Parties to the Agreement
Hello Digital Marketing Limited (OA as “Hello Webmasters”), a company registered in the Province of Manitoba (“Hello Digital Marketing Limited”) AND , the company registered or principal (“Subscriber”).
THIS AGREEMENT SET OUT BELOW GOVERN YOUR USE OF Hello Digital Marketing Limited's Hello Webmasters SERVICES (“SERVICES”). BY USING THE Hello Webmasters SERVICES YOU AGREE TO THESE TERMS, AS SUCH MAY BE AMENDED FROM TIME TO TIME AT Hello Digital Marketing Limited's ABSOLUTE DISCRETION. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.
(C) Ownership of User Content. Subscriber maintains the ownership rights in any User Content that such Subscriber submits to our help desk or to Hello Digital Marketing and it's employees.+
(D) Grant of Limited Rights to Hello Digital Marketing Limited. By submitting a Task to Hello Digital Marketing Limited (Hello Webmasters), Subscriber gives us the rights to supplied content solely to the extent necessary to complete the Task.
(E) Grant of Limited Rights to Us. Subscriber authorizes us to retain archival copies of all User Content that such Subscriber has submitted and to use such User Content in connection with the Site and our business, including for promoting the Site in any media format and through any media channel.
Scope of Work & Service Fees
The parties to this agreement hereby agree to a contract for professional services whereby Hello Digital Marketing Limited will perform website design, development & support services on behalf of Subscriber
Fees for the Hello Webmaster services are based on the rate of how many concurrent tasks should be completed at one time. All fees are subject to GST/HST/QST for Canadian businesses or organizations, unless otherwise tax exempt. The scope of services provided will be based on tasks submitted by Subscriber via email or Subscriber dashboard / portal.
Such work may include: concepts and consultation; design and implementation; project management including meeting attendance; production management; website front-end and back-end programming; writing, training & documentation.
Fees are subject to an annual increase of 10% at our discretion.
Subscription Payments
Your Hello Webmasters subscription based on your options selected in the plans above will continue month-to-month unless and until you cancel, upgrade, downgrade or terminate the subscription by written notice.
Hello Digital Marketing Limited reserves the right to stop any in-progress work on any open tasks or projects until payment is received. Subscriptions that are in default and not cancelled may lose their priority in our task queue until payment is received. A terminated subscription may result in losing your submitted / pending tasks. Inactive accounts may not be reactivated if there is a pending waiting list for Hello Webmasters.
Late payments will be charged a 2.5% late penalty every 30 days. Please pay your invoices promptly.
Disbursements
After the approved disbursement amount is agreed upon by Subscriber, Hello Digital Marketing Limited is then authorized to make purchases on behalf of Subscriber as they relate to the completion of tasks. Disbursements for such purchases are not included in our fees.
Such disbursements shall be detailed separately in estimates and are subject to variance due to changes in supplier prices, exchange rates etc.
Disbursements may include printing, stock photography, custom photography, media (advertising) purchases, plugins, themes, apps etc.
Invoices for disbursements in excess of $500 will be issued in advance of, or immediately upon such purchases and will be due upon receipt.
Disbursements, when paid by Hello Digital Marketing Limited on behalf of Subscriber are subject to a 10% administrative fee. Subscriber shall have the option to be billed directly by suppliers, and settle such accounts directly with suppliers.
Disbursements paid by Hello Digital Marketing Limited in a foreign currency will be converted at the applicable ‘cash rate’ which is the Interbank rate
Taxes
Applicable taxes such as GST shall be added to our fees and are not included in estimates unless noted otherwise
Authorizations and Approvals
As part of this agreement Hello Digital Marketing Limited will produce electronic files for production as per instructions from Subscriber. While we will endeavor to avoid errors and bring to Subscriber’s attention any errors that we notice, Subscriber is responsible for approval of proofs, proofreading and errors.
All work delivered to Subscriber should be considered accepted unless the Subscriber notifies Hello Digital Marketing Limited to the contrary within 72 hours.
Indemnity
Hello Digital Marketing Limited shall use due care in the performance of the obligations under this Agreement to ensure that no person is injured, no property is damaged or lost, and no rights are infringed.
Subscriber warrants that all content and other materials provided by Subscriber to Hello Digital Marketing Limited for use in fulfilling this agreement are provided legally and without infringement on third party intellectual property rights. Subscriber shall indemnify Hello Digital Marketing Limited against any claims resulting from such infringements.
Intellectual Property
Intellectual property (IP) in all work created by Hello Digital Marketing Limited and accepted by Subscriber is hereby assigned to Subscriber upon settlement of relevant accounts. Such IP remains the property of Hello Digital Marketing Limited until such time. Hello Digital Marketing Limited retains all IP in unused concepts and designs. Hello Digital Marketing Limited will provide electronic files for any and all work created for Subscriber upon request subject to their account being in good standing. Hello Digital Marketing Limited reserves the right to charge a de-archiving fee for the retrieval of electronic files from archives over 1 year old. It is understood by Subscriber that Hello Digital Marketing Limited is unable to assign intellectual property in items that Hello Digital Marketing Limited uses under license. Such items may include stock photography, illustrations, fonts and code libraries.
Moral Rights
Hello Digital Marketing Limited retains its moral rights as author of all works created under this agreement and as such may use work created under this agreement for its own promotional purposes (e.g. in its portfolio). Unless otherwise noted.
Governing Jurisdiction
This agreement shall be exclusively governed by and construed in accordance with the laws of the province of Manitoba and the federal laws of Canada applicable therein. The parties irrevocably attorn to the courts of Manitoba and agree that the courts of Manitoba have exclusive jurisdiction regarding any disputes pertaining to this agreement.
Confidentiality
The parties will treat as confidential and will not, without the prior written consent of the other party, publish, release or disclose or permit to be published, released or disclosed, either before or after the expiration or termination of this Agreement, any confidential information supplied to, obtained by, or which comes to the knowledge of either party as a result of this Agreement.
Termination
Subscriber may terminate this Agreement at any time by giving notice in writing to Hello Digital Marketing Limited as a 30 day notice to stop services. Hello Digital Marketing Limited may terminate this Agreement at any time by giving notice in writing to Subscriber. Upon termination of this Agreement, Hello Digital Marketing Limited shall cease to deliver any further services.
Subscriber shall be under no obligation to Hello Digital Marketing Limited other than to pay Hello Digital Marketing Limited, upon receipt of an invoice, for work completed to the date of termination. Hello Digital Marketing Limited shall be under no obligation to Subscriber other than to provide electronic files (delivered) after the settlement of relevant accounts. If Subscriber chooses to terminate the agreement early, Subscriber is still responsible for payment of any work completed by Hello Digital Marketing Limited. Subscriber should be aware that if a payment schedule has been agreed upon, the Subscriber is still responsible for full payment.
Non-Solicitation
The Subscriber undertakes that it shall not directly or indirectly, for the Term and for twelve (12) months after the date of termination of this Agreement, solicit any Hello Digital Marketing Limited employee for the purposes of offering employment, unless expressly approved by Hello Digital Marketing Limited in writing.
Automatic Credit Card Billing Authorization
All Hello Digital Marketing Limited clients are required to set up an automatic pre-authorized credit card or bank debit agreement. All requested information is required. Upon approval, we will automatically bill your credit card or bank account for the amounts indicated and your total charges will appear on your monthly credit card statement. You may cancel this automatic billing authorization at any time by contacting us during regular business hours or by writing to [email protected]
