Last Updated: August 28, 2024

This Service Agreement (the “Agreement”) is made available by Shop Style Design (the “Servicer”), whose principal place of business is at 84 Division St, Unit 2, Trenton, Ontario, Canada, K8V 4W5.

By accepting any proposal, statement of work, or invoice from Shop Style Design, the customer (“Customer”) agrees to be bound by the terms of this Agreement.

1. SCOPE OF SERVICES

1.1 The Servicer agrees to provide the services as outlined in the Project Proposal or invoice, which shall define the specific scope, deliverables, and requirements of the engagement.

1.2 Any services outside of the scope defined in the Project Proposal will require a separate agreement or a signed amendment to this Agreement.

2. PAYMENT TERMS

2.1 Service Fees: The Customer agrees to pay the Servicer a total service fee as outlined in the Project Proposal, payable according to the agreed milestones.

2.2 Invoices: The Servicer will issue invoices based on the payment schedule in the Project Proposal. Payment is due upon receipt of the invoice.

2.3 Late Payments: Late payments will incur a 5% per month late fee on the outstanding balance. Non-payment beyond 30 days may result in service suspension.

2.4 Expenses: The Servicer may incur certain pre-approved expenses during the project. The Customer agrees to reimburse such expenses upon receipt of an itemized invoice.

3. CUSTOMER RESPONSIBILITIES

3.1 The Customer agrees to:

• Provide timely access to necessary data, documents, and logins

• Ensure all provided content (logos, images, text) is owned or properly licensed

• Respond promptly to feedback requests to avoid project delays

• Maintain compliance with any applicable laws or regulations

4. INDEPENDENT CONTRACTORS

4.1 Both Parties, under this Agreement, are independent contractors. Nothing contained herein shall be construed as creating an agency, joint venture, employment, or partnership relationship between the Parties. Except as set forth in this Agreement, neither Party shall have any express or implied power to control the activities and operations of the other or to bind the other Party in any respect whatsoever.

5. INTELLECTUAL PROPERTY

5.1 Ownership: Upon full payment, the Customer shall own all final deliverables, assets, and content developed under this Agreement. However, the Servicer retains ownership of pre-existing methodologies, templates, and proprietary tools used during the project.

5.2 Credit: The Servicer reserves the right to include a small attribution in project deliverables, crediting Shop Style Design as the service provider.

6. WARRANTIES, REPRESENTATIONS, AND INDEMNITIES

6.1 The Servicer warrants and represents that it has the right to use and distribute any work created pursuant to this Agreement for the Customer and that they are not owned by any third party.

6.2 The Customer warrants and represents that it has the rights to use any proprietary information, including but not limited to trademarks, logos, images, and data, that is provided to the Servicer. In the event the Customer does not have these rights, the Customer will reimburse any resultant damages the Servicer may experience.

6.3 The Servicer makes no guarantee that the services provided will generate specific business results, such as increased revenue or customer engagement.

6.4 The liability of the Servicer shall be capped to the amount of Fees received under this Agreement.

6.5 The Customer will indemnify the Servicer on first written demand against any or all liabilities incurred by the Servicer arising out of or as a result of acting as the service provider hereunder.

6.6 Neither Party shall be liable for any indirect or consequential loss, including but not limited to, loss of anticipated profits, loss of contracts, goodwill, reputation, or expenses resulting from third-party claims.

8. TERMINATION

8.1 Termination by Either Party: Either Party may terminate this Agreement with 30 days written notice.

8.2 Termination for Non-Payment: The Servicer may terminate the Agreement if the Customer fails to pay invoices after 30 days of notice.

8.3 Outstanding Fees: If terminated early, the Customer agrees to pay for all completed work up to the termination date.

9. GOVERNING LAW & DISPUTE RESOLUTION

9.1 Governing Law: This Agreement shall be governed by the laws of Ontario, Canada.

9.2 Dispute Resolution: Any disputes shall be settled through arbitration in Ontario, Canada under the rules of the Canadian Arbitration Association.

10. FORCE MAJEURE

10.1 Neither Party shall be held liable for delays caused by events beyond their control, including but not limited to natural disasters, cyberattacks, platform outages, or regulatory changes.

11. CONFIDENTIALITY

11.1 The Parties agree to keep confidential all proprietary business information exchanged during the project, except as required by law.

12. SEVERABILITY

12.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. NOTICES

13.1 Any notices required under this Agreement shall be delivered in writing via email or registered mail to the respective Parties’ addresses listed below:

Shop Style Design
84 Division St, Unit 2, Trenton, Ontario, Canada, K8V 4W5
Email: [email protected]

14. AGREEMENT ACCEPTANCE

By accepting any proposal, statement of work, or invoice from Shop Style Design, the Customer acknowledges that they have read, understood, and agreed to the terms and conditions set forth in this Agreement.

This Agreement is effective upon the Customer’s acceptance of a proposal, statement of work, or invoice and does not require a separate signature to be enforceable.