TERMS & CONDITIONS

In the event of a conflict in the provisions of any products or services by Gabriel Press & Relationships (Gabriel PR) and the provisions set forth in these Terms & Conditions, the provisions of such terms shall govern.

Services. Gabriel PR (Agency) agrees to perform for Client the services listed in the related Estimate, herein after referred to as “Estimate” and executed by both Client and Agency. Such services are hereinafter referred to as “Services.” Client agrees that Agency shall have ready access to Client’s staff and resources as necessary to perform the Agency’s services provided for by the Estimate.

Rate of Payment for Services. Client agrees to pay Agency for Services in accordance with the schedule contained in the Estimate and executed by both Client and Agency.

Invoicing. Client shall pay the amounts agreed to in the Estimate upon receipt of invoices, which shall be sent by Agency, and Client shall pay the amount of such invoices to Agency. Late payments are subject to a $45 late payment fee.

Confidential Information. Each party hereto (“Such Party”) shall hold in trust for the other party hereto (“Such Other Party”), and shall not disclose to any non-party to the Agreement, any confidential information of such Other Party. Confidential information is information which relates to Such Other Party’s research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.

Agency hereby acknowledges that during the performance of this contract, the Agency may learn or receive confidential Client information and therefore Agency hereby confirms that all such information relating to the client’s business will be kept confidential by the Agency, except to the extent that such information is required to be divulged to the Agency’s clerical or support staff or associates in order to enable Agency to perform Agency’s contract obligation.

Staff. Agency is an independent contractor and neither Agency nor Agency’s staff is or shall be deemed to be employed by Client. Client is hereby contracting with Agency for the services described in the Estimate and Agency reserves the right to determine the method, manner and mean by which the services will be performed. Agency is not required to perform the services during a fixed hourly or daily time and if the services are performed at the Client’s premises, then Agency time spent at the premises is to be at the discretion of the Agency; subject to the Client’s normal business hours and security requirements. Agency hereby confirms to Client that Client will not be required to furnish or provide any training to Agent to enable Agent to perform services required hereunder. The services shall be performed by Agent or Agency’s staff, and Client shall not be required to hire, supervise or pay any assistants to help Agent perform the services under this agreement. Agency shall not be required to devote Agency’s full time nor the full time of Agency’s staff to the performance of the services required hereunder, and it is acknowledged that Agency has other Clients and Agency offers services to the general public. The order or sequence in which the work is to be performed shall be under the control of Agency. Except to the extent that the Agency’s work must be performed on or with Client’s computers or Client’s existing software, all materials used in providing the services shall be provided by Agency.

Termination of Services. Agency’s services hereunder cannot be terminated or cancelled short of completion of the services agreed upon except for Agency’s failure to perform the contract’s specification as required hereunder and conversely, subject to Client’s obligation to make full and timely payment(s) for Agency’s services as set forth in the Estimate, Agency shall be obligated to complete the services agreed upon and shall be liable for non-performance of the services to the extent and as provided under Disputes.

Disputes. Any disputes that arise between the parties with respect to the performance of this contract shall be submitted to binding arbitration by the local Ontario arbitrator to be determined and resolved by said arbitrator under its rules and procedures in effect at the time of submission and the parties hereby agree to share equally in the costs of said arbitration.

The final arbitration decision shall be enforceable through the courts of the province of Agency’s address [25 Sheppard Ave. West, Suite 300, Toronto, ON M2N 6S6]. In the event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as binding and enforceable as if this section were not a part hereof.

Insurance. Client shall not provide any insurance coverage of any kind for Agency or Agency’s staff, and Client will not withhold any amount that would normally be withheld from an employee’s pay. Agency shall take appropriate measures to insure that Agency’s staff is competent and that they do not breach our Confidential Information terms.

Each of the parties hereto agrees that, while performing Services under these Terms & Conditions, and for a period of six (6) months following the termination of Services, neither party will, except with the other party’s written approval, solicit or offer employment to the other party’s employees or staff engaged in any efforts under these Terms & Conditions.

Use of Work Product. Except as specifically set forth in writing and signed by both Client and Agency, Agency shall have all copyright and patent rights with respect to all materials developed under these Terms & Conditions and Client is hereby granted a non-exclusive license to use and employ such materials within the Client’s business.

Client Representative. Client is allowed to assign an individual to represent the Client during the performance of this contract with respect to the services and deliverables as defined in the Estimate and has authority to execute written modifications or additions to the Services as defined under Additional Work.

Additional Work. After receipt of an order, which adds to the Services, Agency may, at its discretion, take reasonable action and expend reasonable amounts of time and money based on such order. Client agrees to pay Agency for such action and expenditure as will be set forth in an appending Estimate and fall under these Terms & Conditions for payments related to Services.

Taxes. Any and all taxes, except income taxes, imposed or assessed by reason of delivering Services under these terms, including but not limited to sales or use taxes, shall be paid by the Client. Agency shall be responsible for any taxes or penalties assessed by reason of any claims that Agency is an employee of Client and Client and Agency specifically agree that Agency is not an employee of Client.

LIMITED WARRANTY

Liability. Agency warrants to Client that the material, analysis, data, programs and services to be delivered or rendered hereunder, will be of the kind and quality designated and will be performed by qualified personnel. Special requirements for format or standards to be followed shall be attached as an additional Estimate and executed by both Client and Agency. Agency makes no other warranties, whether written, oral or implied, including without limitation, warranty of fitness for purpose or merchantability. In no event shall Agency be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to Agency in advance or could have been reasonably foreseen by Agency, and in the event this limitation of damages is held unenforceable then the parties agree that by reason of the difficulty in foreseeing possible damages all liability to Client shall be limited to One Hundred Dollars ($100.00) as liquidated damages and not as a penalty.

Complete Agreement. These Terms & Conditions contain the entire agreement between Client and Agency with respect to the matters covered herein. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of Agency by any of its employees or agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Client acknowledges that it is entering into this agreement solely on the basis of the representations contained herein.

Applicable Law. Agency shall comply with all applicable laws in performing Services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made in the Estimate. This Agreement shall be construed in accordance with the laws of the Province indicated by the Agency’s address [25 Sheppard Ave. West, Suite 300, Toronto, ON M2N 6S6].

Scope of Agreement. If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.

Notices. Notices will be sent to Client via the ‘Bill To’ address that appears on the Estimate. Client is required to furnish full contact details including: Name, Title, Address, Telephone Number and email (if applicable)

Notices to Agency should be sent to Attn: Ms. Sandra Gabriel, PR Consultant, Gabriel Press & Relationships, 25 Sheppard Ave. West, Suite 300, Toronto, ON CANADA M2N 6S6

Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto.

IN WITNESS WHEREOF, the Client & Agency agree to the above stated Terms & Conditions as of the date that first payment is received. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE ENFORCED BY EITHER PARTY.

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