Terms of Service

1. Acceptance

By requesting a quote, placing an order, paying a deposit, or otherwise engaging the services of Flatoutserver, the Client acknowledges having read, understood, and agreed to be bound by these Terms of Service in their entirety.

These Terms of Service form the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior discussions, representations, or arrangements, whether oral or written. No waiver of any provision shall be effective unless made in writing and signed by an authorised representative of Flatoutserver.

Flatoutserver reserves the right to modify these Terms at any time. Updated terms take effect upon publication on this page. Continued use of Flatoutserver's services following publication of an update constitutes acceptance of the revised terms.

2. Definitions

For the purposes of these Terms of Service, the following definitions apply:

Flatoutserver

9357-2841 Ontario Inc. operating as Flatoutserver, 218 Bank Street, Suite 205, Ottawa, Ontario K1P 1C2, Canada.

Client

Any natural person or legal entity that requests, orders, or engages services from Flatoutserver.

Engagement

A specific mandate or project accepted by Flatoutserver pursuant to a written confirmation or signed quote.

Deliverable

Any content, report, article, recording, file, or other output produced by Flatoutserver in connection with an Engagement.

Parties

Collectively, Flatoutserver and the Client.

3. Services Offered

Flatoutserver provides the following professional journalism and media services:

1. Investigative Reporting - In-depth research, source development, and production of long-form investigative articles and reports.
2. Data Journalism - Collection, analysis, and visualisation of data sets to support evidence-based journalism and storytelling.
3. Multimedia Content - Production of audio, video, photography, and mixed-media content for editorial and corporate clients.
4. Analysis & Commentary - Expert analysis, op-eds, editorial commentary, and policy briefings on subjects within Flatoutserver's area of expertise.
5. Media Consulting - Strategic advice on editorial workflows, content strategy, media relations, and journalism ethics.

The scope of services for each Engagement is defined in the applicable quote or statement of work. Services not expressly listed in the applicable quote are not included.

4. Ordering and Confirmation

All Engagements must be confirmed in writing before work commences. An Engagement is deemed confirmed upon: (a) the Client's written acceptance of a quote issued by Flatoutserver; and (b) receipt by Flatoutserver of the required deposit as specified in Article 6.

Quotes issued by Flatoutserver are valid for thirty (30) calendar days from the date of issue. A quote not accepted within that period lapses automatically and Flatoutserver is not bound to honour the quoted price.

Any changes to the scope of a confirmed Engagement must be agreed upon in writing by both Parties prior to implementation. Scope changes may result in adjustments to the quoted price and timeline.

5. Pricing and HST

All prices quoted by Flatoutserver are expressed in Canadian dollars (CAD) and exclude the Harmonized Sales Tax (HST), unless expressly stated otherwise.

Flatoutserver is registered for HST purposes under the laws of Canada. The applicable HST rate in Ontario is currently 13% (federal component 5% + provincial component 8%). HST is charged on all taxable supplies made in Ontario or deemed to be made in Ontario.

All invoices issued by Flatoutserver will include the following registration information:

• Business Number (BN): 732918456 RC0001
• HST Registration Number: 732918456 RT0001

Clients that are HST-registered businesses may claim input tax credits on fees paid to Flatoutserver in accordance with applicable Canada Revenue Agency rules.

6. Payment Terms

Deposit: A non-refundable deposit of forty percent (40%) of the total quoted fee is due upon confirmation of an Engagement. Work will not commence prior to receipt of the deposit.

Balance: The remaining balance (60% of the total fee plus applicable HST) is due upon delivery of the final Deliverable. For business-to-business (B2B) Clients with an approved credit account, payment terms of net 30 days from the invoice date apply.

Late payment: Amounts outstanding beyond the due date bear interest at a rate equal to the Bank of Canada prime rate plus five percent (5%) per annum, calculated and compounded monthly from the due date until the date of actual payment.

Accepted payment methods: Electronic funds transfer (EFT), wire transfer, or such other methods as Flatoutserver may specify on the applicable invoice.

7. Cancellation and Postponement

Free cancellation window: An Engagement may be cancelled or postponed at no charge if written notice is received by Flatoutserver at least seventy-two (72) hours before the scheduled start of work.

Late cancellation: If a cancellation or postponement notice is received less than 72 hours before the scheduled start, the 40% deposit is forfeited in full and is retained by Flatoutserver as a cancellation fee.

No-shows: If the Client fails to appear or provide necessary access/materials on the scheduled date without prior notice, one hundred percent (100%) of the total quoted fee becomes due and payable.

Flatoutserver-initiated postponement: In the event of a postponement initiated by Flatoutserver, the Client will receive a full refund of any deposits paid, or a credit toward a rescheduled Engagement at the Client's option.

8. Revisions

Each Engagement includes three (3) rounds of revisions at no additional charge. A "round of revision" means a single consolidated set of change requests submitted by the Client in response to a draft Deliverable. Revision requests must be submitted within ten (10) business days of delivery of the draft; requests submitted after this period may be treated as a new engagement.

Additional revisions beyond the three included rounds are billed at a rate of $225 CAD per hour, excluding HST. Flatoutserver will provide an estimate of the time required before commencing additional revision work.

Revisions that materially change the scope, subject matter, or editorial direction of a Deliverable may be treated as a new Engagement at Flatoutserver's discretion, and a revised quote will be issued.

9. Deliverables and Formats

Final Deliverables will be provided in the format(s) agreed upon in the applicable quote. Standard delivery formats include:

• Video: MP4 (H.264 or H.265)
• Audio: MP3 (320 kbps) or WAV
• Documents: PDF and/or DOCX
• Photography: PNG or JPEG at agreed resolution
• Data: CSV, XLSX, or JSON as agreed

Deliverables are transmitted electronically via secure file transfer or such other method as agreed by the Parties. Physical media or special delivery formats may be available upon request and may be subject to additional fees.

Flatoutserver retains the right to publish or otherwise use Deliverables in Flatoutserver's editorial portfolio, unless the Parties expressly agree to a confidentiality or embargo arrangement in writing.

10. Intellectual Property

Transfer of rights: Upon receipt of payment in full for a given Engagement, Flatoutserver assigns to the Client all economic rights in the Deliverables produced for that Engagement, including rights of reproduction, distribution, and communication to the public, for all media and territories, for the duration of the applicable copyright term.

Moral rights: The journalist(s) responsible for producing Deliverables retain their moral rights as authors, as provided under the Copyright Act (Canada). The Client agrees not to use Deliverables in a manner that distorts, mutilates, or otherwise modifies them in a way that would be prejudicial to the author's honour or reputation. Attribution is requested in the form "Flatoutserver / [author name]" where practical.

Prior to full payment: Until full payment is received, Flatoutserver retains all intellectual property rights in any Deliverables provided. The Client is not permitted to publish, distribute, or otherwise exploit any Deliverable prior to full payment.

Pre-existing materials: Each Party retains ownership of any intellectual property it owned prior to the Engagement. No licence is granted with respect to pre-existing materials beyond what is strictly necessary for the completion of the Engagement.

11. Archiving

Flatoutserver retains working files and source materials for a period of twenty-four (24) months from the date of delivery of the final Deliverable. After this period, Flatoutserver may delete such files without notice and without liability.

The Client is solely responsible for maintaining its own copies of all Deliverables. Flatoutserver does not guarantee that archived files will be available for retrieval after delivery, and any retrieval request made after delivery is subject to the availability of archived files and may be subject to an administrative fee.

Accounting and billing records are retained for a minimum of seven (7) years in accordance with applicable tax legislation.

12. Source Confidentiality

Flatoutserver is committed to protecting the identity of confidential sources in accordance with Canadian journalistic ethics and applicable law, including the principles recognised under the Canada Evidence Act and common law journalist's privilege.

Flatoutserver may decline to reveal the identity of a confidential source to any third party, including to the Client, even where the Client has commissioned the Engagement. Clients must not request, require, or attempt to compel the identification of any confidential source as a condition of any Engagement.

Flatoutserver shall not be in breach of any contractual obligation solely by reason of declining to disclose the identity of a confidential source.

13. Limitation of Liability

To the fullest extent permitted by applicable law:

• Flatoutserver shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of business opportunity, arising out of or in connection with any Engagement, even if advised of the possibility of such damages.
• Flatoutserver's total aggregate liability to the Client for any and all claims arising out of or in connection with a given Engagement shall not exceed the total fees actually paid by the Client to Flatoutserver for that Engagement.

Nothing in these Terms of Service excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation.

14. Termination

Termination by either Party: Either Party may terminate an ongoing Engagement by providing thirty (30) days written notice to the other Party. In such cases, the Client will be invoiced for all work completed up to the effective date of termination, and the 40% deposit is non-refundable.

Termination for non-payment: Flatoutserver may immediately suspend or terminate an Engagement if the Client fails to make a payment when due and such failure is not remedied within five (5) business days of written notice. In such cases, all outstanding fees become immediately due and payable, and Flatoutserver retains all rights in any Deliverables until full payment is received.

Effect of termination: Upon termination, each Party shall promptly return or destroy the other Party's confidential information. Provisions that by their nature should survive termination (including, without limitation, Articles 10, 12, 13, and 15) shall so survive.

15. Governing Law

These Terms of Service are governed by and shall be construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without reference to any conflict-of-law rules that would result in the application of the laws of any other jurisdiction.

Any dispute arising out of or in connection with these Terms of Service, including any question regarding their existence, validity, or termination, shall be submitted to the exclusive jurisdiction of the Ontario Superior Court of Justice, sitting in the City of Ottawa, Ontario, Canada. Each Party irrevocably submits to the jurisdiction of that court for such purposes.

For enquiries regarding these Terms, contact Flatoutserver at hello@flatoutserver.com.