Terms and Conditions

This Agreement was last updated on 6 December 2022.

WeKr3ate Media Inc., the company registered and functioning under Canadian law, is providing consultancy and music engineering (collectively the “Services”).

References to “Company” throughout this Terms of Service collectively refer to the aforementioned legal entity. References to “Client” throughout this Terms of Service collectively refer to any customer/client engaging with Company regarding any of its Services.

This Terms of Service (hereinafter the “Agreement”) is entered into by and between Company and Client, collectively referred to as the “Parties” and each a “Party”. The Client acknowledges and agrees that by engaging with Company regarding the Services, the Client is indicating that it has read, understands and agrees to be bound by this Agreement.

This Agreement enters into forth upon acceptance of a Quote by the Client in any writing form (email or message/SMS acceptance shall also suffice).

INTERPRETATION

GDPR – EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

PIPEDA – The Personal Information Protection and Electronic Documents Act of Canada.

Personal data – Any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Consent – Freely given, specific, informed and unambiguous indication of the data subject’s wishes by which data subject, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to the data subject.

Data subject – An identified or identifiable natural person whose personal data is processed.

Processing – Any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, structuring, storage, adaptation or alteration, retrieval, recording, organization, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

1. INTERPRETATION

Confidential Information shall mean any information in whatever form (including, without limitation, written, oral, visual or electronic form, or on tape or disk) disclosed to or which has come to the attention of Client on or after the date of this Agreement relating directly or indirectly to the Company, including without limitation, this Agreement and its terms and conditions, information relating directly or indirectly to their business and affairs, trade secrets, know-how, intellectual property or other proprietary rights and other materials of whatever description, whether subject to or protected by copyright, patent, trademark, registered or unregistered or otherwise disclosed, dealings with third parties, shareholders or beneficial owners, corporate or tax structure, customers or clients, technical processes and/or equipment, pricing, marketing and sales information, business plans and strategies, all software, samples, devices, demonstrations, codes and programs, employees, workers or officers, staff training programs, materials and practices, financial information and plans, designs, formulae, product lines, research activities, internal documents and records, notes, analyses, compilations, spread sheets, data, reports, invoices, studies, interpretations or other documents to the extent such materials reflect or are based upon, in whole or in part, the Confidential Information, and any information given to the Company by its customers, suppliers or any other person.
Quote shall mean a signed offer specifying scope of Services and service fee sent by Company to the Client.
Intellectual Property Rights shall mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

2. SERVICES

The Client engages Company and Company agrees to provide Services as set forth in this Agreement and a Quote sent to the Client by Company.
Company’s engagement shall commence on the dates specified in the Quote, and shall continue until the date agreed by the Parties, unless terminated earlier by either Party in accordance with the terms of this Agreement.
Company undertakes to diligently and faithfully perform all services set forth in the relevant Quote. Company will perform the services in a professional and skillful manner and to the best of Company’s ability.
Services and deliverables shall be deemed provided in compliance of the Quote, this Agreement, its schedule, if any, and finally accepted by the Client after 5 (five) business days from the delivery date of the Service/deliverables or any part of the Service/deliverables. After this date, Client shall not demand any change in the Services or deliverables.
If the nature of Company’s services require work to be carried out at various locations including at any Client’s offices, Client may request Company to carry out such services at such location. In this case, Company’s travel expenses shall be fully and immediately reimbursed by the Client.
Nothing in this Agreement shall be construed to oblige the Company to the exclusivity of the Services rendered to the Client.
Company will inform the Client as soon as it suspects that there’s a need to postpone any Services or delivery of work. Company and the Client will be in close consultation to define a new delivery date and discuss whether the delay will incur any other consequences.
In any negotiations and communication, whether verbally or in writing, Company has acted, and will act conscientiously. Any information that has been provided and will be provided is true and correct to the best of Company’s knowledge and ability.
The Client shall co-operate with the Company in all matters relating to the Services and the deliverables, and pay the service fee and its instalments (if any) due in full and in a timely manner.

3. SERVICE FEE AND PAYMENT

All service fees agreed by the Parties will be in Canadian dollars (CAD). The service fees do not include any other fees, costs, expenses and taxes, or any costs for currency conversion. The Client is obliged to pay amounts due to local laws or banking regulations.
The advance minimum payment of 50% of full service fee by way of non-returnable must be paid prior by the Client to the Company for starting agreed services. None of the service fee is refundable after the moment of commencement of the services.
The transactions of service fee payments will be completed to WEKR3ATE MEDIA INC. through written invoices and specifically referred to WEKR3ATE MEDIA INC.
Calculation of all fees of services agreed by the parties will be completed in accordance with the following terms:
- Services provided longer than Half Day, which is up to 4 (four) hours, will automatically be charged with a Full Day Rate.

- Services provided longer than Full Day, which is from 5 to 8 hours, will automatically be charged with additional CAD 60 per hour.

- Revisions performed by In-House engineers of the Company after 5 (five) business day revision period will be charged with CAD 30 excluding harmonized sales tax (HST) which is payable by the Client.

- Revisions performed by Senior Engineers of the Company will be charged with CAD 60 excluding harmonized sales tax (HST) which is payable by the Client.

- Any replacements of stems will be charged with CAD 3 per each stem.

Each individual service price consists of 1 (ONE) Company staff member to complete the outlined services. Any additional staff member required will increase the rate by the same amount.
Payments shall be completed online, with non-cash transactions based on the invoice sent by the Company. The Client shall make all cheques payable to WEKR3ATE MEDIA INC.
Any service fee under this Agreement, including but not limited to the initial and upfront payments are non-refundable. Reimbursement for travel and stay expenses are non-refundable, unless there is clear proof that Company has not fulfilled its duty related to these expenses.
If the Client fails to show up at a specific scheduled time, none of the service fees is refundable. A “No Show” does not entitle the Client to a refund.
If the client is late for a session by 30 minutes or more after the scheduled meeting time, it will be considered a “No Show”; None of the service fees is refundable.
If the client is late for a session with a prior notice of less than 30 minutes, the session will not be extended and will end at the appointed time.
If the Client fails to physically appear at a specific scheduled meeting or enter into scheduled online calls after reasonable waiting time, none of the service fees is refundable.
If the Client is late for a session at the scheduled meeting time which itself was the result of an accident directly or indirectly, forced beyond its control (health related or other type that might be force majeure), it shall not be considered as No Show if the Client presents evidences thereof. In case of such accident, the meeting will be rescheduled considering timetable of the Company. No amounts shall be transferred without a written invoice, and only the amount written in the invoice shall be transferred. Any transfer shall include a reference to an actual invoice number. Invoices shall be paid within 10 business days after the invoice date.
Company shall be notified in writing in case of delayed payment and a valid reason shall be provided. In case the quotation includes reimbursement for travel expenses, the costs for travel and stay shall be paid prior to arrival date.
In case the Client delays to provide the service fee or one of the instalments within the terms agreed by the Parties, Company reserves the right to suspend Services/delivery without notice until the amount due has been registered into Company’s account. Recurring or extensive delays entitles Company to cancel Services/delivery on which Company will be released from all obligations. Company may also withdraw Services or products that have already been delivered if the corresponding amount due has not been paid. Suspension or cancellation of the delivery will not release the Client from its obligation to pay.
In case the Client delays to provide the service fee or one of the instalments within the terms set out herein, the Company is also entitled to request the Client (whether single payment account or subjects to installment) payment of the penalty in an amount of 2% of the whole service fee as a monthly interest (24% per annum) immediately on the following due date of the payment. Payment of the penalty shall not exempt the Client from complying with any obligation undertaken under this Agreement.
The Company can and will utilize any legal procedure in case of partially or fully delay or failure of fees to aim collection of unpaid balances. The Client acknowledges and agrees that the Company may appoint any person/organization as its agent (“debt collection agent”) to collect any amount due by the Client to the Company under the Agreement and the Client shall be responsible for all costs and expenses which may be incurred by the Company for that purpose on each occasion.

4. INTELLECTUAL PROPERTY

Company hereby grants to the Client a non-exclusive, nontransferable, and worldwide license to use the deliverables in any form and media now known or hereinafter developed. Notwithstanding anything contrary, Company retains all the Intellectual Property Rights related to its Services and deliverables.
Company is exclusively and solely entitled to place the supplied Services in its own portfolio, save it on any electronic data transfer, present it on contests, festivals and place it on its own official web-page, also present it to third parties including potential clients.

5. INDEMNITY

Client shall indemnify and hold Company harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by Company as a result of or in connection with any claim made against Company in respect of any liability, loss, damage, injury, cost or expense sustained by Company’s guests, employees, agents or third parties to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Services as a consequence of a breach or negligent performance or failure or delay in performance of this Agreement by the Client.

6. TERMINATION

Either Party may terminate the Agreement by two weeks’ prior written notice to the other Party.
All rights and obligations under this Agreement shall cease to have effect immediately upon the termination of the services except that termination will not affect:

- any unpaid, undisputed amounts due to Company for the Services performed prior to the date of termination;
- other accrued rights and obligations of the parties as of the date of termination; and
- the continued existence and validity of the rights and obligations of the Parties under those clauses which are expressed to survive termination and any other provisions of this Agreement necessary for its interpretation or enforcement.

Company may terminate the Services by written notice to the Client. Unless the termination is based on delayed payment, or demonstrable negligence from the Client, any task not completed is considered non-billable. The Client is entitled to receive any work, whether completed or not, that has been produced until the time of termination, provided that the Client has paid for the relevant services and deliverable.
In the event that either Party fail to carry out and/or comply with any of the covenants, conditions, and agreements to be performed by it, then the other Party may notify the non-complying party of such failure or default and demand that the same be remedied within 10 business days. In the event of the failure to remedy the same within the said period, the non-defaulting Party shall thereupon have the right to terminate this Agreement by sending a written notice to the other Party.
This clause shall survive termination of this Agreement, however arising.

7. NOTICES AND INVOICES

All notices and invoices shall be in writing and shall be delivered by email, personal service, registered mail, or internationally recognized courier to the addresses specified herein.
Any notice to be given in accordance with this Agreement will be deemed to have been served (a) if personally handed to the Party, at the time of delivery, or (b) if sent to any party by internationally recognized courier or registered mail, on the date set forth on the valid delivery confirmation, or (c) if sent to any party by e-mail, on the date of the recipient’s receipt thereof on the recipient’s email server.

8. CONFIDENTIALITY

The Client will at all times keep Confidential Information disclosed or communicated by Company to it secret and will not use such information in any manner other than for the purposes of the Agreement and the benefit of Company without the prior written consent of Company. The Client acknowledges that the Confidential Information supplied or to be supplied to it by Company is proprietary to Company and acknowledges that it is of a confidential nature. Unless otherwise permitted under this Agreement, the Client receiving Confidential Information will not disclose, including through any failure to exercise all due care and diligence, and will direct its representatives and affiliates not to, disclose to any person (including any governmental agency, authority or official or any third party) other than the Client’s attorneys, provided they undertake similar confidentiality obligations, or cause or permit any unauthorized disclosure of, any Confidential Information, any of the terms, conditions or other facts with respect to the Agreement, including the status thereof or that Confidential Information has been made available to the Client.
The Client shall, not without the prior written consent of Company, disclose, publish, divulge, communicate, confirm or deny, circulate, re-produce, adapt (or authorize or permit anyone else to do any of the same in respect of) any Confidential Information disclosed or communicated to it by Company unless (i) permitted by subclause below or (ii) unless required to do so by law or by the order or ruling of a court or tribunal, judicial or regulatory body or recognized stock exchange of competent jurisdiction, (in which case the Client shall, unless prohibited from doing so, notify Company promptly in writing of that fact and in any event, prior to making such disclosure). The Client’s obligations referred to in this subclause do not extend to Client’s disclosure of Confidential Information to persons who share responsibility for the proper performance of this Agreement nor to persons whose cooperation is required for such proper performance; provided, that, such persons are legally bound to protect the confidentiality of the Confidential Information.
Parties may disclose the other Party’s Confidential Information to its employees, officers, agents, consultants or sub-contractor who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement, provided that the disclosing party takes all reasonable steps to ensure that they comply with the confidentiality obligations contained in this clause as though they were a party to this Agreement. The disclosing party shall be responsible for its employees’, officers’, agents’, consultants’ or sub-contractors’ compliance with the confidentiality obligations set out in this clause.
Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this Agreement are granted to the other Party or to be implied from this Agreement.
This clause shall survive termination or expiration of this Agreement, however arising.

9. LIABILITY AND RESTRICTION OF LIABILITY

In the event Company fails to perform its work or services fully or partially hereunder, the Company shall not be liable to the Client for any indirect, special or consequential damages, nor for any claim against the Client by any person or entity arising from or in any way related to this Agreement. In case of delay of the service, the Client hereby waives the right to any claims of damages.
The Company shall not be liable to the Client for any consequential, special, incidental, indirect or punitive damages of any kind or character, including, but not limited to, loss of use, loss of anticipated profit, loss of bargain, loss of revenue or loss of product or production, property damage or physical damage however arising under this contract or as a result of, relating to or in connection with the service and the parties’ performance of the obligations hereunder, and no such claim shall be made by the Client against the Company regardless of whether such claim is based or claimed to be based on negligence (including sole, joint, active, passive, or concurrent negligence, but excluding gross negligence), fault, breach of warranty, breach of agreement, breach of contract, statute, strict liability or any other theory of liability.
The Client will indemnify the Company in respect of any costs, expenses, losses, claims, liabilities or obligations including reasonable legal costs arising directly out of any breach by the Client of any of the warranties, representations or agreements on its part made in this Agreement.
To the extent permitted by Applicable Law, Company’s liability in tort, agreement, including without limitation negligence and breach of statutory duty howsoever arising, misrepresentation, whether innocent or negligent, restitution or otherwise, arising in connection with the performance of the Agreement shall be limited to the amount paid by Client to Company under this Agreement.
This clause shall survive termination or expiration of this Agreement however arising.

10. FORCE MAJEURE

Company reserves the right to defer the date for performance and/or delivery date, or to terminate this Agreement, if it is prevented from, or delayed in, carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, pandemics, lockouts or other industrial disputes (whether involving the workforce of Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of the supplier or sub-contractors.

11. ASSIGNMENT AND OTHER DEALINGS

Unless otherwise agreed, the Client shall not, without the prior written consent of Company, assign, transfer, charge, subcontract, deal in any other manner with any of its rights and obligations under this Agreement. Company may at any time assign, transfer, charge, subcontract, deal in any other manner with any of its rights and obligations under this Agreement.

12. NON-CIRCUMVENTION

Client hereby agrees that during this Agreement and for a period of 2 (two) years from the date of termination/expiry of this Agreement, Client shall not itself or by any action and means, including, without limitation, through independent contractor or any third party, enter into any agreement, transaction or arrangement with any third party (including their agents, principals and affiliates) which Company has introduced, directly or indirectly, to the Client, unless the Company notifies Company in writing of the agreement and receives approval for that.
Client shall not terminate this Agreement solely as a means to circumvent Company.

13. SEVERANCE

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14. Applicable Law and Jurisdiction

This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Canada exclusive of conflict or choice of law rules.
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, shall be referred to and finally settled by the Arbitration located in Toronto.

15. Non-Disparagement

Client agrees to take no action which is intended, or would reasonably be expected, to harm Company or its representatives and their reputation. The term disparage includes without limitation posts, comments or statements made in any matter or medium in the press and/or the media about Company which would adversely affect any manner of the conduct of the business of Company or/and any of its personnel and management, without limitations to its industry-specific skills, business plans or prospects or the business reputation.

16. MISCELLANEOUS

We may make changes to this Agreement at our discretion. We encourage you to check the terms herein periodically for changes. Any changes to the terms herein will apply on the date that they are made, and your continued after the Agreement has been updated will constitute your binding acceptance of the updates. If you do not agree to any revised terms, you may not access or use any of our services.
In case of any discrepancy between this Agreement and a Quote, the Quote shall prevail.
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties.
This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
A reference to any Party shall include that Party’s personal representatives, successors and permitted assigns.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this subclause shall limit or exclude any liability for fraud, fraudulent misrepresentation or any other matter in respect of which liability may not lawfully be limited or excluded.
A waiver by either party of a breach of this Agreement by the other party shall neither constitute nor be construed as a waiver by that party of later similar breaches.

If you have any questions, you can send us an email to: info@wekr3ate.com