The terms and conditions set forth in this Project Service Agreement (“Agreement”) constitute the sole agreement between the Parties.
The purpose of this agreement is to delineate the role of each party, what the website and hosting support entails for website projects, payments schedules and what would happen if something were to go wrong.
Please read this Agreement in its Entirety
2. Acceptance of the Agreement
By accepting this agreement, you confirm that you have read, and agree to Get Clear Consulting LTD’s Project Service Agreement. For Website projects, you are authorizing us to publish the completed website to your domain. You further acknowledge that we are providing a license to you to utilize our website management system which exists on our servers.
You agree that we will update your Website from time to time, at our discretion. The latest version of this Agreement is available on our website (www.getclear.ca). Your continued use of the project following the publishing of the updated Agreement means that you accept and agree to the changes.
3. The Project Features
Get Clear Consulting LTD agrees to create a project for the Client, and that website projects will exist on our platform. This will allow you to easily create and update website content that is fresh and regularly updated.
We are committed to completing the project in a timely manner and agree to work expeditiously to complete our portion of the project customization upon agreement of this contract.
The Client agrees to complete their portion of the project content and that the project will be completed at the Client’s discretion.
5. Payment of Fees
The Client agrees to pay Get Clear Consulting LTD the total Project Designing Fees, plus applicable taxes, within seven (7) days from the date of the final invoice. If an agreed-upon payment plan is put in place then all payments will be completed before or on the due date. The Project Designing Fees include the design and building of the project and any requested modules. We agree to provide the Client with an invoice detailing the Project Designing Fees upon acknowledgment of this Agreement.
6. For Payment of Ongoing Website Hosting and Support Fees
30 days following the acceptance of this proposal, the hosting and support fee is invoiced monthly at the selected rate, plus applicable taxes. This fee includes phone and email support, website improvements, server maintenance, security maintenance, and website hosting, which is reasonably consistent with current average client usage. We agree not to raise this fee more than 5% annually.
7. Late Payment
If the balance owing from the Client remains unpaid for more than fourteen (14) days, Get Clear Consulting LTD will issue a written notice of the overdue account.
In the event that the Client fails to pay the balance owing for more than 90 days, Get Clear Consulting LTD will make every effort to contact the Client by phone or email prior to the suspension of services. Please note that we do, however, for website projects reserve the right to suspend the service of the Website Hosting and Support and disable the Client’s website until the account balance is paid in full.
8. Website Project Warranty
This Agreement includes an ongoing warranty that ensures the website will appear and function in working order for the duration of the Client’s subscription with Get Clear Consulting LTD. We will make every effort to rectify the situation in a timely fashion when the Client reports errors or performance issues concerning the website.
9. Website Project Copyrights
Get Clear Consulting LTD owns the copyright to the design, source code, and structure of web pages developed as part of this Agreement. Upon final completion of the website, the Client is assigned rights to use as a website the design, graphics, photos, and text contained in the published web pages. Rights to the source code, work-up files, and computer programs are not transferred to the Client and remain the property of Get Clear Consulting. We also retain the right to display graphics and other web design elements as examples of our work in our portfolio and marketing materials.
10. Content Copyrights and Trademarks
The Client represents to Get Clear Consulting LTD that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to us for inclusion in the website are owned by the Client or that the Client has permission from the rightful owner to use each of these elements. The Client further agrees that they are solely responsible for the accuracy and appropriateness of all content.
The Client will hold Get Clear Consulting LTD harmless from liability for any damages, including any copyright or trademark infringement arising from elements furnished by the participating organizations, any lost profits, lost savings, or other incidental damages arising from the operation of or inability to operate these projects (including websites). The Client also agrees to use the services offered by us in a manner consistent with all applicable local, provincial, and federal laws and regulations.
Any insurance claims or litigation arising from the use, operation, or existence of the designed project will be the full responsibility of the Client and they agree to indemnify and hold harmless Get Clear Consulting LTD and all of its employees, partners, contractors, and sub-contractors from all liability.
The laws of the Province of British Columbia shall govern this Agreement. The venue for any action hereunder shall be in Abbotsford, British Columbia, Canada.
12. Non Disclosure
Each party agrees that all information and materials disclosed by the Parties regarding a proposed deal between the Parties, including the terms and conditions of this Agreement and the existence of the discussion between the Parties, will be considered and referred to collectively in this Agreement as “Confidential Information”. Get Clear Consulting LTD agrees that, except as directed by the Client, it will not at any time during or after the termination of this Agreement disclose any confidential information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about us to another party.
Please note that certain information, statements, data, and content (such as photographs) which you post to the web pages or incorporate into other projects are likely to reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. The Client acknowledges and agrees that your submission of such information is voluntary on your part. Further, you acknowledge consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary for our opinion.
14. Force Majeure
An event of Force Majeure is an event or circumstance, which is beyond the control and without fault or negligence of the Parties. In this case, neither party will be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. If any such event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
15. Termination of Services
The Client may terminate our services with thirty (30) days written notice. Get Clear Consulting LTD will then transfer to the Client or their agent the ownership of the Client’s domain, for website projects, if we are the current registrar. At a mutually agreed upon time, within thirty (30) days of the termination date, Get Clear Consulting will cease hosting the website or providing other services, but will not assist with the migration of the project if applicable.
In the event of termination, Get Clear Consulting LTD agrees to refund to the Client any prepaid months that remain in their annual Website Service Fees subscription. If the Client owes any monies, they agree to pay the balance in full upon termination.
16. Inability to Continue Service
In the event that Get Clear Consulting LTD and its owners, at our discretion, are unable to continue to provide the services outlined in this Agreement, we agree to provide sixty (60) days written notice to the Client. We further agree to return to the Client all content and copies thereof and work product and to assist in migrating their project content to a new provider at no additional charge.
17. Sole Agreement
The terms contained in this “Project Service Agreement” constitute the sole agreement between Get Clear ConsultingLTD and the Client regarding this project. All prices specified in this contract will be honored for twelve (12) months after the commencement of work.
We understand that along the way, there are some changes that may surface, which are not listed in the services specified in this contract. This is fine, so long as we create a separate Agreement and payment schedule while reserving all rights of this Agreement.