General Terms and Conditions

1.1 These Terms and Conditions ("Terms") govern all video production and marketing services provided by Kirksmith Creative Productions Inc. ("Company," "we," "us") to clients ("Client," "you").

1.2 By signing an Engagement Agreement (Service Agreement or Statement of Work) or making payment for services, you accept these Terms in full. These Terms supersede any prior agreements or understandings.

1.3 Service packages, pricing, and deliverables are outlined in your specific Engagement Agreement, which incorporates these Terms by reference.

2.1 We provide video production, editing, and digital marketing services as specified in your Engagement Agreement, including regular content packages.

2.2 Service delivery for packages follow production cycles of 6-8 weeks, with specific deliverables outlined in your Engagement Agreement.

2.3 We reserve the right to subcontract portions of the work (editing, animation, etc.) while maintaining full responsibility for quality and delivery.

2.4 Services do not include: permits beyond standard filming permissions, talent/model fees, location fees, travel beyond 100km, or any items specifically excluded in your package details.

2.5 Web Development & Digital Services: We provide website design, development, hosting coordination, and ongoing technical support as specified in your Service Agreement. This includes but is not limited to: landing pages, sales funnels, business websites, custom web applications, and related technical integrations.

2.6 Software & SaaS Services: We may provide access to proprietary software tools, dashboards, or reporting platforms ("SaaS Services") as part of your package. Access to SaaS Services is licensed, not sold, and terminates upon end of service agreement.

3.1 You agree to:

• Provide timely access to locations, personnel, and materials needed for production
• Review and approve scripts, concepts, and content within 72 hours of delivery
• Ensure all necessary permissions for filming at your locations
• Provide accurate information about your business and services
• Designate a single point of contact for approvals and communication

3.2 Delays caused by your unavailability or failure to provide required materials may result in rescheduling fees or modified deliverables.

4.1 Payment Structure and Due Dates

4.1.1 Project-Based Services (Statement of Work):

• Deposit (typically 50%): Due upon signing Statement of Work
• Balance: Due upon Client approval of draft content and before final file delivery
• Final deliverable files released within 24 hours of balance payment clearing

4.1.2 Monthly Retainer Services (Service Agreement):

• First month: Due upon signing Service Agreement
• Ongoing: Due on the 1st of each month
• Late payment results in immediate service pause until payment clears

4.1.3 Rush or Add-On Services:

• Payment due in full before work commences

4.1.4 Multi-Deliverable and Large-Scale Projects:

For projects with multiple deliverables, extended timelines, or higher total value, payment structure may include milestone-based payments, higher initial deposits, or per-deliverable payments as outlined in the Statement of Work.

4.2 All fees are in Canadian dollars (CAD) and subject to applicable taxes (GST/PST as applicable).

4.3 Late Payment Consequences

Failure to pay within the agreed timeline may result in:

• Withholding of final deliverable files until payment received
• Suspension of ongoing services after 7 days overdue
• Interest charges of 1.5% monthly (18% annually) on overdue amounts
• Termination of Engagement Agreement for accounts overdue beyond 30 days

4.4 Refund Policy

Deposits are non-refundable once production has commenced. Unused retainer services do not roll over unless specified in Service Agreement. See Section 9 for cancellation terms.

5.1 You retain ownership of all materials you provide to us (logos, photos, existing content).

5.2 Upon receipt of full payment, you receive ownership and all rights to the final delivered videos and may use them without restriction for your business purposes. Final high-resolution files are delivered within 24 hours of balance payment clearing. Preview versions provided for approval do not constitute final delivery and may carry watermarks or reduced resolution. These preview versions may not be used for commercial purposes, social media posting, or any public distribution.

5.3 We retain ownership of all raw footage, project files, and working materials unless specifically included in your package or purchased separately.

5.4 All scripts, concepts, and creative materials developed by Kirksmith Creative remain the property of Kirksmith Creative until payment is received in full for the associated deliverables. Scripts provided for review are licensed for use only in videos produced by Kirksmith Creative. Unauthorized reproduction, distribution, or use of scripts with other production vendors constitutes breach of this agreement. Upon full payment, Client receives perpetual license to use completed videos for their business purposes. Rights to underlying scripts, concepts, and creative materials remain with Kirksmith Creative.

5.5 Raw footage will be retained for 6 months from final delivery. Project files retained for 12 months. Final deliverables provided immediately upon completion. Extended archiving available at $50/month per project.

5.6 Website Deliverables: Upon full payment, you own the final website design and have a perpetual license to use the delivered website. We retain ownership of proprietary code, frameworks, and reusable components unless specifically purchased separately.

5.7 Source Files & Development Materials: Access to source code, design files (Figma, Adobe), and development environments may be provided for an additional fee. Standard packages include only final compiled/deployed websites.

5.8 Third-Party Assets: Websites may include licensed fonts, UI frameworks, and other third-party components. You receive appropriate sublicenses for these elements within your deployed website only.

5.9 SaaS & Proprietary Tools: You receive a license to use our proprietary software tools during the term of your service agreement. Upon termination, you may export your data but access to the tools terminates.

5.10 We retain the right to use completed work in our portfolio, marketing materials, and social media unless you request confidentiality in writing.

5.11 All music and stock footage are licensed for your perpetual use in the delivered videos only. Re-editing or using these assets in other projects requires separate licensing.

5.12 Client warrants that all materials provided to Company are owned by Client or properly licensed, and Client has authority to use such materials. Client agrees to indemnify Company against claims arising from Client-provided materials.

5.13 Client may not re-edit, modify, or alter delivered content without Company's prior written consent, as such modifications may violate music licenses or other third-party rights.

6.1 Hosting & Infrastructure: Unless otherwise specified, you are responsible for arranging and paying for website hosting. We can recommend providers and assist with setup for a setup fee or ongoing management fee.

6.2 Website Maintenance: Websites require ongoing maintenance (security updates, compatibility, backups). Standard packages include maintenance during active service. Standalone maintenance packages are available separately.

6.3 Performance & Uptime: We build websites to industry standards but do not guarantee uptime, load times, or performance once deployed to third-party hosting. We are not responsible for hosting provider failures or service interruptions.

6.4 Security: We implement security best practices but cannot guarantee websites are impervious to attacks. You are responsible for maintaining secure passwords, updating credentials, and following our security recommendations.

6.5 Browser & Device Compatibility: We test websites on major modern browsers and devices. We do not guarantee compatibility with outdated browsers (IE11 and earlier) or unusual configurations without specific agreement.

6.6 Content Management: If your website includes a content management system (CMS), we provide training for basic usage. Advanced modifications may require additional services.

6.7 Third-Party Integrations: Websites may integrate with third-party services (payment processors, email platforms, CRMs). We are not responsible for changes, failures, or costs associated with these third-party services.

6.8 Data & Backups: For SaaS services, we maintain regular backups but recommend you maintain your own copies of critical data. Upon termination, we provide data export in standard formats within 30 days.

7.1 You warrant that all information and claims about your business are accurate and legal.

7.2 We reserve the right to refuse or modify content that:

• Violates Canadian law or advertising standards
• Contains false or misleading claims
• Infringes on third-party rights
• Could damage our professional reputation

7.3 You are responsible for all regulatory compliance related to your industry (real estate regulations, professional standards, etc.).

8.1 We agree to keep confidential all non-public information about your business, strategies, and operations.

8.2 This confidentiality obligation does not apply to:

• Information that becomes publicly available
• Information we independently develop
• Information required to be disclosed by law

9.1 Our total liability for any claim related to our services shall not exceed the amount you paid for services in the three months preceding the claim.

9.2 We are not liable for:

• Indirect, consequential, or punitive damages
• Lost profits or business opportunities
• Results from marketing campaigns or lead generation
• Technical failures of third-party platforms
• Force majeure events

9.3 You agree to indemnify us against any claims arising from your use of the delivered content or violation of these Terms.

9.4 For web development and SaaS services, we are additionally not liable for:

• Data loss or corruption due to third-party service failures
• Security breaches or unauthorized access
• Downtime or performance issues on third-party hosting
• Changes to third-party APIs or services that affect functionality
• Lost revenue due to technical issues or service interruptions

10.1 Either party may terminate services with 30 days written notice, subject to minimum commitment periods.

10.2 Upon termination:

• All work in progress will be completed and delivered
• Final invoice will be issued for work completed
• Exclusivity agreements (if any) terminate immediately
• Additional programs continue for 60-day transition period

10.3 We may terminate immediately for:

• Non-payment beyond 30 days
• Breach of these Terms
• Abusive or unprofessional behavior toward our team

11.1 We commit to resolving disputes through good-faith negotiation first.

11.2 If negotiation fails, disputes shall be resolved through mediation in Chilliwack, British Columbia.

11.3 These Terms are governed by the laws of British Columbia, Canada.

12.1 We may modify these Terms with 30 days notice for existing clients.

12.2 Package features and pricing for new clients may change without notice.

12.3 Your existing package terms remain in effect through your commitment period.

13.1 We are independent contractors, not employees or partners.

13.2 These Terms and your Engagement Agreement constitute the entire agreement between parties.

13.3 If any provision is found invalid, the remaining Terms continue in effect.

13.4 Failure to enforce any provision does not constitute waiver of that provision.

13.5 You may not assign your rights without our written consent.