Terms & Condition Service Agreement
23e2 Business Services acknowledges the agreement to perform all services described in the Statement of Work, and any other document of work that is mutually agreed upon by both parties. If there is a disparity between the terms and conditions of this Agreement and the terms or conditions set forth by the Statement of Work, the terms and conditions of the Statement of Work will precede over any provisions of this Agreement which is stated in the Statement of Work.
All payments described in the Statement of Work are to be paid to 23e2 Business Services by the Client via credit card (or any other payment methods that are agreed upon between the Client and 23e2 Business Services) on a monthly, quarterly, annual, or other time frames, that is mutually agreed upon by the Client and 23e2 Business Services. Payment of Fees must be made prior to the delivery of the services and is to be made at the start of each Billing Cycle. Fees in regards to the services are subjected to change at the sole discretion of 23e2 Business Services, which can be made at the end of a Billing Cycle with 30 days advance notice to the Client. The payment to any third-party providers (e.g., Google) lies with the Client and they are responsible for any advertising costs and fees set forth in the monthly budget described in the Statement of Work, which budget may be adjusted by the Client with prior notice to 23e2 Business Services.
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 the Confidential Information could reasonably be expected to cause harm to the Client. Confidential Information will be only used for the sole purpose of performing the Services described in the Statement of Work. Both Parties agree to not disclose any Confidential Information without the other parties’ written consent, except it is to their affiliates such as lawyers, accountants, auditors, managers, representatives, contractors, and consultants who require the Confidential Information for the purposes set for in this Agreement, or it is required by applicable law or court order. Those that do not constitute Confidential Information includes information: (a) that are publicly available other than from the violation of this Agreement; (b) that are already in the recipient’s possession before the receipt has disclosed the information to the other party; (c) that was received from a source that is not the disclosing party and not bound by the conditions set forth by this agreement or (d) that was manufactured by the recipient or its Representatives with no reference to the Confidential Information.
The Client has the right to terminate this Agreement at any given time provided that it was made with at least three (3) days’ written notice to 23e2 Business Services. 23e2 Business Services may terminate this Agreement under the following conditions (i) notice of termination with at least ten (10) days’ written notice to the Client, or (ii) effective immediately if any of the terms of the Agreement has been breached by the Client and has not been resolved within three (3) days of its receipt of written notice thereof. In the case of such termination, the Client will immediately pay 23e2 Business Services for the Services performed and expenses incurred described in the Agreement or Statement of Work. Any prepaid fees are non-refundable.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
The client acknowledges that 23e2 Business Services makes no warranty of any kind, express or implied, with respect to the services provided, including but not limited to, services performed by 23e2 Business Services will guarantee the increase of the client’s revenue, profit, or business. In the instance of any breach of the terms of this Agreement, the liability of either party will be limited to direct damages, and in no circumstances will either party have any liability to the other, for any special, consequential, indirect, exemplary, or punitive damages, whether in contract, tort or otherwise in relation to this agreement, including without limitation loss of revenue, lost profits, loss of goodwill, work stoppage, computer failure or malfunction, lose or corrupted data, business interruption, or loss of business opportunities. Under no circumstances will either party’s aggregate liability in connection with this Agreement or Statement of Work exceed the amounts actually paid by Client to 23e2 Business Services in aggregate over the immediately preceding six (6) month period.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the Guarantor hereby irrevocably attorneys to the jurisdiction of the courts of Ontario.
Relationship of Parties
23e2 Business Services is an independent contractor and nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.
This Agreement has been drafted in the English language, upon instructions from the parties involved. This Agreement outlines the terms between the parties and there are no other interpretations unless otherwise specified in writing and signed by both parties.