Terms & Conditions

1) Definitions. In these GTCs, the following terms have the following meanings: “Affiliate” means, with respect to any entity, any entity controlling, controlled by or under common control with such entity; “Agreement” means these GTCs and the Work Order, collectively; “Applicable Law” means all applicable governmental laws, statutes, orders, rules and regulations, and judgments, whether international, federal, provincial or municipal; “Client” means the Party to this Agreement other than Wicked Blue Owl Creative Marketing Inc.; “Wicked Blue Owl” means Wicked Blue Owl Creative Marketing Inc.; “Party” means a party to this Agreement; “Purchase Price” means the price actually paid by the Client for the Services, excluding taxes; “Services” means the services described in the Work Order; and “Work Order” means a written work order, purchase order, invoice that has a deposit associated with it, or other progress items in development or progress with Wicked Blue Owl.  

2) Conflicts. In the event that there is any apparent conflict in the provisions of this Agreement, the provisions shall be interpreted, to the extent possible, as if they do not conflict. In the event such an interpretation is not possible, the provisions of the GTCs shall supersede the provisions of the Work Order to the extent of the conflict.

3) Acceptance and Entirety.  This Agreement contains the complete agreement between the Parties with respect to the Services, and supersedes any prior agreements, understandings or representations with respect to the subject matter herein.  Any change to the Agreement shall only be effective if made in writing between the Parties.  No representations by or oral agreement with any representative of Wicked Blue Owl, either before or after the execution of this Agreement, shall affect or modify any of the Parties’ respective rights or obligations hereunder. The Client hereby waives and acknowledges as null and void any other terms and conditions pertaining to the provision of the Services, whether contained in any documentation provided by, or on behalf of, the Client or otherwise and whether signed by Wicked Blue Owl.  

4) Status. Wicked Blue Owl is an independent contractor and is not a partner, agent, employee, trustee, fiduciary or joint venturer of the Client.  

5) Price, Payment and Taxes.  All fees, prices, and other charges are as specified in the Work Order. The Client will pay all invoiced amounts as “due upon receipt” of the applicable invoice, and interest of 2.5% per month, compounded monthly, shall be payable on all amounts not paid within such period. The Client shall pay to Condo any sales taxes or other ad valorem taxes applicable to the Services, as required by Applicable Law. 

5.1 Deposits Received on Work Orders / Estimates / Invoices – All orders require a 50% deposit before production will begin, and such deposits are NON REFUNDABLE. For physical products, direct shipping to your location is not included unless specified within the estimate.  For any order you would like to proceed with, we accept credit cards Interac E-Transfers.

6) Work Standard.  The Services shall be performed with due diligence and care, in accordance with Applicable Law and customarily accepted industry practice. Except as may be explicitly set forth in the GTCs, and to the extent permitted by Applicable Law, Wicked Blue Owl hereby disclaims any and all other warranties, whether express or implied or imposed by Applicable Law.

7) Provision of and Reliance on Information. The Client agrees to fully cooperate with Wicked Blue Owl with respect to the provision of all available information pertinent to the Services. The Client acknowledges that the Services are based solely on the information provided or otherwise available to Wicked Blue Owl, and Wicked Blue Owl is relying upon the accuracy and completeness of all such information. Wicked Blue Owl shall have no liability to the Client for any penalties, fines, costs, expenses, losses, claims, liabilities or damages arising from any such inaccuracy or incompleteness. If the Client becomes aware that any information provided to or otherwise available Wicked Blue Owl is inaccurate or incomplete, the Client shall promptly notify Wicked Blue Owl thereof.

8) Intellectual Property.  

8.1 Unless otherwise agreed by the Parties, any patents, methods, ideas, concepts, know-how, copyrights, trademarks, trade secrets, or other intellectual property rights (collectively, “IP“) developed by Wicked Blue Owl during and in the course of performing the Services will be the exclusive property of Wicked Blue Owl.  Further, any IP previously developed or owned by Wicked Blue Owl prior to the date of this Agreement and used in connection with the Services will remain Wicked Blue Owl’s exclusive property, whether or not specifically adapted for use by Company.  Wicked Blue Owl hereby grants to Company a limited, non-exclusive, non-transferable, royalty-free licence in and to any such IP included in any deliverables relating to the Services.  All IP of either Party is Confidential Information of that Party. 

8.2 Title to all data and documents generated in connection with the Services shall not vest in the Client until full payment of all monies owed to Wicked Blue Owl in connection with the Services. Wicked Blue Owl shall be entitled to keep copies of all such data and documents, and, notwithstanding Section 12 (Confidential Information), to use and disclose them as it sees fit.   

9) Force Majeure. Neither Party shall be liable for any damage or delay (excluding delay in payment of monies owed) caused by or resulting from conditions or causes of any kind beyond the reasonable control of such Party and which such Party could not have prevented through the exercise of reasonable diligence, and any such damage or delay (excluding delay in payment of monies owed) shall not be deemed to be a breach of or failure to perform this Agreement but shall suspend the obligations affected, and the Party affected shall be allowed a reasonable period of time to fulfill such obligations having regard to the applicable circumstances.  For clarity, lack of finances shall not be regarded as a condition or cause beyond the reasonable control of a Party. 

10) Limits of Liability and Indemnification.

10.1 Notwithstanding anything to the contrary in this Agreement or Applicable Laws, Wicked Blue Owl and its employees, directors and shareholders shall not be liable to the Client or any of its Affiliates or other service providers or their respective directors, officers, agents, consultants, shareholders, employees or representatives for, and the Client, on behalf of itself and the foregoing entities, hereby releases Wicked Blue Owl and its employees, directors and shareholders with respect to, any lost profits , lost revenues, loss of goodwill, loss of use, loss of bargain, cost of capital, lost production, lost business opportunities and the cost of obtaining or maintaining financing (in all case whether direct, indirect or consequential) and such other special, punitive, aggravated, indirect or consequential damages, costs, losses or expenses of whatever nature which arise out of or relate to their negligence or Wicked Blue Owl’s breach or performance of or failure to perform this Agreement, whether as penalties, fines, reimbursements, damages or otherwise, and whether pursuant to any indemnity, negligence, breach of contract or any other claim or cause of action, whether at law or in equity.  

10.2 Notwithstanding anything else in this Agreement or Applicable Laws, Wicked Blue Owl and its employees, directors and shareholders will have absolutely no obligation or liability, whether to pay money or otherwise, to Client or any of its Affiliates or other service providers or their respective directors, officers, agents, consultants, shareholders, employees or representatives, that is in excess of the Purchase Price, whether as penalties, fines, costs, expenses, losses, claims, liabilities, damages or otherwise, and whether pursuant to any indemnity, negligence, breach of contract or any other claim or cause of action, whether at law or in equity.

10.3 The Client expressly agrees that Wicked Blue Owl’s employees, directors and shareholders shall have no personal liability to the Client in respect of this Agreement or the Services, whether pursuant to negligence, breach of contract or any other claim or cause of action, whether at law or in equity. The Client expressly agrees that it will bring no legal proceedings against any of Wicked Blue Owl’s employees, directors or shareholders in their personal capacity.

10.4 The Client shall fully indemnify and hold harmless Wicked Blue Owl and its employees, directors and shareholders from all claims made against, and all resulting liabilities suffered or damages incurred by, Wicked Blue Owl and its employees, directors and shareholders to the extent relating to the use of the results of the Services by any person other than the Client, or relating to the use of such results by the Client for any purpose not explicitly stated in the Work Order.

10.5 Wicked Blue Owl does not provide, and the Services do not constitute, legal advice, or any sort of recommendation or advice regarding the purchase, sale, lease, rental, investment in or development of property. The Client is advised to obtain legal advice before taking any action based on the Services. 

11) Assignment. Neither Party shall assign any portion of this Agreement without the prior written consent of the other Party.  

12) Confidential Information. Each Party acknowledges that it may be exposed to information concerning the other Party and its operations that is confidential or proprietary in nature, including information relating to the other Party’s finances, business operations, plans, and technologies. Each Party covenants on its behalf and for its employees, subcontractors and agents, that it shall maintain such information in strict confidence, shall not release or grant access to any such information to any third party except to its subcontractors and agents on a need to know basis, and shall only use such information to the extent required to fulfill its obligations under this Agreement. A Party shall be liable for any breach of this Section by it and any of its subcontractor and agents and its and their respective officers, directors, employees and agents.  The restrictions on the use and disclosure of the confidential information shall not apply to information which: (a) was known to the Party before receipt of same from the other Party; or (b) becomes publicly known other than through a breach of this Agreement; or (c) is disclosed pursuant to the requirements of Applicable Law, but only to the extent required to comply with Applicable Law.

13) Privacy. If either Party collects, uses, and/or discloses personal information of any employee, officer, director, agent or contractor of the other Party, such first Party agrees to do so only to the extent required for reasonable business purposes, and only to the extent permitted by and in accordance with Applicable Law.

14) Termination. If either Party breaches any of its obligations under the Agreement or Applicable Law and such violation is not cured within 5 days of such Party’s receipt of notice of such violation, then the other Party may, without prejudice to any other right or remedy it may have, terminate this Agreement by written notice to such first Party, whereupon the terminating Party shall be relieved of all further obligations hereunder except: (i) the Client’s obligation to pay all monies owed to Wicked Blue Owl for Services performed to the date of termination; and (ii) such terminating Party’s obligations pursuant to Sections 8 (Intellectual Property), 12 (Confidential Information) and 13 (Privacy) of these GTCs.  Subject to the foregoing sentence, all provisions of this Agreement that, by their nature, are intended to survive the expiry or termination of this Agreement shall do so.   

15) Governing Law. This Agreement shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein (without regard to conflicts of laws principles) and the Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of Alberta and the courts of appeal therefrom. 

16) Waiver and Severability. No waiver by either Party of any breach of this Agreement shall be binding on that Party unless the same is expressed in writing, and any waiver so given shall extend only to the particular breach so waived and shall not limit or affect any rights with respect to any other or future breach. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions hereof.