The boring (but important) stuff

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PROPOSAL

The Client has 15 days from date of page 1 on this Agreement to accept the attached Project Proposal, by signing, dating and returning to KHULA™Design Studio Inc. (“KHULA™”) the attached project proposal (the “Project Proposal” also referred to as the “Proposal”), otherwise this offer shall expire. These terms and conditions (these “Terms”) are the only terms which govern the Project Proposal of KHULA™ with the Client. These Terms and the Project Proposal (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of the Client’s general terms and conditions of purchase regardless of whether or when Client has submitted its purchase order or such terms. Notwithstanding anything to the contrary contained in this Agreement, KHULA™ may from time to time change the Project Proposal without the consent of the Client provided that such changes do not materially affect the nature or scope of the services, or the fees or any performance dates set forth in the Project Proposal.

COMPENSATION

Client agrees to pay KHULA™ the fees listed in the Project Proposal, including all taxes. Client will pay KHULA™ all expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus KHULA™’s standard markup of 20%; (b) Milage reimbursement, other than normal commuting, at $2.5 per km; (c) Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval. Pricing in the Project Proposal includes only KHULA™’s fees. Any other costs, such as hosting, art licensing, photography or 3rd party tools and applications, will be billed to Client separately and in addition to KHULA™’s fees. All fees are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by the Client. The Client shall not be responsible for any taxes imposed on, or with respect to, KHULA™’s income, revenues, gross receipts, personnel or real personal property or other assets.

PAYMENT

A 50% deposit will be required to be paid by the Client, to KHULA™, in order to commence with the project. A 35% progress payment will be due and payable by the Client upon submission of final brand design concept and or staging link for website by KHULA™. The final 15% payment will be due and payable by the Client upon final completion of work and handover of design assets and or website. All invoices are required to be paid by the Client within five (5) days of the date of KHULA™’s invoice. Invoices shall list any expenses and additional costs as separate items. The Client shall make all payments hereunder by credit card, debit card, CAD e-transfer and international wire transfer in Canadian Dollars. Should The Client be based in Canada and use the credit card online payment option via Quickbooks, a 3% fee will be added to the invoice to cover the credit card fees. This feature is for international clients only and local CAD clients should use e-transfer if and when possible to avoid additional fees.

LATE PAYMENT

A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable by the Client on all overdue balances. The Client shall reimburse KHULA™for all costs incurred in collecting any late payments, including, without limitation, legal fees.  In addition to all other remedies available under these Terms or at law (which KHULA™ does not waive by the exercise of any rights hereunder), KHULA™ shall be entitled to suspend the delivery of any goods or performance of any services under this Agreement if the Client fails to pay any amounts when due hereof and such failure continues for five(5) business days following written notice thereof. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payments being completed under this Agreement, including, but not limited to, all outstanding Additional Costs, Expenses, Fees, or any other charges.

DELAYS

Client shall use all reasonable efforts to provide needed information, materials and approvals in a timely manner. Any delays caused by the Client will result in a day-for-day extension of the due date for all Deliverables (Scope of Work). Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension.

ACCREDITATION AND PROMOTION

KHULA™ shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by KHULA™ in the deliverables on each page of the Final Deliverables. This includes, but is not limited to, the “Built by KHULA™” in the footer of the website. This is a non-negotiable accreditation and is a requirement of the licence by KHULA™ to the Client to display the final Deliverables. The Client agrees that KHULA™ retains the right to reproduce, publish and display the deliverables in KHULA™’s portfolios and websites, social media, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses.

PACKAGE & PROPOSAL EXCLUSIONS

Any packages presented on our website or formal proposals sent via email are subject to the below exclusions unless otherwise stated in the 'inclusion' part of the scope of work. As the Client, should you require any assistance with the below exclusions, a change order or estimate will be provided upon request. In order for KHULA™ to start any out of scope work, we will require verbal / written confirmation of change order and 50% deposit of the estimate value.

• Webflow's hosting plans, see hosting pricing here
• Google Ads or any marketing ads thereof
• Stationary design such as email signatures, flyers, packaging, PPT decks, etc􏰀
• Any visual mockups or prototypes
• Costs for any 3rd party applications that maybe required
• Paid stock imagery or professional photographs
• Advanced Lottie animations or custom illustrations
• Copywriting for creating new blog posts, news or PR content, success stories, etc.
• Video creation or purchasing of stock videos for homepage hero section or other pages
• Large content migration — 500+ pieces of content
• Membership logins or integrations
• API integrations with Webflow

CHANGES TO PROJECT SCOPE

If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall provide KHULA™ with a written request describing the requested changes in detail. Within two (2) business days of receiving the Client’s request for changes, KHULA™ will respond with a Change Order (either a new brief document or in writing on email) outlining KHULA™’s availability, additional fees, changes to delivery dates, and any modification to these Terms. KHULA™ will evaluate each Change Order at its standard rate and charges which shall be invoiced to, and paid, by the Client. Client will be billed on a time and materials basis at KHULA™’s blended rate of $129 CAD per hour. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified. Should a nominated contract be fulfilling the work, their hourly rate will apply. KHULA™ may extend or modify any delivery schedule or deadlines in the Agreement as may be required by KHULA™ for such changes. Client will have three (3) days to respond in writing, accepting or rejecting the Change Order. If the Client accepts the Change Order, the Client is required to sign, date and return the Change Order to Khula. If Client rejects the proposal, KHULA™ will not be obligated to perform any services beyond those in the original Agreement.The Client shall be responsible for making additional payments for all changes requested by the Client that are outside of the original assignment and scope. No additional payment shall be made for changes required to conform to the original assignment description in the Project Proposal.

Copy & Design Revisions

For any copywriting tasks including web copy and messaging, KHULA™ allows two (2) complete rounds of revisions. Any further updates will be billed at our blended hourly rate of $129 CAD p/h. For any graphic design, UX/UI design, or stationary design, KHULA™ allows three (3) complete rounds of revisions. Should there by a complete change in visual direction or major design requests post these revisions, an additional fee will apply at our blended hourly rate of $129 CAD p/h. *During the Webflow development phase, no design changes or updates will be allowed since the UX/UI Design will be fully approved prior to development by the Client. Should changes occur these will be billed at our blended hourly rate of $129 CAD p/h or scoped out as an additional request after the site goes live.

WARRANTIES

KHULA™ represents and warrants to Client that it shall perform the services in the Agreement using personnel of required skill, experience and qualifications, and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Except for the express representations and warranties stated in these Terms, KHULA™ makes no other representations or warranties whatsoever. KHULA™ explicitly disclaims any other representations or warranties of any kind, either express or implied, including but not limited to warranties of: (a) merchantability or fitness for a particular purpose; (b) condition or warranty of title; (c) warranty against infringement of intellectual property of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise; or (d) compliance with laws or Government rules or regulations applicable to the project.

INDEMNIFICATION AND LIMITATION OF LIABILITY

In no event shall KHULA™ be liable for any consequential, indirect, incidental, special, exemplary or punitive damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of the Agreement. Whether or not the possibility of such damages has been disclosed in advance by the Client or could have been reasonably foreseen by the the Client, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose. Client shall indemnify KHULA™ from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client.The services and the work product of KHULA™ are sold on an “as is” basis. In no event shall KHULA™ (or its directors, officers, employees, design agents, affiliates and contractors) aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to KHULA™ under this Agreement.

TERM AND TERMINATION

The Agreement shall begin when both parties sign and date the Agreement and shall continue until all services are complete and delivered and all monies owed by the Client, under the Agreement, have been paid to KHULA™. In addition to any remedies that may be provided under these Terms, KHULA™ may terminate this Agreement with immediate effect upon written notice to the Client, if the Client: (a) fails to pay any amount due under this Agreement and such failure continues for five (5) business days after the Client’s receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

CONFIDENTIAL INFORMATION

All non-public, confidential or proprietary information of KHULA™, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is considered confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by KHULA™ in writing. Upon KHULA™’s request, the Client shall promptly return all documents and other materials received from KHULA™. KHULA™ shall be entitled to injunctive relief for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to the Client at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

LICENSE

Upon the completion of payment by the Client of all monies owed under this Agreement and the continual compliance with the accreditation provisions in these Terms, KHULA™ grants to Client a non-exclusive, perpetual and worldwide license to use and display the final deliverables to be effective and valid under applicable law. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include. but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism pandemics and epidemics.

EVALUATION AND ACCEPTANCE

Client shall, within three (3) business days after receiving each deliverable, notify KHULA™ in writing of any failure to comply with the specification of the Project Proposal. KHULA™ shall, within three (3) business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within three (3) business days of receiving a revised Deliverable, either approve the corrected version or make further changes. Upon three (3) Client notifications and subsequent KHULA™ revisions or two (2) weeks, whichever shall be the earlier of, KHULA™ may deem the term of this Agreement as complete, and any further requests by the Client will be charged at an hourly rate or under a new proposal. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered and deemed approved and accepted. All objections, corrections and changes shall be subject to these Terms.

DISPUTE RESOLUTION

Any dispute, claim, question or difference arising with respect to this Agreement or its performance, enforcement, breach, termination or validity shall be arbitrated and finally resolved pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. or provisions of the Arbitration Act, SBC 2020. The place of arbitration shall take place in the City of Chilliwack, British Columbia. The language of the arbitration shall be English.

DELIVERABLES

The rights granted to Client are for use of the final deliverables in its original form only. Client can change, amend, create derivative works or extract portions of the final deliverables how they see fit once the agreement and contract is fully completed. The Client may reach out to KHULA™ for assistance and maintenance for such final deliverables and will be costed out as per new scope required.

RELATIONSHIP OF THE PARTIES

KHULA™ is an independent contractor. KHULA™ shall determine, in its sole discretion, the manner and means by which the services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

PRELIMINARY WORKS

KHULA™ retains all rights in and to all Preliminary Works and such Preliminary Works shall be considered Confidential Information under this Agreement. Client shall return all Preliminary Works to KHULA™ within thirty (30) days of completion of the Services or upon the written request of KHULA™, whichever should be earlier. All KHULA™’s Tools are and shall remain the exclusive property of KHULA™. KHULA™ grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project.

SUPPORT SERVICES

During the first two weeks following completion of this Agreement or the website going live, whichever shall be the earlier of, KHULA™ shall provide up to 10 hours of support services at no additional cost to the Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or deficiencies. Requests for additional support or out-of scope work will be billed on a time and materials basis at KHULA™’s blended rate of $129 CAD p/h. This blended rate shall be valid for one (1) year.

CONSULTATION SERVICES

Upon the completion of the terms of this Agreement and the scope of work outlined within the Project Proposal, all consultation requests for additional support, advice, guidance or training will be charged to the Client at an hourly consultation fee of $59 CAD p/h. This consultation fee rate shall be for a period of one (1) year. Consulting can book here on a ad-hoc basis through this link.

GENERAL

Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.All notices under this Agreement shall be given in writing either by: Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested.

Notice will be effective when received, or in the case of email, on confirmation of receipt. This Agreement nor the rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. If any term or provision of this Agreement is held invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. Where possible, the invalid or unenforceable provision shall be interpreted in such manner as effect. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.Provisions of these Terms which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including. but not limited to, the following provisions: Confidential Information, Governing Law, Licenses, Dispute Resolution, and Accreditation and Promotion.

No waiver by KHULA™ of any provision in this Agreement is effective unless explicitly set forth in writing and signed by KHULA™. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof, or the exercise of any other right, remedy, power or privilege.The Client shall comply with all applicable laws, regulations and ordinances. The Client shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement.

Contact Information

If you have any questions, concerns or complaints, you can contact us at
hello@khula.studio