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Savvy Consulting Agreement

Version 5

Please review this agreement then fill in the form below

The legal entity named in the form below (the “Client”)
Code Expressions Inc. dba Savvy Store Services of 129 Nanaimo Ave. West, Penticton, BC, V2A 1N2
(the “Consultant”)

A. The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client.
B. The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

1. Services Provided
The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the “Services”):
Website, communications, and marketing setup and development services.
The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.

2. Term of Agreement
The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 15 days’ written notice to the other Party.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
This Agreement may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of the Consultant will end upon the termination of this Agreement.

3. Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

4. Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (U.S. Dollars).

5. Compensation
The Consultant will charge the Client for the Services for the amounts and payment schedules, and/or at the rate or rates, to be determined at the time the Services are arranged. (the “Compensation”).
The Client will be invoiced for the work performed in a manner to be set out at the time the Services are arranged.
Invoices and payment notices submitted by the Consultant to the Client are due upon receipt.
The Compensation as stated in this Agreement will be subject to sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
The Consultant will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement not specifically identified, in writing, when the Services were arranged.

6. Penalties for Late Payment
Any late payments will trigger a fee of 5.00% per month on the amount still owing.

7. Confidentiality
Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive for a period of two (2) years upon termination of this Agreement.
The Client agrees that they authorize the Consultant to share Confidential Information with third party service providers useful to the fulfillment of the services requested by the Client, so long as all reasonable precautions are taken to ensure confidentiality and minimize the risk of exposure.
All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.

8. Ownership of Intellectual Property
The Consultant has no ownership over, nor licence to use outside of this Agreement, any of the Client’s trade secrets, relevant registrations or applications for registration, rights in any patents, copyrights, trademarks, trade dress, industrial designs or trade names that are integrated into the Works produced under the terms of this Agreement.
Unless otherwise specified all trade secrets, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the “Intellectual Property”) that is developed under this Agreement will be the sole property of the Consultant. The Client will have licence to use the delivered portions of the Intellectual Property as agreed upon by the Consultant and conforming to the terms of this Agreement.

9. Return of Property
Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

10. Capacity/Independent Contractor
In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

11. Notice
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
The Client’s legal business address entered in the form below, and

Code Expressions Inc.
129 Nanaimo Ave. West, Penticton, BC, V2A 1N2

or to such other address as either Party may from time to time notify the other.

12. Indemnification
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of:
any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.
Third-party terms of service violation enforcement actions by companies offering platforms on which provided services operate.
Third-party service interruptions beyond the control of either Party.
The above indemnification clauses will survive the termination of this Agreement.

Commentary:  12.1.2 above means companies like Facebook, Google, ManyChat, and others whose independent actions may impact the operations of either party. For example, Facebook has been known to run AI-based violation detection algorithms that automatically shut down Facebook pages and Messenger access. Google similarly can shut down access to services if their algorithms detect what is considered to be a breach of terms. In these and many other cases, there may be no actual breach of terms, or if there is, there may have been a change in their unwritten rules of enforcement around insufficiently defined, “grey” areas of their terms, which are commonly left in place intentionally to provide the third-party with the latitude necessary to enforce what they feel to be a breach, and to change their ideas of what is a breach at any point. Section 12 protects both Parties from responsibility and liability for such actions taken by third parties that are beyond either Party’s control. Both Parties of course strive to only implement solutions that are in compliance with any published terms of service, and to act on these platforms within those same terms of service, but sometimes that isn’t enough to prevent an enforcement action taken, rightly or wrongly, by the third-party. In such an event both Parties agree to work together as rapidly as possible to restore access to the services impacted by the actions of the third-party, or to create a replacement, and agree that neither party is at fault, accountable, or liable for any impact of those third-party’s actions.
13. Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

14. Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

15. Assignment
The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

16. Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

17. Enurement
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

18. Titles/Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

19. Gender
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

20. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia.

21. Severability
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

22. Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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    If you have any questions please don’t hesitate to contact us. We’ll get back to you as soon as we can!

    Hours: Monday to Friday, 9:00 to 5:00 PST



    (250) 460-2719


    129 Nanaimo Ave. West
    Penticton, BC V2A 1N2

    ManyChat Agency Partner
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