By entering into a contract with us on any project, you agree to the following terms and conditions.

1. What you can expect from us

1.1 Your Account Manager and his/her team will afford your project due priority. You will understand that as a busy graphic design company, our directors and Account Managers maintain a very full caseload. From time to time very urgent matters may arise on other projects, which will prevent us from giving your case immediate attention. We will never lose sight of the fact that your project is of the utmost importance, but we do seek your understanding if such eventualities should arise.

1.2 We shall Endeavour to keep costs of meetings to a minimum. Where possible we will include these charges within the estimate or quotation for work. Should circumstances arise where this is not possible you will be advised in advance of any expected costs. Face to face meetings within downtown Toronto are charged $60/hour of those attending, face to face meetings at your place of work or designated location are charged at the hourly rate of those attending.

1.3 Traveling time up to 20 minutes (within the TTC areas) in each direction will not be charged. All other traveling time will be charged at $60/hour. Expenses for travel to/from meetings totaling over $5.00 will be charged at cost and added to your invoice.

1.4 If you feel that the service we provide falls short of our commitment as set out in these conditions, or of the standard that you feel entitled to expect, please tell us in writting. If, however, you find our service satisfactory or (we hope) better that this, we do ask that you consider recommending us to others.

1.5 Current hourly charge out rates can be obtained from any member of our team upon request.

1.6 Turnaround times which are quoted in the price list and web site are normal target times only and Charlie & Co. accepts no liability for failure to meet these times, but will use its best endeavors to do so.

2. What we will expect from you

2.1 We ask you to give us any information, pictures, logos, etc and instructions that we request from you promptly, in order that we may progress with your project as efficiently as possible.

2.2 Any information, graphics or other files supplied to us must conform to our software/print requirements.

2.3 We ask that you settle our accounts promptly and in accordance with clause 6.

3. Managing data and your instructions

3.1 In the absence of any written instructions we will not discuss your project with any other person, persons or company other than those directly involved with the project. In particular, we will not disclose any information (plans, ideas, original concepts, etc) other than where it is necessary to enable us to carry out your instructions or proceed with the project.

3.2 Similarly, we will not be able to give information to or receive instructions from any person other than yourself, in the absence of your specific written instructions. In the case of Companies and Partnerships we will accept instructions from any Director or Partner, unless you provide us with written instructions to the contrary.

3.3 You may of course authorize us to disclose information to and receive instructions from any person on your behalf. If you wish us to deal with any other person in this way then please confirm the position to us in writing.

3.4 We will take careful notes of meetings, instructions and activities on your project to ensure that the fullest possible information is kept on file so that any member of the team dealing with your project will be able to understand the current position. The task to collate and store this information will fall to your designated Account Manager.

3.5 If any items of work including prints and original files belonging to a client are not collected after 12 months of requested work being done, Charlie & Co. reserves the right to dispose of such materials.

4. How we calculate our charges

4.1 We appreciate that out clients like to know in advance how much the work for a project will cost. However, this is frequently not possible because the amount of work required is dictated by changes to and progression with your project and by the virtue of the type of work that we do.

4.2 Notwithstanding, the difficulty in estimating our costs we will always try to give the best estimate possible.

4.3 Our estimate or quotation will, of course, be based on the initial information that you have given us and may be subject to variation if unknown factors emerge which complicate the project. You will be advised if such unforeseen complications arise and we will discuss with you our revised estimate of charges.

4.4 If the client final order changes from the original specifications made for the quotation, Charlie & Co. reserves the right to vary the quotation.

4.5 All quotations given by Charlie & Co. will be valid for 20 days from the date of quotation.

5. Cancellations

5.1 Should you have to cancel or postpone a project for whatever reason, you will be charged for all work-undertaken to-date. You may also be subject to charges in circumstances where machinery or services have been reserved for your project (such as booking your project onto a print press) and cannot be substituted for an alternate project.

5.2 In circumstances where you have to postpone a project, we reserve the right to request all outstanding payments to be settled prior to commencement of any further work. We may, at our discretion, request that the entire balance for the project be settled also.

6. Payment of charges

6.1 We employ two payment systems. One for corporate account customers and one for non-account customers. If you do not have a credit account with us you can apply to your Account Manager who will send you the appropriate application form.

6.2 With the exception of payments for a deposit, credit account customers shall benefit from credit terms of 30 days from the invoice date. Non account customers shall be required to make immediate payment on presentation of our invoices.

6.3 Current customers are required to pay a 50% deposit prior to commencement of all multimedia (Web) projects and 50% for printed matter that exceeds $250 net value. The remaining amount due will be invoiced on completion of the project. Depending on the project these percentages may vary.

6.4 New customers are required to settle all invoices for printed matter in full prior to the commencement of work. For multimedia (Web) projects payment must be made in full prior to the commencement of any work unless the customer is opting to pay by standing order. In this instance, a 50% deposit shall be payable immediately (and prior to the commencement of any work), followed by three equal payments of the remaining balance.

6.5 For on-going projects and/or for a project that exceeds one month (30 days), invoices will be issued at the end of each month and shall detail all work carried out within that month.

6.6 All invoices clearly state the date upon which payment is due. We will expect payment in full on or before this date. If payment is not made on or by the due date, we will automatically impose the Credit Administration Fee as detailed in clause 6.a. This fee will be enforced without prejudice to our other rights. Additionally, if the monies due are in respect of the design of a Web site, we shall be entitled to restrict access to the site or take the site off-line until all monies due are paid in full.

6.6 a Invoices not paid by the due date will have a Credit Administration Fee of $75.00 added to the total amount due. This fee is not payable if the invoice is paid in full on or prior to the due date specified. The credit administration fee covers loss of interest and administration costs to recover overdue monies.

6.7 In addition to the credit administration fee, invoices that remain overdue for longer than 90 days (three months) may be referred to our solicitors for litigation and will be subject to further charges. These additional charges are as follows – 3% of the outstanding balance for each month that the amount remains unpaid from the date that the invoice became due. This amount is accumulative and will be applied at monthly intervals (or part thereof) following the invoice due date.

6.8 Business Cheque, Cash and Money orders shall be the only accepted forms of payment. All payments payable to Charlie & Co.

6.9 Title to goods and intellectual copyright remain with us until all monies due for the work/service provided are fully paid.

6.10 The client must contact Charlie & Co. concerning details of an invoice within 2 days of the date of the invoice.

6.11 Charlie & Co. will invoice the client 20 days from beginning the project. If feedback is not received from the client contribute to the progression of the project.

6.12 Charlie & Co.’s liability to the client or any other party for the loss including theft, or destruction or damage to any materials provided by the client which are deposited with Charlie & Co. for whatever reason; Will be limited to the replacement cost of the actual material and; Charlie & Co. will not be liable for the cost of reshooting or reprinting the material contained on the material and; Charlie & Co. will not be liable for any loss or damage to the client or any other party including loss of income and; It is the clients responsibility to insure against such loss and damage. Charlie & Co. will not be liable for failing to complete any contract between Charlie & Co. and the client due to circumstances beyond Charlie & Co.’s control including loss of power supply, machine breakdown, loss of materials, fire, storm, flood, act of god, war, civil disturbance or terrorism.

7. Purchasing of Internet domain names

7.1 Until we have confirmed successful registration of the domain name to you in writing by means of an invoice or otherwise, there is no guarantee that the name requested has been secured. We reserve the right to refuse registration requests that we consider being of an explicit sexual, indecent or racist nature or where the name is likely to be used for immoral purposes.

7.2 Once registered, a Domain Name cannot be ‘unregistered’. If a Domain Name is no longer required you should refrain from renewing it upon expiry. The Domain Name will be back into general circulation.

7.3 We will charge a nominal fee of $10 to transfer a Domain Name to our control. Transfer of a Domain name to another ISP or Tag holder is free, unless we insue charges, which will be passed on to you.

8. Graphic design and consultancy

8.1 We shall apply charges for design and Consultancy in-line with our current published tariffs.

8.2 Unless otherwise agreed in writing, we shall present you with a written quotation prior to the commencement of work.

8.3 Additional work required and not detailed within the original quotation shall be presented to you for approval prior to commencement.

8.4 In circumstances where you have requested a proof, we will not proceed with the work until the proof has been authorized. If the proof provided has not been altered or authorized within 14 days, without explanation Charlie & Co. reserves the right to present the invoice for payment in full. All design Proofs will be provided in PDF or JPG format.

8.5 We shall retain all rights to the intellectual copyright of original graphics/files and photographs taken by us unless otherwise agreed in writing. The presentation of the original/source files to you will incur a fee for the release of our intellectual copyright, this is currently 25% of the original contract fee. Upon payment of the fees, we shall relinquish copyright and ownership of all files relating to the contract in your favor.

8.6 All graphic design and creative work is undertaken on the understanding that you are familiar with the quality and style of previous work and projects undertaken by us. In the unlikely event of us not agreeing on the style chosen for your project or approach we have used, you will be required to pay for all work and services undertaken to-date prior to cancellation.

8.7 Charlie & Co. claims no copyright in material submitted to us for the purpose of fulfilling the clients instructions. The client warrants that the client owns or controls all rights, has obtained all copyright, or has permissions, consents and waivers that as are now and hereafter required for all copying, processing, scanning, printing and manipulation to be undertaken by Charlie & Co. . The client also warrants that no copyright or moral rights will be infringed by Charlie & Co. carrying out the requested work. The client agrees to indemnify Charlie & Co. against all losses, damages, claims, or expenses which Charlie & Co. may incur by virtue of any breach of the above warranties.

8.8 Charlie & Co. will, if requested by the client, scan images to a colour balance provided by the client by way of reference prints or Polaroid’s. If no such request or reference material is provided by the client Charlie & Co. will scan and/or print images using its own ‘judgement’ for colour balancing.

9. Web site design

9.1 Unless otherwise agreed in writing prior to commencement of work, you shall retain the title of ownership and the intellectual copyright to the design of a Web site once all related invoices and monies due have been paid in full.

9.2 Should you wish to modify the site yourself, you must first terminate any maintenance agreement with us. Once this has taken place, we will upload the complete Web site to your server the file format for a Web site presented to will be that of whichever Web authoring software we are using.

9.3 Renewal fees for maintaining the site will be based on the work involved to keep your Web site fully maintained during the first twelve months.

9.4 We shall not be held responsible for technological advances or discoveries made after completion of designing a Web site that cause your Web site to become out of date or prevent it from functioning to its optimum. We reserve the right to make appropriate charges to modify a site and bring it up-to-date with the aforementioned technological advance/discovery.

9.5 Please also refer to clause 8.5 in relation to intellectual copyright of original source/graphic files.

9.6 Charlie & Co. will not be held responsible for grammatical or spelling mistakes unless you have requested and paid for a copyright service.

10. Discretionary design, print and production credits

10.1 We shall, where deemed appropriate by all parties, insert a small single text credit on projects produced, designed and/or printed by us. The credit will be discreet, non-distracting and will contain only text.

10.2 The credit shall read in one of the following ways; Produced by Charlie & Co. Or Designed by Charlie & Co.. Whichever of these relevant statements is used may be followed by either our telephone number or web site address depending on the nature of the project. Web site projects will include the words Charlie & Co. being made into a hyperlink to our own Web site (which, when clicked on, will always open in a new browser window).

10.3 The reason why we place the credit is that the majority of design work is gained by recommendation and word of mouth – obtaining projects in this manner is an integral part of our business.

10.4 Circumstances where we would automatically deem the credit intrusive or inappropriate shall include business cards and small publicity items, business stationery such as letterheads and compliment slips, etc.

11. Force Majeure

11.1 Neither you, our client, or us shall be liable to the other for any failure to perform any obligation under these terms and conditions which is due to an event beyond the control of such party. Including, but not limited to, act of God, war, insurrection, riot, civil unrest, act of civil or military authority. Any party affected by such event shall immediately inform the other party of the same and shall use all reasonable endeavors to comply with these terms.

12. Cancellation

12.1 Charlie & Co. reserves the right to terminate this agreement at any time with or without cause, including your violation of the Terms of Service or failure to pay fees within 60 days of the date they accrue. Termination does not release you from the obligation to pay all accrued charges.

13. Waiver

13.1 Failure to insist upon strict performance of any provision of these terms of business or the failure of either party to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under these terms.

13.2 No waiver of any of the provisions of these terms shall be effective unless it is expressly stated to be such and signed by both you and us.

14. Severability

14.1 If any provision of these terms is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of these terms shall continue in full force and effect as if the terms had been executed with the illegal or unenforceable provision eliminated.

15. Entire terms and conditions

15.1 These terms and conditions constitute the entire understanding and agreement between you our client, and us, relating to the subject matter of these terms. By starting a project with Charlie & Co. you agree to all of these Terms and Conditions.