2. PROPOSAL

The terms of the Proposal shall be effective for [ – an agreed number of — ] days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.


3. FEES AND CHARGES

3.1 Fees. In consideration of the Services to be performed by MagentaDot Brands, Client shall pay to MagentaDot Brands fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.

3.2 Expenses. Client shall pay MagentaDot Brands’ expenses incurred in connection with this Agreement as follows:

  1. incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus MagentaDot Brands’ standard markup of twenty five percent (25%), and, if applicable, a mileage reimbursement at $1.25 per kilometer; and
  2. travel expenses including transportation, meals, and lodging, incurred by MagentaDot Brands with Client’s prior approval.

3.3 Additional Costs. The Project pricing includes MagentaDot Brands’ fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, printing, signwriting and online access or hosting fees, will be typically billed directly to Client by the third party provider unless specifically otherwise provided for in the Proposal.

3.4 Invoices. Unless otherwise agreed, all Clients who have a good credit history with MagentaDot Brands or whose application for credit has been approved (all accounts are on a cash basis for the first six (6) months), payment for Goods and Services shall be made in full within seven (7) days of the date of receipt of invoice. Any other Clients will be required to pay a 50% deposit prior to work starting and the balance the day prior to provision of deliverables or on completion. A monthly service charge of 2.5 percent interest (2.5%) is payable on all overdue balances per month and will be calculated on a day by day basis until payment is made in full. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. MagentaDot Brands reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.

3.5 Deposit. MagentaDot Brands may, at its sole discretion, require payment of a deposit by any Client prior to starting any project.

3.6 Administration fee. An Administration fee may be charged on all overdue amounts in addition to any other charges pursuant to this clause.

3.7 Debt recovery expenses. Any expenses, disbursements and legal costs incurred by MagentaDot Brands in the enforcement of any rights contained in this contract shall be paid by the Customer, including any actual solicitor’s fees or debt collection agency fees.

3.8 Cheque payment terms. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.

3.9 Work in progress payments. Progress payments may be required where work is completed over an extended period of time or if work is suspended at the request of or delayed through any default of the Customer. After work has been in hand for one month or more, a progress payment of the value of the work completed, materials specially ordered and other additional costs including storage (specifically for suspended or delayed work) may be requested. Further progress payments calculated on the same basis may be required to be paid on a monthly basis until completion of the work.

3.10 Defaults in payment. If the Customer defaults in any payment by breaching terms of article 3.5 Invoices or commits any act of bankruptcy or any act which would render it liable to be wound up or if a resolution is passed or proceedings are filed for the winding up of the Customer or if a receiver is appointed for all or any assets of the Customer, MagentaDot Brands may cancel any Order without prejudice to any other rights it may have and payment for all completed Orders shall immediately become due.

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