Terms & Conditions
By using Promotion Media services or custom built plugins, you hereby agree to abide by all terms and conditions below:
The following constitutes the entire agreement between the company, hereby referred to as the “Client,” and “Promotion Media”.
1. STANDARD TERMS AND CONDITIONS: These are the standard terms and conditions for our web site design services, web site development services, web site maintenance services, prepaid support service, creative/graphic design services, digital marketing services, and custom built plugins which apply to all proposals, contracts, invoices, and all work undertaken by Promotion Media for its Client.
2. WEB SITE DESIGN SERVICES: Promotion Media web site design fees are set at $90 per hour unless otherwise agreed upon by both parties in writing. For the creation of any new web site or web site redesign services, Promotion Media submits a written proposal to the Client and fees are payable by the Client in three (3) equal installments:
2.1 WEB SITE DESIGN PAYMENT SCHEDULE
2.1a – The first installment is a deposit and becomes payable by the Client as soon as the written proposal has been accepted in writing by the Client. Once the deposit is received by Promotion Media and has been cleared by the bank, the project is entered into the Promotion Media web site design production schedule. Based on our current web site design production schedule and the anticipated time frame quoted in our proposal to the Client, Promotion Media will provide the Client with a web site design completion date. This completion date is tentative and based on if Promotion Media receives all future payments, texts, graphics, translations and/or any other materials from the Client in a timely manner. Promotion Media reserves the right not to commence any work until the deposit has been paid in full and has been cleared by the bank.
2.1b – The second installment is due once the home page wire frame, color palette, and graphic design portion of the home page is completed to the Clients reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses.
2.1c – The third and final installment is due on the project completion date to the Clients reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. Promotion Media reserves the right to remove any web site design from viewing on the internet until final payment is made and received by Promotion Media. The Client unconditionally and personally guarantees the payments. In case collection proves necessary, the Client agrees to pay all fees (including all attorney’s fees and court costs) incurred by Promotion Media to recover all payments due.
3. WEB SITE DEVELOPMENT SERVICES: Promotion Media web site development fees including programming are set at $90 per hour unless otherwise agreed upon by both parties in in writing. Web site development fees are payable in two (2) installments as soon as the written proposal has been accepted in writing by the Client. 75% as a deposit to commence the project and 25% is due on the project completion date to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right to remove any web development project from viewing on the internet until final payment is made, cleared by the bank and received by Promotion Media. Once the project has been paid in full, Promotion Media will deliver the completed project to the Client.
4. WEB SITE MAINTENANCE SERVICES: Promotion Media web site maintenance fees including technical services are set at $90 per hour unless otherwise agreed upon by both parties in in writing. Web site maintenance services provided by Promotion Media are annual (12 month) agreements. Monthly web site maintenance fees require credit card for payment, no other forms of payment will be accepted for monthly web site maintenance plans unless otherwise agreed upon by both parties in writing. Monthly web site maintenance fees will be charged to the Client credit card on file on the 15th day of each month for the length of the agreement. Monthly web site maintenance fees shall continue for the initial term and, after the end of the initial term, until such time as it is terminated by one or other of the parties. Annual web site maintenance fees may be paid by credit card, check or by Interac email money transfer. Annual renewal notices will be sent to the Client by Promotion Media at least 30 days prior to the renewal date. If no written response is received by Promotion Media, web site maintenance services will continue and be billed according to the previous schedule and at current rates. Clients may terminate their website maintenance agreement at any time with 30 days written notice, an administration fee of $250 plus the equivalent to one month of website maintenance fees applies for early termination of any Promotion Media web site maintenance service.
5. PREPAID SUPPORT SERVICES: Promotion Media provides prepaid support packages to its Client. Prepaid support packages are valid for one year from the invoice date and are non-refundable.
6. CREATIVE/GRAPHIC DESIGN SERVICES: Promotion Media creative and graphic design fees are set at $65 per hour unless otherwise agreed upon by both parties in in writing. Creative and graphic design fees are payable in two (2) installments as soon as the written proposal has been accepted in writing by the Client. 75% as a deposit to commence the project and 25% is due on the project completion date to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right to remove any project from viewing on the internet until final payment is made, cleared by the bank and received by Promotion Media. Once the project has been paid in full, Promotion Media will deliver the completed project to the Client.
7. DIGITAL MARKETING SERVICES: Promotion Media digital marketing fees are set at $125 per hour, payable in advance unless otherwise agreed upon by both parties in in writing.
7.1 SEARCH ENGINE MARKETING (SEM/PPC): Where the Client requests that Promotion Media increases the total amount being paid by the Client to any external service such as Google Ads, Facebook, Bing, Adroll, etc; the monthly management fees shall increase by the following amounts:
7.1a – For monthly ad spends between $5,000 to $9,999, Promotion Media’s management fee will be 20% of total monthly ad spend; unless otherwise agreed upon by both parties in writing; and
7.1b – For monthly ad spends of $10,000 and over: Promotion Media’s management fee will be 17.5% of total monthly ad spend; unless otherwise agreed upon by both parties in writing; and
7.1c – For monthly ad spends of $50,000 and over: Promotion Media’s management fee will be 15% of total monthly ad spend; unless otherwise agreed upon by both parties in writing; and
7.1d – For monthly ad spends of $100,000 and over: Promotion Media’s management fee will be 10% of total monthly ad spend; unless otherwise agreed upon by both parties in writing; and
7.1e – Where the Client requests that Promotion Media decrease the total monthly ad spend being paid by the Client to any external service such as Google Ads, Facebook, Bing, Adroll, etc; the management Fee shall reduce to not less than $1000 per month; unless otherwise agreed upon by both parties in writing.
7.2 DIGITAL MARKETING CAMPAIGNS: Where the Client requests that Promotion Media creates new digital marketing campaigns or implements changes to existing digital marketing campaigns, the Client ensures that Promotion Media will receive all finalized campaign details, texts, translations and assets at least 7 days prior to the set launch date of the campaign. Failure to provide Promotion Media with all finalized campaign details, texts, translations and assets at least 7 days prior to the set launch date of the campaign, and if Client wishes to meet the launch date of the campaign, Client will be billed a set fee of no less than $250. This fee will be determined by Promotion Media at the time of receiving such late materials and Client will be advised in writing. Client can either accept the fee as set by Promotion Media in writing or; the Client can extend the campaign start date by providing their consent in writing.
8. CUSTOM PLUGINS: Purchasing a custom built plugin from Promotion Media gives the Client a non-exclusive limited license to use the plugin. Upon receipt of successful payment by Promotion Media, an email will be sent to the Client which will contain the plugin files. Promotion Media plugins are provided to the Client “as is” without warranty of any kind, expressed or implied (as per GPL v3). We will not be liable for any damages resulting from the use or inability to use our plugins. This includes but is limited to indirect, direct, special, incidental or consequential damages or losses, including data loss. All plugins sold on this website are the property of Promotion Media. You may not claim intellectual or exclusive ownership rights to any of our plugins. Promotion Media plugins include the full source code and therefore, no refunds can be made by Promotion Media for the purchase of any plugin, at any time and for any reason. Promotion Media attempts to provide the best possible support for our plugins in a timely manner. Promotion Media does not guarantee that any support query will be resolved in a way that the Client is completely satisfied with, or within a specific timescale.
9. SUPPLY OF MATERIALS: You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, photographs, written copy, translations, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we reserve the sole right to extend any previously agreed deadlines by a reasonable amount. Where you fail to supply materials, and that prevents the progress of the work, we have the right to stop work and invoice you for any balance on the contract, administration fees and for any other money due.
10. VARIATIONS: We are pleased to offer you the opportunity to make revisions to any website design, website development, and/or creative/graphic design work while they are in their testing phases. However, we have the right to limit this number to a reasonable amount and may charge for additional modifications if you make a change to the original specifications. Our website design and website development phases are flexible and allows for certain variations to the original specification. However any major deviation from the specification will be charged at the rates listed above unless otherwise agreed upon by both parties in writing.
11. DELAYS AND CLIENT LIABILITY: Any time frames or estimates that we give are contingent upon your full co-operation along with complete and final content for the project. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process. We will not be responsible if the project remains largely unfinished or is delayed, due to your own inaction, or by not approving design mockups / requesting web design changes on time. After the initial 45 calendar days, if the project is still unfinished, the hourly rates listed above would be billed for any further change request, unless another amount has been agreed upon by both parties in writing.
12. APPROVAL OF WORK: On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the remaining balance of the project price will become due.
13. REJECTED WORK: If you reject any of our work within the 7-day review period and not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as complete and take measures to recover payment for the contracted work.
14. PAYMENT: Upon completion of the 7-day review period and before the launch of website on your domain name, we will invoice you for the balance of the project. We will never automatically charge your card without your approval. We reserve the right to remove any Web Design Project from viewing on the Internet until final payment is made. You unconditionally and personally guarantee the payments. In case collection proves necessary, you agree to pay all fees (including all attorney’s fees and court costs) incurred by Promotion Media to recover all payments due.
15. COPYRIGHTS & TRADEMARKS: The Client must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks, or any other material that you supply to Promotion Media to include in your website or web applications. You indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
16. WEB SITE LICENSING: Once the Client has paid Promotion Media in full for all of our work, we grant to you, the client a limited license to use the website, website design, creative/graphic design and contents for the life of the website. The limited license means that for the life of the website designed by Promotion Media, the Client must maintain an active and visible link to https://www.promotionmedia.ca within the footer section of all website pages available on the Internet. Should the Client wish to remove this license limitation, Client shall be charged an annual $1000 white label fee.
17. SEARCH ENGINES: All website designed by Promotion Media are search engine friendly. However we do not guarantee any specific position in search engine results for your website. Promotion Media does perform search engine optimization and search engine marketing services according to current best practices at an additional cost.
18. WEB SITE HOSTING: Promotion Media is not a web site hosting company nor does Promotion Media offer web site hosting services. We work with third parties whose business is to provide web hosting. Our customers have direct relationships with these vendors, although we usually manage this relationship. Promotion Media will not be held responsible in any way, including monetary compensation for any data loss, data theft, downtime, hacks, viruses or any other losses due to web hosting.
19. CONSEQUENTIAL LOSS: Promotion Media shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
20. DISCLAIMER: Notwithstanding anything to the contrary contained in this contract, neither Promotion Media nor any of its employees or agents, warrant that the functions contained in the web site design, web development, creative/graphic design, marketing projects, or custom plugins will be uninterrupted or error-free. In no event will Promotion Media or its owners or employees will be liable to you or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the website hosting service or any other circumstances beyond our reasonable control, any lost profits, lost business, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor’s computer or Internet software, even if Promotion Media has been advised of the possibility of such damages.
21. ASSIGNMENT: Promotion Media reserves the right to subcontract any services that Promotion Media has agreed to perform for its Client as we see fit.
22. NON-COMPETE AND NON-DISCLOSURE: Promotion Media agrees that we will not at any time disclose any of the Client confidential information to any third party during the time of our contract. Promotion Media agrees that we will not at any time compete with the Client during the time of our contract. If Client wishes to discuss a non-compete and non-disclosure agreement with Promotion Media which extends beyond the length of our contract, Client may request so in writing. The fees and terms of the extended non-compete and non-disclosure agreement will be negotiated in writing between the Client and Promotion Media.
23. ADDITIONAL EXPENSES: The Client agrees to reimburse Promotion Media for any requested expenses which do not form part of our contracted proposal including but not limited to additional pages, purchase of third party software, stock photographs, fonts, domain name registration, web hosting, SEO or advertising services or any other comparable expenses. These extra add-ons have to be paid immediately upon your request and will be discussed in writing between Promotion Media and the Client prior to any such order being placed.
24. BACKUPS: The Client is responsible for maintaining their own backups. Promotion Media will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us. If the Client provides Promotion Media a written request to restore a file, website or function originating from a backup that Promotion Media has in its possession, the Client will be charged our hourly rate of $90, unless another amount has been agreed upon in writing.
25. OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING: Promotion Media will supply to the Client all account credentials for domain name registration and/or web hosting that Promotion Media purchased on behalf of our Client when the Client reimburses Promotion Media for any expenses that Promotion Media has incurred or have agreed upon in writing.
26. RIGHT OF REFUSAL: Promotion Media reserves the right to refuse or terminate service to anyone for any reason not prohibited by law. Also we have the right to be free from acts or threats of disruptive behavior, abusive and/or offensive language, including intimidation, harassment and/or coercion, which involve or affect our operation. Abusive communications in any form (email, phone, in person, etc.) are strictly not tolerated.
27. DEFAULT AND/OR TERMINATION: In case of default and/or termination by the Client in respect to the terms of the current agreement, Promotion Media may unilaterally put an end to the contract and claim further damages to the extent of all fees due to the end of the current term and any terms already renewed, as well as any interest and penalties incurred. Late payments will incur interest charges of 2% monthly. Any pre-authorized payments, credit card payments or checks returned for any reason will be billed at $40 per incident. Promotion Media reserves the right to terminate all agreements made with any Client, for any reason.
28. TRANSFERS OUT: Clients may terminate this agreement at any time and transfer out their website and/or domain at anytime as long as all outstanding invoices and/or money due has been paid in full along with our one-time $500.00 administration fee. Once all outstanding invoices and/or money due including the one-time administration fee has been paid in full, Promotion Media will package all contents of the website including passwords either in zip format or on a usb drive and deliver it to the Client within 7 business days.
29. REFUNDS/WARRANTY: Promotion Media does not offer any kind of refunds or warranty to our Client for any services rendered at any time.
30. MISCELLANEOUS: Both parties agree to have this contract drafted in the English language. The parties further agree that the laws of Ontario and Canada shall be the governing laws with respect to this agreement. All funds referred to in this agreement are in Canadian Dollars, except in the case of Promotion Media custom plugins. Promotion Media custom plugins are sold in US dollars. This agreement constitutes the entire agreement between the Client and Promotion Media. Any changes or modifications thereto must be in writing and agreed by both parties.
Client hereby acknowledges having read the terms and conditions of this agreement, which are set forth on this page. Such acknowledgement is conclusively evidenced by the Client paying their invoices. The Client hereby acknowledges delivery of Promotion Media services and confirms that Promotion Media services are totally fit for their intended purposes and is in all respects as represented. Promotion Media reserves the right to update these Terms and Conditions at any time for any reason, without prior notice or consent. You can visit this page at any time to view the current version.
Effective Feb. 24th, 2019 – Rev. 1.0