This agreement is between you (The “Client”) and your 1348867 Alberta Ltd. (The “Consultant”) as a participant in Training, Coaching and Consulting Program.
1.0 Spirit of Agreement
As a client of ours, it’s important that we have your commitment and dedication to the program so we can help you achieve your goals, needs, and expectations! Please take note of the following standards and ensure your commitment to their execution:
- At all times, you will be honest, truthful and professional.
- You will disclose all necessary information so that we can serve you efficiently.
- You will test strategies to determine results and identify what works best for your business.
- You will keep all your appointments or give at least a 24 hours’ notice with any changes.
- If you are not fully satisfied with the services you are receiving, you will immediately notify us so we can work with you to rectify your concerns.
- You will be realistic with your expectations of us and of yourself.
- You are prepared to take the action on our mutually agreed upon goals.
- You are prepared to invest in yourself and change, as necessary, to achieve your goals.
Company Commitment. The Company will provide professional strategic marketing advice and coaching that is a professional-client relationship designed to facilitate the creation and development of personal, professional or business goals and to develop and carry out a strategy/plan for moving towards those goals.
Advisory. Our Program services are advisory. The client bears sole responsibility for the use and implementation of these services in your business. The client agrees to forever indemnify and hold harmless your Strategist from and against any loss, cost or expense resulting from your activities related to the Program If appropriate, The client will seek independent professional guidance and The client understands that all decisions and actions in these areas are Your sole responsibility.
Scheduling. Coaching appointments can be re-scheduled with a minimum of 24 hours advanced notice. Otherwise, the appointment will be forfeited. From time to time, your Strategist may need to take time away to observe holidays, take vacations, attend company events, etc. When this occurs, the client will either enjoy a period without goals (no refunds will be given) or re-schedule additional coaching appointments before or after the time away. The Session may be refused if payment has not been made as required by this Agreement.
Distress. In the event of the client choosing to feel mental, physical or emotional distress (or related ailment or condition) which the client believes to be related either directly or indirectly to the Strategy Sessions the client will not hold the Company liable for any loss or cost incurred by the client (or any person related to you). The client will indemnify the Company in the event of any such claim.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfil and exceed your expectation on the deliverables listed above. The client agrees to aid us in doing so by making available to us needed information pertaining to the client website, the client offers, the client content and other tools we may need and to cooperate with us in expediting the work.
3.0 Terms of Payment
3.1 Billing Schedule
We’re sure you understand how important it is that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the payment schedule.
3.2 Client Agreement to Pay
The client agrees to pay every invoice upon receipt which will act as payment for the project. Projects will not be started until the invoice is paid. In the event payment is not made within fourteen (14) days, 1348867 Alberta Ltd. will charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs 1348867 Alberta Ltd. pays for carrying overdue invoices from the client. In addition, 1348867 Alberta Ltd. reserves the right to stop work until payment is received. This includes shutting down web pages, hosting and Agile CRM campaigns that we've built for you.
3.3 Collection Costs
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
4.0 Cancellation of Plans
The client has the right to modify, reject, cancel or stop any and all plans or work in process. However, the client agrees to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancellable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
5.1 Responsibility for Releases
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, artwork or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
5.2 Client Responsibility for Releases
The client guarantees that all elements of text, images, or other artwork provided are either owned by the client or that they have permission to use them. Copyright will be automatically assigned as follows:
- You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images, and data you provided unless someone else owns them.
- We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
- These unique combination of elements, knowledge, systems, and procedures we own as intellectual property (IP).
5.3 Client Responsibility for Accuracy
The client shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which the client furnishes to us verbally or in writing in connection with the performance of this Agreement.
1348867 Alberta Ltd. acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by us on behalf of the client or disclosed by the client to 1348867 Alberta Ltd.
7.0 Term and Termination
7.1 Period of Agreement and Notice of Termination
This Agreement shall become effective as date of signing and shall continue until the project is signed off as complete and paid in full by the client. Either party can terminate the agreement provided a notice period of 60 days is given.
7.2 Termination for Cause
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
7.3 Payment for Non-Cancellable Materials
Any non-Cancellable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography, graphic design, web design, and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the client, that any such materials and services are non-cancellable.
7.4 Materials Unpaid For
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
7.5 Transfer of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by shall transfer, assign and make available to the client all property and materials in its possession or control belonging to the client who agrees to pay for all costs associated with the transfer of materials.
8.0 General Provisions
8.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of the Province of Alberta, Canada.
8.2 Representations and Warranties
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
8.3 Entire Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
9.0 GST Specification Clause
9.1 For the purposes of this Clause the following expressions shall have the following meanings:
9.1 a) GST - means any tax imposed on the supply of goods or services which is imposed or assessed under Excise Tax Act (R.S.C., 1985, c. E-15)
9.2 If this Agreement or any supply under or in respect of this Agreement becomes subject to GST, and if the recipient of the consideration is liable to GST in relation to any supply under this Agreement, the parties agree that the amount payable for any supply under or in respect of this Agreement by any party shall be adjusted by the amount of the GST.
9.3 Each party agrees to do all things, including providing invoices or other documentation in such form and detail that may be necessary to enable or assist the other party/ies to claim or verify any input tax credit, set off, rebate or refund in relation to any GST payable under this Agreement or in respect of any supply under this Agreement.
9.4 As required by any applicable legislation, where identifiable cost savings are realized by virtue of the enactment of the GST Law, those cost savings will be reflected in the calculations of the consideration under this Agreement