Standard Terms of Service
These Standard Terms of Service apply to all offers, quotations and sales of goods and/or services by Basetwo Media Inc. ( Basetwo Media ) to any purchaser or potential purchaser ( Client ). If Basetwo Media and Client have entered into a separate written contract relating to the sales of products, or the provision of services, these Terms and Conditions shall additionally apply to purchases under the separate agreement to the extent they are not inconsistent with the terms of the separate agreement.
Quotations
Quotations and proposals are subject to amendment or withdrawal by Basetwo Media at any time prior to the signing of an agreement with the Client. Estimates are for planning and budgeting purposes only. Basetwo Media 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 Client’s approval in writing shall be obtained for any increase in fees or expenses that exceed 10% above that to which the Client has agreed. Fees and expenses that are orally authorized shall be invoiced and paid for by the Client.
Conditions of Engagement
A signed agreement or other written confirmation of contract is required prior to the start of the project. The Client and Basetwo Media each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and Basetwo Media and enforeceable in accordance with its terms.
Term of Payment
An initial payment of 33% of the estimated total project costs is required before work shall begin. Invoices will be issued monthly for services rendered and costs incurred to date, and upon completion of the project. If it is found that any major expenses will need to be incurred during the project, the Client shall be notified and shall be asked to advance Basetwo Media a minimum of 50% of said expense. All related outside costs incurred during the project will be subject to a »mark-up¼ of 10%.
All invoices are payable within fifteen (15) days of receipt. A service charge of 2% is compounded monthly on all overdue balances.
Cancellation of Orders
No cancellation of any order by Client shall be accepted unless the cancellation is received by Basetwo Media in writing and Basetwo Media accepts the cancellation in writing. Upon cancellation the Client may be required to pay: The sales value of that part of the goods completed and work done in connection with the order, the sales value of any items or materials bought by Basetwo Media which cannot reasonably be used elsewhere by Basetwo Media, and any other costs and liabilities which Basetwo Media incurs by reason of Client’s cancellation.
Any extra cost or liability incurred by Basetwo Media due to suspension of work or of deliveries or lack of or mistaken instructions from Client or to any interruptions or delays attributable to Client shall be added to the price of the goods and/or services and paid for by Client.
Copyright and Ownership
The Client guarantees and warrants that all materials provided to Basetwo Media are owned by the Client or that the Client has all necessary rights, including copyright and waiver of moral rights in such materials.
All services provided and materials created in the course of this project by Basetwo Media shall be for the exclusive use and benefit of the Client, other than for promotional use of Basetwo Media. Basetwo Media shall retain title to all intellectual property rights and materials until it has received payment in full of all sums owing in connection with the supply of all goods and services to Client at any time. Upon receipt of payment in full, the Client shall obtain full ownership of all drafts, raw footage and final work product.
Basetwo Media shall retain title to all intellectual property rights and materials until it has received payment in full of all sums owing in connection with the supply of all goods and services to Client at any time.
Storage and Access
Basetwo Media shall retain and store all electronic files for a minimum period of 1 month after completion of the project. Upon expiration of this period, all such materials may be destroyed by Basetwo Media without notice to the Client.
The Client may choose to have the project archived on a shared or dedicated storage device, for a one-time fee which is calculated per gigabyte of required storage.
Basetwo Media is not responsible for information or materials lost or destroyed due to disk failure or other unforeseeable hazards. The Client shall have reasonable access to all stored materials for the purpose of review, and shall pay Basetwo Media a reasonable fee for de-archiving or retrieving materials, should expenses be incurred.
Confidential Information
The Client and Basetwo Media shall not, without prior written consent, disclose to any third party any secret or confidential information supplied by the other party. Client shall not copy or reproduce documents, specifications, or other written material supplied by Basetwo Media in connection with the goods or services or any part thereof.
Liability
Basetwo Media is not responsible for errors or omissions in any work produced as per the Client’s approval. No financial responsibility is assumed by Basetwo Media for errors or damages resulting from such errors.
The Client will indemnify, defend, and save harmless Basetwo Media against any claim, damages and expense, actions or causes of action arising from or prompted by the use of any material supplied to Basetwo Media by the Client or its agents.
All property belonging to the Client or its agents which is handled and stored by Basetwo Media shall be done so at the Client’s own risk.
Basetwo Media shall, without prejudice to any other provisions hereof, be entitled to cancel or rescind any contract and shall not be liable for any loss or damage if its ability to perform its obligations under the contract is in any way adversely affected by circumstances beyond Basetwo Media’s control, or by commercial unfeasibility including the failure by Basetwo Media’s suppliers to fulfill their obligations, the denial or cancellation of necessary permits or licenses or substantial increases in the costs of performance.
Updated April 10th, 2008