1. Terms

The Terms of this Agreement shall be from the Effective Date of Proposal Acceptance and continued until project completion. Support for this project is guaranteed for up to 14 days after project completion date. Any tutorials, revisions, etc requested after this timeframe will be subject to contractor's hourly rate.

Services: Contractor shall provide Client with the selected services on a one-time basis (known as “Services” in this Agreement)

2. Cost, Fees and Payment

Cost:
a. The total cost ("Total Cost") for all Services plus any applicable taxes or disbursements, and is due in full before final service assets are handed over to Client.
b. Client may not change payment dates after proposal and contract are completed. Even if the project date changes, the client is still responsible for making their payments in the above schedule.
c. The Client must assume that all additions, alterations, revisions, changes in content, layout or process changes requested by the client, after the allocated revision phase, will alter the time and cost of the project.

Fees: Contractor’s hourly rate is $150.00 per each hour spent on Client’s Services over the allotted amount of time purchased.

Expenses: Any expenses incurred by Contractor while providing Client with Services will be invoiced to Client in a timely manner. Client is responsible for paying for and delivering any third-party software licenses, filing fees, font licensing, plugins, web hosting, membership fees, disbursements, or other costs incidental to Contractor’s Services or products Client wishes Contractor to utilise. At the Contractor’s discretion, Contractor will make reasonable efforts to integrate Client’s suggested software or products.

Late Fees: If Contractor does not receive payment from Client within fourteen calendar days of any payment date, then Client will be charged a late fee of 1.5% of the outstanding amount per each day that Contractor does not receive payment. If Contractor has made reasonable attempts to notify Client of Client’s outstanding balance, and Client’s balance remains unpaid or partially paid, then Contractor reserves the right to send Client to collections for any and all outstanding payments. Client agrees to pay for all Contractor’s reasonable collections and legal costs encountered while attempting to collect against Client.

● For example, Client owes Contractor $1000 due on April 1 and fails to pay by April 14th. On April 15th, Client owes Contractor $1015. On April 16th, Client owes Contractor $1030.23. On April 17th, Client owes Contractor $1045.68, and so on.

Refund Policy: Contractor does not offer refunds. Client agrees to pay the total amount stated on invoice, no matter the circumstance.

Schedule: Contractor shall deliver Services in a reasonable amount of time. Client must respond to any Contractor communication within 7 calendar days from the time Contractor sends the communication. If Client fails to respond to Contractor within 7 calendar days for feedback or any other Contractor request(s), it is within the Contractor’s discretion to delay or cancel a Client’s Services. If Services are delayed due to lack of response, Client agrees to pay a fee of 10% of the total invoice in order to restart the Services.

Calls: Every project includes an onboarding and offboarding call. Any additional calls that are requested by Client which take place during or after the project timeline will be billed at our hourly rate.

Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (known as “Confidential Information” in this Agreement) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, systems, sequences, processes or steps shared with Client and the terms and provisions of this Agreement.

Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.

Contractor also agrees to protect “Client’s Confidential Information,” which may include, but is not limited to:
Login Information;
Payment Information;
and Client Privacy.

This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third-party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third-party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

Testimonials: From time to time, Bloom Your Biz, may use general statements about Client’s success as social proof and part of its marketing strategy. By signing this Agreement, Client agrees to Contractor sharing Client’s success stories as testimonials on Contractor’s website and/or social media.

Relationship of the Parties: This Agreement constitutes a contract for the provision of services and not a contract of employment. Accordingly, the Contractor shall be fully responsible for and in respect of the Contractor’s income tax and National Insurance and social security contributions or that of its employees or consultants and any other liability payroll or payroll tax assessment or claim arising from or made in connection with the performance by the Contractor of its obligations hereunder. In addition to the foregoing, this Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided herein. For the avoidance of doubt, Contractor has the right to hire assistants, subcontractors or employees to provide Client with its Services; and Contractor has the sole right to control and direct the means, manner and method by which the Services in this Agreement are performed.


4. Intellectual Property

This Project, content, and products contain intellectual property owned by Bloom Your Biz. This Agreement is intellectual property owned by Bloom Your Biz. Other examples of intellectual property within our business and Services include, but are not limited to: trademarks, service marks, layout, logos, business name, design, text, written copy, certain images, podcast recordings, videos, audio files, and all of our paid products (collectively referred to as “Intellectual Property”). You shall not copy, publish, transmit, transfer, sell, create derivative works from, reproduce, or in any way exploit any of the Intellectual Property owned by Bloom Your Biz, described within this Section in either whole or part without prior written consent.

Copyright: Contractor retains the ownership of its copyright in any and all work pursuant to federal copyright law (Copyright Act (R.S.C., 1985, c. C-42). Any and all work produced in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Contractor. Contractor grants to Client a non-transferable, non-exclusive, royalty-free license of work produced with and for Client for the specific purpose of this project. Any unauthorized use of the design, such as using the design for other purposes than those specified in this Agreement, will result in additional fees and/or royalty payments to Contractor. Parties own their respective trademarks and intellectual property used in the normal and separate course of their business and agree not to infringe upon or otherwise use each other’s respective intellectual property except for in the course of providing Client with its Services.

Contractor retains the right to use artwork and final products as samples of services for marketing or Contractor’s other business development needs.

Client guarantees it owns all intellectual property it provides to Contractor, such as text, images, artwork, and designs, or Client guarantees it has permission to use any intellectual property it provides to Contractor. Client agrees to indemnify and hold harmless Contractor, and its subcontractors and assignees, from any intellectual property infringement claims regarding any and all materials Client provides to Contractor.

Ownership/ Intellectual Property/ Undertaking: All plans, strategies, specifications, and other works created by Contractor are property of Bloom Your Biz throughout the duration of the project, unless otherwise specified in your unique project scope. Once the project is completed and final invoices have been paid in full, property, as specified in your unique project scope, becomes the property of the Client, to be used as laid out in your unique project scope. Following the project completion, the Client consents to, and Contractor reserves the right to share the works created by Bloom Your Biz within this project for promotional and portfolio purposes unless otherwise agreed upon in the unique project scope. The Client agrees and undertakes not to alter, crop, filter, re-colour, re-touch or otherwise alter the integrity of the works provided by the Contractor to the Client. The Client agrees not to duplicate or redistribute templates, resources, or other works created by Contractor without Contractor's express consent.

Trademark Ownership: Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party.

Style Release: Client has spent a satisfactory amount of time reviewing Contractor’s work and has a reasonable expectation that Contractor’s Services will produce a reasonably similar outcome and result for Client. Contractor will use reasonable efforts to ensure Client’s Services are carried out in a style and manner consistent with Contractor’s current portfolio and services, and Contractor will try to incorporate any suggestions Client makes. However, Client understands and agrees that:

● Every client and final delivery is different, with different tastes, budgets, and needs.
● Contractor will use his/her personal judgement to create favourable results for Client, which may not include strict adherence to Client’s suggestions.
● Dissatisfaction with the Contractor's independent judgement or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.

Limit of Liability: Client agrees that the maximum amount of damages s/he is entitled to in any claim of or relating to this Agreement or Services provided in this Agreement are not to exceed Contractor’s Total Cost of Services as set forth in this Agreement. All brand design, website design and graphic design projects include two rounds of revisions. Requested revisions beyond the two included rounds will be charged at our current design rates.

Indemnification: Contractor, from time to time, provides consulting as part of their Services. Client hereby acknowledges that neither Contractor nor Bloom Your Biz, is liable for any injuries that may arise from Client’s personal decisions based off of his/her participation in this project, including but not limited to: a decision to start a business, any of Client’s business decisions, or any of Client’s financial decisions. Client agrees to indemnify and hold harmless Contractor and its employees, agents, and independent contractors for any injury, property damage, liability, claim, or other cause of action arising out of or related to Services provided in this Agreement.

Client Responsibilities: Client agrees that the accuracy of information supplied to Contractor is the sole responsibility of Client, and that Contractor is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information provided by Client. Client assumes full responsibility for final deliverable(s) provided, final proofing and accuracy.

Assumption of Risk: Client and related parties/participants expressly assume any risk of Services and related activities as described in this Agreement.

Non-disparagement: The Parties mutually agree not to make public defamatory statements, whether oral or in writing, that would materially harm the reputation or business activities of any Parties to this Agreement.


5. Cancellations or Rescheduling

Client must work with Bloom Your Biz, with scheduling all appointments and calls via a scheduling link provided.

Client Desires to Cancel or Reschedule: If the Client desires to cancel Services of Contractor for any reason at any time, then Client shall provide at least 30 days Notice to Contractor in order to cancel this contract. Client may reschedule Services with at least 7 Days Notice. Providing Notice will not relieve Client of any currently outstanding payment obligations. Contractor will not be obligated to refund any portion of monies Client has previously paid to Contractor.

Contractor Desires to Cancel or Reschedule: Contractor understands that sometimes, “life happens.” In order to accommodate situations that unexpectedly arise, Contractor agrees to allow up to 1 reschedule. All requests to reschedule a project must be made no later than 7 Days before intended start date of project.

In the event Contractor cannot or will not perform his/her obligations in any or all parts of this Agreement, Contractor (or a responsible party) will immediately give Notice to Client, and at the Contractor’s discretion, either attempt to find a reasonable substitute to fulfil the terms of this Agreement or issue a refund or credit based on a reasonably accurate percentage of Services rendered. In the case of a refund where, at the discretion of the Contractor, no reasonable substitute is found, Contractor shall excuse Client of further performance obligations in this Agreement.

Contractor Desires to Terminate Project
It is always our goal to establish and maintain lasting relationships with our Clients. However, Contractor retains the right to cease our work with you under any of the following circumstances:
(a) We cannot get instructions from you;
(b) You lose confidence in our ability or advice;
(c) A conflict of interest arises;
(d) We cannot accept your instructions for ethical reasons;
(e) You mislead us in a material matter or you lie to us;
(f) Our accounts remain unpaid for 30 days and no mutually agreeable arrangements have been made;
(g) You breach any of the items outlined herein this Contract.
Bloom Your Biz shall provide no less than 2 weeks notice, in writing if ending your project for any reason.

Force Majeure: Either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the performance of Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms, or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either Party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

No-Shows: If it becomes impossible for Contractor to render Services due to the fault of the Client or parties related to Client, such as failure to provide necessary elements of the Services or failure of one or more essential parties to the Services to complete tasks in a timely manner, it is within the Contractor’s sole discretion to allow for any additional time or dates to render Services. In such an event, any outstanding amount will immediately become due and payable to Contractor. If Contractor chooses to continue working with Client instead of cancelling this Agreement, Client agrees to pay a fee of 10% of the total invoice in order to restart the Services.

Termination: Bloom Your Biz, reserves the right to terminate the Agreement “for cause” at any time during the Agreement, which includes, but is not limited to, the following causes: 1) Client fails to deliver necessary documents and records to Contractor; 2) Client refuses to pay; 3) Client proves to be difficult to work with and/or does not attend the scheduled meetings; 4) for any other legitimate business purposes in the best interest of Bloom Your Biz. If any of the following causes trigger Contractor to terminate the Agreement, Client is still liable to pay the entire cost of the Agreement.

6. Client Responsibilities

Point of Contact: Each Project is allotted one primary person of contact. If Client has a team of associates in place, it is Client's responsibility to elect one person who will maintain consistent communication with Contractor throughout project duration. If Client desires to elect more than one person of contact, Client agrees to pay an additional 5% of their total invoice, per each additional person of contact involved.

Process and Timeline: Client agrees to abide by Contractor’s process and timeline during the duration of this agreement. Client must provide Contractor with all information requested to begin project at least 48 Hours before the project start date. If Client does not provide all necessary information before the project start date, the project is subject to be moved to the next start date the Company has available.

Client must provide feedback within the timeline agreed upon in the scope of work. If they do not, the project may be pushed back to the next available time slot. After feedback is provided, Contractor will implement appropriate revisions and Client will have the opportunity to ‘confirm’ the revisions.
Client agrees that after each phase of the design stage has been ‘confirmed’ any requests to implement additional revisions are not included in the total invoice and will be billed at Contractor’s hourly rate of $150.00 per hour.

If the client does not respond to Contractor within 14 days for any reason, the Contractor has the right to pause or terminate the project while all final payments must still be made by Client. Client accepts and agrees that he/she is 100% responsible for his/her results from the Services. Client acknowledges that, as with any business endeavour and investment, there is an inherent risk associated. As such, Client agrees there is no guarantee that Client will attain his/her desired business successes by simply completing the Project.

If a project has become dormant for more than 3 Months, the deliverables and price points in this contract are no longer valid and must be renegotiated. Client must contact Contractor to re-establish a new timeline, structure, and rate for the project. Any monies paid to Contractor before the project became dormant will be automatically allocated to the new project invoice.

Nevertheless, Client acknowledges that he/she can optimize their potential results by adhering to the following:
Keeping the integrity of the strategy or design created by Contractor;
Delivering all applicable documents and records to Contractor on Contractor’s checklist in a timely manner within Project Timeline;
Committing to the Project;
Attending each meeting at the scheduled date, on time;
Immediately rescheduling any calls or project if necessary and adhering to the rescheduled time and date.

Confirming Written Materials: In the instance of projects that involve written materials to be submitted by Client, a Copywriting Workbook will be provided. Once that workbook is submitted, and designs or development have begun to take place, any modifications or additions to written materials will be billed at our hourly rate.

Duplicating Material Provided: Client is responsible for downloading and safely storing any final files, tutorials, or important documents, as Contractor agrees to keep files for no more than one year after project end date.


7. General Provisions

Governing Law: The laws of Ontario govern all matters arising under or relating to this Agreement, including torts.

Headings & Severability: Headings are included for convenience purposes only and shall not affect the construction of this Agreement. If any portion of this Agreement is held to be unenforceable, it shall not affect the remaining portions of the Agreement, which shall remain in full effect. If any portion of this Agreement is held to be unenforceable, then the unenforceable portion shall be construed in compliance with applicable law in a light most favourable to the original intentions of the parties. If the unenforceable portion of the Agreement is found by a competent court of this jurisdiction to be contrary to law, then it shall be changed and interpreted to best reflect the original intentions of the parties, and all other provisions shall remain in full force and effect.

If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each Party remain legal and enforceable.

Merger: This Agreement constitutes the final, exclusive agreement between the Parties on the matters contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. This Agreement trumps any other existing negotiations, communications or Agreements between the parties, whether written, oral, or electronic, and is the full extent of the Agreement between the parties.

Amendments: The Parties may amend this Agreement only by the Parties’ written agreement with proper Notice.

Assignment: Neither Party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided in this Agreement.

Execution: This Agreement may be signed in counterparts. Signatures sent via facsimile and electronic signatures shall be deemed valid.

Titles: The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.

Dispute Resolution: Any controversy or claim arising out of or relating to this contract, or the breach of this Agreement, will be settled by alternative dispute resolution (ADR) prior to a formal complaint. ADR includes arbitration or mediation administered by an authorized entity, such as the Canadian Arbitration Association, in accordance with its Commercial [or other] Arbitration Rules. Any judgement on the award rendered by the arbitrator(s) or mediator(s) may be entered in any court having jurisdiction over this Agreement and related dispute resolution proceedings.