The Client shall retain the Service Provider, and the Service Provider hereby agrees to provide to the Client, on a non-exclusive basis, the services (“Services”) described in a mutually agreed Scope of Work.
The Client shall provide to the Service Provider, in writing, all standard operating procedures, instructions, directives and other documents applicable or relevant to the provision of the Services or required for the purpose of providing the Services, as the case may be, in due course, prior to the commencement of the Services.
The Client undertakes to collaborate with the Service Provider, and to provide it with all information and document requested by the Service Provider to provide the Services hereunder, as mentioned in Schedule A.
FEES, INVOICING, PAYMENTS & REFUNDS
In consideration for the Services provided by the Service Provider, the Client shall pay for every Requested Services, the amount set out in Schedule B, plus applicable taxes, as the case may be.
The Client is responsible for making payments to The Brand Professionals a company registered in The State of California. The Service Provider remains responsible for the Services and should not charge any additional amount from the Client, other than the amount set out in Schedule B once the payment is done to Service Provider for executing the statement of work in Schedule A.
The Requested Services will be invoiced to the Client as per the schedule of payments in Schedule B, via a valid payment method, within twenty-four (24) hours from the receipt of each invoice. The invoices shall include 8% Tax and the tax number(s).
All payments to be made shall be in the form of electronic payments (bank transfer, credit or debit card) or a check to the order of: Norex Web Studio.
In case of the Service Provider’s inability to deliver the project as described in Schedule A Statement of Work due to lack of technical expertise required to execute Schedule A not including limitations of platform then the Service Provider shall refund all amounts collected.
In case the Client wishes to discontinue the project for any reason, the following refund schedule will be enacted:
Project Phase Refund Eligibility
From Signup to delivery of initial mock designs 100% Refund from total amount collected.
After delivering initial mock of the Design Before commencing Development. 50% Refund from total amount collected + Final Design Files.
After commencement of Development but Before entering Final Testing 40% Refund if less than 50% of Scope of work is completed + Source Files.
25% Refund of more than 50% of Scope of Work is completed + Source Files.
Before Completing Final Testing 10% Refund from total amount collected + Final Source Files
The Service Provider is liable to work with the Client to resolve any issues, complaints, challenges and offer to devise a solution on refund based on project progress & cost and refund any amounts mutually agreed upon between the Service Provider & the Client within 7 business days from upon reaching conclusion on refund amount.
TERM
This Policy shall commence on the Effective Date of project commencement and shall remain in effect for twenty-four (24) months counting from the day of completion of the said project or until terminated in accordance with this policy (the “Term”).
TERMINATION
Either Party may terminate a project in any of the following circumstances:
At any time, without cause or penalty, by giving the other Party a thirty (30) day prior written notice.
Immediately upon written notice to the other Party, if both parties mutually agree to do so.
immediately upon written notice to the other Party, in the event of disagreement of the Parties regarding the consideration payable for the Services hereunder, as provided in Schedule A, as the case may be;
immediately upon written notice to the other Party, if the Party requesting the termination believes on reasonable ground that, by reason of the Services provided pursuant to this policy, either Party may breach or could cause the other Party to breach any applicable law, regulation, guideline or code, including without limitation any professional or ethical conduct rules which are binding upon professionals in the clinical research industry;
immediately upon written notice to the other Party, if such other Party institutes insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such Party’s debts.
In the event of termination of a policy in accordance with this Section 4, the Service Provider shall cease to provide the Services as of the effective date of termination, and the Client shall pay to the Service Provider all amounts payable for such Services rendered up to the effective date of termination.
Notwithstanding termination of a project, the provisions which by their nature shall survive the termination of the project, shall survive such termination.
CONFIDENTIALITY
The Service Provider acknowledges that during the performance of the Services, it shall have access to confidential information and hereby agrees that during the term of services and for a period of seven (7) years, following the termination of a project, it shall not directly or indirectly, use, divulge, defuse, sell, transfer, give, circulate or otherwise exploit for its own benefit or for the benefit of any other person whatsoever or whomsoever, or otherwise make public any confidential information which, for the purposes of this policy, shall be defined as follows:
(a) Confidential information shall mean all information, data, or works in whatever form, pertaining to the Client and its operations, properties, assets and liabilities, including, without limitation, files and records pertaining to the Client, trade secrets, technical information pertaining to the Client and, in particular, to the Services (the “Confidential Information”). This obligation of confidentiality shall not apply to information that is, or will otherwise become, part of the public domain through no fault of Service Provider or to information that is required to be disclosed by law or governmental authority.
The Data shall remain confidential and cannot be shared, transferred or destroyed without the express written consent of the Client.
The Client may transfer personal information to Service Provider under this policy. Subject to further obligations under the Privacy Laws, the Service Provider shall:
designate an individual or individuals to be accountable for compliance with the Privacy Laws as they apply to personal information transferred under a project;
limit its use of any personal information transferred under this policy for purposes specificeach project or as required by law;
Dispose of the personal information in accordance with any written instruction from the Client related to retention and disposal of personal information;
Use appropriate security safeguards to protect the personal information from unauthorized access or use; and
make or cause to be made available upon request, as required by the Client to ensure compliance with the Privacy Laws, all books, documents and records (including electronic records) relating to the transferred personal information and the methods implemented to safeguard the personal information.
The Service Provider further agrees to keep strictly confidential all the information contained in and concerning all projects.
INTELLECTUAL PROPERTY
“Background Intellectual Property”: means any and all Intellectual Property conceived, developed, reduced to practice or otherwise made or acquired by a Party prior to the Effective Date. All titles, rights and interests to any Background IP shall not be affected by this policy, unless licensed by a Party to the other(s) for the sole purpose of performing the work within the Study, in which case such first Party will grant to the other(s) a temporary, non-exclusive, royalty-free, license to use such Background IP for the term of said project.
“Intellectual Property”: means (i) all domestic and foreign registered trademarks, unregistered trademarks, certification marks, business names, trade names, brand names, trade dress, logos, slogans, distinguishing guises, business styles, and the goodwill associated with any of the foregoing; (ii) all domestic and foreign copyrights, neighboring rights, database rights and moral rights, whether registered or not; (iii) all domestic and foreign patents and utility models, whether registered or not; (iv) all domestic and foreign maskworks, whether registered or not; (v) all domestic and foreign designs and industrial designs, whether registered or not; (vi) all domestic and foreign integrated circuit topographies, whether registered or not; (vii) for any of the intellectual property covered by (i) to (vi), any and all applications, registrations to issue thereon, and continuations, continuations-in-part, divisions, reissues, extensions and any renewals thereof; (viii) all Confidential Information, technical information, proprietary business information and trade secrets including inventions, improvements, discoveries, know-how, ideas, formulas, algorithms, processes, protocols, tests, designs, concepts, models, prototypes, products, technical or non-technical data, technology, patterns, devices, machines, methods, techniques, drawings, schematics, financial data, business plans, product plans, specifications or compositions, as well as any documentation relating to any of the foregoing and, in all cases, whether registerable or not; (ix) all domain names, website names, URLs, as well as all website design and content; (x) computer programs and other software including any of their versions, updates, upgrades, object and source codes, any improvement and related documentation together with all translations thereof; and (xi) any other industrial or intellectual property which could receive protection under any domestic or foreign legislation, as may be amended from time to time. All intellectual property rights on the final products, work results and their components or parts contained therein, whether preliminary or final, including but not limited to, the software, database, software platforms (ex: mobile applications, web, CMS), designs, images, programs, source codes, algorithm, specifications, documentation and all other technical information, conceived, reduced to practice, authored, developed or delivered by the Service Provider in connection with the performance of its services (the “Invention”), shall be owned by the Client.
Any and all data and analyzed results produced, generated or developed during the course of the services and being included in the database shall be the property of the Client and shall remain confidential and cannot be shared, transferred or destroy without the express written consent of the Client. The Service Provider agree to assign, and shall ensure that their staff assign, in accordance with their internal policies and procedures, ownership of the data and results to the Client.
NOTICES
Any notice or communication required or permitted to be given by a Party hereunder shall be in writing and shall be sent to the addressee by a nationally recognized overnight courier service or first class mail, prepaid, or by facsimile or email at the following facsimile numbers and addresses or at such other facsimile number or address as may be indicated by one Party to the other by notice as aforesaid: Service Provider: The Brand Professionals
1626 Locust St, Philadelphia, PA 19103, USA
info@thebrandprofessionals.com
Tel: +1(808) 481-6969
FORCE MAJEURE
Neither Party shall be liable to the other Party for non-performance or delay in performance of any of its obligations under this policy due to causes reasonably beyond its control including, without limitation, fire, flood, strikes, labor troubles or other industrial disturbances, unavoidable accidents, governmental regulations, riots, and insurrections.
Upon occurrence of such a force majeure condition, the affected Party shall promptly notify the other Party and shall promptly inform the other Party of any further developments. Immediately after the cause is removed, the affected Party shall promptly perform such obligations, unless the project is previously terminated in accordance with the provisions of this policy.
DISCLAIMER OF WARRANTIES
THE SERVICE PROVIDER EXPRESSLY DISCLAIM ANY WARRANTY THAT THE SERVICES WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OF THIRD PARTIES.
Each Party represents and warrants that any patent, copyright, trademark or other proprietary right furnished are owned by the furnishing Party, or that the furnishing Party has permission or authorization from the rightful owner to use and transfer their use to the Parties.
GENERAL PROVISIONS
No Party shall use the name, insignia or logo of the other Party without its prior written consent.
Nothing in this policy shall be construed so as to create a general partnership, a limited partnership, an undeclared partnership, a joint venture, an association or any other form of similar enterprise. This policy shall not be interpreted so as to create a legal relationship of employment, agency, mandate or representative amongst the Parties. Each Party is an independent contractor and is not authorized or empowered to act as agent for the other Party for any purpose.
If any court of competent jurisdiction finds any provision of this policy invalid, illegal or unenforceable, such provision shall become obsolete.
The preamble and the schedules shall form an integral part of this policy. This policy does not contain the entire understanding and agreement of the Parties with respect to the subject matter herein and supersedes all other discussions, negotiations and agreements, whether written and oral.
