Terms & Conditions
The terms behind every Spice Web Media engagement and your use of this site. Where these differ from your proposal, the proposal wins.
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Governing law
Acceptance and definitions
These terms apply to every engagement between Spice Web Media Inc. and you. You accept them by accepting a proposal in writing, by paying a deposit, or by instructing us to begin work. Where you have signed a separate master services agreement, that agreement prevails to the extent of any conflict.
“Proposal” means the written scope and quote you accepted; “engagement” means the work described in it; “deliverable” means a final asset produced for it and approved by you; “client materials” means anything you supply for use in the work.
Scope of services
We will provide the services set out in the proposal you accepted in writing. That proposal, together with these terms, forms the entire agreement between us; where the two conflict, the proposal prevails.
Anything not listed is out of scope. Additional work is quoted separately and begins only once you accept that quote in writing.
Quotes, fees and taxes
Fees are quoted in Canadian dollars and exclude GST, and PST where it applies to the work; both are added at the rate in force on the invoice date. Quotes are valid for thirty days from issue.
A fixed fee covers the scope described and no more. Where work is priced hourly we report hours monthly and will tell you before exceeding an agreed estimate.
3.1
Agreed expenses (stock licenses, fonts, third-party subscriptions) are recharged at cost plus applicable tax.
3.2
Rates are reviewed annually; a change never applies to an engagement already accepted.
Payment and late payment
Unless the proposal says otherwise, fifty percent is payable before work commences and the balance on delivery of the final deliverable. Invoices are payable within fourteen days.
Where an invoice is unpaid after thirty days we may suspend work on written notice, and agreed dates move accordingly. Suspension does not terminate the engagement or the license granted under clause 05.
4.1
Overdue amounts carry interest at 1.5% per month, calculated daily from the due date.
4.2
You may not withhold payment over a dispute about part of a deliverable; the undisputed portion remains due.
Timelines, revisions and handover
Project dates assume the content, approvals and access listed in the proposal arrive on the agreed dates. Where they do not, we will propose a revised schedule. If material is outstanding more than thirty days we may pause the engagement and re-quote the remainder at then-current rates.
Each deliverable includes two rounds of consolidated revisions: one set of feedback from all your stakeholders, sent together. A change of creative direction after approval is new work. A deliverable is approved when you confirm in writing, or ten business days after delivery without written comment; we will remind you before that expires.
Intellectual property and licenses
On receipt of final payment in full we assign to you all rights in the final deliverables produced specifically for the engagement, and waive our moral rights in them so far as the Copyright Act permits. Working files, source components and our internal libraries remain ours. Until final payment clears you hold a limited, revocable license to use the work, not ownership of it.
Fonts, stock imagery and plugins are licensed in your name wherever the vendor permits, and listed at handover with renewal dates. Where a license cannot be transferred we say so in the proposal before we use it; keeping them current afterwards is your responsibility.
6.1
Concepts presented but not selected remain ours and may be developed for others.
6.2
Where a deliverable uses our pre-existing components, you get a perpetual license to use them as part of it.
Your materials and warranties
You warrant that you own or are licensed to use all client materials you supply, and that our use of them as described in the proposal will not infringe anyone’s rights or breach any law.
You will indemnify us against claims arising from client materials, and we may refuse to use anything we reasonably believe infringes a third party’s rights.
Confidentiality and publicity
Each party will keep the other’s confidential information in confidence and use it only for the engagement, for three years after it ends. This does not apply to information that is public through no fault of the receiving party, was already lawfully held, or must be disclosed by law, in which case we will tell you first where we may.
We may show the work in our portfolio, case studies and award submissions, including your name and logo, unless the proposal records otherwise. We will not disclose confidential information or commercial figures, and will hold a case study until your launch date if you ask.
Use of this website
All content on this site is ours or used under license. You may view, share and quote it with attribution; you may not reproduce it commercially, scrape it at scale, or use it to train a model without our written permission.
You must not interfere with the site’s operation, attempt unauthorised access to any system, or submit anything unlawful through our forms.
Warranties and liability
We warrant that the deliverables are our original work or properly licensed, and that they will perform materially as described for ninety days after handover; defects reported in that period are corrected at no charge. We do not warrant particular rankings, traffic, conversion rates or revenue, and no website is guaranteed uninterrupted or error-free.
To the maximum extent permitted by law our total liability for an engagement is limited to the fees you paid for it, and neither party is liable for indirect or consequential loss including lost profit, revenue, goodwill or data. Nothing here limits liability for fraud, personal injury, or anything that cannot be limited under the laws of British Columbia or Canada.
10.1
You are responsible for maintaining your own backups of live systems after handover.
10.2
Each party indemnifies the other for claims caused by its own conduct: yours for client materials and misuse, ours for a deliverable infringing Canadian IP rights, subject to the cap above.
Termination and force majeure
Either party may terminate on thirty days’ written notice, or immediately for a material breach not remedied within fifteen days of notice. On termination you pay for work performed to that date and any committed third-party costs. The initial deposit is not refundable, and clauses 06, 08 and 10 survive.
Neither party is in breach for a failure caused by an event beyond its reasonable control. The affected party will notify the other promptly; where the event continues past sixty days either may terminate on notice.
Notices, changes and governing law
Notices must be in writing, effective when emailed to the address in the proposal and acknowledged, or three business days after registered post. Neither party may assign this agreement without the other’s written consent, except to a successor of substantially all its business. If any provision is unenforceable the rest continues in force. We may update these terms, but a change never applies retroactively to an engagement already accepted.
These terms are governed by the laws of British Columbia and the federal laws of Canada that apply there, and each party submits to the non-exclusive jurisdiction of the courts of British Columbia sitting in Vancouver. Questions go to hello@spicewebmedia.com.
Questions before you sign?
Talk to us first
If a clause does not fit the way you work, say so before you accept the proposal. Most of this is negotiable and none of it is a surprise we want you to find later.
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