1. Services Agreement
1.1. The Agreement signed by the Client sets out certain terms that are specific to the Client’s matter. In addition to the terms set out in the Agreement, these Standard Terms of Service (the “Standard Terms”) apply to all clients and are incorporated into the Agreement signed by the Client. Any reference to the “Agreement” will be considered to include the terms set out in these Standard Terms.
2. Fees and Billing
2.1. All Services will be provided by the Company on an hourly basis and billed in 15-minute increments. The Company will provide time reports to the Client on a monthly basis.
2.2. For all sums due under the Agreement, the Company will invoice the Client electronically to the e-mail address provided by the Client on the first page of the Agreement.
2.3. All invoices are payable within 7 days of the billing date. A late fee of 24% per annum is payable on all overdue balances. The Client will be responsible for all collection or legal fees necessitated by lateness or default in payment. In addition to any and all other rights set out in the Agreement, the Company reserves the right to cease services and withhold delivery of any and all work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use any intellectual property rights under the Agreement are conditional upon receipt of all invoices being paid in full.
2.4. All Service Fees and other amounts due under the Agreement are exclusive of GST, PST, and any other applicable taxes or duties, which must be paid by the Client at the rate and in the manner prescribed by applicable laws.
2.5. The Company may change its service packages or increase its fees by providing at least 30 days’ written notice of such change or increase to the Client.
2.6. The Client may request to change its service package by providing at least 14 days’ written notice to the Company. Any such requested change will only be effective if and when the change is approved by the Company.
3. Payment and Acts Upon Termination
3.1. Upon termination of the Agreement, the Company will be entitled to all Service Fees and Expenses accrued up to and including the date of termination, which will include additional time required to be spent by the Company in order to provide to the Client any work completed to that point.
3.2. For greater certainty, the Client acknowledges that any payments made by the Client up to and including the date of termination will be non-refundable.
3.3. Upon expiration or termination of the Agreement:
(a) each party must return or, at the disclosing party’s request, destroy the Confidential Information of the other party; and
(b) other than as provided in the Agreement.
4. Client Responsibilities
4.1. The Client acknowledges that it will be responsible for responding to requests for information by the Company in a reasonable and timely manner. The Company will be entitled to rely on the accuracy and completeness of all information provided by the Client pursuant to the Agreement.
5. Client Representations, Warranties, and Covenants
5.1. The Client represents, warrants, and covenants to the Company that:
(a) the Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of all information provided by the Client pursuant to the Agreement;
(b) to the best of the Client’s knowledge, any information provided by the Client pursuant to the Agreement does not infringe the rights of any third parties, and use of such information does not and will not violate the rights of any third parties; and
(c) the Client has and will continue to comply with all laws and regulations as they relate to the Services.
6. Company Representations, Warranties, and Covenants
6.1. The Company represents, warrants, and covenants to the Client that:
(a) the Company will provide the Services in a professional and workmanlike manner and in accordance with all reasonable standards for such services;
(b) to the best of the Company’s knowledge, the provision of the Services and any materials provided by the Company do not infringe the rights of any third parties, and use of the same by the Client will not violate the rights of any third parties;
(c) where the Company has engaged third parties to provide materials for use in the Company’s provision of the Services, the Company owns all intellectual property rights arising in connection with the services or materials provided by such third parties; and
(d) except where the Company has engaged third parties to provide materials for use in the Company’s provision of the Services, all services and materials provided by the Company will be the original work of the Company.
6.2. In the event the Client or third parties modify or otherwise use the materials provided by the Company outside of the scope of, or for any purpose not identified in, the Agreement or contrary to the terms and conditions set out in the Agreement, all representations and warranties of the Company will be void.
7.1. Each party acknowledges that, in connection with the Agreement, it may receive certain confidential or proprietary information or materials of the other party (the “Confidential Information”).
7.2. Each party, its agents, and its employees must hold and maintain in strict confidence all Confidential Information, must not disclose Confidential Information to any third party, and must not use any Confidential Information except as may be necessary to perform its obligations under the Agreement, or except as may be required by a court or governmental authority.
7.3. Notwithstanding the above, Confidential Information will not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
8. Relationship Between Parties
8.1. The Company is an independent contractor, not an employee of the Client or any company affiliated with the Client. The Company will provide the Services under the general direction of the Client, but the Company will determine, in the Company’s sole discretion, the manner and means by which the Services are accomplished. The Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in the Agreement.
8.2. The Company and the work product or deliverables prepared by the Company will not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to the Client are contractual in nature and are wholly defined by the express written agreement of the parties and the terms and conditions of the Agreement.
8.3. The parties expressly acknowledge that the Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by the Company, and the Company will be entitled to offer and provide marketing services to others, solicit other clients, and otherwise advertise the services offered by Company.
9. Intellectual Property
9.1. “Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including but not limited to copyright, know-how, confidential information, trade secrets, business names, domain names, trademarks, service marks, trade names, patents, design rights, database rights, and all rights in the nature of unfair competition rights or rights to sue for passing off.
9.2. All Intellectual Property Rights arising in connection with the Agreement will be the property of the Company. The parties agree to execute all documents necessary to give effect to this provision.
9.3. Unless otherwise agreed between the parties, the Company grants to the Client a non-exclusive, royalty-free, transferable, irrevocable, perpetual, worldwide license to use the materials produced by the Company for the Client.
10. Services of Third Parties
10.1. From time to time, the Company may engage additional independent contractors or outside service providers to perform certain services on the Client’s file. By signing the Agreement, the Client authorizes the Company to retain such parties to provide services to the Company in relation to the Client’s file.
11. Location of Servers
11.1. The Client acknowledges that the Company may create, maintain, and archive information on servers that are not located on its immediate premises and are located outside of Canada. A foreign government may be able to access data relating to the Client’s file for lawful access purposes.
11.2. The Client’s execution of the Agreement authorizes the Company to use third-party cloud-based services, which may be located outside of Canada, for the storage, management, and transmission of its information, including confidential information.
12. General Data Protection Regulation
12.1. The Client is solely responsible for determining whether it is required to comply with the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) and must inform the Company immediately upon obtaining personal data that is, or may be, subject to the GDPR.
12.2. In the event the Client determines that it is required to comply with the GDPR and informs the Company that the Client has obtained personal data that is, or may be, subject to the GDPR, the terms set out in the Company’s GDPR Data Processing Terms will apply and will be incorporated into the Agreement.
13.1. The Client agrees to indemnify, save, and hold harmless the Company from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of any breach of the Client’s responsibilities, obligations, representations, or warranties under the Agreement.
14. LIMITATION OF LIABILITY
14.1. The Services and the work product of the Company are sold “as is.” In all circumstances, the maximum liability of the Company, its directors, officers, employees, agents, and affiliates (the “Company Parties”), to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the fees paid to the Company under the Agreement. In no event shall the Company be liable for any lost data or content, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the materials or the services provided by the Company, even if the Company has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
15.1. Further Assurances. Each of the Company and the Client will execute such further and other documents and do such further and other acts as may be necessary from time to time to carry out and give effect to the intent of the Agreement.
15.2. Currency. All references to currency in the Agreement are to Canadian dollars.
15.3. Notices. All notices required or permitted to be given under the Agreement must be in writing and personally delivered or sent by registered mail or e-mail to the address of the intended recipient set out on the first page of the Agreement, or at such other address as a party may advise in writing from time to time in a manner provided in the Agreement. Any notice, document, or communication will be deemed to have been given, in the case of delivery by hand or registered mail, when delivered to the recipient, and in the case of delivery by email, upon successful transmission.
15.4. Entire Agreement. The Agreement constitutes the entire agreement between the parties and there are no representations or warranties, express or implied, statutory, or otherwise and no collateral agreements other than as expressly set forth or referred to in the Agreement.
15.5. Enurement. The Agreement will enure to the benefit of and be binding upon the parties and their respective successors, permitted assigns, heirs, executors, and personal representatives.
15.6. Amendment. No amendment of the Agreement will be binding unless made in writing and signed by both parties to the Agreement.
15.7. Assignment. The Agreement may not be assigned by the Client without the prior written consent of the Company, such consent not to be unreasonably withheld.
15.8. Severability. If any provision of the Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will not affect the validity or enforceability of the remainder of the Agreement or such provision.
15.9. Waiver. No failure or neglect of either party hereto in any instance to exercise any right, power, or privilege under the Agreement or under applicable law shall constitute a waiver of any other right, power, or privilege in any other instance.
15.10. Applicable Law. The Agreement will be governed by and interpreted in accordance with the laws of British Columbia. The parties hereby irrevocably attorn to the jurisdiction of the courts of British Columbia.
15.11. Successors and Assigns. The Agreement will enure to the benefit of and be binding upon the parties and their respective successors, permitted assigns, heirs, executors, and personal representatives.
15.12. Headings. The headings appearing in the Agreement are used for convenience of reference only and will not affect the interpretation of the Agreement.
15.13. Delivery by Electronic Means. The Agreement may be signed and delivered by electronic means, and if so signed and delivered will be deemed to be an original.