Last changes made on June 6th 2015.
Unless the context otherwise requires, the following terms shall have the following meanings:
1.1 "Agreement" means these General Terms and Conditions as well as Contractor's Quotation to Client.
1.2 "Client" means the entity or person to whom the services are provided
1.3 "Party" means Begin with B Inc. or Client as the context requires; "Parties" mean Begin with B Inc. and Client.
1.4 "Contractor" means Begin with B Inc.
1.5 "Quotation" means Contractor's written quotation form or proposal or other document that lists the Services to be provided to Client by Contractor and the fees to be paid by Client for these services.
1.6 "Services" means any Contractor's services identified Contractor's Quotation
1.7 "Digital Media" means the integrality of the digital media used by the Contractor to provide the Services which include but are not limited to the following: third-party hosting server, Contractor's server, Contractor digital files, Contractor storage devices, Contractor hard drives, Contractor Memory Sticks, Contractor DVDs, Contractor CDs
2. ORDERS AND PERFORMANCE OF SERVICES
2.1 By requesting Contractor's services, Client voluntarily elects to enter into and be bound by the Agreement.
2.2 Prices and fees for Services shall be as specified in accordance with Contractor's Quotation that is current at the time an order is accepted from Client. Prices for services provided under an accepted Quotation may be changed by Contractor at any time with a reasonable written notice to Client.
2.3 The Parties agree that Contractor is an independent contractor, that nothing in this Agreement shall be construed as establishing or implying a relationship of master and servant between the Parties, or any joint venture or partnership between the Parties
3. PAYMENT AND INTEREST
3.1 For fees above Thousand Canadian Dollars (CDN$1,000.00) and except otherwise stated in the Contractor's Quotation and except for maintenance Services, Client shall make payment of 50% of the full amount before any Services can be provided. The remaining 50% shall be paid within thirty (30) days after receipt of the final invoice which is issued after completion of Services. All payments shall be made in the currency set forth on the Quotation.
3.2 For maintenance Services and except otherwise stated in the Contractor's Quotation payment of the full amount shall be made before any Services can be provided.
3.3 Client agrees that should any portion of an invoice be disputed, Client shall promptly pay the non-disputed portion. Within thirty (30) days of receipt of an invoice (the "Notification Period"), Client shall promptly notify Contractor of the reasons for disputing all or part of the invoice. Having due regard to all the facts, the Parties shall seek to reach agreement as to how much, if any, of such disputed amount should be paid. After the Notification Period the invoice shall be deemed to be accepted by the Client free of any claims related to the amount stated in it.
3.4 Prices do not include any local, state, provincial, federal or national sales, use, excise, personal property, value added, import/export, or other similar taxes or duties, which may be assessed in connection with the provision of the Services, and Client agrees to pay all such assessments. In the event Contractor must initially pay such assessments, Client agrees to reimburse Contractor within thirty (30) days after receipt of Contractor's invoice. Taxes based upon Contractor's income shall be the sole responsibility of Contractor.
3.5 In the event that Client cancels an order for Services, Client shall pay within thirty (30) days thereafter previously unbilled costs and expenses incurred by Contractor prior to receipt of notice of cancellation. No cancellation by Client will be accepted after the date of completion of the Services. All amounts paid by Client prior to notice of cancellation are non-refundable and are not subject to offset.
3.6 Contractor may charge interest at its sole discretion on any overdue amount owing by Client, from the day that amount is due until the day it is paid at the rate of five percent (5%) per month, regardless of whether Contractor has notified Client in advance of its intention to charge interest on that unpaid amount.
3.7 If Client does not pay any invoice amounts due hereunder within fifteen (15) days after receiving written notice from Contractor that an undisputed amount is past due, Contractor may, in addition to any other legal remedies it may have, refuse to continue to provide the Services to the Client until full payment has been made.
4.1 Client acknowledges that Contractor might subcontract the whole or any part of the Services at its sole discretion and without first receiving the consent of Client.
5.1 In the event that Client is not a non-resident of Canada for the purposes of Canadian income tax legislation, 5% of the full amount of the Services shall be added to Contractor's invoice for the purposes of Goods and Services Taxes ("GST"). In the event that Client is a non-resident of Canada for the purposes of Canadian tax legislation, no GST shall be added.
6. WARRANTY AND REPRESENTATION
6.1 Except as expressly stated herein, CONTRACTOR MAKES NO WARRANTIES NOR REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
7.1 Contractor, its directors, officers, contractors or agents shall not be liable to Client, any end user or any other person (except for physical injuries as a result of Contractor's negligence) for :
(i) Any damages or losses including, without limitation, property damage, loss of data, losses resulting from a third party's unauthorized access to data, loss of profit, loss of earnings, financial loss, loss of business opportunity, or any other damage or loss however caused, resulting directly or indirectly in connection with this Agreement, the Services, the third-party hosting company used by the Contractor, Contractor's Digital Media;
(ii) Defamation of copyright infringement that results from material transmitted or received over Contractor Digital Media; or
(iii) Infringements of patents arising from combining or using Client's own data, digital material or any other kind of material with the Contractor Digital Media.
(iv) Any hosting accounts being suspended due to a suspicion of hacking of this account. It is the responsbility of the Client to subscribe a maintenance plan with the Contractor or with any other third-party companies to keep Client's website up to date and secure.
8. INTELLECTUAL PROPERTY
8.1 Upon addition of a link to Contractor's website (www.beginwithb.com) at the bottom of the pages of Client's website (the "Link Addition") and final payment to Contractor for the Services, all ownership rights or title related to the programming code used for the Services will be transferred to Client. No transfer of ownership rights or title shall be deemed to have occurred prior to such payment and Link Addition.
8.2 Link Addition shall be for a minimum period of three (3) years from the first day on which Link Addition occurs (the "Minimum Period"), unless:
(i) substantial changes to Client's website have been made before the end of the Minimum Period; and
(ii) such substantial changes have not been made by Contractor.
8.3 In the case the Contractor needs to provide credentials to the Client for him to access portion of his website administration, these credentials will be provided only if full payment of the website amount has been received by the Contractor.
9. APPLICABLE LAW
9.1 This Agreement shall be governed by and interpreted in accordance with the laws of the province of Alberta.
10.1This Agreement shall not be assigned by any Party without the prior written consent of the other Party, which consent may not be unreasonably and arbitrarily withheld.
11. SURVIVAL OF OBLIGATIONS
Articles 4, 5 and 8 shall survive the termination of the Agreement. Tariffs, Dispute Resolution, Applicable Law, Liability and warranties
12. TERM AND TERMINATION
12.1 The term of this Agreement shall without further notice terminate on the date stated on the Quotation (the "Term") unless terminated earlier by:
(i) Contractor without cause and without payment of any penalty or damages upon providing fifteen (15) days' written notice to Client; or
(ii) Contractor by written notice to Client if Client has breached a material term of this Agreement and has failed to cure such breach to the reasonable satisfaction of Contractor after fifteen (15) days written notice thereof by Contractor to Client.
12.2 Notwithstanding any such termination, Client shall remain liable and shall pay Contractor all fees accrued hereunder prior to the date of termination, regardless of whether invoiced by Contractor or not.
13.1 Any modification or amendment to the Quotation shall be in writing, failing which such modification or amendment shall have no effect and shall be void.
14.1 Each Party has full power and authority to enter into, perform and execute this Agreement and acknowledges that it has read this Agreement, understands it and agrees to be bound by it. Each person signing this Agreement on behalf of a Party hereto has been properly authorized and empowered to enter into and execute this Agreement.
15. NO WAIVER
15.1 The failure of a Party to exercise any right, power or option or to enforce any remedy or to insist upon the strict compliance with the terms, conditions and covenants under this Agreement shall not constitute a waiver of the terms, conditions and covenants herein with respect to that or any other or subsequent breach thereof, nor a waiver by such Party at any time thereafter to require strict compliance by the other Party with all terms, conditions and covenants hereof.
16.1 Should any part of this Agreement be held invalid or unenforceable by a Court of competent jurisdiction, then it shall be severed from this Agreement, but that severance shall not affect the enforceability of any other provision of this Agreement, which will continue to the fullest extent permitted by law or equity.
17. PREVAILING TERMS
17.1 If there is any conflict or inconsistency between provisions of this Agreement, the provisions of the Contractor's Quotation to the Client shall prevail to the extent of the conflict.
18.1 This Agreement may be executed in counterpart and all executed counterparts together shall constitute one agreement. This Agreement shall not be binding upon any Party unless and until executed by all Parties.