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Dubsado Services PIF - Contract


DUBSADO SERVICE CONTRACT

By agreeing to this proposal as set forth by your signature herein, {{billing_company}} ("Client") confirms their commitment to adhere to these terms of service. These terms of service are legally binding and represent an agreement between you, Client, and {{brand.name}} ("Provider"). 

1.0 Scope of Work 

a. Dubsado Services and the options selected by Client in the Proposal will be considered the entire scope of work ("Scope of Work"), which the Provider agrees to perform at a current payment of {{order_total}}. Provider may decline, or charge additionally for work that Provider reasonably deems to be beyond this scope. The scope currently includes:

b. Client is responsible for supplying the content, imagery, and representations for the website. Provider may assist in gathering such assets and it's the Client's responsibility to secure permission, licensing, and all ownership rights of said assets (either directly or through the Provider). Provider may decline, or charge additionally for work, assets, or functionality that Provider reasonably deems to be beyond this Scope of Work. 

2.0 Ownership of the Work 

a. Provider hereby assigns to Client all right, title and interest in the work produced or developed under this agreement, including all patent, trade secret and trademark rights, and copyrights, except that Provider shall retain the right to use the work for self-promotion, such as in a portfolio or exhibit. This assignment is conditioned on Provider being paid the full amount owed under this agreement. 

b. Client warrants to Provider that it is the lawful owner of or has permission from the lawful owner to publish all intellectual property published on its branding and website that it has requested Provider to design. In the event that the Client, in allowing Provider to design/use/publish its website/branding/marketing breaches any law of but not limited to any State or Territory of the United States of America, Provider may terminate this agreement without prejudice to the rights of Provider to seek one or all of compensation, damages, and indemnities relating to liability incurred as a result of the client's aforementioned breaches. 

3.0 Confidential Information 

a. Any information supplied by one party to the other marked as "Confidential" must be used only for the purposes of this agreement and must not be disclosed to other parties without the discloser's written consent. This does not apply to information that is publicly available or that the recipient already properly knew, developed or received independently.

b. When the agreement terminates, Provider must return to Client any materials containing confidential information. Confidentiality obligations survive termination of this agreement. 

4.0 Payment 

a. Client will pay Provider the amount stated in the Proposal (in the amount of {{job.invoice | total}}), which includes up to 2 rounds of revisions for each item provided/designed, provided that such revisions do not exceed the Scope of Work above. The payment for the services rendered shall be remitted according to the following: 

  • Of Provider's fee, a 10% discount on the total invoice amount is available if Client chooses to pay in full upfront (Client should select this preference on the Proposal form). 
  • Client will reimburse Provider's reasonable expenses outside of or on top of the Scope of Work with prior approval from the
    Client before purchase/implementation. 
  • All invoices are due to be paid within 7 days of the invoice date, or as specified in the invoice. 
  • Any amount not received by its due date will collect interest at 2.5% per month or the legally allowable maximum if this amount exceeds it. 

5.0 Independent Contractor Relationship 

a. Provider is an independent contractor, not an employee or partner of Client. Provider is solely responsible for all taxes, withholdings, insurance, and any other obligations that may apply to an independent contractor. 

6.0 Limited Warranty 

a. PROVIDER WARRANTS THAT NO OBLIGATION TO A THIRD PARTY PROHIBITS PROVIDER FROM ENTERING INTO THIS AGREEMENT, AND THAT TO PROVIDER'S KNOWLEDGE/WORK PRODUCED UNDER THIS AGREEMENT WILL NOT VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. PROVIDER MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. By signing this agreement, Client acknowledges that Provider neither owns nor governs the actions of any search engine. Client also acknowledges that due to fluctuations in the relative competitiveness of some search terms, recurring changes in the search engine algorithms, and other competitive factors, it is impossible to guarantee number one rankings or consistent top ten rankings, or any other specific rankings for any particular search term. Client further acknowledges that Provider is not responsible for revenue generation, earning potential, or the like and is held harmless for lack of or decline in revenue for any such thing other than gross negligence or willful misconduct of Provider.

7.0 Limitation of Liability 

a. UNLESS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE AMOUNT OF PROVIDER'S TOTAL FEES UNDER THIS AGREEMENT. 

8.0 Termination 

a. If either party materially breaches this agreement, the non-breaching party may terminate the agreement only by providing written notice of the breach to the breaching party. The breaching party shall have 5 days to cure the breach in that time, the agreement shall terminate except with respect to those obligations that are noted herein as surviving termination. If the agreement terminates for any reason other than a material uncured breach by Provider, then Provider is immediately entitled: 

  • liquidated damages in the amount of 1/3 of the total project fee or daily billable rate for the remainder of the term, which the parties agree represents fair compensation for the harm Provider would suffer from termination 
  • The above payment obligation and any payment obligations pending at termination survive termination. 

b. Upon termination, any license Client has in the work provided is immediately revoked. 

9.0 Cancellation/Delay Policy 

a. As a professional services rm, Provider is committed to working with our clients to provide marketing consulting and services in a cooperative, relationship-based environment. Provider invests considerable effort and resources both directly and indirectly in understanding your business environment, required resources, and work culture. This knowledge is applied in assigning project resources to ensure successful execution of scheduled project activities. Provider asks that Client observes similar consideration to the assignment of its staffing and resources. In this environment, late notice cancellations or delays have a significant adverse business effect on both parties. For Provider such cancellations/delays have a direct impact on costs of operation and have a disruptive ripple effect on future schedules. This Cancellation/Delay policy is intended to assist in minimizing such disruptions and in defraying Provider's associated costs. Note that all days listed below are calendar days. 

10.0 Delay of Client request (Rush fee) 

a. Delays are defined as those items requested with less than 10 days' notice. Delay at the customer's request will incur a delay fee of all unrecoverable travel/preparation costs (i.e. airline/hotel penalties, etc.) plus a percentage of our daily billable rates (or fixed labor fee) of all scheduled resources in accordance with the following schedule and conditions: within one week (80%), within two weeks (60%). 

11.0 Cancellation of Services with Less Than 30 day's Notice 

a. Per the Software agreement, the full term of any Software contract will remain in force and does not apply for cancellation until the end of the terms. Refer to Software Agreement terms for details (if applicable). 

b. Cancellation of Provider's managed services at the customer's request with less than 30 days' notice for reason other than documented issues with Provider's performance will incur a cancellation fee of all unrecoverable travel/preparation costs (i.e. airline/ hotel penalties, etc.) plus 50% of our daily billable rates (or fixed labor fee) of all scheduled resources for the lesser of the following: 

  • The duration of the project; or 
  • Up to 30 days of services

If a cancellation occurs after delays, penalties paid during the delay period will be credited toward the cancellation penalties. 

12.0 Fair Use, Repudiatory Conduct, and Disputes 

a. Provider does not apply fixed limits to the amount of support it gives to its clients (notwithstanding revision limitations). The client understands that Provider must ensure it is able to provide quality service to all its clients, and that no clients should be disadvantaged by the behavior of others. The client agrees to be bound by Provider's Fair Use policy outlined in this section. 

b. The client agrees not to engage in excessive contact, which includes but is not limited to:

  • Repeatedly asking for assistance with matters outside Provider's control, responsibility, or remit, after Provider has advised the client that this is the case, including but not limited to: basic computer assistance, business advice outside the Scope of Work or other technical assistance not related to Provider's services. 
  • Repeatedly and unreasonably asking for assistance with matters with which Provider has previously provided training. Client agrees to endeavor to understand the training they are provided. 
  • Excessive phone calls or emails to the extent that it has a detrimental impact on Provider's ability to service other clients. 
  • Demands for assistance with non-urgent matters outside of Provider's support hours where urgency is determined at the sole discretion of Provider. 

a. If Provider determines that the client is engaging in excessive contact, it will provide written notice to the client of this determination, and the client agrees that Provider at its sole discretion may, as a result, undertake any or all of the following actions: 

  • Apply a restriction on contact time permitted with the client
  •  Invoice the client for all or a portion of time spent on the phone, responding to emails and support tickets, and any other undertakings required to service the client 
  • Suspend and/or terminate the client's provision of services, not before a third warning has been given. Warnings may not be given any more frequently than every seven days. 

b. Provider agrees that notices of excessive contact must be provided within 30 days of said excessive contact and the determination can only be made on the basis of activity within the 90 days preceding the date the notice is issued. 

c. Client agrees that any dispute it wishes to make to a notice of excessive contact must be provided in writing to Provider within 14 days of the issue of the notice. 

d. Both Client and Provider agree not to engage in repudiatory conduct, which includes but is not limited to: 

  • Abusive behavior towards staff, agents, partners, or directors of Provider, which includes threatening behavior and/or speech 
  • Defamation of staff, agents, Provider/Client, partners of Provider/Client, or directors of Provider/Client. 

e. Parties agree that in instances of repudiatory conduct, Either party is entitled to immediately terminate this agreement without prejudice to its rights to seek one or all of compensation, damages, or indemnities relating to the conduct. 

f. This Agreement may change from time to time. In the event that this Agreement changes, Provider shall advise the client in writing at least 60 days before the changes shall take effect. 

g. If Client asserts that any changes to this Agreement show unfair bias against the interests of the client in favor of Provider, the
client agrees to dispute the application of the changes in writing prior to the changes taking effect.

h. In the event of a dispute the client will either be provided with a written exemption from the specific changes within this Agreement that the client asserts to be unfair or if this is not possible the client may at its option terminate this Agreement by giving 30 days' notice to Provider whereupon Provider shall charge for services rendered up to the date of termination of this Agreement which is to be paid in full by the client on or before the date of the termination of this Agreement 

 

13.0 Acts of God/External Causes 

Cancellations or delays due to Acts of God or external causes (weather/terrorism/government acts) are not included in this policy. External causes do not include labor strikes, on-site accidents, shutdowns/equipment failures, illness, or other localized events. 

14.0 Miscellaneous 

a. This agreement is between Client and Provider, and neither is allowed to delegate, transfer or assign it to a third party without the written consent of the other. This is the parties' entire agreement on this matter, superseding all previous negotiations or agreements. It can only be changed by mutual written consent. 

b. Client shall appoint a single point of contact who has the authority to provide feedback and make decisions on behalf of {{client.company.name}}. This person shall receive all communications and coordinate responses to questions on behalf of the client with respect to each of the major functions performed by the Provider. 

b. The laws of the state of North Carolina govern this agreement and any disputes arising from it must be handled exclusively in courts in that state. The prevailing party in any dispute will be entitled to recover reasonable costs and attorney's fees. 

Signing a copy of this agreement physical or electronic will have the same effect as signing an original. 

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Signed by Nicole Johnson
Signed On: October 11, 2020

Signature Certificate
Document name: Dubsado Services PIF - Contract
lock iconUnique Document ID: 545979d6de331e1cf636940a6cc6b9cfdca7e4c7
Timestamp Audit
October 11, 2020 8:02 pm EDTDubsado Services PIF - Contract Uploaded by Nicole Johnson - [email protected] IP 2606:a000:121c:41a2:1d8d:5cad:e252:c5d0