Client Services Agreement
This Client Services Agreement dated January 1, 2016 between 21stops, 8-1445 West 10th Ave, Vancouver, BC Canada V6H 1J8 (‘We’ or ‘Us’) and our Client (‘You’).
1. The parties agree as follows:
1.1. We will provide You with the services (‘Services’) and work (‘Work’) described in the Estimate You were sent for approval.
1.2. You give Us permission to use, reproduce and incorporate into the Work any materials, information, data, images, art work, video, designs, logo, text, sound recording, trademarks or other content which You give Us to perform the Services.
2. Payment Terms
2.1. Our estimates are based on total project hours. We carefully track our time and will invoice You monthly for the hours devoted to your work. Should project hours, at any point, be in danger of exceeding the estimated price, We will, as specified under section 2.4, notify You and prepare a Change Order for authorization to proceed with the work.
2.2. Project disbursements such as couriers, colour lasers, printing and travel will be billed at cost plus 15% to cover our administration costs.
2.3 Unless specifically indicated, the estimate does not include:
- Custom or stock photography;
- Custom or stock illustrations;
- Copywriting or editing;
- Image retouching or manipulation;
- High-resolution proofs for printing;
- Font purchases or font subscriptions for print and web;
- Web hosting.
If You request any of these services, We will prepare a separate estimate for approval.
2.4. We will not exceed the project estimate unless:
2.4.1. You request changes to your supplied and or previously approved content;
2.4.2. You request more than the agreed upon rounds of revisions;
2.4.3. You request changes to the project scope;
2.4.4. You are unable to meet the agreed upon project schedule and deliverables timeline;
2.4.5. You place the project on hold for one week or longer.
Should any of the above occur, We will give You a Change Order and request authorization in writing before proceeding with the work.
2.5. For on-going projects, We will invoice You monthly for the time spent on your project, and You agree to pay the invoice within fifteen (15) days of receipt.
2.6. If an invoice is past due by more than 25 days we will send a request for payment and all work will stop unless payment is received within 5 business days.
3.1. Except as stated under sections 3.2 and 4.2, We will assign our title and copyright to the Work to You on receipt of final payment of any amounts owing under section 2 and 6.2.
3.2. ’Third Party Material’ refers to the material and any other content which we agree from time to time to include in the Work but whose rights are owned by others. We cannot assign any rights to Third Party Material to You, but will negotiate licences if requested.
4. Confidentiality and Publication
4.1. We will not disclose or use any of your confidential information except to perform the Services and create the Work unless authorized by You and on termination will return any copies of confidential information or other of your materials in our possession.
4.2. The content, nature and timing of any media releases, public announcements or disclosures about the Services or the Work will be at your sole discretion, provided, however, that once the Work is completed and launched or disclosed to the public, We have the right to display our contribution for marketing or promotional purposes as part of our portfolio of creative work.
5. Limitation of Liability
5.1. Neither party shall be liable to the other for any loss of profit, anticipated profit, revenue, savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
5.2. You agree to fully test any application or programming for any website which we develop before launch. If You discover any ‘bugs’ or errors or other issues after launch, We will try to correct them to meet any standards and specifications outlined in our Estimate. After 30 days from launch, You will be solely responsible for the website unless we have entered into a separate maintenance agreement.
5.3. You agree to fully proof any publication or artwork which We develop before reproduction or fabrication and provide approval for reproduction. We are not responsible for errors or omissions in any work produced by Us that You have approved.
6.1. Either party may terminate this Agreement by written notice to the other if the other is in breach of any material obligation and the breach is not remedied within 14 days of receiving notice specifying the breach.
6.2. Upon termination, You will pay Us for all work completed to the date of termination.
7.1. This is the entire agreement between us relating to the Services and the Work and supersedes any and all prior agreements or understandings, written or oral, and no modification or amendment will be effective unless it is in writing signed by both of us.
7.2. This Agreement shall be governed and interpreted in accordance with the laws of the province of British Columbia and any applicable federal laws of Canada and the parties irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia for any disputes arising from this Agreement.
7.3. This Agreement shall be binding on and shall inure to the benefit of the parties and their respective heirs, executors, administrators, successors and permitted assigns.
7.4. If any provision of this Agreement or any part thereof is found to be invalid, the remainder shall be binding on the parties and shall be construed as if the invalid provision or part were deleted.
7.5 This Agreement may be executed in counterpart or by fax or other electronic means and such agreement so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument.
By accepting the Estimate provided by 21stops, You acknowledge and accept the conditions set out in this Client Services Agreement.