), misrepresentation or howeverarising, for any Consequential Loss. ‘Consequential Loss’ shall for these purposes mean (i) pure economic loss (ii) losses incurred by any customer of yours or other third party (iii) loss of profits (whether categorised as direct or indirect) (iv) losses arising from business interruption (v) loss of business revenue, goodwill, anticipated savings (vi) losses whether or not occurring in the normal course of business, wasted management or staff time (vii) loss or corruption of data. We accept no liability however caused (to the maximum extent permitted by applicable law) arising out of the use of or access to our services (which includes without limitation) any errors or omissions contained in your website or if your website is unavailable and we shall not be liable for any direct or indirect: economic losses (including without limitation loss of revenues, data, profits, contracts, use, opportunity, business or anticipated savings); loss of goodwill or reputation; or loss or damage which was not reasonably foreseeable, suffered or incurred arising out of or in connection with your use of our services and/or these terms and conditions.
AICC will not be responsible for the accuracy and/or functionality of the Client Content in the form in which it is provided by you or as modified upon and in accordance with your instructions for inclusion on the Website. If AICC reasonably forms the view that the Client Content of any Website may be pornographic, defamatory, misleading or deceptive or otherwise in breach of any third party’s rights or in contravention of applicable law, AICC may without prior notice or any liability remove that Client Content from the Website and shall within twenty four (24) hours thereafter notify you of its removal. You shall indemnify and hold harmless AICC and its affiliates, employees, agents, contractors, directors, officers and third party providers from all liabilities, demands, costs and expenses (including legal expenses) arising in connection with any Client Content including but not limited to the posting and/or transmission of Client Content on the Website.
These Terms will commence on the date you sign up for this service and will subsist until terminated in accordance with our terms.
The parties agree that unless expressly stated in writing by AICC all fees, charges and payments set out in these Terms or any Schedule to them are exclusive of GST. You will pay AICC the Service Fees for the Hosting Services as specified and calculated in Item 2 of the Schedule within fourteen (14) days after the date AICC’s invoice is sent. You shall reimburse AICC for all agreed Expenses reasonably incurred by AICC in performing its obligations under these Terms. You acknowledge that there may be additional charges or Expenses in relation to additional services required by you beyond those set out in these Terms. Any such additional charges or Expenses will be agreed on in writing in advance between the parties and invoiced separately. You acknowledge that should we need to restore a website from our back-up files there will be an additional charge. If you are in arrears in any payment due to AICC under these Terms, you will pay, in addition to the arrears, interest at the rate of two and a half (2.5) per cent per annum on all arrears for each day during with the default continues. Without limiting any other right or remedy available to AICC, AICC may on giving seven (7) days written notice, and without having to account for or to repay any money previously paid to it pursuant to these Terms, refuse to commence, complete or deliver any work or otherwise comply with the provisions of these Terms on AICC’s part to be observed or performed in the event you: fail to pay any sums due to AICC under these Terms; or otherwise default in the due observance and performance of these Terms.
The parties acknowledge that these Terms do not have the effect of transferring the ownership of any Intellectual Property. Any Intellectual Property owned by either party and required for the performance by the other party of its obligations under these Terms shall be licensed to that other party on a non-exclusive, royalty-free basis for the purpose of fulfilling that party’s obligations under these Terms and for the period during which the use of that Intellectual Property by that party pursuant to these Terms is required. Subject to clause 9.6, you acknowledge and agree that AICC will own all Intellectual Property in connection with AICC’s Materials and that all other Intellectual Property in Materials produced or created by AICC will remain permanently with AICC regardless of whether such Material is in its original form or in a form modified for your use. Subject to you not being in breach of these Terms, AICC grants to you a nonexclusive royalty-free license to use the Materials for the duration of these Terms. You may not modify AICC’s Materials for any purpose without the prior written consent of AICC. AICC acknowledges and agrees that you will own: all Intellectual Property in the Client Content of the Website; and all rights in connection with the Internet domain names attaching to the respective Website. You will procure for AICC a licence on a non-exclusive, royalty-free basis, to use any existing Intellectual Property owned by a third party and required for the performance by AICC of its obligations under these Terms and for the period during which the use of those rights by AICC pursuant to these Terms is required.
You acknowledge and agree that AICC may use your names, logos, domain names and trademarks set out in Item 3 of the Schedule for the following purposes:
You must provide, at your own cost, all telecommunications services, computers and other equipment or services necessary to enable you to have access to the Hosting Services. You must comply with all the rules and regulations that apply to the communications means by which you obtain access to the Hosting Services.
AICC may in its absolute discretion sub-contract the performance of any of its obligations under these Terms
Each party warrants to the other that:
Each party (‘the first party’) indemnifies and undertakes to keep indemnified the other party, its officers, employees, contractors and agents (‘the second party’) against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the second party any person arising out of or as a consequence of an unlawful or negligent act or omission of the first party, its officers, employees or agents in any way connected with these Terms whether arising from any failure by the first party to comply with the terms of these Terms or otherwise.The indemnity extends to and includes all costs, damages and expenses reasonably and properly incurred by the second party in defending any such action, proceeding claim or demands.
15.1 You agree that any works, Items, materials or information of whatever nature produced or developed by AICC or under AICC’s direction pursuant to or in the course of providing the Hosting Services shall remain the sole and complete property of AICC, whether such property is tangible or is in that nature of Intellectual Property (including copyright and rights of Confidential Information). 15.2 If you have fully complied with these Terms and if the works Items, materials or information referred to in clause 15.1 have been produced by AICC as part of the Hosting Services, AICC grants you a non-exclusive and non-transferable licence to use such works, Items, materials and information for such purposes as are necessary in connection with the Website for the duration of these Terms.
AICC may terminate these Terms by notice in writing to you in the event that:
Each party may use the Confidential Information of a disclosing party only for the purposes of these Terms and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information. Either party may disclose Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of these Terms but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party. All documents and other materials containing Confidential Information of either party will be returned to that party immediately upon completion of the Hosting Services. The parties’ obligations to keep information confidential will survive the termination of these Terms. The obligations of confidentiality under these Terms do not extend to information that:
‘Force Majeure’ means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accidents, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, transportation embargo, failure or delay in transportation, including without limitation where AICC ceases to be entitled to access the Internet or ceases to have access to the Internet for whatever reason, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency. If a party is wholly or partially precluded from complying with is obligations under these Terms by Force Majeure, then that party’s obligation to perform in accordance with these Terms will be suspended for the duration of the Force Majeure. As soon as reasonably practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under these Terms.
In the event of ambiguity or conflict between the provisions of these Terms, the Outline Conduct Policy and the Schedules the provisions of these Terms shall prevail.
If any dispute or difference arises out of or in connection with these Terms which the Parties are unable to resolve by negotiation (the ‘Dispute’), the Parties shall seek to resolve the Dispute amicably by using the following procedure. The Parties shall submit the Dispute to an independent mediator (‘Mediator’) appointed by agreement between the Parties to assist them in resolving the Dispute. Any Party may give written notice to the other describing the nature of the Dispute, requiring the Dispute to be submitted to a Mediator and proposing the names of up to three (3) suitable persons to be appointed. If no such Person is appointed by agreement between the Parties within fifteen (15) days after such notice is given (or, if no such notice is given, within thirty (30) days after the Dispute has arisen), any party may request the British Chambers of Commerce to appoint the Mediator. The Parties shall, with the assistance of the Mediator, seek to resolve the Dispute by using an alternative dispute resolution (ADR) procedure agreed between the Parties or, in default of such agreement, established by the Mediator. If the Parties reach agreement as to the resolution of the Dispute, such agreement shall be recorded in writing and signed by the Parties (and, if applicable, the Mediator), whereupon it shall become binding upon the Parties. If: