Terms of Service

1. Scope and Acceptance

These Terms of Service ("Terms") govern the relationship between you ("Client") and Seideldexa Inc. ("Seideldexa," "we," "us"), a federal corporation incorporated under the Canada Business Corporations Act (Corporation No. 1283467), with its registered office at 274 Spadina Avenue, Suite 301, Toronto, Ontario M5T 2C2, Canada.

By using this website, submitting an inquiry through our contact form or engaging Seideldexa for any service, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not use this website or our services.

These Terms apply to all services listed on seideldexa.com and to any project agreement entered into between you and Seideldexa.

2. Definitions

• "Project" means any engagement for editorial, journalistic, research, production or consulting services agreed upon between Seideldexa and the Client.
• "Deliverables" means all work products, files, recordings and materials produced by Seideldexa under a Project.
• "Scope Proposal" means the written document describing the objectives, timeline, pricing and terms specific to a Project.
• "Deposit" means the advance payment of 30% of the total project fee required for Projects exceeding $2,000 CAD.
• "Business Day" means Monday through Friday, excluding statutory holidays observed in Ontario, Canada.
• "HST" means the Harmonized Sales Tax at the rate of 13% applicable in Ontario.

3. Eligibility

You must be at least eighteen (18) years of age to engage Seideldexa for services or to submit information through this website. By using our services, you represent and warrant that you meet this age requirement. If you are engaging services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

4. Services Offered

Seideldexa provides the following professional services:

• Investigative reporting
• Editorial and feature writing
• Fact-checking and research
• Podcast and audio production
• Media consulting

The specific scope, timeline and pricing for each engagement are defined in the Scope Proposal provided after the initial discovery call. Services are subject to availability.

5. Booking Process

To engage Seideldexa for a Project, the following process applies:

1. Initial inquiry: The Client contacts Seideldexa via the contact form, email or telephone.
2. Discovery call: Seideldexa and the Client discuss the subject, objectives, timeline and requirements.
3. Scope Proposal: Within 48 hours of the discovery call, Seideldexa provides a written Scope Proposal outlining the deliverables, timeline, pricing (inclusive of 13% HST) and specific terms.
4. Acceptance: The Client confirms acceptance of the Scope Proposal in writing (email is sufficient).
5. Deposit: For Projects exceeding $2,000 CAD, the Client remits the 30% Deposit before work begins.
6. Commencement: Work begins on the agreed start date following receipt of the Deposit (where applicable) and written acceptance.

6. Deposit and Payment Terms

Deposit: A deposit of 30% of the total project fee is required for all Projects with a total value exceeding $2,000 CAD. The Deposit is due before work commences and secures the Client's place in the production schedule.

Balance: The remaining balance is due upon delivery of the final Deliverables, unless otherwise specified in the Scope Proposal.

Business clients (B2B): Payment terms of Net 30 (thirty calendar days from invoice date) apply to business clients with an established account. Invoices are issued upon delivery of Deliverables.

HST: All prices quoted include 13% Harmonized Sales Tax (HST), as applicable in Ontario. Seideldexa's HST registration number is 725891403RT0001.

Late payment: Invoices not paid within the agreed period may accrue interest at the rate of 1.5% per month on the outstanding balance. Seideldexa reserves the right to suspend work on ongoing Projects in the event of non-payment.

Accepted methods: We accept bank transfer (Interac e-Transfer, wire transfer) and cheque.

7. Cancellation Policy

Free cancellation: The Client may cancel any Project free of charge up to seven (7) Business Days before the agreed start date. Written notice of cancellation must be sent by email to [email protected].

Late cancellation: If the Client cancels fewer than seven (7) Business Days before the start date, the 30% Deposit is non-refundable. The Deposit covers planning, scheduling and resource allocation that has already occurred.

Cancellation by Seideldexa: If Seideldexa cancels a Project for reasons within its control, any Deposit paid will be refunded in full within fifteen (15) Business Days.

Projects without deposit: For Projects under $2,000 CAD (where no Deposit is required), free cancellation applies up to seven (7) Business Days before the start date. After that point, the Client is responsible for any costs reasonably incurred by Seideldexa in preparation for the Project.

8. Project Execution and Revisions

Production: Seideldexa will execute the Project in accordance with the timeline and specifications set out in the Scope Proposal. Regular progress updates will be provided to the Client at intervals agreed during the discovery call.

Revisions: Two (2) rounds of revisions are included in every Project. A "round of revisions" consists of a consolidated set of feedback provided by the Client within five (5) Business Days of receiving the draft. Additional rounds of revisions beyond the included two are available at an additional fee, to be quoted in advance.

Feedback deadlines: If the Client does not provide feedback within five (5) Business Days of receiving a draft, Seideldexa may treat the draft as approved. Delays in Client feedback may result in corresponding adjustments to the project timeline.

9. Deliverables

Upon completion of the Project and receipt of full payment, the Client receives:

• Final files in the format(s) specified in the Scope Proposal.
• Raw materials (recordings, research notes, source documents) where explicitly agreed in the Scope Proposal.
• Archive access for twenty-four (24) months from the delivery date, during which the Client may request copies of the Deliverables.

After the 24-month archive period, Seideldexa may delete stored copies of the Deliverables without further notice.

10. Intellectual Property

Transfer of rights: Upon receipt of 100% payment for a Project, all intellectual property rights in the Deliverables transfer to the Client. This includes copyright, reproduction rights and the right to publish, distribute, adapt or sublicense the work, subject to the Canadian Copyright Act (R.S.C., 1985, c. C-42).

Before full payment: Until full payment is received, all intellectual property rights in the Deliverables remain with Seideldexa Inc. The Client may not publish, distribute or otherwise use the Deliverables until payment is complete.

Portfolio rights: Unless otherwise agreed in writing, Seideldexa retains the right to reference the existence of the Project (but not its content) in its portfolio and marketing materials.

Third-party materials: If the Deliverables incorporate third-party materials (stock images, data sets, licensed content), the Client is responsible for complying with the applicable third-party licence terms, which will be identified in the delivery documentation.

11. Client Obligations

The Client agrees to:

• Provide accurate and complete information necessary for the execution of the Project.
• Respond to requests for feedback, approvals and materials within the timeframes specified in the Scope Proposal.
• Ensure that all materials provided to Seideldexa for use in the Project do not infringe the intellectual property rights of any third party.
• Not use the Deliverables for any unlawful purpose.

12. Limitation of Liability

To the maximum extent permitted by the laws of Ontario and Canada:

• Seideldexa's total liability arising from or related to any Project shall not exceed the total fees paid by the Client for that Project.
• Seideldexa shall not be liable for any indirect, incidental, consequential, special or punitive damages, including lost profits, lost data or business interruption, regardless of the cause of action.
• Seideldexa does not warrant that the content produced will achieve any particular result, publication placement or audience outcome.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct or any liability that cannot be excluded under applicable law, including the Consumer Protection Act, 2002 (Ontario).

13. Force Majeure

Neither party shall be liable for delays or failure to perform obligations under these Terms if such delay or failure is caused by events beyond the reasonable control of the affected party, including but not limited to: natural disasters, pandemics, government actions, strikes, power failures, internet outages or acts of terrorism. The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact. If a force majeure event continues for more than sixty (60) calendar days, either party may terminate the Project by written notice, and any Deposit paid will be refunded on a pro-rata basis reflecting work completed.

14. Confidentiality

Each party agrees to keep confidential any proprietary or sensitive information received from the other party in connection with a Project. This obligation survives the termination of the Project for a period of two (2) years. Confidential information does not include information that is publicly available, independently developed by the receiving party or required to be disclosed by law or court order.

15. Privacy and Data Protection

Seideldexa collects, uses and protects personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. For full details on our data practices, please see our Privacy Policy and Cookie Policy.

16. Dispute Resolution

In the event of a dispute arising from or related to these Terms or any Project:

1. Informal resolution: The parties shall first attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) calendar days from written notice of the dispute.
2. Mediation: If informal resolution fails, either party may propose mediation through a mutually agreed mediator in Toronto, Ontario.
3. Litigation: If mediation is not pursued or does not resolve the dispute, the matter shall be submitted to the exclusive jurisdiction of the Ontario Superior Court of Justice, Toronto.

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

17. Amendments

Seideldexa reserves the right to modify these Terms at any time. The "Last updated" date at the top of this page indicates the most recent revision. Changes take effect immediately upon publication on this website. For ongoing Projects, any changes to the Terms will not apply retroactively; the Terms in effect at the time of the Scope Proposal acceptance will govern that Project. We encourage you to review these Terms periodically.

18. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

19. Entire Agreement

These Terms, together with the Scope Proposal for each Project and any written amendments agreed by both parties, constitute the entire agreement between the Client and Seideldexa with respect to the subject matter hereof. They supersede all prior or contemporaneous communications, representations or agreements, whether oral or written.

20. Contact

For questions about these Terms of Service, please contact us:

Seideldexa Inc.
274 Spadina Avenue, Suite 301
Toronto, Ontario M5T 2C2
Canada

• Email: [email protected]
• Telephone: +1 (416) 962-7834

Business hours: Monday through Friday, 9:00 to 18:00 EST.