Client Terms and Conditions

  Sarid Layton o/a SEVENmarketing (“SEVEN” and the “Company”) is a provider of services that include graphic design, social media, search engine optimization, website design and development, and website hosting and domain name services, amongst other services. The Terms define below set out the Conditions under which SEVEN will provide Services to the Client. SEVEN reserves the right to change, edit, add, or in other ways alter these Terms and Conditions with due notice.   1.0 Services   SEVEN shall provide services pursuant to 1) a Statement(s) of Work (“SOW”); or 2) an Invoice that is agreed upon and executed by SEVEN and the Client and that will set forth the detailed description of the work deliverables and compensation for each project. Each SOW and/or invoice shall be issued in accordance with these Terms and Conditions. If the Client wishes to alter or expand the scope of the Services to be performed or requests that Services not covered under a previously executed SOW, SEVEN and the Client (separately referred to as a “Party” and collectively referred to as the “Parties”) will revise and execute a new SOW prior to SEVEN's commencement of the expanded or new Services, or document such in writing, with both Parties agreeing to the requested Changes of Scope.   SEVEN will use reasonable endeavours to provide the Services in accordance with an agreed-upon timescale. Still, they will not be liable to the Client when, despite these reasonable endeavours, the Company fails to meet (any part of) the timescale. To clarify, such reasonable endeavours shall entail SEVEN's balancing its contractual obligations to the Client with its commercial interests, i.e., taking a reasonable course of action to achieve the objective(s) stated in an SOW and/or Invoice.   SEVEN reserves the right to improve, correct, modify, or substitute any of the Services at any time, including substituting Software and Equipment with Software and Equipment that is as good, if not better, when the Company considers this necessary for improving the client experience or enhancing the work’s reliability, to achieve the desired outcome.   2.0 Payment   SEVEN will not start the agreed-upon work until payment has been made in full, with no holds. With respect to payments, the following apply:   a. Payment terms will be listed in each SOW and/or Invoice. b. All funds are in Canadian dollars. c. Prices listed in the SOW are solely for the services and products listed under the “Deliverable(s)” description of the SOW and/or Invoice. d. The project costing in each SOW is based on the Company’s expectation that the project will be delivered in its entirety. e. Acceptable payment methods include cash, electronic transfer, company cheque, certified personal cheque, and valid credit card. f. Any charges incurred by SEVEN related to a lack of sufficient funds in the Client’s account (“NSF”) will be reimbursed by the Client. g. Where applicable, Payments that are made using a credit card are subject to a 7% fee. h. Where applicable, Payments that are over thirty (30) days overdue may result in revoked support of services or a shutdown of all Services. At SEVEN's discretion, a Letter of Termination may be provided to the Client with thirty (30) days’ notice before any services are revoked. o. If the Client requires SEVEN staff members to travel to the Client’s site, all travel expenses will be invoiced to the Client at cost. Time may be invoiced to the Client at a rate of $150.00 + HST per hour per person. p. If the Client requires SEVEN to courier items to the Client, courier costs incurred on behalf of the Client will be invoiced to the Client.   3.0 Use of Materials Created   a. Upon receipt of final payment by SEVEN, the Client will have the right of unrestricted use of any intellectual property, materials, code, and artwork created for the Client under the SOW. b. The Client warrants that all content, including verbiage, graphics, images, videos, drawings, downloads, pictures, artwork, iconography, and fonts provided by the Client is owned by the Client or that the Client has secured the appropriate permissions from the Owner to use such content. c. SEVEN warrants that all artwork, code, and materials developed are based on convention industry standards and best practices. d. SEVEN reserves the right to include a design signature on websites and use samples of work (logos, websites, and other graphic designs they have created) for use in marketing and reference materials, tradeshows, and portfolios. f. Authority of Use: i. Where applicable, the Client warrants that all attendees of any Training provided by SEVEN have agreed to use their personal social media accounts for learning activities. SEVEN warrants that all training activities requiring the posting of content will be suitable and appropriate content that will uphold SEVEN's professional standards. The Client acknowledges that training hours and periods are determined by limits set in the SOW. ii. Social Media accounts owned by the Client, or accounts for which the Client has been granted the appropriate permissions, may be used for demonstrations with Authority where the Client approves content changes and postings in advance. iii. Where applicable, SEVEN will use the best available resources for a project based on the Company’s expertise and subject to the timelines and industry standards as to when the project is being developed. This may include the use of royalty-free images, open-source code, one-time downloads, and other usage the Company deems appropriate for the project. SEVEN will notify the Client accordingly when images or codes are used with restricted rights.   4.0 Confidential Information   All information and design concepts discussed between the Parties remain confidential and cannot be released by either the Client or SEVEN without written consent from the other Party.   “Confidential Information” is defined as all information concerning SEVEN and its employees, the Client and its employees, Clients and vendors, including designs, drawings, specifications, models, software, customer lists, business plans, marketing plans, product development information, brand strategies, strategies for new products, financial information, pricing strategies, business strategies, research techniques, Client or prospective Client information, source codes, object codes, training content and materials, trade secrets, and quality assurance processes and materials that are not known to the general public. As a rule, the Parties shall assume that any information they become privy to or aware of during their collaboration, including information concerning any of the Parties’ employees, clients, and customers, and information that may come up in conversations that the Parties and their employees may be part of or overhear, is confidential. SEVEN and the Client agree to the following: • hold the Confidential Information in confidence • take reasonable precautions to protect such Confidential Information • not divulge any such Confidential Information to any unauthorized person, and • not make use whatsoever, at any time, of such Confidential Information except as required to fulfill the required services of an SOW and/or Invoice. Both parties shall, at all times, whether during or subsequent to the terms and conditions of SEVEN, maintain the confidentiality of such information and shall not disclose any such information, directly or indirectly, to any other person without the prior written consent of the other Party. SEVEN reserves the right to use industry-standard cloud-based software, i.e., Salesforce, Wrike, and Basecamp, that may contain confidential information. SEVEN will proactively endeavour to ensure all information remains confidential. SEVEN and the Client agree to not disclose or transfer the other Party’s personal data to third parties for marketing purposes without that Party’s prior written consent. 5.0 Changes to SOWs a. The Client agrees that additional fees may apply if the Client requests major changes1 or products that are not outlined in the SOW, b. Late deliveries of materials from the Client required for the project will impact critical path timelines. This includes copy, artwork, feedback, and sign-off. c. Unless specified otherwise, each deliverable includes one (1) minor revision*. The Client requested revisions exceeding the included number and will be invoiced hourly at SEVEN's standard hourly rate of $150+HST per hour. g. Where applicable, third parties make changes to their systems and/or Application Programming Interfaces (APIs) that may impact the Client’s website but are outside of SEVEN's control. As a result, any resulting changes required of SEVEN are outside the scope of the SOW and, therefore, billable. This includes social media systems, Application Program Interfaces (APIs), Really Simple Syndication (RSS newsfeeds), device operating systems, and browser versions. * “Minor Revisions” include requests made for deliverables of services that do not require a significant reallocation of SEVEN resources, with the determination to be made based on SEVEN's professional interpretation of deliverables. 6.0 Excused and Delayed Performance/Force Majeure SEVEN shall not be responsible or liable for any failure or delay in the performance of its obligations under an SOW and/or Invoice arising out of or caused by, directly or indirectly, unforeseeable and unpredictable events or forces beyond its control, including natural disasters, government orders or laws, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, epidemics and pandemics, and loss or malfunctions of utilities; it being understood that SEVEN shall use reasonable endeavours to resume performance as soon as practicable under the circumstances. 7.0 Interpretation of Scope If the Parties are in conflict about the scope of a project, SEVEN's professional interpretation of deliverables, as outlined in the SOW and/or Invoice, shall prevail and serve as the basis on which the work was quoted and, therefore, serve as the basis of what will be delivered and billed. 8.0 Ghosting If the Client fails to communicate with SEVEN on a project for a period of at least thirty (30) days, despite SEVEN's attempts to connect by phone or email, SEVEN will deem the project to be on hold. Any payments made by the Client and being held in trust by SEVEN will be forfeited after three (3) months. Any previously agreed timeframes or deadlines will be null and void and need to be reassessed upon resumption of communication by the Client. 9.0 Terms of Use In acknowledgment of SEVEN's Termination Policy, the Client warrants that any product or service delivered by SEVEN will be used in compliance with legal requirements. This includes the Client warranting that any third-party content licensed by SEVEN for the Client’s project will only be used for the project. It is the sole responsibility of the Client to monitor and assess compliance as well as the quality, adequacy, accuracy, completeness, currency, validity, and usefulness of opinions, advice, services, and other information provided on the website or social media. 10.0 Termination When SEVEN and a Client enter into an agreement to deliver a project or provision of Services by SEVEN, and the Client or SEVEN decides to terminate the Agreement, the Client will owe payment as per the provisions and notice periods below. a. Project SOW: either party may terminate a Project SOW by giving the other Party thirty (30) days written notice. If the Client initiates the termination, the Client will pay SEVEN for work undertaken and expenses incurred (or any outstanding SOW) up to and including the last day of the 30-day notice period. b. Recurring Services SOW: Recurring Services SOWs may be terminated by either Party by giving the other Party the following notice: i. Recurring annual Hosting services require a minimum of thirty (30) days' written notice. ii. Recurring Marketing Service Retainer requires ninety (90) days written notice and the payment by the Client to SEVEN for work undertaken and expenses incurred by SEVEN, up to and including the last day of the 90-day notice period. c. Upon termination of an SOW for any reason, SEVEN reserves the right to collect payment for revenues earned up to that point, based on time allocated to the project, which represents a cost that SEVEN will already have incurred. This includes deliverables listed in SOWs, consultation, internal meetings, project management, accounting, administration, and correspondence and meetings with the Client. d. Where applicable for recurring services, if the Client terminates the SOW without honouring the notice period agreed upon within the SOW, SEVEN reserves the right to collect outstanding amounts owing up to and including the last day of the applicable notice period, and no additional amounts will owe. e. If SEVEN terminates an SOW prior to the completion of a project, all fully paid intellectual property, materials, code, and/or artwork will be made available to the Client at no charge. g. Where applicable, SEVEN and the Client understand and agree that if an SOW is terminated, the Client may need to release sufficient information to enable SEVEN to transfer the website to another party. Backups of all intellectual property, materials, code, and artwork may be provided for a fee, conditional on the Client’s account being current. h. Upon termination of the entire SOW and receipt by the Client of all required properties, SEVEN reserves the right to delete all installed intellectual property, materials, code, and artwork from its systems. i. SEVEN reserves the right to destroy all project-related collateral upon completion of the project or within thirty (30) days of the project going live or being delivered to the Client. j. SEVEN is obligated to take all reasonable precautions to protect the health and safety of its employees and provide them with a safe, healthy, and respectful work environment. Therefore, SEVEN reserves the right to end the business relationship with the Client without notice when, for example, the Client subjects SEVEN employees to harassment or abuse. In such cases, the Client will owe payment for work undertaken and expenses incurred by SEVEN up to and including the day of termination and for the cost that SEVEN incurred based on time and resources allocated to the project. 11.0 Limitation of Liability, Indemnification, Governing Laws, Notices Limitation of Liability: Upon completion of the SOW, SEVEN shall not be liable to the Client for any compensation, reimbursement, or damages for any loss of anticipated sales or profit or for any other loss whatsoever. Indemnification: The Client agrees to defend and indemnify SEVEN against and hold SEVEN harmless from any claims, demands, judgments, causes of action and all liabilities, damages, and expenses resulting therein, including personal injury, property damage, third-party claims against SEVEN related to the Client’s use of the website, digital assets, and associated applications. Where applicable, the Client further agrees to indemnify SEVEN against all judgments from third-party use of the website. Governing Laws: The Terms and Conditions shall be interpreted and construed according to and governed by the laws of Ontario, Canada. The federal or provincial courts located in York Region, Ontario, Canada, shall have jurisdiction to hear any dispute under these Terms and Conditions. Notices: Any notices required or permitted to be given under the provision of an SOW shall be in writing and shall be sent by personal delivery or registered mail. Any notices to SEVEN shall be addressed to the attention of Sarid Layton, and any notice to the Client shall be addressed to the attention of the Signing Authority of the Client, as identified on the SOW. No notice shall be effective unless it is properly delivered at the location and given in accordance with the foregoing provisions. 12.0 Surviving Sections, Waiver, Notices The sections titled “Ownership,” “Confidential Information,” and “Indemnification” in these Terms and Conditions set forth independent covenants that survive the expiration or termination of an SOW and that remain in full force and effect. The failure of either Party to these Terms and Conditions to enforce or to require strict compliance or performance by the other Party for any provisions of the SOW shall not constitute a failure of such provisions. It shall not affect or impair the Parties' rights to enforce these SOW provisions. In other words, failure by one Party to enforce one clause or part of the SOW does not render other parts of the SOW unenforceable. These Terms & Conditions may be amended from time to time at the discretion of SEVEN.   Last updated: December 1, 2022