Boson1 subscribes to and abides by the code of ethics and professional standards of the Society of Graphic Designers of Canada and the Society for Experiential Graphic Design.

Boson1 reserves the right to refuse any project or part thereof connected with activities or practices which Boson1 may deem to be detrimental to the general public, to the environment, or to the reputation of Boson1, the Society of Graphic Designers of Canada and the Society for Experiential Graphic Design.

The work carried out and materials created during the course of this project shall not be used for any purpose other than that which is set out in the agreement as to Use and Rights without prior approval of Boson1.

In no circumstances may work in rough form be used or published by the client as finished work or be used as a basis for completion by others, without the prior written consent of Boson1.

Unless otherwise stated herein, all services provided and materials created in the course of a project with Boson1 shall be for the exclusive use and benefit of the client, other than for the promotional use of Boson1.

Boson1 is the first owner of all work or materials created during the course of a project. Copyright and other intellectual property rights, and all drawings, mockups, models, artwork, specifications, computer disks, electronic files, software documents and all other tangible materials, including preliminary concepts, accepted or rejected elements, works in progress, and finished materials which have been created or furnished by Boson1 during the course of a project shall remain the exclusive property of Boson1 unless otherwise specifically assigned in writing.

As set out in the agreement as to Use and Rights and upon payment in full of all fees and disbursements, the client is entitled to these specific usage rights for the purpose of reproduction of approved final designs, after which all materials shall be returned, unaltered, to Boson1 within 30 days of use.

Unless otherwise stated, Boson1 retains the moral rights to all work created in the course of a project.

All intellectual property rights and materials shall remain the property of Boson1, whether assigned or not, until all Boson1’s invoices are paid in full.

If the client wishes to make additional use of the materials or ideas obtained from a project, the client agrees to seek permission from Boson1 and to make such further payments as are agreed to by both parties at that time.

Rejected designs shall remain the exclusive property of Boson1.

Boson1 retains all rights for use of the work or materials created in the course of a project in any new media or mediums which may emerge in the future.

Where copyright or other intellectual property rights are acquired by the client, Boson1 shall, when requested, assist in the application for design and copyright registration. The costs of such assistance and action shall be borne solely by the client.

Fee quotations and proposals are subject to amendment or withdrawal by Boson1 at any time prior to the signing of an agreement between the client and Boson1.

A signed agreement or other written confirmation of contract is required prior to the start of a project.

The client and Boson1 each represent that they have full power and authority to enter into an agreement and that an agreement is binding upon the client and Boson1 and enforceable in accordance with its terms.

An agreement represents the entire agreement between the client and Boson1, and may only be changed or modified in writing and with the approval of both parties.

Neither the client nor Boson1 may assign or transfer their interest in an agreement without the written consent of the other.

Agreements shall be binding upon both parties and their heirs, successors, personal representatives, and assigns.

The waiver of a breach of any of the provisions of an agreement shall not be construed as a continuing waiver of other breaches or other provisions hereof.

Schedules or time estimates are subject to change upon notification in writing by either party.

Unless otherwise stated, the amount of written notice to be given by either party shall be two weeks.

The client agrees to provide any and all information having direct bearing on the successful outcome of the project, and to inform Boson1 in writing of any portion of the project which is confidential.

Boson1 agrees to treat such information as confidential.

The client shall pay Boson1 an advance against the total fees payable as set out in the agreement as to Fees and Terms of Payment. This advance shall be applied to services as performed from the outset of the project until such time as services performed exceed the advance amount, at which point the client will be invoiced for services rendered to date.

The client shall pay the remainder of the fees upon receipt of invoice, net 30 days on approved credit. Thereafter interest will be charged on overdue accounts at a rate of 2% per month.

When a project is longer than 30 days, invoices shall be issued monthly for services rendered to date, or at set stages in the project as set out in the agreement as to Fees.

The client shall reimburse Boson1 for all out-of-pocket expenses and disbursements incurred by Boson1 in the course of a project as set out in the agreement as to Expenses. These expenses shall be billed at cost plus a percentage surcharge for account handling and supervision as indicated.

Typical out-of-pocket expenses include, but are not limited to: fonts; stock photography or vector artwork; photostats and copies; presentation and artwork materials; digital proofs; digital file conversions; fax, modem and long-distance telephone charges; couriers, postage and shipping; and travel.

Estimates for reimbursable expenses are for planning and budgeting purposes only. Boson1 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.

Upon the client’s request at the start of the project, records of all expenses shall be retained by Boson1 and shall be made available to the client for review upon completion of the project.

Boson1 may act on behalf of the client to contract with other individuals or companies, to provide additional services such as, but not limited to writing, programming, photography, illustration, pre-press services, printing, fabrication, programming, or manufacturing. The client agrees to be bound by any terms and conditions of such contracts, including credits and usage rights, with respect to reproduction of the materials that may be claimed by these third parties.

Any work required in advance of an agreed schedule or timetable, any shortening of the contract period, or additional fees and expenses incurred during a project due to client delays or extensions shall be charged and paid for at an additional rate agreed to in advance, or, failing agreement, at a reasonable rate to be determined at the discretion of Boson1.

The client shall provide accurate and complete information and materials to Boson1, and guarantees and warrants that all materials are owned by the client or that the client has all necessary rights, including copyright and waiver of moral rights in such materials, to permit Boson1 to use them for the project.

All copy, photographs, artwork and other source materials submitted by the client shall be of professional quality and in a form suitable for reproduction without further preparation or alteration. An additional charge may be made when materials are submitted by the client in such a form which prevents them from being readily utilised.

Copy provided by the client on disk or as electronic files shall be readily usable. If the client has specific requirements for how electronic files are to be prepared, the client shall inform Boson1 of same at the outset of the project.

Boson1 shall return all materials provided by the client within 30 days after project completion and payment of all invoices.

The client shall appoint a sole representative with full authority to provide necessary information required by Boson1 and to provide reasonable approvals.

The client shall proofread and approve all elements of final designs. Approval must be provided before production can continue. Corrections, if required, shall be identified on proofs, artwork, facsimiles, or drawings and are to be returned to Boson1 marked “approved” or “approved with correction”, with the name or initials of the individual duly authorised to pass on same. If a copy of the revisions is required, a request must be made when the above mentioned articles are returned to Boson1.

On all work where the client assumes responsibility for production, printed proofs, cutting copies, prototypes and shop models must be approved by Boson1 prior to use. Boson1 shall be available at reasonable times to provide advice during the production period and for approval of minor modifications of the project which may be required.

When Boson1 is engaged in a supervisory capacity and assumes responsibility for production on behalf of the client, the client agrees to abide by decisions made by Boson1.

When Boson1 assumes responsibility for production, both Boson1 and the client shall be governed by recognised trade standards and customs.

Any revisions, additions, or alterations to the project modifying the terms of the agreement as the Services to be performed and not included in any fee specified, shall be billed as additional services. Such additional services shall include, but shall not be limited to, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation of artwork.

Boson1 shall keep the client informed of additional services that are required, and shall request the client’s approval for any additional services which cause the total fees to exceed the fixed or estimated fees set forth in an agreement with the client.

Boson1 shall retain and store all final electronic files, finished artwork, drawings, and specifications for which specific reproduction rights have been granted, for a minimum period of 12 months after completion of a project. Upon expiration of this period, all such materials may be destroyed by Boson1, upon reasonable notification to the client. Boson1 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 Boson1 a reasonable fee for de-archiving or retrieving materials, should expenses be incurred.

No modifications or alterations to any designs or other work created by Boson1 shall be made without written consent of Boson1. In the event that reprints are required, these shall not differ in any way from the originals supplied without the written consent of Boson1. Any modifications or alterations shall be carried out by or under the supervision of Boson1 and shall be paid at a rate agreed to by both parties in advance.

Boson1 shall be entitled to claim authorship of a design, and a published or manufactured work shall bear a credit to Boson1 at the discretion of Boson1. Boson1’s consent in writing shall be obtained before Boson1’s name is reproduced in any finished product or otherwise published by the client.

The client shall provide Boson1 with a reasonable number of samples, specimens, or photographs of each printed or manufactured design. These samples shall represent the highest quality of work produced.

Boson1 shall have the right to use samples and make copies for publication, exhibition or other promotional purposes.

Boson1 warrants that the work provided to the client by Boson1 is original, excluding instances where stock photography or vector artwork elements are utilised. Boson1 agrees to indemnify the client in the event of any claim based on the breach of this warranty.

Boson1 is not responsible for errors or omissions in any work produced as per the client’s final approval. No financial responsibility is assumed by Boson1 for errors or damages resulting from such errors.

The client will indemnify, defend, and save harmless Boson1 against any claim, damages and expense, actions or causes of action arising from or prompted by the use of any material supplied to Boson1 by the client or its agents.

All property belonging to the client or its agents which is handled and stored by Boson1 shall be done so at the client’s own risk.

Boson1 is not responsible for delays in delivery caused by acts of God, strikes, fires, floods or any other similar circumstances beyond Boson1’s control.

Either party may request that any dispute arising out of this agreement may be submitted to binding arbitration before a mutually agreed upon arbitrator. The arbitrator’s decision or award shall be final.

Agreements shall be terminated if either the client or Boson1 commits a breach and fails to remedy the breach within 14 days of receiving written notification from the other party specifying the breach and requiring its remedy.

On termination or postponement of a project, or any part of it, for any reason, the client shall pay Boson1 for the work completed to date, together with all expenses incurred. Any advance of fees will be credited against the amount due.

In the event of termination, Boson1 shall retain the copyright even if the fees agreed to in advance have included the assignment of the copyright.

This agreement and all terms and conditions shall be governed and construed in accordance with the laws of Canada and the laws of the province of New Brunswick.