TERMS AND CONDITIONS

1. APPOINTMENT, INTERPRETATION & DEFINITIONS

1.1 In this Agreement, unless otherwise indicated by the context, the words defined in the Schedule and in clause 14 apply.
1.2 This Agreement sets out the terms and conditions on which Prototype Media Ltd, an Ontario, Canada-based company (the “Supplier”), will provide the Goods and Services to the Client.
1.3 The Supplier is an independent contractor and is not for any purpose a partner, joint venturer, servant, agent, or employee of the Client.

 

2. THE PARTIES’ REPRESENTATIVES

Each party represents that its Key Contact is authorized to exercise the duties, discretions, and powers vested in them under this Agreement. Each party may rely on the representations given by the Key Contact as that party’s position. Either party may at any time by notice change its Party Representative.

 

3. SUPPLY OF SERVICES

3.1 The Client agrees to appoint the Supplier to deliver the Goods and/or Services for the Term on the terms set out in this Agreement.
3.2 The Client’s appointment of the Supplier is exclusive, and the Client agrees not to appoint any other third party to deliver goods or services substantially similar during the Term.
3.3 The Supplier agrees to supply the Goods and/or Services:

• (a) with due care, skill, and judgment;

• (b) in a professional and workmanlike manner;

• (c) in accordance with all applicable laws of Ontario and Canada; and

• (d) in a manner that does not harm the Client’s reputation.

3.4 The Client grants all authority required to the Supplier to deliver the Goods and/or Services. The Supplier does not have authority to bind the Client.
3.5 The Supplier will provide its own tools and equipment unless otherwise agreed.
3.6 The Client agrees to provide reasonable assistance required for the Supplier to perform the Services.

 

4. VARIATION TO THE GOODS AND SERVICES

4.1 Either party may request in writing that the scope of the Goods and Services be varied.
4.2 The Client acknowledges that variations may result in adjustments to Fees.

 

5. FEES

5.1 The Supplier will provide the Client with an invoice for Fees.
5.2 The Client agrees to pay invoices in accordance with the stated payment terms, or within 14 days if not specified.
5.3 The Supplier may suspend Services if payment is overdue.

 

6. TAXES (HST/GST)

6.1 Unless otherwise stated, all amounts are exclusive of applicable taxes, including Harmonized Sales Tax (HST) or Goods and Services Tax (GST).
6.2 Where applicable, the Client agrees to pay all taxes in addition to Fees.
6.3 In this Agreement, “GST/HST” has the meaning under the Excise Tax Act (Canada).

 

7. CONFIDENTIALITY

7.1 Each party agrees not to disclose Confidential Information without prior written consent.
7.2 If disclosure is required by law, the disclosing party must provide prior notice where legally permitted.
7.3 The Client shall not misuse the Supplier’s Confidential Information and indemnifies the Supplier against damages resulting from breach.

 

8. INTELLECTUAL PROPERTY

8.1 Background IP remains the property of the original owner.
8.2 Unless otherwise agreed in writing, all Intellectual Property created under this Agreement remains the property of the Supplier. The Supplier grants the Client a perpetual, non-exclusive license for agreed purposes.
8.3 The Client grants the Supplier a royalty-free license to use Client IP as necessary to perform Services.
8.4 The Client grants the Supplier the right to use its name and branding for portfolio and marketing purposes.
8.5 The Client indemnifies the Supplier against third-party IP infringement claims arising from Client-provided materials.

 

9. TERM AND TERMINATION

9.1 This Agreement begins on the Commencement Date and continues until terminated.
9.2 The Agreement renews automatically unless either party provides 90 days’ notice.
9.3 The Supplier may terminate with 30 days’ written notice.
9.4 Either party may terminate immediately if:

• (a) the other becomes insolvent or bankrupt under applicable Canadian law; or

• (b) a material breach is not remedied within 7 days.

9.5 The Supplier may terminate immediately for non-remediable breach.
9.6 Survival clauses remain in effect after termination.
9.7 All outstanding payments become immediately due upon termination.

 

10. WARRANTIES, LIABILITY AND INDEMNITIES

10.1 Each party warrants it has authority to enter this Agreement.

10.2 To the extent permitted by law, and subject to applicable consumer protection laws (including Ontario’s Consumer Protection Act, 2002), the Supplier’s liability is limited to:

• re-performing Services; or

• reimbursing the cost of re-performance.

10.3 The Supplier’s total liability is capped at the total Fees paid under this Agreement.

10.4 The Client indemnifies the Supplier for losses arising from:

• breach of this Agreement; or

• negligent acts or omissions.

 

11. FORCE MAJEURE

Neither party is liable for delays due to events beyond reasonable control, including natural disasters, war, labour disputes, or government actions.

 

12. DISPUTE RESOLUTION

The parties agree to attempt to resolve disputes through good faith negotiations before pursuing legal action in Ontario courts.

 

13. ASSIGNMENT

No party may assign this Agreement without prior written consent of the other party.

 

14. INTERPRETATION & DEFINITIONS

14.1 Definitions include:

• Background IP – pre-existing intellectual property

• Confidential Information – non-public proprietary information

• Intellectual Property Rights – all rights recognized under Canadian law

• Loss – includes damages, claims, costs, and legal fees

14.2 Amendments must be in writing.
14.3 Parties must execute documents necessary to give effect to this Agreement.
14.4 Counterparts are permitted.
14.5 Invalid provisions are severable.
14.6 No partnership or employment relationship is created.

14.7 Governing Law:
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties submit to the jurisdiction of Ontario courts.

14.8 Standard interpretation rules apply.