Standard Terms & Conditions
This We Believe
Animikii is a values-based social enterprise that is designed to improve the well-being of ourselves, our families, and our communities. Our connection to our core values, inspired by the Seven Sacred Teachings, is the basis for everything we do. These values include humility, truth, honesty, wisdom, respect, courage and love. We look to apply these values in all our business relationships.
Our legal agreements reflect our core values in the creative, technical and commercial contexts in which we work. We reject outdated models of ownership and control that do not serve the interests of collaboration. Building Indigenous technology requires us to find our own path — one that promotes both Reconciliation and digital innovation.
We look forward to working with you.
Animikii Inc. provides design and development services in accordance with the following terms and conditions. Together with an accepted services proposal (the “Proposal”), they form the basis of our relationship with the client identified on the Proposal (the “Client”).
Provision of Services
1. Animikii will provide services to Client as described in a mutually agreed upon Proposal (the “Services”).
Changes to Services
2. The project fees quoted in the Proposal are fixed prices, not estimates. This is a unique feature of our work and helps offer transparent, predictable pricing. No surprises. If the Proposal includes a budget contingency, this gives the Client room to make changes within the contingency where project specifications change. This leaves room to pursue new features along the way. Where requested changes fall outside the scope of a contingency or where no budget contingency has been identified, Animikii will provide a new Proposal to complete the additional work.
3. The parties agree that Animikii's failure to meet any deadlines or milestones contained in the Proposal due to Client's failure to: fulfill its obligations under the Proposal, to respond to Animikii’s inquiries or to cooperate with Animikii, does not constitute a breach of these services terms and conditions.
Term & Termination
4. TERM. The term of the agreement between the parties starts on the Proposal acceptance date and, unless terminated pursuant to these standard terms, ends when the Services outlined in the Proposal are complete. Completion of the Services occurs when all deliverables included in the Proposal are delivered to the Client and Animikii has received payment.
5. TERMINATION FOR BREACH. Either party may immediately terminate this agreement on written notice if:
(a) the other party breaches section 23 (Confidentiality Obligations); or
(b) the other party is in material breach of these services terms and conditions and fails to cure that breach within 10 days after receiving written notice from the first party identifying the breach.
6. TERMINATION FOR CONVENIENCE. Either party may terminate these terms and any associated Proposal at any time on 30 days written notice to the other party.
7. EFFECTS OF TERMINATION. Termination of this agreement terminates all outstanding accepted Proposals.
(a) EFFECTS ON INVOICES. Client will pay for Services invoiced prior to the date of termination. However, if Client terminates for convenience, Animikii may also invoice Client for any Services and work-in-progress not yet invoiced at a pro-rated price based on the percentage of work completed prior to the termination date. Animikii will immediately deliver all developed work product and work-in-progress to the Client within 15 days of termination.
(b) SURVIVAL. Those provisions that by their nature are intended to survive termination or expiration of the agreement shall so survive.
8. DEFAULT PAYMENT TERMS. Client will pay Animikii for the Services as set forth in the Proposal. Unless an alternative payment schedule is set out in the Proposal, Animikii will invoice the Client for the Services and expenses on both the 15th and the last day of every calendar month and invoices are due 30 days following submission. In addition to any other remedy available to Animikii at law and/or as set out in this Agreement, invoices not paid within 30 days are subject to interest at the rate of 2% per month, compounded monthly (26.82% annually), on any unpaid sum with interest accruing from the invoice date. If payment is past due, Animikii may suspend performance of the Services and withhold documentation, deliverables, or hosting infrastructure until all payments due are received.
Methods & Subcontractors
9. WORK METHODS. Animikii will be solely responsible for determining the method, details, manner and means of performing the Services. Animikii will select project management tools, insurance and the place where the Services are performed, subject to project requirements contained in the Proposal.
10. LEGACY COMPATIBILITY. Animikii designs and develops websites and applications using the latest versions of web browsers and operating systems. If compatibility is required with legacy versions, such versions will be identified in the Proposal.
11. SUBCONTRACTORS. Animikii may employ or engage the services of its own employees, subcontractors, partners or agents as Animikii deems necessary to perform the Services and who are subject to binding obligations of confidentiality at least as protective as those in this Agreement.
12. APPROVED EXPENSES. Unless otherwise specified in a Proposal, Client will pay all third-party expenses directly. Where required, Animikii may require credit card details and approvals in order to purchase subscriptions to applications or code libraries approved, in advance, by Client. All the Client-paid subscriptions will remain in the name of the Client. Where expenses are not paid directly by the Client, the Client will reimburse all approved expenses where evidenced with statements or receipts. Approval to purchase stock imagery or video is provided upon approval of design mock-ups where such costs are within approved project budgets. The Client also agrees to pay expenses for advertising and materials placed or delivered after termination of this Agreement by the Client where Animikii is unable to halt such placement or delivery.
13. “INTELLECTUAL PROPERTY RIGHT(S)” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world. “INTELLECTUAL PROPERTY” or “IP” means anything protectable by an Intellectual Property Right.
14. BACKGROUND IP. “Background IP” means all Intellectual Property, owned or licensed by a party (a) before starting the Services; or (b) independent of the Services. Except for the license rights under section 20, neither party will own or acquire any right, title, or interest to the other party’s Background IP under this Agreement.
15. INITIAL OWNERSHIP. “Developed IP” means any Intellectual Property (other than Background IP) developed or discovered by Animikii in connection with the Services. Notwithstanding that Animikii has contracted with Client to provide the Services, the Client and Animikii acknowledge that all Developed IP will initially be the property of Animikii.
16. ASSIGNMENT OF DEVELOPED IP. Upon Animkii's receipt of payment from the Client in accordance with these services terms and conditions and/or the Proposal and subject to the Niiwin IP described in section 18 and the license described in section 20 below, Animikii will automatically transfer and assign to the Client all of its ownership, right, title, and interest in the Developed IP contained within the deliverables detailed in the Proposal.
17. REJECTED WORK PRODUCT. Animikii will retain ownership of Developed IP that is rejected by the Client. Animikii reserves the right to use rejected designs, mock-ups, and code libraries for other clients.
18. NIIWIN IP. "Niiwin” means Animikii’s dynamic database technology where data, tables, relationships and data design are specified via an admin user interface in the web browser. Niiwin is Animikii’s Background IP. Niiwin is being developed with contributions from many Animikii clients as an innovative Indigenous technology. Development of Niiwin within the Services is excluded from the Developed IP assigned to the Client pursuant to section 16.
19. DOMAIN OWNERSHIP. In addition to the Client’s existing domain names, Animikii will register any other domain names which are necessary for completion of the Services. All domain names will remain the sole property of the Client.
20. LICENSE TO ANIMIKII’S BACKGROUND IP. To the extent that Animikii uses or incorporates any of Animikii’s Background IP in the Deliverables, Animikii hereby grants Client a non-exclusive, perpetual, irrevocable, fully-paid, royalty-free, worldwide license to reproduce, create derivative works from, distribute, publicly display, make, have made, offer for sale, sell or otherwise dispose of, import, and use such Animikii Background IP, solely for use in connection with such Deliverables, with the right to sublicense each and every such right, provided Animikii’s Background IP is kept and protected as Confidential Information pursuant to section 24.
21. PORTFOLIO RIGHTS. The Client hereby grants Animikii a non-exclusive, perpetual, fully-paid, royalty-free, worldwide license to reproduce, distribute, publicly display and use the Deliverables in association with Animikii’s portfolio, whether digital or in print, as well as to enter the Deliverables in design competitions.
22. RELATIONSHIP Animikii is an independent contractor. Animikii acknowledges and agrees that it has no authority to enter into contracts that bind the Client or create obligations on behalf of the Client without Client's prior written authorization. Animikii’s personnel are not the Client’s employees. Animikii is responsible for: (a) Animikii personnel’s acts and omissions; (b) staffing, instructing, and managing Personnel performing Services; and (c) determining Personnel’s compensation (i.e., any stated rates for Services provided are not wage rates). Animikii is responsible for any income tax withholding applicable to Personnel as well as all costs associated with terminating Personnel.
23. "CONFIDENTIAL INFORMATION" means information that one party discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. Each party’s Background IP is its Confidential Information. The deliverables detailed in the Proposal are the Client’s Confidential Information.
24. CONFIDENTIALITY OBLIGATIONS. The recipient will not disclose the discloser’s Confidential Information or any personal information collected in association with the Services, except to employees, subcontractors, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information and Personal Information only to exercise rights and fulfill obligations under this Agreement. The recipient may disclose Confidential Information when legally compelled by a court or other government authority. To the extent permitted by law, recipient will promptly provide the discloser with sufficient notice of all available details of the legal requirement and reasonably cooperate with the discloser’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as the discloser may deem appropriate. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. Except for the limited rights under this Agreement, neither party acquires any right, title, or interest in the other party's Confidential Information.
25. NO PUBLICITY. Neither party may make any public statement regarding the Services without the other party’s written approval.
26. NO REVERSE ENGINEERING. Both parties will not reverse engineer any prototypes, samples, software, flowcharts, graphical layouts and user interfaces, which embody Confidential Information of the other party.
27. The Client will not, within a period of two years commencing upon termination of this Agreement, whether directly or indirectly, alone, in partnership or in conjunction with any person(s) or entity in any capacity or manner whatsoever:
(a) solicit, divert, contract or hire, or attempt to solicit, divert, contract or hire any person employed by Animikii or its subcontractors, or persuade or attempt to persuade anyone to terminate their employment with Animikii or its subcontractors; or
(b) directly or indirectly impair or seek to impair the reputation of Animikii, or any relationships that Animikii has with its employees, subcontractors, customers, suppliers, agents or other parties with which it does business or has contractual relations.
28. EXCLUSIVE OF TAXES. All charges set forth in the Proposal (unless expressly set out) are exclusive of all taxes. Should Animikii be or become responsible for payment or collection of any such tax, rate, assessment or duty (except taxes based on Animikii's income), then Animikii may charge the Client, and the Client will pay, such tax, rate, assessment or duty.
29. INDEMNIFICATION BY ANIMIKII. Animikii will indemnify, defend and hold harmless the Client and its directors, officers and employees from and against all third party claims, demands, causes of action, suits, and related losses, damages and costs, liabilities, expenses and judgments (including all actual legal costs) which the Client incurs, suffers or is put to arising out of or in connection with any fraudulent or negligent act of Animikii or its directors, officers or employees.
30. INDEMNIFICATION BY CLIENT. Client will indemnify, defend and hold harmless Animikii and its directors, officers and employees from and against all third party claims, demands, causes of action, suits, and related losses, damages and costs, liabilities, expenses and judgments (including all actual legal costs) which Animikii incurs, suffers or is put to arising out of or in connection with any fraudulent or negligent act of Client or its directors, officers or employees as well as all third-party claims relating to any code, designs, content or materials provided to Animikii by the Client or in relation to the use by the Client, or anyone else, of materials developed by Animikii according to the Client’s detailed project specifications.
31. INDEMNIFICATION PROCEDURES. The party requesting indemnification (“Indemnified Party”) will: (a) provide the party from whom indemnification is sought (the “Indemnifying Party”) prompt notice of the claim, (b) give the Indemnifying Party sole control over the defense and any settlement thereof (except that the Indemnified Party pay participate in such defense and its own expense, and the Indemnifying Party may not settle any claim against the Indemnified Party without its prior written consent); and (c) reasonably cooperate with the Indemnifying Party (at the Indemnifying Party's expense) to facilitate the settlement or defense of any such claim.
32. LIMITED WARRANTY TERM. Animikii’s warrants that software development will substantially conform to project specifications. Deliverables are provided to the Client bug-free and Animikii extends a 90-day limited warranty (the “Limited Warranty”) from the date of the Client’s acceptance of the Deliverables. The Limited Warranty is limited to bugs that Animiki creates through performance of the Services and not bugs that exist in an independent code base, whether open source or commercially licensed. The Limited Warranty excludes changes in web browsers, operating systems, programming languages, desktop operating systems, and security standards that occur after acceptance of the Deliverables. Extended warranties are available for purchase from Animikii.
33. USE AT SOLE RISK. Notwithstanding the Limited Warranty, temporary unavailability of the Deliverables, including the Client’s website, mobile applications, or online properties may occur as a result of scheduled maintenance, software releases, hardware releases, security issues or connectivity issues. Except where otherwise stated in the Services, the Client agrees that use of the Deliverables is at its sole risk.
34. MAINTENANCE. All software requires ongoing monitoring and maintenance. Except as detailed in the signed Proposal, Animikii is not responsible for ongoing security and maintenance of the Deliverables beyond the Limited Warranty described in section 32.
35. EMAIL & DNS. Animikii is not responsible for ongoing management of the domain name servers (DNS) associated with the Client’s domain names, except as needed for the purposes of website development during the Services or as described in a Proposal. For clarity, Animikii does not manage MX records (email) on behalf of the Client. Animikii encourages the Client to obtain dedicated IT support.
Limitation of Liability
36. Notwithstanding anything to the contrary herein, the total aggregate liability of either party to the other party under this Agreement, whether arising out of contract, tort (including without limitation negligence and strict liability) or any other legal theory, will be limited to the value of services contained in the Proposal or the Client’s total fees payable under this Agreement, whichever is greater, or, in the case of Animikii’s indemnity under section 29 above, $100,000. Any liability that Animikii may have under this Agreement will cease entirely as of the date that is two years following the completion of the Services and the Client agrees that it will have no, and will not bring any, legal claim whatsoever against Animikii after this such date. Animikii is a corporation. The Client will limit any claim they may have to the corporation, without liability on the part of any officer, director, member, employee, or agent of such.
37. GOVERNING LAW. This services terms and conditions will be deemed to have been made and performed in and will be construed pursuant to the laws of the province of British Columbia, excluding application of its conflict of laws principles. In the event Client or Animikii initiates any legal proceeding with regard to the interpretation or enforcement of this Agreement, the parties hereby agree to submit to the exclusive jurisdiction of the appropriate provincial and federal courts in the province of British Columbia. Each party irrevocably waives, to the maximum extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue for any such proceeding brought in such courts and any claims that any proceeding brought in any such court has been brought in an inconvenient forum.
38. CURRENCY. All references to currency herein are to lawful money of Canada.
39. SEVERABILITY. If any provision of these standard terms is found by a court of competent jurisdiction to be unenforceable or invalid, that provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will remain in full force and effect.
40. AMENDMENT, WAIVER. Any amendment or waiver to the terms of this Agreement will be effective only if made in writing and signed by an authorized and duly empowered representative of each of the parties hereto. No failure to exercise and no delay in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right hereunder preclude further exercise of any right hereunder.
41. NOTICE. The parties will deliver any notice required in writing pursuant to this Agreement to the address, or email address, set forth on the Proposal.
42. DIGITAL ACCEPTANCE. The Proposal may be executed in any number of counterparts, and may be delivered by electronic means for signature or alternative acceptance mechanism, each of which when so accepted will be deemed an original, and all of which together will constitute one and the same agreement.