Service Agreement

Last updated: April 29, 2025

1. Definitions
   1. A Service Agreement (“Agreement”) describes what is covered in the event that problems of various kinds are detected in a project.
   2. A “Project” refers to an agreed upon set of work and services the Consultant is providing the Client, can include design, marketing and website services.
2. Agreement
   1. The terms and conditions contained in this Agreement apply to all clients, unless otherwise agreed in writing. No other contractual conditions apply unless a specific written agreement has been produced. In case of ambiguity between these terms and conditions and the terms agreed upon in writing between the Consultant and the Client, these terms and conditions shall prevail.
   2. By providing a confirmation to begin the Project, the Client also agrees to the terms and conditions in this Agreement.
   3. This Agreement shall take effect once the Project commences until completion or until terminated.
   4. Either party may terminate this Agreement at any time by providing written notice to the other party.
   5. Upon termination of this Agreement, all unpaid fees for services completed prior to termination will become immediately due and payable.
   6. The Consultant reserves the right to change the terms and conditions of this Agreement by notifying clients.
3. Appointment and Services
   1. The Client appoints the Consultant to perform the services specified in the Project, and the Consultant agrees to provide such services under this Agreement.
   2. The Consultant shall provide the services in accordance with the Project, and any additional services agreed upon in writing by the parties.
   3. The Consultant shall perform the services with the highest degree of professionalism, and in accordance with applicable professional standards, laws, and regulations.
4. Communications, Briefs and Work Requests
   1. Email is the preferred method to ensure all communication and new work requests are documented. Where a work request is given verbally, the Client responsible for providing written confirmation of the work, unless otherwise stated.
   2. Missing information may cause delays and duplicate work (more hours). When submitting a new work request, the Client should provide a brief with clear instructions, in a single email, with share drive links or relevant attachments.
   3. In the event that the Consultant requires additional content or information from the Client to complete work, the Consultant will provide ample notice to the Client so as to have minimal impact upon the estimated delivery timeframe. Any delays due to missing requested content or information thereafter are not the responsibility of the Consultant. The Client should be aware that failure to provide all necessary information to complete a Project may affect previously determined deadlines.
5. Quotes, Estimates and Costs
   1. The Consultant will provide the Client with estimates upon request. These estimates will be as accurate as possible based on a set of initial concepts and revisions from client feedback. However, the final project amount may differ from the initial estimate. An informal estimate, as opposed to a quote, is useful when the actual project amount cannot be reasonably or accurately determined at the outset.
   2. Unless otherwise stated, estimates include one round of standard revisions from client feedback, and allows for minor edits afterwards. Any further standard revisions will incur a charge at the Consultant’s hourly rate. Standard revisions include, but are not limited to, changes affecting layout, imagery, content, colour. Minor edits are defined as corrections or adjustments to existing designs. Major revisions are significant changes that fundamentally alter the initial concept or outcome of a project and come with additional costs.
   3. Work performed beyond a Project estimate or quote, including a change in documented specifications, will be subject to additional charges which will be confirmed with the Client via email prior to the start of the additional work.
   4. Requests outside of the initial scope of work of a Project will incur additional charges. The Client will be advised of these additional charges at the time of the request by email prior to the commencement of the work.
   5. Expenses: Consultant will be reimbursed for licensed stock imagery, fonts, advertising budgets and other direct expenses necessary for the performance of the services to deliver a Project. Additional expenses will be raised with the Client for approval and supported by appropriate documentation.
   6. Advertising costs: actual advertising cost may vary based on the delivery of the ad platform. Where the estimate is provided based on a daily budget, it is calculated by multiplying the daily budget for the proposed timeframe, plus an additional 10%, and will be billed separately at the start of each month. Unused budgets or excess costs will be rolled into the next month’s billing with supporting documentation.
6. Ownership
   1. All work created by the Consultant in the process of performing the services will remain the property of the Client, where it can be used without any restrictions.
   2. The Consultant retains the right to use the work produced for promotional purposes, unless otherwise requested by the Client.
7. Confidential Information
   1. Both parties agree to maintain the confidentiality of all confidential information disclosed during the term of this Agreement, using at least the same degree of care as it uses to protect its own confidential information.
   2. The Consultant agrees to comply with all applicable data protection laws in relation to any personal data processed as part of the Services.
8. Third-Party Assignment
   1. Both parties agree not to assign any of the responsibilities in this Agreement to a third-party, unless consented to by both parties.
   2. The Consultant may require a third-party service or platform to carry out the work to completion, which have their own agreements. In these cases, the Consultant will inform the Client before proceeding, and both parties will work to the best of their abilities to adhere to the additional agreement. This can apply to work including, but not limited to, website domain registration and hosting, social media, and digital advertising.
9. Liability and Indemnification
   1. In no event will either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising out of or in connection with this Agreement, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not the party has been informed of the possibility of such damage.
   2. Notwithstanding any other provision of this Agreement, the maximum aggregate liability of the Consultant to the Client under this Agreement for all claims will not exceed the total amount of fees paid by the Client to the Consultant during the twelve months preceding the claim.
   3. Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party (the "Indemnified Party") and its officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Indemnifying Party's breach of this Agreement or negligence or willful misconduct.