RENDERIT – Terms and Conditions
Last updated: September 2023
Renderit Inc. is a corporation incorporated under the laws of Canada and extra-provincially registered in the Province of Alberta (“Renderit”).These Terms and Conditions (“Conditions”) shall govern all transactions between Renderit, its affiliates, brands, and other related companies and its Customers for all its Services.
A. Definitions
In these Conditions, the following definitions apply:
Business Day: means a day on which banks are open for business in Canada.
Customer: means the Customer for whom Renderit provides the Services.
Customer Material: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Renderit in connection with the Services.
Conditions: these terms and conditions as amended from time to time.
Fee Proposal: the Fee Proposal made in writing (which may be made by email or other means) between Renderit and the Customer containing details of the supply of Services in accordance with these Conditions.
Fees: the services fee payable by the Customer for the supply of the Services in accordance with the Fee Proposal.
Force Majeure: any event outside the control of the Parties, including but not limited to natural disaster, fire, flood, extreme weather event, pandemic or public health emergency, power disruption, strike, lockout or other industrial action, act of God, flood, war or threat of war, accidental or malicious damage, prohibition or restriction by any government or other legal authority, internet connectivity disruption, or computer system breach.
Intellectual Property Rights: any and all copyright, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, business methods, patents, patents pending, domain names, and all similar rights.
Loss: a loss, cost, damage, fine, charge, expense, claim or other liability (including legal fees on a solicitor and own client basis and other professional fees).
Parties: together, Renderit and the Customer.
Services: the services supplied by Renderit to the Customer as set out in the Fee Proposal and the Renderit online platform located at https://www.renderit.ca/.
Terms: together the Conditions and the Fee Proposal.
B. The Conditions
- The Conditions apply to all orders for Services placed by the Customer to the exclusion of all other terms and conditions (including any of the Customer’s terms and conditions under any purchase order, confirmation of order or any other document or which are implied by trade, custom, practice or course of dealing) and supersede any previous terms and in the event of any inconsistency with any other terms that might apply, the Conditions shall prevail.
- The Conditions replace any other earlier conditions and may be changed by Renderit in writing at any time, including by placing amended conditions on the Renderit website.
- The Terms constitute the entire agreement between the Parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Renderit which is not set out in the Terms and Conditions.
- Any rendering samples, drawings, descriptive matter or advertising issued by Renderit, and any descriptions or illustrations contained in its catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Conditions or have any contractual force.
- Any request and/or receipt of Services (which request and/or receipt of Services may be via email or other means) includes the Customer’s agreement to be bound by these Conditions.
C. Supply of Services
- Unless otherwise agreed by Renderit in writing, all Services shall be performed at the sole and unfettered discretion of Renderit in accordance with these Conditions.
- Renderit shall provide the Services using commercially reasonable care and skill.
- Renderit shall use all reasonable endeavours to meet any performance dates specified in the Fee Proposal or other communication, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- The Customer shall, where necessary, be notified of completion of Services by email, telephone or the Renderit website.
- All Services shall be delivered to the Customer electronically by email, through web-based software, or other file transfer protocol, at the sole discretion of Renderit, unless otherwise indicated in Customer’s specifications and agreed in a Fee Proposal, including any associated costs of Customer required media.
- Without prejudice or limitation to the express agreement that time shall not be of the essence for the performance of the Services, for greater clarity, if Renderit’s performance of its obligations under these Terms are prevented or delayed by:
a. any act or omission of the Customer, its agents, subcontractors, consultants, employees or its affiliated entities;
b. by the Customer or any associated recipient of the Service; or
c. any Force Majeure,
then, without prejudice to any other right or remedy it may have, any time estimate, commitment or delivery date contained in the Fee Proposal shall be extended as reasonably required. - Renderit shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and it shall notify the Customer in any such event.
D. Customer Obligations
- The Customer shall:
(a) ensure that the terms of the Fee Proposal are complete and accurate in all respects;
(b) co-operate with Renderit in all matters relating to the Services;
(c) provide Renderit by no later than the time indicated by Renderit (where this is not indicated, in a timely manner) with such information, specifications and materials as it may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(d) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Renderit to provide the Services, including the use of all Customer Materials, before the commencement of the Services as per clause G.3. - The Customer will not:
(a) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services;
(b) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
(c) use the Services to store or transmit Malicious Code;
(d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
(e) attempt to gain unauthorized access to the Services or related systems or networks;
(f) permit direct or indirect access to or use of the Services in a way that circumvents the scope agreed in any Fee Proposal or use any of the Services to access or use any of our intellectual property except as permitted under make any of the Services available to any third party unless expressly stated otherwise in a Fee Proposal;
(g) these Terms and Conditions;
(h) copy the Services, source code, or any part, feature, function or user interface thereof;
(i) copy any work product or Created IP except as permitted herein or in a Fee Proposal;
(j) frame or mirror any part of the Services other than framing on your own intranets or otherwise for your own internal business purposes;
(k) access any of the Services in order to build a competitive product or service or to benchmark with another product or service;
(l) reverse engineer the Services (to the extent such restriction is permitted by law); - Any use of the Services in breach of the Terms and Conditions or a Fee Proposal, by the Customer that in the judgment of Renderit threatens the security, integrity or availability of the Services, may result in our immediate suspension of the Services.
E. Prices
- In consideration of the provision of the Services by Renderit, the Customer shall pay the Fees as set out in the Fee Proposal.
- Renderit may at any time modify its fees for Services without notice to the Customer. For greater clarity, the Fees agreed under any Fee Proposal shall not be binding upon Renderit for any future services whatsoever following the completion of such Fee Proposal.
- The Fees do not include any goods and services tax (GST), value added tax (VAT), government tax or duty which will be charged and payable in addition to the Fees at the time when payment for the Services is due.
- The Customer acknowledges that where Services are provided in Canada these will be subject to any value added, good services or other place-of-supply rules as appropriate.
F. Payment
- Upon acceptance of the Fee Proposal, Renderit shall be entitled to issue an invoice for the Fees, any other amounts due to it, and any other applicable tax or duty in accordance with the terms of the Fee Proposal.
- Unless otherwise provided in the Fee Proposal, payment by the Customer of the invoice for the Fees shall be as follows:
a. Prior to the commencement of the Services, the Customer shall pay a deposit of fifty percent (50%) of the amount contained in the Fee Proposal; and
b. Upon completion of the Services, the Customer shall pay any balance due on such invoice.
For the purposes of this clause, “completion” shall mean that Renderit has provided the final previews of the low-resolution files / renderings to the Customer for its inspection. - Notwithstanding the above, Renderit may at any time require the Customer to pay the Fees for any Service before it performs such Services for the Customer.
- Any variation to these payment terms as they apply to an on-going and accepted Fee Proposal must be in writing and signed by or on behalf of both Parties.
- Unless otherwise provided in the Fee Proposal, payment by the Customer of the invoice for the Fees shall be as follows:
a. Prior to the commencement of the Services, the Customer shall pay a deposit of fifty percent (50%) of the amount contained in the Fee Proposal; and
b. Upon completion of the Services, the Customer shall pay any balance due on such invoice.
c. charge interest on the amount not paid at an annual rate of 2% above the Bank of Canada's prime rate, calculated and compounded monthly until payment is received in full. - The Customer is not entitled to withhold payment or use any amounts as a set off against any amount or Services Renderit may owe the Customer.
G. Fee Proposals
- These Conditions allow the Parties to contract for Services required by the Customer by agreeing multiple Fee Proposals with Renderit pursuant to this clause. Each Fee Proposal shall be agreed in the following manner:
a. the Customer shall ask Renderit to provide any or all of the Services and provide Renderit with as much information, specifications and/or materials as Renderit reasonably requests in order to prepare a draft Fee Proposal for the Services requested;
b. following receipt of the information specifications and/or materials from the Customer, Renderit shall, as soon as reasonably practicable either:
(i) inform the Customer that it declines to provide the requested Services; or
(ii) provide the Customer with a draft Fee Proposal.
(c) if Renderit provides the Customer with a draft Fee Proposal pursuant to clause G.1 (b)(ii), Renderit and the Customer may discuss and agree that draft Fee Proposal;
(d) The Customer shall provide written approval the draft Fee Proposal when it is agreed, with such approval to be provided using the method of acceptance required by Renderit from time to time at its sole discretion. Such approval shall be final and conclusive evidence of the Customers acceptance of the Fee Proposal, and these Conditions. Upon Customers approval and acceptance of the Fee Proposal, Customer irrevocably agrees to be bound by these Conditions. For the avoidance of doubt, neither party is obligated to or makes a commitment to agree a Fee Proposal. - If any information, specifications and/or materials provided by the Customer are found to be incomplete or inaccurate, Renderit reserves the right to stop work required under such Fee Proposal until appropriate revisions to such Fee Proposal are agreed in accordance with these Conditions, or at its sole discretion, terminate the respective Fee Proposal without further obligation upon either party. In the event of such termination, Renderit will make reasonable deductions from any prior payment of Fees made in accordance with clause F.2.a, having regard to the time spent on the Services, and refund any remaining balance.
- The Services shall only commence when it has been approved in accordance with these Conditions and Renderit has received payment of the amount provided under clause F.2.a. above.
- Once a Fee Proposal has been agreed and signed in accordance with clause G.1, no amendment shall be made to it except in accordance with clause V (Variation).
H. Changes to the Services
- Save for what may be contained in the Fee Proposal, the Customer may at any time request to make changes to the Services, such as in drawings, designs, specifications, time and method of delivery. However, if any such changes would result in an increase in the cost of the Service or time required to provide the Services, at the sole discretion of Renderit, either a separate Fee Proposal may be issued in respect of such changes or an appropriate adjustment may be made to the applicable Fee Proposal in writing and agreed between the Parties in accordance with clause G above before any such changes can be given effect.
I. Cancellation
- The Customer may cancel any Service under a Fee Proposal without paying a cancellation fee or other liability at any time prior to any Services having been commenced, by providing written notice of such cancellation by email.
- Where a Fee Proposal has been accepted by a Customer and the respective Services have commenced, the Customer may cancel any Service under a Fee Proposal by providing written notice of such cancellation by email. In such instance Renderit shall deduct from any initial or subsequent payments made pursuant to such Fee Proposal:
(a) an amount reflective of work done up to the date of cancellation; and
(b) a cancellation administration fee,with such amounts to be determined at the reasonable discretion of Renderit.
J. Intellectual Property Rights
- Renderit is not responsible for the compatibility and subsequent use of files and formats delivered upon completion of the Services however reasonable efforts will be made to deliver the same in commonly accessible file formats having regard to industry practice.
- All Intellectual Property Rights in Customer Material shall remain the property of and vested in Customer or their respective owner(s).
- All Intellectual Property Rights in relation to work product, including but not limited to working files, finished designs, graphic output, and other deliverables of any kind arising from the provision of the Services to Customer (“Created IP”) shall be vested in and be the exclusive property of Renderit. Upon full payment of any Fees due to Renderit pursuant to a Fee Proposal, the Customer shall be granted a non-exclusive, perpetual, non-sub-licensable, non-transferable, global license to use the Created IP, unless otherwise specifically stated in a Fee Proposal.
- In relation to any third-party photographs or imagery provided to the Customer pursuant to the provision of the Services, Renderit shall make commercially reasonable efforts to seek to obtain a licence for commercial use of such imagery on behalf of the Customer. Any such additional fees arising in relation to such license(S) shall be agreed with the Customer in advance in writing.
- Renderit reserves the right to impost the visual credit and/or branding on any Created IP unless specifically requested to exclude by the Customer and, to the use for self-promotion any work carried out for the Customer.
(a) Renderit reserve the right to use both initial creative concepts and final approved design work for the purposes of Renderit’s marketing activities (both online and offline) unless otherwise requested/agreed with the Customer. Renderit reserve the right to commission freelance support or outsource any Service if it is felt necessary to do so.
K. Copyright
- Except as stated above, Renderit warrants that the Services, all delivered Created IP, and all rights thereto are owned by it and shall not violate any copyright, patent, trademark, trade secret or any other proprietary right of any third party.
L. Liability
- Renderit shall not be liable in contract, tort, or otherwise for any modification to the Services made by Customer or for any inaccuracy in any Service or Created IP, resulting from or contributed to by, without limitation, any scanning data, 3D modelling, or CAD data, or other inaccurate specification(s) approved by the Customer or flawed Customer Material.
- Renderit specifically disclaims any and all warranties, including any implied warranty of fitness for a particular purpose or merchantability.
- Any Services provided by Renderit not in compliance with a Fee Proposal shall, at Renderit’s option, be re-performed or refunded.
- The Customer agrees to indemnify Renderit in respect of any Losses arising out of or in connection with any claim that any product, document, information, or Customer Materials provided by the Customer to Renderit relating to the Services infringes any third party Intellectual Property Rights.
- These liability provisions shall survive termination or completion of the Services and any Fee Proposal.
M. Limitation of Liability
- Except as otherwise expressly stated herein, all conditions, warranties and representations, expressed or implied, by statute or otherwise, in relation to the performance or non-performance of any Services are hereby excluded to the full extent permitted by law.
- Unless otherwise agreed in writing, all drawings, illustrations, descriptions, specifications, technical data, advertising and other similar information issued by Renderit or contained in any of its literature, website, or other publication is published solely as a means of approximating the Services and shall not form a part of any Fee Proposal unless specifically stated therein.
- Subject to the terms of this Clause M, Renderit’s total liability in contract, tort, including without limitation negligence, breach of statutory duty, or misrepresentation, or for any other reason whatsoever under or in connection with the Services, any Fee Proposal, and/or these Condition shall not exceed the lesser of an amount equal to the amount actually paid pursuant to the respective Fee Proposal or $1,000.00 CAD.
- Renderit is not liable, whether in contract, tort, including without limitation negligence, breach of statutory duty, or misrepresentation, or for any other reason whatsoever under or in connection with the Services, any Fee Proposal, and/or these Condition for:
1. economic loss;
2. loss of profit;
3. loss of revenue;
4. loss of business;
5. loss of anticipated savings;
6. business interruption;
7. wasted expenditure; or
8. loss of goodwill;
in each case whether direct or indirect or for any indirect, special or consequential loss or damage, howsoever arising. - Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of death or physical personal injury caused by Renderit’s negligence, fraud or fraudulent misrepresentation, or any liability which cannot be excluded or limited by operation of law.
N. Termination
- Without limitation to any rights otherwise stated in these Conditions, Renderit may, at its sole and unfettered discretion, suspend performance of any Service and/or terminate any Fee Proposal effective immediately upon written notice to the Customer following the occurrence of:
1.1. the Customer’s breach of any obligation under these Conditions or any Fee Proposal;
1.2. the Customer’s voluntary or involuntary application for bankruptcy or any assignment on behalf of a creditor;
1.3. the Customer’s notice of winding up or dissolution;
1.4. the Customer’s ceasing or suspending business or payment of any of debts or failure to pay any debts as they become due; or loss of anticipated savings;
1.6. the Customer indicating their intention to postpone or cancel the Services.
O. Post Termination
On termination of these Conditions for any reason:
- The Customer shall immediately pay any outstanding invoices, including interest thereon (if any) and, in respect of Services preformed but for which no invoice has been submitted, Renderit may make reasonable deductions from any prior payment of Fees made in accordance with clause F.2.a, having regard to the time spent on the Services, apply any remaining balance to other outstanding invoices payable by the Customer, and refund any excess balance. If any such payments are insufficient to pay all outstanding invoices, Renderit shall submit final invoice to the Customer which shall be payable immediately;
- Both Parties shall return or destroy all the confidential information of the other Party that is in its possession or control;
- Any accrued rights, remedies, obligations and liabilities as at termination shall not be affected, including the right to claim damages in respect of any breach of the Conditions or Fee Proposal which exist at or before the date of termination; and
- Clauses which expressly or by implication have effect after termination shall continue in full force and effect, including but without limitation: confidentiality, limitation of liability, notices, governing law and jurisdiction.
P. Non-Solicitation; No Hiring
- Customer or any affiliated or associated third party, shall not solicit or hire, directly or indirectly, any of Renderit’s employees, independent contractors, or agents without Renderit’s express approval, in writing in advance.
- In the event the foregoing non-solicitation term is breached or found by a court of competent jurisdiction to be unenforceable, and any of Renderit’s employees, independent contractors or agents are hired or employed by the Customer or any affiliated or associated third party, whether directly or indirectly, Renderit shall be deemed agent and facilitator of the transaction and be entitled to compensation in the amount of thirty percent (30%) of the employee’s, independent contractor’s or agent’s annual total salary or other compensation, before tax, which shall be promptly reported to Renderit and an invoice issued to the Customer for immediate payment.
Q. Confidential Information
- All Fee Proposals, Services, estimates, budgets, proprietary software are the exclusive and confidential property and trade secrets of Renderit (“Confidential Information”), and the Customer shall maintain the confidentiality of all such Confidential Information and shall not disclose it, in whole or in part, to any third party. For clarity, the Created IP delivered pursuant to any Fee Proposal or the Services shall not be Confidential Information, but any working papers, draft, preliminary designs or other work product disclosed prior to the delivery of the Created IP shall be Confidential Information.
R. Relationship of the Parties
- The relationship of us and the Customer shall be that of independent contractor and no employment, partnership or joint venture relationship is intended or implied, unless otherwise set forth in a separate written agreement.
S. Force Majeure
- Neither the Customer nor Renderit shall bear any liability be deemed to be in breach of the Condition by reason of any delay in performing, or failure to perform, any obligations under a Fee Proposal if such delay or failure was beyond that party’s reasonable control including, without limitation, any Force Majeure.
- If the Customer or Renderit claim to be unable to perform any obligation under a Fee Proposal, for any reason set forth herein, that party shall immediately notify the other party of the nature and extent of the circumstances in question.
- This condition shall cease to apply when any such circumstances have ceased to have effect on the performance of the Services. If any circumstance described herein continues for more than three (3) months, or is reasonably foreseeable to continue for such period of time, the other party shall be entitled to terminate the Fee Proposal upon written notice and subject to all post-termination obligations set out in Clause O hereto.
T. Notices
- Any notice given under these Conditions must be in writing and addressed to:
(1) the Customer via email at the account customarily used or listed on its account with Renderit, or via regular mail at its registered office, principle place of business or any other address it has notified Renderit in writing; or
(2) Renderit at the registered office set out below, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or commercial courier to:
19 Laurier Place
NWEdmonton,
Alberta
T5R 5P4
Canada
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Section 1 above; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; if sent via email (where permitted), on the day of transmission.
- The notice provisions set out at 1 and 2 above shall not apply to the service of any proceedings or other documents in any legal action, which such service shall be governed by the applicable rules of civil procedure.
U. Enforceability
- If at any time:
(a) Any of these conditions are found to be wholly or partly illegal, invalid or unenforceable, then such illegality, invalidity or enforceability will not affect the other remaining conditions in any way; and
(b) Any of these conditions are found to be wholly invalid or unenforceable but would be valid or enforceable if some part of the condition were deleted, narrowed or read-down, then the condition in question shall apply with such modification as may be necessary to preserve its validity and enforceability.
V. Variation
- Except as set out in these Conditions, no variation of the Terms and Conditions, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Renderit or published on the Renderit website. Renderit may modify these Conditions at any time without notice.
W. General
- These Conditions, the Terms, the Services, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of the Province of Alberta, Canada. The parties irrevocably attorn to the jurisdiction of the courts of Alberta in Edmonton, which will have non-exclusive jurisdiction over any matter arising out of the Terms, Conditions, the Services, or any Fee Proposal.
- No failure or delay by either party in exercising any right under these Terms and Conditions will constitute a waiver of that right.
- The Terms, including these Conditions as well as any Fee Proposal, may be entered into and accepted electronically by specific expression of acceptance, such as a confirmation button or check box, or via electronic document delivery and execution including but not limited to digital signature and/or PDF.
