Terms of Agreement

Please provide project approval for the proposal by signing and returning this contract.

Protection of Confidential Information:
The Client understands and acknowledges that the Confidential Information has been developed or obtained by the Provider as a result of the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Provider which therefore provides the Provider a significant business or competitive advantage. Therefore, the Client agrees to hold in confidence and to not disclose the Confidential Information, personal and/or proprietary data, to any person or entity without the prior written consent of the Provider. The Provider agrees to hold in confidence and to not disclose the Confidential information, personal and/or proprietary data, to any person or entity without prior written consent of the Client.

Third Party Use:
If any particular aspect of the services that are being performed are to be utilized by an end user of the Client, or if any part of the services are impacted by the actions of any third party, whether or not at Client’s direction, then the Client will hold the Provider harmless for any and all liability, loss, or damages that may arise.

Payment Terms:
• In general, the Provider shall invoice for work performed on a monthly basis on the first of the month unless an alternative payment schedule is determined by both parties.
• Regardless of such payment schedules, the Provider reserves the right to issue progress invoices at any time to reflect work performed to that date. Progress invoices may be based on time worked or achievement of project milestones.
• Payments will be made payable to The Provider through e-transfer or cheque.
• All payments received by the Provider are non-refundable.
• Payment constitutes acceptance of terms.
• Standard hourly rate for additional services is $100/hour.
• The Client understands that payment made for services will serve as acceptance of the terms and conditions presented in this document and will serve as an agreement between the parties.
• All invoices are payable within NET fifteen (15) days of receipt. Invoices shall list any expenses and additional costs as separate items.

Late Payment:
• A monthly service fee of 2% penalty every 30 days.
• Payments will be credited to late payments first, then to unpaid balances.
• The Client shall pay all collection or legal fees caused by late payments.
• The Provider may withhold delivery of any current work if accounts are not current or overdue invoices are not paid in full.
• All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.

Intellectual Property:
The Client agrees to indemnify the Provider for all claims, threats, damages, costs and expenses, including attorney fees, incurred by Provider as a result of any infringement(s) from use of Client Content.
All Content and Copyrights proved by the Provider shall remain the property of the Provider. Any information, personal and/or proprietary data or content provided by the Client and used by the Provider will remain under the ownership of the Client.
Provider grants permission to use such Work Product and conveys ownership, right, and title to such Work Product for use by the Client. The Client agrees to allow The Provider to keep copies of any files, images, designs or content for backup purposes and for any future work solely related to the Client.

Disbursements:
The Provider is authorized to make purchases on behalf of the Client as they relate to completion of projects upon Client approval. Disbursements for such purchases will be detailed on monthly billing invoices. This may include but are not limited to printing, stock photography, hosting services, custom photography, media (advertising) purchases, code libraries, necessary website tools and functionality etc.

Promotion:
The Provider retains the right to reproduce, publish and display the Deliverables in The Provider’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

Credits:
The Client agrees to allow the Provider to place a credit and link in the footer to The Provider’s website if The Provider is the producer in full or in part of the website.

Approvals:
The Client agrees to review and provide feedback within 5 business days of any request for review or additional information. A non-response will result in a pause of work until such review and additional information is provided. While we will endeavor to avoid errors and bring to the Client’s attention any errors that we notice, the Client is responsible for approval of proofs, proofreading and errors.

Responsibilities of the Client.
During the term of this Agreement:
(a) The Client will meet its own equipment, technological, and staffing needs as required to competently provide the Services, all at the Client’s own expense unless otherwise specifically agreed by the Provider;
(b) The Client will provide, in a timely fashion, all necessary login details, images, logos, written content and/or any other requested information as required to complete the work;
(c) The Client will review any work within two business days of a review request by the Provider. A non-response will result in a pause of work until such review and additional information is provided.
The Client will comply with all applicable legislation.

Responsibilities of the Provider.
During the term of this Agreement:
(a) The Provider will provide the Services to the Client to the best of the Provider’s abilities, acting always with due diligence, good faith and the utmost honesty and highest ethical standards towards the Client, its affiliates, customers, suppliers and partners;
(b) The Provider will refrain from acts or omissions that constitute a conflict of interest or taking of a corporate opportunity of the Provider;
(c) The Provider will meet its own equipment, technological, and staffing needs as required to competently provide the Services, all at the Provider’s own expense unless otherwise specifically agreed by the Provider;
The Provider will comply with all applicable legislation.

Liabilities and Warranty:
EXCEPT AS OTHERWISE STATED IN THIS SECTION, THE SERVICES AND/OR PRODUCTS PROVIDED ARE ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS ANY LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES. PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS COMPLETE OR FREE FROM ERROR, THAT CLIENT WILL ACHIEVE ANY PARTICULAR RANKING, POSITION, INCREASE IN PAGE VIEWS, VISITORS, OR REVENUE, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS, LOSS OF RANKINGS, OR OMISSIONS IN THE SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, TECHNICAL MALFUNCTIONS, ALGORITHM CHANGES, OR OTHER CAUSE.

PROVIDER SHALL HAVE NO LIABILITY IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS, LOSS OF PROFIT, REVENUE, RANKING OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF IT IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT UNDERSTANDS THE UNIQUE NATURE OF THE SERVICES OFFERED, AND THAT THIS PROVISION IS A BASIS FOR THE BARGAIN UNDER WHICH THIS CONTACT IS FORMED. PROVIDER WILL NOT BE LIABLE FOR ANY HARM OR LOSS ASSOCIATED WITH ANY DELISTING OR REDUCTION IN RANKING UNLESS DUE TO GROSS NEGLIGENCE ON ITS PART.

The Client agrees to indemnify, defend, and hold harmless the Provider from any and all third party claims, losses, liabilities, costs, and expenses arising out of or related to the use of the services, or attributable to Client’s breach of this Agreement.

Warranty Period:
The Provider agrees to warranty the site for up to ninety (90) days after launch of errors made by The Provider or omissions from the agreed upon scope of work. The Provider does not warranty the website from any changes after completion and launch. This may include but is not limited to: software updates, third party intervention (hacking), client changes to the site, data corruption, hosting issues, etc. Requests for additional support will be billed on a time and materials basis at The Provider’s standard hourly rate.

Uncontrollable Events:
No party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of such party (but do not include financial insolvency or inability to pay). Uncontrollable Events in this contract not only include those which are normally contemplated, but also include any changes by third parties, such as search engine guidelines and changes to websites, that may influence the outcomes and strategies of this contract, of which neither party has control over or specific knowledge of the third parties actions. The time for performance of any act delayed by such causes shall be postponed for a period equal to the delay or by the magnitude of such act; provided, however, that the party so affected shall give prompt notice to the other party of such delay. The party affected, however, shall use its best efforts to avoid or remove such causes of nonperformance and to complete performance of the act delayed, whenever such causes are removed.

Governing Law and Forum; Attorney’s Fees:
The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the Province of British Columbia. The parties hereby submit to the jurisdiction of, and waive any venue objections against, a court of competent jurisdiction in British Columbia. The prevailing party shall be awarded its reasonable attorney’s fees and costs in any lawsuit or dispute arising out of or related to this Agreement.

Cancellations:
The Client realizes the services that are being performed are unique, and that the Provider will be making certain commitments of its time and resources in order to perform the services. As such, once it has begun working on the project there will be no refunds given. In addition, any nonpayment by the Client will be considered a breach of this Agreement and will allow the Provider to accelerate any amounts due and owing and demand such amounts due and owing within thirty (30) days of making such demand. Client understands nonpayment may lead to a negative impact on its credit, and Client will also be responsible for all attorneys’ fees and costs in collecting the amounts. The Provider may cancel this agreement with thirty (30) days of written notice. The Client may also cancel this agreement with thirty (30) days of written notice.

Termination Fees:
In the event of termination, Client shall pay The Provider for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.

Dispute Resolution
• Parties agree to attempt to resolve any dispute by negotiation between the parties.
• In all other circumstances, the parties specifically consent to the local, provincial and federal courts located in the province of British Columbia. The parties waive any jurisdictional or venue defences available to them and further consent to service of process by mail.
• The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.

Waiver; Modifications:
No waiver by either party of any breach by the other party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing. No modifications of this Agreement shall be effective unless in writing and signed by both parties. The type of Services offered or their scope may be enlarged however any amendments must be in writing, and explicitly acknowledged as an amendment to the scope of work, with such acknowledgment done via signature. In the absence of a clear definition in this contract, a common sense, commercial interpretation will be deemed as a suitable representation. This agreement may be modified by mutual consent.