Article 1. Application of General Terms and Conditions

1.1. These General Terms and Conditions apply to all offers from and to all agreements with dnode, established at 1200 Aimco Blvd, Ontario with company registration number 13418723, hereinafter referred to as “dnode”.

1.2. These General Terms and Conditions apply to all business transactions between dnode and third parties. They take precedence over all other General Terms and Conditions of third parties such as partners, customers or suppliers. Unless otherwise and clearly defined, the third party waives his or her General Terms and Conditions, even if there are conflicting provisions stated on documents of the customer. By placing an order, the customer accepts the General Terms and Conditions of dnode.

1.3. It is only possible to deviate from these General Terms and Conditions by means of explicit clauses in agreements with third parties.

1.4. dnode reserves the right to amend these Terms and Conditions at any time and without notice.

1.5. In the event of conflicting provisions or interpretations, the English text of these General Terms and Conditions will prevail over all other texts.

Article 2. Offers and quotations – order confirmation

2.1 Unless otherwise specified, quotations from dnode are valid for one month from the date on which they are drawn up.

2.2. All prices mentioned are always exclusive of HST.

2.3. All offers and price quotations, in whatever form, are always without obligation, unless explicitly stated to the contrary. Offers or quotations do not automatically apply to future orders. In the case of compound prices, there is no obligation to deliver a part against a corresponding part of the price stated for the whole.

2.4. Offers and quotations from dnode take into account reasonable administrative and communication costs. However, costs such as international travel, accommodation, entry tickets, specialized equipment rental for video production or live-streaming, or other such related costs are never included unless explicitly stated.

2.5. Execution deadlines mentioned in our offers are indicated by way of information and are not binding. For live-streaming services, specific event dates and times will be agreed upon separately and in writing.

2.6. dnode reserves the right to refuse to give a quotation for a project, whether it be for website development, video production, live-streaming, or any other service.

2.7. In view of the creative nature of the services and products supplied, the services and performances that dnode offers and carries out are an obligation of means, not an obligation of results.

2.8. All quotations issued by dnode are without obligation until the moment the customer accepts them.

The agreement is concluded when the customer returns the quotation unchanged within 30 days signed for approval by post or e-mail to dnode, or gives its agreement by return e-mail to the quotation sent as an attachment to the e-mail. Each order or order confirmation by the customer commits the customer to the agreement. The agreement replaces all previously concluded verbal and/or written agreements. Execution of the order starts from receipt of the advance payment for new customers.

2.9. All changes in scope/functionalities during and/or after the project will be carried out on a time and expense basis at the then current[1] hourly rate, unless otherwise agreed. For video production and live-streaming services, this includes changes to shooting schedules, locations, or streaming specifications requested after the initial agreement.

2.10. For video production and live-streaming services, any changes to the agreed-upon project scope, such as additional filming days, extended streaming hours, or changes in equipment requirements, may result in adjustments to the quotation and will be communicated to the customer for approval before proceeding.

Article 3. Order and work in progress

3.1. An order is final only upon receipt of a written confirmation (such as a “Purchase Order” or “PO”)[2] containing the customer’s order number and the reference of our quotation.

3.2. dnode reserves the right in all circumstances to refuse an order on the basis of legal, ethical or moral values and without further justification, even if dnode had previously submitted a quotation for it.

3.3. If the customer wishes to make a change to the order after the order has been placed, this will be considered as a Change Request. A Change Request will always result in an additional cost and a change in the delivery time. The Change Request will be considered as a separate order.

3.4. If the customer cancels the order for whatever reason, it is legally and without formal notice liable to pay dnode compensation amounting to 25% of the order, plus all project costs already incurred (“time and materials”) with a minimum of 700 dollars. Such cancellation can only be made by e-mail or registered letter.

3.5. dnode reserves the right to cancel an order in progress on its own initiative at any time and without further compensation.

3.6. At the start of the project, the project planning is submitted to the customer for approval. This includes the planning and all practical arrangements for the execution of the project, such as the responsibilities and tasks for both the customer and dnode. If the project planning is not accepted, dnode reserves the right to suspend the start or delivery of the project.

3.7. dnode can ask the customer to make certain choices or decisions during the execution of a project. If the customer makes these late or fails to make them, dnode can make them for the customer. They are then deemed to have been accepted by the customer. dnode will not be held responsible or liable for damages to the customer in this regard.

3.8. Unless otherwise stated, a dnode project includes one review per milestone by the customer after completion of the previous milestone. If, after approval, the customer wants changes or corrections, such as changes to a text, that could have been noticed during the review, dnode can invoice these changes or corrections as extra costs (“time and materials”).

3.9. dnode schedules people and resources in accordance with the approved project planning. If the customer does not provide its input or feedback at the agreed time, dnode reserves the right to continue the project according to this schedule or to make unilateral adjustments to the schedule. All corrections, adjustments or costs resulting from late input or feedback from the customer can be charged to the customer as an extra cost (“time and materials”), with a minimum of 500 dollars.

3.10. dnode, its staff and its self-employed workers and any subcontractors undertake not to disclose or use any information relating to the customer of which they may become aware in the course of the performance of their duties without the express consent of the customer. dnode takes all reasonable precautions to protect the interests of the customer. Without dnode’s consent, the customer will not disclose to third parties dnode’s approach, working method or quotation, or make its reporting available.

3.11. If the execution of a project is halted for a period of at least one month and for reasons beyond dnode’s control, dnode reserves the right to issue an additional interim invoice to the customer, in proportion to the services already provided and the costs incurred.

3.12. If the execution of a project is halted for a period of at least three months and for reasons beyond dnode’s control, dnode reserves the right to unilaterally cancel the order. In this case, the customer is not entitled to any compensation. If the delay is due to an action or to inactivity on the part of the customer, the customer will also owe dnode, legally and without formal notice, compensation amounting to 10% of the order, plus all project costs already incurred (“time and materials”) and with a minimum of 950 dollars.

3.13. For video production and live-streaming services, dnode reserves the right to cancel or reschedule outdoor shoots due to inclement weather conditions. If the customer cancels a scheduled shoot with less than 48 hours notice, they will be liable for 50% of the agreed-upon fee for that day's work.

3.14. For live-streaming services, the customer is responsible for providing a stable internet connection at the event location, unless otherwise specified in the service level agreement. dnode is not liable for any service interruptions or quality issues resulting from insufficient internet connectivity provided by the customer.

3.15. dnode is not responsible for service outages or disruptions caused by third-party platforms used for video hosting or streaming (e.g., YouTube, Vimeo, Twitch). The customer acknowledges that these platforms operate independently and may experience technical issues beyond dnode's control.

Important: Photos and Videos often require outdoor shots. There must also be a provision somewhere that in case of bad weather[3] , a shoot can be cancelled by both dnode and the customer. In case of late cancellation by the customer, the additional work must be paid for at the hourly rate.

Article 4. Delivery

4.1 If the customer has not explicitly accepted the delivery within fourteen calendar days after delivery, it will be considered as definitively accepted. Any changes or corrections requested by the customer after the expiry of this period will be treated as a Change Request, which can be executed at hourly rate.

4.2 All complaints concerning delivery must be notified in writing to dnode within fourteen calendar days of delivery. Failing this, the delivery will automatically be considered as accepted by the customer and any complaint will be automatically rejected.

4.3 If the creation includes an internet application, dnode guarantees that it will function on recent versions of the following browsers: (a) Google Chrome, (b) Apple Safari, (c) Microsoft Edge, (d) Mozilla Firefox. Other versions or other browsers may work as well, but are not supported by dnode as standard.

4.4 By placing an order, the customer acknowledges that it has been adequately informed by dnode of the possibilities of the services or products provided. The conditions of use of dnode’s creations will be respected by the customer. The customer is solely responsible for the proper use of the product, service or software, taking into account the specifications, documentation and instructions of dnode.

4.5. All physical deliveries and all transport of material during the execution of a project take place at the risk and expense of the customer.

4.6. For video production services, dnode will deliver the final product in the format specified in the project agreement. Any requests for additional formats or revisions after the agreed-upon delivery may incur additional charges.

4.7. For live-streaming services, dnode will make reasonable efforts to ensure the quality and continuity of the stream. However, dnode cannot guarantee uninterrupted service due to factors beyond its control, including but not limited to internet service provider issues, third-party platform outages, or force majeure events.

Article 5. Payment terms

5.1 Unless otherwise stated, all our invoices are payable thirty days after the invoice date.

5.2 Any complaints regarding delivery or performance cannot be used as a pretext for suspending or delaying the payment of our invoices. The unreserved payment of part of the invoiced amount is considered to be acceptance of that invoice.

5.3 Any late payment or non-payment will be regarded as a contractual breach in accordance with Section 51 of the Ontario Sale of Goods Act. Non-payment or late payment of our invoices entitles dnode legally and without formal notice to compensation of 8% of the invoice amount with a minimum of 75 dollars. In addition, interest on arrears of 1% per month will be charged. Each month started will be considered as a whole month. Compensation and interest are due, regardless of any legal interest and costs.

5.4 Partial payments will be accepted by dnode subject to all reservations and without any prejudicial acknowledgement. They will be allocated first to any legal costs incurred, then to any interest due, then to the flat-rate compensation and finally to the principal sum.

5.5 In the event of non-payment or late payment of our invoices, dnode reserves the right to suspend or cancel any further work or deliveries to the customer. Any delay in payment by the customer makes all sums owed immediately due and payable. In that case, the customer may not use the creations made by dnode. dnode will not owe the customer any compensation or reimbursement in this regard.

5.6 For projects that, for whatever reason, are delivered more than six months after the date of order, dnode reserves the right, without prior notice, to adjust the price of the offer in line with changes in exchange rates or inflation. For an exchange rate adjustment, account will be taken, on the one hand, of the value of the currency in which the tender was drawn up and, on the other, of the CAD. For an index adjustment, the Canadian consumer price index will be taken into account.

5.7 Unless otherwise agreed, the total price of a project will be invoiced: (a) 50% at the start of the assignment, (b) 30% upon delivery of the first delivery for review, and (c) 20% upon final delivery. dnode is entitled to invoice each partial delivery separately.

5.8. Delivery of the work carried out can only take place after payment of the agreed advance and/or interim invoices. Any transfer of the source code and intellectual property rights associated with the visual design of the website, virtual tour or web application can only take place after the customer has paid the full sum of the contract.

5.9. Projects put on hold by the customer do not give rise to suspension of payment.

5.10. dnode is entitled to terminate the agreement with immediate effect and/or to block access to the services (e.g. 360 video, 360 photo, VR application, AR application, virtual tour, video , website, mobile application, etc.) in whole or in part and temporarily or permanently if the customer fails to fulfil one or more of his obligations under this agreement in whole or in part (such as non-payment of the invoice) without the customer being able to claim reimbursement of prepaid fees or any compensation.

Article 6. Purchase of hardware and software

6.1 The purchase of computer hardware, computer software, licences, subscriptions, fonts, graphic material, etc. is always undertaken in consultation with the customer and is charged to the customer. This can be a one-off or recurring cost.

Article 7. Liability – General

7.1. dnode undertakes to provide all services with the utmost care. All of dnode’s performances are obligations of means. dnode is not liable for errors in execution due to insufficient or incorrect input by the customer. After the development of a website, virtual tour or web application and all related services, we provide a transparent transfer and installation. We also provide a warranty period of six weeks after test delivery, for the processing of technical bugs. The test delivery is considered as provisional acceptance by the customer. Without written notice to the contrary, this provisional acceptance will become final after six weeks.

7.2. dnode cannot be held liable for any error (even gross error) on the part of its employees, except in the case of fraud. Whatever the cause, form or object of the claim invoking liability, dnode will under no circumstances be liable for any consequential damages such as, for example, loss of expected profits, decrease in turnover, increased operating costs, loss of customers, which the customer or third parties would suffer as a result of any fault or negligence on the part of dnode or an employee.

7.3. dnode’s liability in respect of services provided to the customer is in any event limited to either reimbursement of the price paid by the customer or the re-performance of the services, at dnode’s option. dnode’s total liability will never exceed the price paid by the customer to dnode for the services giving rise to the claim.

7.4. With regard to services provided by third-party suppliers, dnode does not accept any liability over and above or beyond the liability that third-party suppliers are prepared to accept for their products or services.

7.5. dnode cannot be held responsible for the use of photographs or fonts supplied or approved by the customer.

7.6. For video production and live-streaming services, dnode's liability is limited to the fee paid for the specific service in question. dnode is not liable for any consequential damages, including but not limited to loss of business, revenue, or reputation resulting from technical issues, delays, or quality concerns in video or streaming services.

Article 8. Liability for software

8.1. Without prejudice to Article 7, the following applies to software: the flawless operation of a computer configuration (all of the hardware and software) can never be fully guaranteed, both due to external factors (power failure or malfunction, lightning strike, etc.) and due to factors specific to the computer configuration (defects, network failures, undiscovered errors in system and application software, etc.), so that, among other things, unexpected loss of (even all) programs and/or data can occur. The customer undertakes to put in place appropriate mechanisms for the security, storage and repair of data.

8.2. For video production and live-streaming services, if the customer chooses to provide their own equipment, they are responsible for ensuring its compatibility with dnode's systems and its proper functioning. dnode reserves the right to use its own equipment if the customer-provided equipment does not meet the minimum technical requirements specified in the project agreement.

Article 9. Intellectual property rights

9.1. “Intellectual property rights” means: all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyrights, attendant rights, trademarks, trade names, logos, designs, models or applications for registration as a design or model, patents, applications for patents, domain names, know-how as well as rights to databases, computer programs and semiconductors.

9.2. dnode retains all intellectual rights to the creations it makes for the customer. The customer only acquires a right of use on the creations. The customer cannot claim any compensation whatsoever for not obtaining the intellectual property rights to the creations; unless otherwise agreed (Article 9.4)

9.3. If the customer itself provides graphic or typological material for the creations made by dnode for it, dnode will not obtain the intellectual property rights to that material. The customer warrants that the material in question is (a) free of rights, or (b) that it is the rightful owner of it, or (c) that it may lawfully use it.

The customer will indemnify dnode against all liability towards third parties with regard to the material supplied, including any damage that may result from this. Under no circumstances can dnode be held responsible for the abuse of intellectual property rights in respect of the material in question.

9.4. Any transfer of intellectual property rights will take place in mutual agreement with the client, and be the subject of a tailor-made agreement.

9.5. The customer will respect dnode’s intellectual property rights at all times and will make reasonable efforts to protect those rights. The customer will inform dnode immediately of any infringement by third parties of dnode’s intellectual property rights of which it becomes aware.

9.6. For video productions, the customer warrants that any content they provide (including but not limited to music, images, logos, and video clips) is either original, properly licensed, or copyright-free. The customer shall indemnify dnode against any claims arising from the use of copyrighted material provided by the customer.

9.7. For live-streaming services, the customer acknowledges that the use of copyrighted material (especially music) may result in the suspension or termination of the stream by the hosting platform. dnode is not liable for any such suspensions or terminations resulting from the customer's use of copyrighted material.

Article 10. Hosting services

10.1. For hosting, dnode works together with a specialised hosting partner. A description of the hosting services and the liability of this partner is included in the service level agreement (SLA) of this hosting partner. This SLA can be modified or changed by the hosting partner. At the customer’s request, dnode will provide the customer with a copy of the current version of the SLA.

10.2. The hosting services are provided by dnode to the customer on a calendar year basis, subject to payment by the customer of the fee due. The current price list can be requested on the dnode website and is updated annually. If the customer wishes to terminate the service, it must do so by sending its notice to dnode by registered letter by 1 December at the latest. In case of late termination, the customer will owe the fee for the next calendar year.

Article 11. Domain names

11.1. If the customer orders a domain name through dnode, then the rights associated with this domain name belong exclusively to the customer. dnode manages the domain name as an agent to the extent that the customer pays the annual fee due to dnode for this purpose. This management agreement is of indefinite duration and can be terminated by registered letter at the latest one month before the anniversary of the domain name registration.

Article 12. Maintenance contract

12.1. After the contractual warranty period of six weeks, we continue to work under a maintenance contract/service contract. Such a maintenance contract allows us to reserve a fixed number of hours in the planning in order to provide modifications and support at a fixed cost. The contract is valid for one year, unless otherwise agreed.

Article 13. Termination of the agreement

13.1. If the customer is guilty of a serious breach of contract that the customer does not remedy within eight days of receipt of formal notice sent by registered mail, dnode has the right to either (i) suspend the contract until the customer has fulfilled its obligations, or (ii) terminate the contract with immediate effect. The non-payment of one or more invoices on their due date will always be considered as a serious breach of contract.

13.2. Upon termination of the agreement, the customer will pay for all services provided by dnode, as well as the costs incurred by dnode as a result of such termination, plus a flat-rate compensation of 30% of the amount that dnode could still have invoiced to the customer if the contract had been performed in full. In any event, any advance paid will remain acquired by dnode. Moreover, dnode retains the right to claim higher damages if it determines that its actual loss exceeds the flat-rate loss as determined above.

Article 14. Confidentiality clause

14.1. Each of the parties undertakes not to disseminate or communicate, not to have disseminated or communicated, not to use directly or indirectly the confidential data, intelligence, information applications, methods and know-how as well as any kind of document of which it became aware during the execution of the contract, unless the other party has given its prior written consent. The obligation of confidentiality provided for in this Article applies for as long as the information in question is of a confidential nature, including after termination of the contract.

Article 15. Processing of personal data

15.1. Insofar as the customer processes personal data on the dnode server, dnode has the capacity of processor. The customer is responsible for the processing of personal data within the meaning of the Law of 8 December 1992 on the protection of privacy with regard to the processing of personal data. The customer declares that it complies fully with the obligations incumbent on the data controller as set out in this Law.

15.2. Within the framework of the services for the customer, dnode processes personal data of the contact persons specified by the customer. The contact details of these persons are processed for the purposes of “customer management”, i.e. to contact the customer with regard to the services. The contact persons have a right of access and correction with regard to their data.

15.3. For video production and live-streaming services, the customer is responsible for obtaining necessary consents from individuals appearing in videos or streams. dnode will process any personal data collected during these services in accordance with applicable Canadian privacy laws.

Article 16. Reference

16.1. The customer agrees that the work carried out by dnode for the customer will be included in dnode’s reference portfolio.

If dnode or the customer sends out press releases about a project they have created together, they will first send this release to each other for review, before sending it to the press. Press releases should always contain the customer’s name and dnode’s name.

dnode and the customer will also do this in consultation with each other when submitting a project for an award.

Article 17. Force majeure

17.1. Force majeure situations such as strikes, public unrest, administrative measures and other unforeseen events beyond dnode’s control relieve dnode, for the duration and scope of the nuisance, of its commitments, without any right to price reductions or damages for the customer.

Article 18. Nullity

18.1. If any provision of these General Terms and Conditions is null and void, the remaining provisions will remain in full force and dnode and the customer will replace the null and void provision with another provision that comes as close as possible to the purpose and intent of the null and void provision.

Article 19. Cancellation and Rescheduling Policy

19.1. For video production services, cancellations made more than 14 days prior to the scheduled shoot date will receive a full refund of any deposits paid. Cancellations made between 14 and 7 days prior to the shoot date will be subject to a 50% cancellation fee. Cancellations made less than 7 days prior to the shoot date will be subject to the full project fee.

19.2. For live-streaming services, cancellations made more than 7 days prior to the event date will receive a full refund of any deposits paid. Cancellations made between 7 and 3 days prior to the event date will be subject to a 50% cancellation fee. Cancellations made less than 3 days prior to the event date will be subject to the full service fee.

19.3. Rescheduling requests are subject to dnode's availability. The first rescheduling request made more than 7 days before the original date will be accommodated at no additional charge. Subsequent rescheduling requests or requests made within 7 days of the original date may incur additional fees.

Article 20. Technical Requirements and Equipment

20.1. dnode will provide a list of minimum technical requirements for each project. If the customer chooses to use their own equipment, it must meet or exceed these requirements. dnode reserves the right to refuse the use of customer-provided equipment if it does not meet the specified standards.

20.2. If customer-provided equipment fails during a shoot or live-stream, dnode may, at its discretion, use its own equipment to complete the project. Any additional costs incurred will be charged to the customer.

20.3. dnode is not responsible for any delays or quality issues resulting from the failure or inadequacy of customer-provided equipment or technical infrastructure.

Article 21. Content Restrictions

21.1. The customer agrees not to provide or request the production or streaming of any content that is illegal, defamatory, obscene, or violates the rights of any third party.

21.2. dnode reserves the right to refuse or cease work on any project that it deems, in its sole discretion, to violate these content restrictions or to pose unacceptable legal or repetitional risks.

Article 22. Amendments to Terms and Conditions

22.1. dnode reserves the right to amend these terms and conditions at any time. Any changes will be communicated to the customer and will apply to all new projects initiated after the date of amendment.

22.2. For ongoing services, any material changes to these terms will be communicated to the customer at least 30 days before taking effect. The customer's continued use of dnode's services after this period will constitute acceptance of the new terms.

Article 23. Applicable law – competent court

23.1. Agreements between dnode and its customers are governed by Canadian law. In the event of a dispute regarding the conclusion, validity, execution and/or termination of this agreement, the courts of Ontario (Canada) will have exclusive jurisdiction.