The Legal Stuff
Stellified Ltd is in the business of providing marketing related services. Client wishes to utilise the services of Stellified Ltd for this purpose as well as for other related services as set forth below.
In consideration of the foregoing and the mutual promises contained herein, Stellified Ltd and Client agree as follows:
Client hereby agrees to engage and pay Stellified Ltd for the services to be provided as set forth in Exhibit A (“Services”) which is attached hereto and is incorporated herein by this reference. All payment shall be due and payable within 15 days of the date of Stellified Ltd’s invoice.
Rights to stock photographs, other source codes and computer programs are specifically not transferred to Client, and remain the property of their respective owners.
Client acknowledges and agrees that Stellified Ltd has no control of changing external economic and social factors that can affect Client’s business, and that any of the services and products that Stellified Ltd provides cannot and will not guarantee that Client’s sales, revenue, income, or business activity will increase. Client further acknowledges and agrees that Stellified Ltd has made no representations or guarantees that any Services provided by Stellified Ltd will improve Client’s ranking, ratings or placement on any internet search engine.
Client acknowledges that Stellified Ltd’s start and completion of the Services are dependent upon Client providing materials including but not limited to text, images, videos, and any special input and instructions regarding said content, (collectively, “Content”), including timely approvals from Client.
Client agrees to provide Stellified Ltd with all Content needed to complete the Services within thirty (30) days of any request from Stellified Ltd. Any delay by Client will affect the completion of the Services.
In the event of any such delay by Client, Client agrees to be responsible for Stellified Ltd’s fees and any additional costs incurred for any additional work required to be done by Stellified Ltd. All additional work necessitated by Client’s delay shall be billed at the published hourly rate. Client acknowledges that Stellified Ltd is not responsible and agrees to hold Stellified Ltd harmless for any delays or damages resulting from Client’s failure to make such submissions in a timely manner.
Client agrees to meet with Stellified Ltd as required by Stellified Ltd until the project is completed. Milestone approvals and sign-offs must be responded to within dates specified by Stellified Ltd. A non-response by Client to a requested approval or sign-off shall constitute that milestone or sign-off is approved by Client.
In the event Client wishes to make changes to any work by Stellified Ltd that has already been approved and accepted by Client, or, if in the opinion of Stellified Ltd, any item of work requested by Client is not within the scope of Exhibit A, Clients agrees to pay Stellified Ltd at the published hourly rate in addition to any costs incurred by Stellified Ltd.
Stellified Ltd reserves the right to assign subcontractors to this project. At the sole discretion of Stellified Ltd, work produced by subcontractors may be protected under signed confidentiality agreements and shall remain the property of Stellified Ltd.
Certain conditions beyond the control of Stellified Ltd may affect Stellified Ltd’s ability to perform obligations provided for under this Agreement. These conditions may include, but are not limited to, labour shortages, Internet outages, change in supported technologies, Acts of God or circumstances or causes beyond the control of Stellified Ltd. Stellified Ltd shall not be liable for and Client agrees to hold Stellified Ltd harmless for any delays, cancellations, or terminations that result in damages of any kind to Client as the result of any such conditions or circumstances.
Should Stellified Ltd, upon Client’s written request, verbal instruction or delivery of materials, utilise Client’s materials which may include, but are not limited to, photographs, text, software, code, copyrighted material and/or materials that may be owned by third parties (“Client’s Materials”), Client acknowledges and agrees that neither Stellified Ltd nor its employees, agents or anyone acting on its behalf have made any representation to Client regarding Client’s entitlement to use Client’s Materials.
Client acknowledges and agrees that Client has relied on its own investigation to establish whether Client is entitled to use Client’s Materials. Client agrees to defend, indemnify and hold Stellified Ltd, its employees, agents or anyone acting on its behalf harmless from any and all claims of any kind including, but not limited to, all claims for damages, royalties, penalties, interest, legal fees, expert fees and court costs of any kind (“Claims”) arising out of, related to, or alleged to arise out of or relate to any use of Client’s Materials unless such Claims are due to Stellified Ltd’s gross negligence or intentional misconduct.
The Client agrees that the Client shall not solicit in an attempt to hire, hire or contract directly with any employee employed by Stellified Ltd nor any independent contractor who provides service for Stellified Ltd for the same or similar services provided by Stellified Ltd.
Client agrees that Client shall test the functionality of any product or service created by Stellified Ltd to ensure that it is working pursuant to the Client’s needs before it is used for Client’s business or other related purposes.
If Client discovers that any product or service is not functioning properly, Client shall immediately notify Stellified Ltd in writing.
Client agrees that if Client fails to test the functionality of any website and suffers damages as a result, Client shall hold Stellified Ltd harmless from any and all damages of any kind suffered by Client.
In the event any dispute arising between the Parties results in the filing of a claim, the prevailing party, as determined by a Court, shall be entitled to an award of its reasonable legal fees.
Before any claim is filed, the Parties to this Agreement must engage in a mediation unless the Parties agree in writing otherwise.