Terms & Conditions

Updated: Feb. 8, 2024

Background

A. The Client is of the opinion that the Contractor (Pixel Grapevine Inc.) has the necessary qualifications, experience and abilities to provide services to the Client. B. Pixel Grapevine Inc. is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

Services

1. The Client agrees to engage Pixel Grapevine Inc. to provide the Client with the services contained within this proposal.
2. The Services will also include any other tasks which the Parties may agree on. Pixel Grapevine Inc. herby agrees to provide such Services to the Client.

Term of Agreement

Performance

1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Compensation

1. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, Pixel Grapevine Inc. will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of Pixel Grapevine Inc.
2. Except as otherwise provided, all monetary amounts referred to are in CAD (Canadian Dollars).

Development Services

1. Pixel Grapevine Inc. offers website development services for a fee. A 50% payment is required upfront, and the remaining 50% is due upon substantial completion of the project.

Reimbursement of Expenses

1. Pixel Grapevine Inc. will be reimbursed from time to time for reasonable and necessary expenses incurred by Pixel Grapevine Inc. in connection with providing the Services.
2. All expenses must be pre-approved by the Client.

Confidentiality

1. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
2. Pixel Grapevine Inc. agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Pixel Grapevine Inc. has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

Ownership of Website

1. The client will own the website and its associated assets (including code and content) once 100% payment is received.

Ownership of IP

1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Client.

Return of Property

1. Upon expiry or termination of this Agreement, Pixel Grapevine Inc. will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Independent Contractor

1. In providing the Services under this Agreement it is expressly agreed that Pixel Grapevine Inc. is acting as an independent contractor and not as an employee. Pixel Grapevine Inc. and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Right of Substitution

1. Except as otherwise provided in this Agreement, Pixel Grapevine Inc. may, at Pixel Grapevine Inc.’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
2. In the event that Pixel Grapevine Inc. hires a sub-contractor:
a. Pixel Grapevine Inc. will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Pixel Grapevine Inc.
b. for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of Pixel Grapevine Inc.

Autonomy

1. Except as otherwise provided in this Agreement, Pixel Grapevine Inc. will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. Pixel Grapevine Inc. will work autonomously and not at the direction of the Client. However, Pixel Grapevine Inc. will be responsive to the reasonable needs and concerns of the Client.

No Exclusivity

1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

Notices

1. All notices, requests, demands or other communications required or permitted under this Agreement will be given electronically and delivered to the Parties at the addresses contained above under Client Information.

Indemnification

1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Other Terms

1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
2. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
3. Pixel Grapevine Inc. will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
4. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
5. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
6. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

1. Agreement will be governed by and construed in accordance with the laws of the Province of Alberta, Canada.

Severability

1. In the event that any provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

1. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

By accessing our website or using our services, you agree to comply with and be bound by the following terms and conditions:
‍1. Web Design and Support Subscriptions 1.1 Subscription Services: We offer web design and support subscriptions that provide subscribers with unlimited design and support requests for a monthly fee. Subscribers own all assets produced during the subscription period.1.2 No Contracts: Our subscription services do not require long-term contracts. You can cancel your subscription at any time by contacting us. The cancellation will take effect at the end of the current billing cycle. 3. General Terms 3.1 Payment: Payment for our services is accepted through the methods specified on our website. All fees are non-refundable unless otherwise stated. 3.2 Intellectual Property: We retain the right to display and promote the completed work in our portfolio unless otherwise agreed upon with the client. 3.3 Content Responsibility: Clients are responsible for providing all necessary content and materials for their projects. We are not liable for delays or issues resulting from late or incomplete content submissions. 3.4 Client Responsibilities: Clients must cooperate with us in good faith, provide timely feedback, and adhere to project timelines to ensure the successful completion of their projects. 3.5 Termination: We reserve the right to terminate or suspend services at our discretion, with or without cause. In such cases, any fees paid will be prorated and refunded to the client. 4. Limitation of Liability 4.1 No Guarantees: While we strive for high-quality service, we do not guarantee specific results or outcomes from our services. 4.2 Indemnification: Clients agree to indemnify and hold us harmless from any claims, losses, or liabilities arising from their use of our services. 5. Privacy PolicyOur Privacy Policy governs the collection and use of personal information. Please refer to our Privacy Policy for details on how we handle your data. 6. Changes to Terms and Conditions We may update these terms and conditions from time to time to reflect changes in our services or for legal and regulatory reasons. Any updates will be posted on our website with the date of the last revision. 7. Contact Us If you have any questions, concerns, or requests related to these terms and conditions or our services, please contact us at hello@pixelgrapevine.com.
Last updated: September 7, 2023.