Terms of Service
These Terms of Service are made effective the date of signing between the “Client”, and Above the Fold Online Marketing Services Inc. (Above the Fold) of #7-1855 Scarth St, Regina, SK S4P 2G9.
Description of Services
Beginning on the date of signing, Above the Fold will provide to the Client the services described in (collectively, the “Services”), as amended from time to time. Above the Fold will perform services at Above the Fold facilities at various times and for various durations as directed by the Client.
Invoices and Payment
The Client is responsible for payment of all services performed on the Client’s behalf by Above the Fold. Payment shall be made to Above the Fold electronically: via credit card, e-transfer or direct deposit. The Client agrees to pay the sum owing within 5 days of the execution of this agreement, and the remainder according to the payment terms.
- Is valid for 90 days from the proposal.
- Website design pricing includes 3 rounds of revisions.
- One-page websites cannot exceed eight (8) sections.
- Additional changes will be charged at $125/hr + GST.
- Final project payment is due prior to the site “go live.”
- Services commence no later than ten (10) days after the first invoice is paid;
- Services continue up to ten (10) days after the anniversary of payment;
- Payment not received on time may result in a service disruption;
- Service provision will not be extended for overdue payments.
- Invoices are due upon receipt;
- Delay of payment may result in the service disconnection, disruption, or removal of service.
- Monthly website care & security change requests will be made within 72 business hours. If this timeframe can not be met due to work volume, holidays, or staff availability, the Client will be advised.
- If the Client wishes to terminate monthly recurring services, a 30-day notice is required.
- Annual invoices automatically renew and are due 30 days prior to expiry. IE Due Jan 15 for Feb 15 expiry.
The Client will also reimburse any expenses incurred by Above the Fold on behalf of the Client, however, such expenses shall be approved in writing by the Client prior to the time they are incurred.
Additional charges will be clearly stated and charged. If the bill is not paid before the due date, a late fee in the amount of $10.00 or two percent (2%) of the unpaid balance, whichever is greater, will be applied to the Client's account.
The Client agrees to pay all costs of collection, including without limitation, reasonable legal fees. In addition to any other right or remedy provided by law, if the Client fails to pay for the Services when due. Above the Fold has the option to treat such failure to pay as a material breach of the terms of the agreement, and may cancel this agreement and/or seek legal remedies.
BarterPay projects are subject to availability and the following payment terms.
- The client agrees to reimburse Above the Fold for any expenses incurred on behalf of the Client. Whenever possible, the Client will be advised of these costs in advance of the purchase. Costs incurred include, but are not limited to, domain purchase, hosting, ssl certificates and email hosting.
- Website design, ads management, social media marketing and seo services will be billed 50% BarterPay and 50% cash.
Project Term and Timeframes
- A schedule will be identified at the beginning of the project.
- If delays are encountered on the Client’s part, Above the Fold will reschedule the project as quickly as possible and new timeframes will be provided to the Client;
- Projects that have commenced and are delayed more than three (3) months will result in the delivery of the final invoice. Work products will be retained for an additional three (3) months before being archived. Work products will be returned to the Client when all invoices are paid in full.
- Projects for restart are subject to a restart fee of $750 and Above the Fold availability.
This agreement will terminate automatically upon completion of the Services as described.
Termination for Convenience
Either party may terminate this agreement at any time and for any reason on 30 days of prior written notice to the other party. If the Client terminates the Agreement under this section, Above the Fold shall complete any work assigned or scheduled during the notice period in accordance with the Terms of Service.
Above the Fold, and it’s employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Above the Fold, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. Above the Fold and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this agreement. Any oral or written waiver by the Client of these confidentiality obligations which allows Above the Fold to disclose the Client’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. Upon termination of this agreement, Above the Fold will return to the Client all records, notes, documentation and other items that were used, created, or controlled by Above the Fold during the term of this agreement.
Above the Fold acknowledges that the services rendered under this agreement shall be solely as an independent contractor. Above the Fold shall not enter into any contract or commitment on behalf of Client. Above the Fold further acknowledges that it is not considered an affiliate or subsidiary of Client, and is not entitled to any Client employment rights or benefits. It is expressly understood that this undertaking is not a joint venture.
The occurrence of any of the following shall constitute a material default under this agreement:
- The failure to make a required payment when due.
- The insolvency or bankruptcy of either party.
- The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
- The failure to make available or deliver the Services in the time and manner provided for in this agreement.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 10 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the defaults(s) within such time period shall result in the automatic termination of this agreement.
If the performance of this agreement or any obligation under the terms is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm, or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages, or other labour disputes, or supplier and service provider failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
If a dispute arises out of, or in connection with this agreement, the parties agree to meet to pursue resolution through negotiation or other appropriate dispute resolution process before resorting to litigation. All information exchanged during this meeting or any subsequent dispute resolution process, shall be regarded as “without prejudice” communications for the purpose of settlement negotiations and shall be treated as confidential by the parties and their representatives unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during the dispute resolution process.
Neither party shall assign this Agreement unless consented to in writing by both parties.
This Agreement constitutes the entire Agreement and understanding between the parties and supersedes all prior agreements and understandings with respect to the Agreement whether written or oral. No modification or claimed waiver of any of the provisions hereof shall be valid unless in writing and signed by authorized representatives of the party against whom such modification or waiver is sought to be enforced.
No waiver, by either party, whether express or implied, of any provision of this Agreement, or of any breach or default of either party, shall constitute a continuing waiver of such provisions or a waiver of any other provisions of this Agreement.
This agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
This Agreement will be governed by and shall be construed in accordance with the laws of the Province of Saskatchewan, Canada.
Last updated November 1, 2020