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Opening Hours

Mon-Fri:

9am - 5pm

Sat: 

Closed

Sun: 

Closed

Location

129 Nanaimo Ave. West

Penticton, BC  V2A 1N2

Canada

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© 2019 by Code Expressions Inc. dba Savvy Store Services

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Consulting Agreement

This is the Consulting Agreement we're entering into. Give it a look and scroll down to the bottom to fill in a short form, and then we're off to the races!

THIS CONSULTING AGREEMENT (the "Agreement")

BETWEEN:

The legal entity named in the form below (the "Client")

- AND -

Code Expressions Inc. dba Savvy Store Services of 129 Nanaimo Ave. West, Penticton, BC, V2A 1N2
(the "Consultant")

BACKGROUND:

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

  1. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the "Services"):

    1. Website, communications, and marketing setup and development services.

  2. 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

  1. 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.

  2. 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.

  3. 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.

  4. This Agreement may be terminated at any time by mutual agreement of the Parties.

  5. Except as otherwise provided in this Agreement, the obligations of the Consultant will end upon the termination of this Agreement.

3. Performance

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

 

4. Currency

  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).

 

5. Compensation

  1. The Consultant will charge the Client for the Services for the amounts and/or at the rate or rates to be determined at the time the Services are arranged. (the "Compensation").

  2. The Client will be invoiced for the work performed in a manner to be set out at the time the Services are arranged.

  3. Invoices submitted by the Consultant to the Client are due upon receipt.

  4. 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.

  5. 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

  1. Any late payments will trigger a fee of 5.00% per month on the amount still owing.

 

7. Confidentiality

  1. 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.

  2. 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 five (5) years upon termination of this Agreement.

  3. 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.

  4. 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

  1. Any 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 or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

  2. The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

  3. Works produced by the Consultant in effecting Services for the Client that do not fit the above definition of Intellectual Property are the sole property of the Consultant. The use of Works by the Consultant will not be restricted in any manner.

 

9. Return of Property

  1. 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

  1. 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

  1. 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:

    1. The Client's legal business address entered in the form below, and

    2. 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

  1. 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:

    1. 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.

    2. Third-party terms of service violation enforcement actions by companies offering platforms on which provided services operate.

    3. Third-party service interruptions beyond the control of either Party.

  2. 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, "gray" 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

  1. 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

  1. 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

  1. 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

  1. 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

  1. 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

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

 

19. Gender

  1. 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

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

 

21. Severability

  1. 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

  1. 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.

Enter the required information below, check the "I approve of and enter into..." box if the above contract is acceptable to you, and click Submit! We'll be in touch shortly to move forward with the project!

Consulting Agreement -- Client Information