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Service Agreement

DIT Web Solutions Inc.

Service Agreement

NOTICE TO USER. This is a legal contract between the company whose information is included in the Order Form ("You" or “Client" used interchangeably) and DIT Web Solutions Inc. (“We”, “Us” or “DIT”) concerning the your project and other electronic storage and distribution facilities and other services for websites and other electronic media and content, collectively “Services”. By paying any fee towards DIT, You are consenting to be bound by all terms and conditions of this Service Agreement ("Agreement"). If You do not agree to all terms and conditions of this Agreement, You may not use any of our Services.

 

The company whose information is listed in the Order Form is the Client, whether it be You directly (if a sole proprietorship or partnership) or a corporation. In the event the Client is a corporation, You agree that You will be held personally responsible under these terms and conditions in the event that You are not authorized to bind that corporation. For all sections of this Agreement other than this paragraph, “You” shall refer to the Client whether or not the Client is a corporation, partnership or sole proprietorship.

 

This and all content, information, services and software ordered or provided on or through DIT may be used solely under the terms and conditions of this Agreement.

 

WHEREAS DIT, is in the business of creating technology solutions;

 

AND WHEREAS the Client has developed a website and other electronic media and content in connection with the operation of its business;

 

AND WHEREAS the parties wish to set out the terms and conditions upon which DIT will provide to the Client website hosting and other related services;

 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein, the sum of one dollar paid by each party to the other, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                 INTERPRETATION

 

1.1              Definitions.  In this Agreement, unless the context otherwise requires, the following terms have the following meanings:

 

“Agreement” means this agreement and any schedule, appendix, addendum or amendment which is signed by the parties and which references this agreement;

 

“Business Day” means any day, other than Saturday, Sunday or any statutory holiday in the Province of Ontario;

 

“Client Content” means all production media, content, documentation, data, images, text, software, web pages, artwork, trademarks, tradenames, logos, sound, graphics, video, files and other material, however stored and/or encoded, that is supplied by the Client to DIT for the purposes of DIT performing the Services, including without limitation the Client’s Website;

 

“Client’s Website” means the series of interconnected web pages intended to be accessible by Internet users with a web browser provided by the Client and hosted by DIT in accordance with this Agreement.

 

“Confidential Information” means any business, marketing, technical, scientific or other information disclosed by a party and relating to such party’s operations, products, designs, plans, strategy, customers, business opportunities, finances, research, development, know-how, trade secrets or employees, and, at the time of disclosure, is designated as confidential, is disclosed in circumstances of confidence, or would be understood by the receiving party, exercising reasonable business judgment, to be confidential;

 

“FTP” means file transfer protocol;

 

“Order Form” means a digital or printed estimate of work to the Client outlining the Services purchased by the Client, the cost of these Services, as well as all relevant information relating to the Client.

 

“Website” means a series of interconnected web pages intended to be accessible by Internet users with a web browser.

 

1.2              Headings and Table of Contents.  The inclusion in this Agreement of headings, subheadings and table of contents is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

 

1.3              Gender and Number.  In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

 

1.4              Currency.  In this Agreement, all amounts are stated and payable in Canadian currency, unless indicated otherwise.

 

1.5              Invalidity of Provisions.  Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

 

1.6              Entire Agreement.  This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.  There are no warranties, representations or agreements between the parties in connection with such subject matter except as specifically set forth or referred to in this Agreement.

 

1.7              Modification and Waiver.  This Agreement may not be modified unless agreed to in writing by both the Client and DIT.  No extension of any time limit granted by a party shall constitute an extension of any other time limit or any subsequent instance involving the same time limit.  No consent by a party to, nor waiver of, a breach by the other, whether express or implied, shall constitute a consent to or waiver of or excuse for any other different or subsequent breach, unless such waiver or consent is in writing and signed by the party claimed to have waived or consented.  Except as otherwise provided herein, no term or provision hereof shall be deemed waived and no breach excused.

 

1.8              Counterparts.  This Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, when taken together, shall constitute one and the same instrument.

 

General Provisions

 

Fees. The Client will pay DIT the amount listed on the Order Form plus HST (if applicable) to create the project outlined in this contract. The fees quoted are based on the general project specifications as outlined above and are a best estimate with the information at hand. For all projects that go beyond pure informational content, there will be a budget review step at the end of planning that will provide an exact budget and the opportunity to review all features for project accuracy and Client satisfaction. DIT will endeavor to keep the budget as specified in this document in mind while doing this step. Should the parameters of the project change, the quoted fees will be subject to change as well. In this case, DIT will submit a quote on the additional work requested. All invoices are due upon receipt. Late payments will collect interest at 2% per month.

 

Payment Terms:

The General payment terms are indicated here as default, unless otherwise agreed upon in the Order Form.

50% upon signing (received with this signed document returned)

50% upon completion of project and handover

 

Ownership. The Client understands that ownership of the project will be transferred to them upon completion. Any images or content provided by the Client for inclusion into the site are the responsibility of the Client to ensure copyright is followed, and DIT is not liable for any action taken because of copyright infringement on the project.

 

Design. The Client acknowledges that this project is built using a customized template, and that modifications to it are limited in scope in the design process. The Client agrees to the completion of this work, within the confines of the template chosen.

 

Content. The Client will provide and update their own content for the project, other than initial launch content, which will be provided by the Client and installed by DIT. If the Client has purchased writing services, DIT will create the content.

 

Updates to Project. The Client understands that there will be extra cost for DIT to update the project after the project is complete, and the project is available for everyone to see and use.

 

No Liability.  Notwithstanding anything herein contained to the contrary, in no event whatsoever will DIT, its directors, officers, employees, agents, contractors or affiliates, be liable for any claim for: punitive, exemplary or aggravated damages; damages for loss of profits or revenue, failure to realize expected savings, loss of use or lack of availability of any files, data, information, Client Materials or Content (including computer resources and any stored data); indirect, consequential or special damages of any kind; contribution, indemnity or set-off in respect of any claims against the Client by any third party; any damages whatsoever related to any hardware, software, goods or services not developed or provided by DIT; or any damages whatsoever relating to interruption, delays, errors or omissions.

Limitation on Liability. The maximum total liability of DIT, and its suppliers, directors, officers, agents, representatives, shareholders and employees, for any claim whatsoever, under any circumstances, regardless of the cause of action and including without limitation claims for breach of contract, tort, negligence or otherwise, and the Client’s sole remedy therefore, shall be strictly limited to an award for direct, provable damages not to exceed the amount paid by the Client to DIT hereunder.

Limited Warranty. DIT will make every effort to ensure that code will be error free in accordance with the specifications on the launch date. DIT stands behind this commitment, in that if any errors are discovered or encountered within the first sixty (60) days after the launch date, DIT will repair these errors until corrected in full at no cost to Client.

 

Publicity and Promotion.  Upon execution of this Agreement, each party shall be permitted to disclose that the other is a client of such party, but the specific terms of this Agreement shall remain confidential. 

 

Use of Client’s Name and Logo.  DIT shall be entitled to use the Client’s business name and logo on DIT’s Project to identify the Client as a Client of DIT and DIT shall be permitted to hyperlink from DIT’s Project to the Client’s project for the purposes of providing an example of the DIT’s services.

 

Credit.  The Client’s Project will contain a reference to the fact that DIT assisted with the design and development of the Client’s Project as follows. “created by” “DIT Web Solutions Inc.”

Legal Compliance. The Client will not use the project in any manner which is deemed as illegal by local, provincial, national and international governing bodies.

 

Timeline. All Timeline milestones are best estimates. Meeting them requires both diligent work on our part, and speedy feedback on yours. If you have time sensitive deadlines, please be clear about them to your account representative before signing. We will use commercially reasonable efforts to adhere to timelines.

 

Participation. This project will require your mutual participation with our team to complete it in a timely manner. Should there be an excess of no participation from the Client beyond 60 days, DIT may reserve the right to cancel the project without refund. Any completed work, will be owed upon cancellation.

 

Our Promise. DIT will stand by its promise to deliver what is outlined in this proposal using commercially reasonable efforts. Once we are engaged in this project, we will continue until it is complete. We do not offer refunds for any work hereon in as we stand by 100% Client satisfaction, as outlined in this contract.  

 

Confidentiality.  Except for the specific rights granted by this Agreement, neither party shall use or disclose any Confidential Information of the other party. A party receiving Confidential Information from the other shall use the same degree of care to protect the confidentiality of such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care, including ensuring that such information is disclosed to employees, agents, suppliers, affiliates and contractors on a need to know basis and that all such employees and agents have agreed in writing not to disclose or use Confidential Information. Within fifteen (15) days of the request of the disclosing party, and in its sole discretion, the receiving party shall either return to the disclosing party originals and copies of any Confidential Information and all information, records and materials developed from them by the receiving party, or destroy the same. Either party may only disclose the general nature, but not the specific terms and conditions, of this Agreement without the prior consent of the other party.  The disclosure obligations contained herein shall continue for a period of ten (10) years after expiration or termination of this Agreement.

 

Privacy and Personal Information. Each party agrees that it will not, without the prior written consent of the other party, disclose or make available any Personal Information (as that term is defined in the Personal Information Protection and Electronic Documents Act) to any other person or entity except for designated employees of the other party who have a need to access the Personal Information in order to fulfill the terms of this Agreement. No employee shall be designated by the either party to access the Personal Information disclosed or transferred by the other party unless such employee agrees to hold such Personal Information in confidence and private and limit the use of such Personal Information to the uses permitted hereby pursuant to and in accordance with a written covenant at least as restrictive as the covenant given by each party contained in this section.

 

Dispute Resolution.  Any dispute regarding the interpretation, compliance with or breach of this Agreement will be negotiated in good faith between the parties commencing upon written notice from one party to the other containing a summary of the dispute (the “dispute notice”).  All negotiations will be confidential and inadmissible in any subsequent proceeding without both parties’ written consent.  If the dispute is not resolved by negotiation within twenty (20) days following the receipt of the dispute notice, the parties will refer the dispute to a mediator acceptable to both parties for non-binding mediation.  The costs of mediation shall be shared equally by the parties.  If the dispute is not settled by mediation within fifty (50) days of receipt of the dispute notice, or if a mutually acceptable mediator is not selected within thirty (30) days of receipt of the dispute notice, the dispute shall be settled by binding arbitration as follows.  Within sixty (60) days of receipt of the dispute notice, each party shall designate one arbitrator.  Within seventy (70) days of receipt of the dispute notice, the two arbitrators so designated shall appoint a third arbitrator mutually acceptable to them, who shall alone hear and determine the dispute.  If the two designated arbitrators are unable to agree upon a third arbitrator within seventy (70) days of receipt of the dispute notice, the third arbitrator shall be appointed by a Judge of the Ontario Court as soon as practicable.  The arbitration shall be held in accordance with the provisions of the Arbitration Act (Ontario), with all hearings to take place in the Province of Ontario, unless otherwise agreed by the parties.  Any judgment, decision or award rendered by such arbitrator shall be final and binding and shall not be the subject of any further court proceeding except in connection with the enforcement of any such award by a court of competent jurisdiction.  The costs of arbitration, including legal fees and disbursements of the parties, shall be allocated by the arbitrator in the manner that the arbitrator, in his or her discretion, considers appropriate.  This section does not affect the rights of the parties to seek injunctive relief when appropriate to enforce their respective rights hereunder.

 

Training. DIT will provide basic training to the Client to enable them to maintain the project. Additional training may be offered in the way of referral to online tutorials, or purchased at an hourly rate if deemed beyond the norm.