These terms of agreement are between Shop Innovator (registered as Click Tie Inc), referred to as “Consultant” and you, the person or company placing the order, referred to as “Client”.
This Agreement is with respect to the services related to website design and online marketing, hereinafter referred to as the “Work.”
- Whereas, Consultant is a professional web developer of good standing;
- Whereas, Client wishes Consultant to create certain Work; and
- Whereas, Consultant wishes to create such Work;
Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties agree as follows:
The Client and Consultant may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:
- is already known to the party to which it is disclosed;
- is or becomes part of the public domain without breach of this Agreement;
- is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.
Prices & Payments
- Prices displayed on website may change without prior notice.
- Prices quoted in emails and other communication are valid for 30 days from date of contact.
- All payments must be paid prior to services being performed.
- All payments are final and are non-refundable.
- Consultant will make every effort to meet agreed upon due dates.
- The Client should be aware that failure to submit required information or materials may cause subsequent delays in the production.
- Client delays could result in significant delays in delivery of finished work.
Fees & Services
- Any work the Client wishes Consultant to create, which is not specified in the original order will be considered an “Additional Service”.
- Changes in Client input or direction, or excessive changes, will be considered “Additional Service”.
- Additional Service Work shall require a separate quote and payment separate from and above that specified in the original order.
- Client agrees to reimburse Consultant for any of the following expenses necessary in completion of the Work (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone Consultation.)
- Client must approve all work resulting in chargeable expenses prior to incurring the expense.
Assignment of Work
- Consultant reserves the right to assign other designers or subcontractors to the Work to ensure quality and on-time completion.
- All copyright material provided by the Consultant is initially owned by the Consultant, including but not limited to all rights in sketches, comps, or other materials.
- All copyright material provided by the Client is owned by the Client.
- Upon completion of the website by the Consultant, and upon receiving all payments from the Client, the Consultant will transfer ownership of all Copyright material that the Consultant provided for use in the completed website to the Client.
- The Consultant will retain ownership of any Copyright material that was presented to the Client during the design of the website but was not included in the completed website.
Permissions & Releases
- The Client agrees to indemnify and hold harmless Consultant against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
- The Client may publish or disclose information regarding the Work and shall acknowledge the support of Consultant in all such publications.
- The Client will not use the name of Consultant, in any advertising or publicity without the prior written approval from the Consultant.
- Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that Work is postponed or terminated at the request of the Client, Consultant shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client’s written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by Consultant and the Consultant shall own all rights to the Work.
The Client and Consultant are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Consultant has any authority to assume or create any obligation or liability, either expressed or implied, on behalf of the other.
This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada applicable therein. The Client agrees to the terms of this agreement on behalf of his or her organization or business.