We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. We’ll try to keep the legal jargon to a minimum and we have no desire to trick you into signing something that you might regret later. We want what’s best for both parties, now and in the future. Let us know if you’re unclear about anything
in this agreement.
PARTIES TO THE AGREEMENT
Twirling Umbrellas Ltd. “Twirling Umbrellas”
SCOPE OF WORK
The parties to this agreement hereby agree to a contract for professional services whereby Twirling Umbrellas will perform professional services on behalf of the client. The total scope of work, deliverables, and pricing is described within proposals, estimates, and other written communication. This is based on our current understanding of your requirements. When details and specifications are not fully communicated in advance, the approach we take, the final deliverables we provide, and the final invoice may differ from your expectations. So just to be clear, you are responsible for providing details and specifications or seeking further clarification on the scope of work. Estimates provided for projects with a value of $1000 or more shall be considered fixed price quotations for the scope of work detailed.
WHAT’S NOT INCLUDED
Just as it’s key to know what the scope includes, it’s equally important to understand what’s not included. That way, there’s no grey area. The scope of work for this project does not include; new features, deliverables, or additional revisions requested outside the scope of the work indicated, revisions required as a result of incorrect or insufficient information supplied by your company, ongoing fees associated with related third-party services (web hosting, license fees, photography, printing fees, etc.), maintenance and additional changes, extended functionality, or revisions to the website after it’s complete, fixing any problems, errors, and/or damages caused by your company and/or clients, and; fixing any security breaches and/or damages resulting from a failure to protect your passwords and/or accounts.
CONCEPTS AND APPROVALS
At various stages of the project, we may be creating concepts and/or prototypes to demonstrate the appearance or functionality of the product and/or services. You’ll have an opportunity to review these concepts or prototypes and to approve the work or request changes. Approvals may be provided in writing (including by email). By accepting or indicating approval to a particular concept or prototype, you acknowledge that the work meets your requirements and that we can move on to the next phase of the project. In order to keep this project on schedule, we would ask you to commit sufficient time to thoroughly review each concept or prototype when received and provide feedback within a reasonable period of time.
CHANGES AND REVISIONS
We’ll do our best to deliver work that you’ll love, while staying within the budget indicated. But we’re human and our vision can differ from yours. That’s why we plan for a small amount of revisions with every project. But getting it perfect can take additional time and in some cases the objectives change as things progress. We’ll let you know when revisions start to exceed the original budget and will bill those revisions separately at our regular labour rate of $125 /hour. If your specifications change at any time, let us know and we can provide a separate estimate.
TIMELINES AND SCHEDULES
We work hard to provide accurate timelines for projects and meet deadlines. However some key steps in our process rely on getting information, feedback, and approvals from you at key points in the process. If receiving this information takes longer than expected, all following steps will be rescheduled accordingly. However, this does not affect the agreed upon payment schedule.
If for any reason, you go silent in the middle of a project and stop responding to our emails or phone calls for a period of four (4) weeks, the project will be considered dormant. At this point, we will place a stoppage on the project and you will be invoiced for all work to date according to the terms in the termination section. It’s also important to note that we schedule employees to work on your projects during specific time periods. After an extended hiatus, it’s
not easy to simply pick up where we left off. In the case of a dormant account, a rescheduling fee of $500 + GST will be required to start the project backup and we will also require an additional deposit. The easy way to avoid all of this is to simply keep in touch with us!
Each project is considered complete and billable when the deliverables outlined in the scope of work have been met and you have been given access to review. This may happen before the work is ready for distribution (e.g. before a website is launched to the public). Ongoing services are billed at the start of the month that they are scheduled to take place. Once all outstanding fees have been paid, you may request to receive electronic copies of all files created on your behalf in the appropriate format. You are responsible for requesting and maintaining a copy and backup of all files created. We do not provide backup services of any kind and are not responsible for lost files.
COPYWRITE & LICENSES
Unless otherwise indicated, you’ll own the copyright to the finished work created on your behalf, once the final invoice has been paid. However, some portions of the products and/or services are provided under license from third-party suppliers. This includes software (such as WordPress, plugins, etc.), software services (such as Google G-Suite, Web Hosting, etc.), and creative materials (such as stock photography, graphics, audio, video, etc.). You assume the terms of these licenses and are responsible for maintaining a copy of the licenses themselves.
When required and authorized by the client, travel shall be billed at $0.53/kilometre for road travel and at-cost for air travel. Travel time will be billed at 50% of hourly rates. Per-diem shall be a minimum of $100. Client shall provide hotel accommodation in the event of overnight stay being required.
For a period of twenty four (24) months following the termination or completion of this agreement (and any ongoing work exceeding the agreement term), you agree to refrain from either directly or indirectly soliciting any of our agency’s employees to leave their employment with us, or from contracting with them directly.
During the project, we realize you may be sharing confidential information with us to help us better understand your business. We will not disclose this information with anyone other than our employees and contractors. Similarly, you agree not to share any confidential information about our business, process or proposal outside of your organization.
It sounds French and scary, but not to worry. All it means is that if something major happens beyond our control (flood, fire, power outage, etc) that prevents us from completing the work on time, we will be excused of any resulting delays. This will not affect the agreed upon payment schedule.
Both you as the client and us as the service provider, are acting as independent contractors, not as employees or partners. That means that nothing in this agreement will prevent you from working with another third-party that provides similar services (marketing and digital) to us. And nothing in this agreement will limit us from entering into agreements with other companies, including those that offer similar products or services to yours.
We use time tracking software to accurately record the time spent on your project. All time spent performing services and communicating with you or on your behalf is billable. Additional services not covered in a proposal or outside the scope of the proposal are billed at our regular labour rate of $125 / hour.
INVOICING & TERMS
We issue invoices electronically. The initial deposit is non-refundable, non-transferable, and is due before we start a project. Subsequent invoices are due thirty (30) days from the date of invoice. Accounts that are thirty (30) days overdue are subject to an interest fee of 2% per month. Accounts that are sixty (60) days overdue will be deactivated (which may affect other services connected to your account such as web hosting, email accounts, etc.). A reactivation
fee of $250 + GST will apply. Monthly retainer services will be invoiced the 1st of each month prior to work being completed. Small service requests will be billed upon completion. If you have any questions about your current payment schedule, refer to your proposal, or ask our accounts department at email@example.com. Applicable taxes such as GST shall be added to our fees and are not included in estimated unless noted otherwise.
This agreement is in effect throughout the duration of the project or term specified and will continue on a month-to-month basis after the term has expired, unless either party has requested to terminate the contract (in accordance with the terms below).
Websites are guaranteed for a period of one (1) year from the date on the final invoice and ongoing services are guaranteed throughout the duration of the contract. Our guarantee covers technical issues such as software bugs, typos, display issues, and issues preventing the work from functioning as intended. It does not include failures caused by major software updates, changes to legal and/or regulatory requirements, errors caused by the user, damages caused by
security breaches, failure to perform in ways it was not intended to, or failure to achieve other expectations beyond our control.
Either party may request to terminate the contract by providing sixty (60) days written notice to the other. If either party wishes to end the contract before the project is complete, you will be billed for; (a) all work performed up to the termination date, (b) any applicable third-party fees (such as web hosting accounts, license fees, etc.), and (c) the full value of any discounts, reduced rates, and/or incentives that were offered as part of the contract. This does not apply in situations where a “term” or “minimum commitment” has been specified and all fees will be billed up until the end of that period.
LIABILITY & DISCLAIMER
We’ll work within good industry practices and based on our relevant experience. That said, you are ultimately responsible for ensuring the products and/or services meet your needs. By entering into this contract, you agree; this contract shall be governed and construed in accordance with the laws of British Columbia, Canada. that we cannot be held liable to you or any third-party for damages including lost profits or other incidental, consequential, or special damages, even if you’ve advised us of them. This includes the possibility of losses caused by hardware and/or software disruptions, security issues, performance issues, and failure of the products and/or services to perform as expected or desired, to accept responsibility for third-party licenses and ensuring that you have and maintain permission to use all creative materials incorporated into your project, that finished products and/or services adhere to all applicable laws and regulations, and that if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions. and finally, that this agreement may not be modified except in writing by an authorized representative of Twirling Umbrellas Ltd.. Phew, that was a doozy! Now, let’s get to work.