Downloadable PDF: Terms and Conditions
Use of Work
- The work carried out and materials created during the course of this project shall not be used for any purpose other than that which is set out in the proposal as to Use & Rights without prior approval of the Cartographer.
- In no circumstances may work in rough form be used or published by the Client as finished work or be used as a basis for completion by others, without the prior written consent of the Cartographer.
Copyright and Ownership
- Unless otherwise stated herein, all services provided and materials created in the course of this project by the Cartographer shall be for the exclusive use and benefit of the Client, other than for the promotional use of the Cartographer.
- The Cartographer is the first owner of all work or materials created during the course of this project. Copyright and other intellectual property rights, and all mockups, artwork, specifications, electronic files, software documents and all other tangible materials, including preliminary concepts, accepted or rejected elements, works in progress, and finished materials which have been created or furnished by the Cartographer during the course of this project shall remain the exclusive property of the Cartographer unless otherwise specifically assigned in writing.
- As set out in the proposal as to Use & Rights and upon payment in full of all fees and disbursements, the Client is entitled to these specific usage rights for the purpose of reproduction of approved final designs.
- Unless otherwise stated, the Cartographer retains the moral rights to all work created in the course of this project.
- All intellectual property rights and materials shall remain the property of the Cartographer, whether assigned or not, until all the Cartographer’s invoices are paid in full.
- If the Client wishes to make additional use of the materials or ideas obtained therefrom, the Client agrees to seek permission from the Cartographer and to make such further payments as are agreed to by both parties at that time.
- In the event the Client uses the deliverables or any derivative works thereof for another project or outside the scope of the rights granted herein, Cartographer shall be entitled to further compensation equal to 200% of the original Project fee unless otherwise agreed in writing.
Conditions of Engagement
- Fee quotations and proposals are subject to amendment or withdrawal by the Cartographer at any time prior to the acceptance of an agreement between the Client and the Cartographer.
- A signed agreement or other written confirmation, including by email, of contract is required prior to the start of the project.
- The Client and the Cartographer each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and Cartographer and enforceable in accordance with its terms.
- These terms along with the proposal represent the entire agreement between the Client and the Cartographer, and may only be changed or modified in writing and with the approval of both parties.
- Neither the Client nor the Cartographer may assign or transfer their interest in this agreement without the written consent of the other.
- This agreement shall be binding upon both parties and their heirs, successors, personal representatives, and assigns.
- The waiver of a breach of any of the provisions of this agreement shall not be construed as a continuing waiver of other breaches or other provisions hereof.
- Schedules or time estimates are subject to change upon one week’s notice in writing by either party.
- The Client agrees to provide any and all information having direct bearing on the successful outcome of the project, and to inform the Cartographer in writing of any portion of the project which is confidential.
- The Cartographer agrees to treat such information as confidential.
- The Client shall pay the Cartographer a non-refundable deposit as set out in the agreement as to Fees & Expenses and Payment Terms.
- The Client shall pay the remainder of the fees upon receipt of invoice.
- When a project is longer than 30 days, invoices may be issued at set stages in the project as set out in the agreement as to Fees & Expenses.
- The Client shall reimburse the Cartographer for all out-of-pocket expenses and disbursements incurred by the Cartographer in the course of this project as set out in the agreement as to Fees & Expenses.
- Typical out-of-pocket expenses include, but are not limited to: font purchase/licencing; GIS dataset purchasing/licensing; aerial/satellite imagery purchase/licensing.
- Estimates for reimbursable expenses are for planning purposes only. The Cartographer shall strive to work within stated budgets, but is not liable if expenses exceed estimates as a result of changes to the project’s parameters.
- The Cartographer may act on behalf of the Client to contract with other individuals or companies, to provide additional services such as, but not limited to writing, photography, illustration, or pre-press services. The Client agrees to be bound by any terms and conditions of such contracts, including credits and usage rights, with respect to reproduction of the materials that may be claimed by these third parties.
Rushed or Prolonged Work
- Any work required in advance of an agreed schedule or timetable, any shortening of the contract period, or additional fees and expenses incurred during a project due to Client delays or extensions shall be charged and paid for at an additional rate agreed to in advance, or, failing agreement, at a reasonable rate to be determined at the discretion of the Cartographer.
Materials Provided by the Client
- The Client shall provide accurate and complete information and materials to the Cartographer, and guarantees and warrants that all materials are owned by the Client or that the Client has all necessary rights, including copyright and waiver of moral rights in such materials, to permit the Cartographer to use them for the project.
- All copy, photographs, artwork and other source materials submitted by the Client shall be of professional quality and in a form suitable for reproduction without further preparation or alteration. An additional charge may be made when materials are submitted by the Client in such a form which prevents them from being readily utilised.
- Copy provided by the Client on disk or as electronic files shall be readily usable. If the Client has specific requirements for how electronic files are to be prepared, the Client shall inform the Cartographer of same at the outset of the project.
- The Cartographer shall delete all materials provided by the Client within 30 days after project completion and payment of all invoices.
- The Client shall appoint a sole representative with full authority to provide necessary information required by the Cartographer and to provide reasonable approvals.
- The Client shall proofread and approve all elements of final designs. Approval must be provided before production can continue. Corrections, if required, shall be identified on proofs, artwork, facsimiles, or drawings, or clearly itemized in writing.
Revisions and Additions
- Any revisions, additions, or alterations to the project modifying the terms of the agreement as the Services to be performed and not included in any fee specified, shall be billed as additional services. Such additional services shall include, but shall not be limited to, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation of artwork.
- The Cartographer shall keep the Client informed of additional services that are required, and shall request the Client’s approval for any additional services which cause the total fees to exceed the fixed or estimated fees set forth in this agreement.
Storage and Access
- The Cartographer shall retain and store all final electronic files for a period of 12 months after completion of the project. Upon expiration of this period, all such materials may be destroyed by the Cartographer.
- The Client shall have reasonable access to all stored materials for the purpose of review, and shall pay the Cartographer a reasonable fee for de-archiving or retrieving materials, should expenses be incurred.
- No modifications or alterations to any designs or other work created by the Cartographer shall be made without written consent of the Cartographer. Any modifications or alterations shall be carried out by or under the supervision of the Cartographer and shall be paid at a rate agreed to by both parties in advance.
Design Credits and Samples
- The Cartographer shall be entitled to claim authorship of a design, and a published or manufactured work shall bear a credit to the Cartographer at the discretion of the Cartographer.
- The Cartographer shall have the right to use samples and make copies for promotional purposes.
- The Cartographer warrants that the work provided to the Client by the Cartographer is original. The Cartographer agrees to indemnify the Client in the event of any claim based on the breach of this warranty.
- The Cartographer is not responsible for errors or omissions in any work produced as per the Client’s Approval. No financial responsibility is assumed by the Cartographer for errors or damages resulting from such errors.
- The Client will indemnify, defend, and save harmless the Cartographer against any claim, damages and expense, actions or causes of action arising from or prompted by the use of any material supplied to the Cartographer by the Client or its agents.
- The Cartographer is not responsible for delays in delivery caused by circumstances beyond the Cartographer’s control.
- The Cartographer cannot guarantee the accuracy of public domain or open source data. No responsibility is assumed for damages or other liabilities due to the accuracy, use or misuse of the information on the map.
- This agreement shall be terminated if either the Client or the Cartographer commits a breach and fails to remedy the breach within 14 days of receiving written notification from the other party specifying the breach and requiring its remedy.
- On termination or postponement of this project, or any part of it, for any reason, the Client shall pay the Cartographer for the work completed to date, together with all expenses incurred. Any advance of fees will be credited against the amount due.
- In the event of termination, the Cartographer shall retain the copyright even if the fees agreed to in advance have included the assignment of the copyright.
- This agreement and all terms and conditions shall be governed and construed in accordance with the laws of Canada and the laws of the province of the Cartographer’s principal place of business (Ontario).