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Click here!These terms and conditions (these T&Cs) apply to the purchase and sale of the Services (as defined below). These T&Cs are effective as of the payment of the first Monthly Invoices (as defined below) (the Commencement Date) and is between Dingus and Zazzy Ltd. (Dingus and Zazzy) and the person and/or entity whose name appears on the Monthly Invoices (the Client). These T&Cs are subject to change without prior written notice at any time, in sole discretion of Dingus and Zazzy.
Dingus and Zazzy and the Client (collectively, the Parties and each a Party) hereby agree as follows:
Dingus and Zazzy shall provide the Client with the YOUR NEW CREATIVE DEPARTMENT services selected by the Client and described in further detail on the Monthly Invoices provided by Dingus and Zazzy to the Client (the Services) in accordance with these T&Cs and from Monday to Friday during the hours of 9:00 a.m. and 5:00 p.m. (Mountain Time) (except for statutory holidays in Alberta). Dingus and Zazzy shall use reasonable efforts to meet any performance dates specified by the Services, but the Client acknowledges that any such dates will be estimates only.
(a) The term of these T&Cs (the Initial Term) will begin either on
(i) the Commencement Date, or
(ii) the date communicated by the Client via email to hi@dingusandzazzy.com and confirmed by Dingus and Zazzy via return email, and will continue indefinitely unless and until sooner terminated in accordance with section 2(b).
Upon expiration of the Initial Term, these T&Cs will automatically renew for additional successive one-month terms unless the Client provides written notice of non-renewal at least seven days prior to the end of the then-current term (each a Renewal Term and together with the Initial Term, the Term), unless sooner terminated in accordance with Section 2(b). If the Term is renewed for any Renewal Term, the terms of these T&Cs during each such Renewal Term will be the same as the terms in effect immediately prior to the renewal, subject to any change in the fees payable by the Client during the applicable Renewal Term as contemplated in Section 3. If the Client provides timely notice of its intent not to renew these T&Cs, then, unless sooner terminated in accordance with Section 2(b), these T&Cs will terminate on the expiration of the then-current Term.
(b) Dingus and Zazzy may terminate these T&Cs with immediate effect upon written notice to the Client, if the Client:
(i) fails to pay any amount when due under these T&Cs and such failure continues for seven days after the receipt by the Client of written notice of non-payment;
(ii) has not otherwise performed or complied with any of its obligations under these T&Cs, in whole or in part; or
(iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
(a) In consideration of the provision of the Services by Dingus and Zazzy and the rights granted to the Client under these T&Cs, the Client shall pay a monthly fixed fee plus any professional fees calculated in accordance with and stated on the Monthly Invoices (the Fees). The Fees may be subject to change, and Dingus and Zazzy shall provide prior notice of any such changes no later than 2 weeks prior to such changes becoming effective (the Fee Notice Period).
(b) The Client shall reimburse Dingus and Zazzy for all reasonable out-of-pocket expenses incurred by Dingus and Zazzy in connection with the performance of the Services (the Expenses).
(a) Dingus and Zazzy shall issue monthly invoices for the Fees and Expenses plus applicable taxes (the Monthly Invoices).
(b) Monthly Invoices will be payable on receipt.
(c) If payments of the Fees and Expenses are not received by Dingus and Zazzy within 7 days after becoming due, then Dingus and Zazzy may do either or both of the following:
(i) charge interest on any such unpaid amounts at a rate equal to the maximum amount permitted under law, compounded and calculated daily from the date the Monthly Invoice was due until the date it is paid; and
(ii) suspend performance for all Services until the payment has been made in full.
The Client will be responsible for all goods and services tax, value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by the Client under these T&Cs.
The Client shall pay, in addition to all other remedies and damages which Dingus and Zazzy may be entitled, any costs and expense incurred in conducting efforts to collect unpaid Monthly Invoices including actual legal fees, disbursements, and expenses incurred on a full indemnity basis.
Notwithstanding any explicit or implicit representations or warranties within these T&Cs, the Client acknowledges that it has no contractual or equitable rights to receive a refund of any Fees or Expenses paid to Dingus and Zazzy for, or in relation to, the Services.
All intellectual property rights (the IP Rights) in and to all documents, work product, and other materials that are delivered to the Client under these T&Cs or prepared by or on behalf of Dingus and Zazzy while performing the Services (collectively, the Deliverables) will be owned exclusively by the Client. Dingus and Zazzy hereby irrevocably assigns to the Client, without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all IP Rights therein. All IP Rights in all data, documents, know-how, methodologies, and other materials provided by or used by Dingus and Zazzy in performing the Services and developed or acquired by Dingus and Zazzy prior to or independently of these T&Cs (collectively, Pre-Existing Materials) will be owned exclusively by Dingus and Zazzy and its licensors. Dingus and Zazzy hereby grants the Client a licence, on a non-exclusive, worldwide, nontransferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis, to any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of, the Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by Dingus and Zazzy.
The Parties intend Dingus and Zazzy to be an independent contractor of the Client under these T&Cs. Nothing contained in these T&Cs shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, franchise, employment, master-servant, or fiduciary relationship between the parties. Neither party, by virtue of these T&Cs, will have any right, power, or authority to act or create an obligation, expressed or implied, on behalf of the other Party.
Neither Party shall assign any of its rights or remedies or delegate any of its obligations under these T&Cs without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section 9 will be void.
These T&Cs are binding upon the Parties and enures to the benefit of the Parties and their respective successors and permitted assigns.
The laws of Alberta and the laws of Canada applicable in Alberta govern all disputes between the Parties arising out of these T&Cs or the Services. Neither Party shall bring any action or proceeding to resolve a dispute arising out of these T&Cs or the Services, except in the courts of Alberta and courts competent to hear appeals from the courts of Alberta (collectively, the Courts), and each Party irrevocably attorns to the exclusive jurisdiction of the Courts with respect to any such action or proceeding.
Each Party represents and warrants to the other Party that it understands its rights and obligations arising out of these T&Cs and the Services and has
(a) received independent legal advice about those rights and obligations, or
(b) had the opportunity to seek such independent legal advice, but has voluntarily chosen not to do so.
DINGUS AND ZAZZY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (I) WARRANTY OR CONDITION OF MERCHANTABILITY; OR (II) WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE; OR (II) WARRANTY OF TITLE; OR (IV) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
IN NO EVENT WILL DINGUS AND ZAZZY BE LIABLE TO THE CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER THE DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL DINGUS AND ZAZZY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE T&CS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO DINGUS AND ZAZZY PURSUANT TO THESE T&CS.
Dingus and Zazzy will not be liable or responsible to the Client, nor be deemed to have defaulted or breached these T&Cs, for any failure or delay in performing any term of these T&Cs when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Dingus and Zazzy, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemics, pandemics, lock-outs, strikes, or other labour disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.
Except as stated in this Section 16, no Party in possession of Confidential Information (a Receiving Party) shall disclose or use the Confidential Information, other than for the purpose of complying with its obligations under these T&Cs, unless the Party that provided the Confidential Information (the Disclosing Party) consents in writing to that disclosure or use. Upon the written request of a Disclosing Party, a Receiving Party shall promptly (but in any event no later than seven days after receipt of the request) destroy or return all copies of Confidential Information in its possession. The term Confidential Information means all information about a Disclosing Party or its business and affairs that the Disclosing Party provides to a Receiving Party in connection with these T&Cs, except for any such information that:
(i) is or becomes public other than as a result of the failure by the Receiving Party to comply with any of its obligations under these T&Cs;
(ii) was already in the possession of the Receiving Party as the result of disclosure by a person that was not then under any obligation to the Disclosing Party to keep the information confidential;
(iii) is disclosed to the Receiving Party by a person that was not then under an obligation to the Disclosing Party to keep the information confidential; or (iv) was independently developed by the Receiving Party other than as a result of the failure by the Receiving Party to comply with any of its obligations under these T&Cs.
No Party shall make any public announcements in respect of these T&Cs or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Party (which consent will not be unreasonably withheld or delayed), and the Parties shall cooperate as to the timing and contents of any such announcement, except that any Party may issue a press release or make a filing with a regulatory authority if legal counsel for the Party reasonably advises the Party that the press release or filing is necessary to comply with the law, in which case the Party shall first make a reasonable effort to cooperate as to the contents of the press release or filing.
Neither Party shall make, publish or communicate to any person or in any public forum, including social media, any comments or statements (written or oral) that denigrate or disparage, discredit or cast a slur upon, or are detrimental to or likely to be injurious to, the goodwill, reputation or stature of the other Party or its businesses, or any of its directors, officers, or employees or existing and prospective customers, suppliers, investors or other associated third parties.
Each Party acknowledges that the failure to perform its obligations under Section 16 to Section 18 of these T&Cs could cause irreparable harm to the other Party for which damages would be an inadequate remedy. If any such failure occurs or is threatened, then that other Party will be entitled to seek specific performance or any other equitable remedy available to it.
(a) For a notice or other communication under these T&Cs to be valid, it must be in writing and delivered by hand, by a courier service that allows users to track deliveries, or by email to the other Party in accordance with the information provided on the Monthly Invoices (or as directed by the other Party in a notice delivered in accordance with this Section 21(a)).
(b) A Party will be deemed to have received a notice or other communication under these T&Cs as follows:
(i) if it is delivered by hand, then when the Party signs for it;
(ii) if it is delivered by a courier service that allows users to track deliveries, then upon receipt as stated in the tracking system;
(iii) if it is delivered by email, then when the email was sent; and
(iv) if the Party rejects or otherwise refuses to accept it, or it cannot be delivered because of a change in address for which no notice was given or a disruption in delivery outside of the control of the Parties, then upon that rejection, refusal, or inability to deliver.
(c) If either Party receives a notice or other communication after 5:00 p.m., then the Party will be deemed to have received that notice or other communication at 9:00 a.m. on the next day that is neither a Saturday, nor a Sunday, nor a statutory holiday in Alberta.
These T&Cs may be amended at any time, at the sole discretion of Dingus and Zazzy. Such amendments are binding on the Parties upon written notice to the Client.
No waiver of the failure to comply with an obligation or satisfy a condition under these T&Cs will be effective unless it is in writing and signed by the Party granting the waiver, and no such waiver will constitute a waiver of the failure to comply with any other obligation or satisfy any other condition.
The Parties acknowledge that if a Court:
(a) determines that any provision of these T&Cs is unenforceable, then they want the Court to modify the provision to the minimum extent necessary to make it enforceable unless modifying the provision is not permitted by the Law, in which case they want the Court to disregard the provision; and
(b) modifies or disregards an unenforceable provision in these T&Cs, then they want the Court to hold that the rest of these T&Cs will remain in effect as written unless modifying or disregarding the provision would result in the failure of an essential purpose of these T&Cs, in which case they want the Court to hold this entire Agreement unenforceable.
The Parties have chosen English as the exclusive language of these T&Cs and all notices and other communications relating to these T&Cs. Les parties ont choisi l’anglais comme langue exclusive de cet accord et de toutes les notifications et autres communications relatives à cet accord.
These T&Cs and the Monthly Invoices constitute the entire understanding between the Parties with respect to the subject matter of these T&Cs.
Last updated on May 5, 2025