Shopify Terms Of Service

 

BETWEEN:

Reconfigure Design and Development Inc.
(“Reconfigure” in this agreement)
-and-
(“Client” in this agreement) 

Term

The term of this agreement shall be from acceptance hereof until such time as all the services set out in Schedule “A” have been completed. 

Fees and Payment Terms

The scope of services are summarized on the attached schedule “a”. If any services are requested outside of the summary attached on schedule “a” and/or if any request delayed work within the allocated dates, they will be billed at an additional rate of $100 Per Hour.  Any request that increases the scope of work, will in turn increase the delivery date and incur additional cost. Work begins when payment has been provided.

Approval Requests

Reconfigure may, in writing, request approvals or decisions from the Client during this agreement.  Each request will require a written response from the Client during a reasonable and mutually agreed on period of time.  In the event no response is made by the Client by the specified deadline, then Reconfigure shall be entitled to act as if the Client had in fact responded by approving the action.

Termination

Either party may terminate this agreement at any time by first giving ten (10) days written notice of termination to the other.  In the event the agreement is terminated, the fees payable to Reconfigure by the Client will be pro-rated based on the number of days of work performed to the termination date or as mutually agreed to in writing by the Parties.

Proprietary Rights

Prior to payment in full of all amounts due under this agreement, Reconfigure retains for itself all proprietary rights in all materials, logos, programs, documentation, designs and source files related to the work arising out of or done in connection with this agreement.  None of the materials, logos, programs, documentation, designs and source files provided to Client may be used, distributed or reproduced in any way without the prior written consent of Reconfigure prior to payment in full.

Upon payment in full of all amounts due under this agreement, the proprietary rights of the products resulting from of the services rendered by Reconfigure under this agreement, including but not limited to, materials, logos, programs, documentation and designs will transfer to the Client.  Reconfigure can and may use materials, logos, programs, documentation and designs for marketing and promotional purposes.

Confidentiality

The Client hereby agrees not to disclose the contents of this agreement except as expressly authorized in writing by Reconfigure.

Amendments

The terms of this Agreement remain in force until amended in writing signed by both parties or written approval via email.

Entirety

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this agreement except as expressed in it.

Heirs, Successors, Assigns 

This agreement shall enure to the benefit of and be binding on the respective heirs, executors, administrators and assigns of each of the parties.

Invalidity or Waiver of Particular Provision

Any waiver of any term or condition or any breach of any covenant of this Agreement shall not operate as a waiver of any such term or condition or breach, nor shall any failure to enforce any provision of this Agreement operate as a waiver of such provision or of any other provision of the Agreement.  The invalidity of any provision of this Agreement or any covenant contained in it shall not affect the validity of any other provision or covenant contained in it and shall not nullify or render unenforceable the remaining portions of this Agreement. 

Governing Law

This Agreement shall be governed by the laws of the Province of Ontario.

Severability

If any provision or part of any provision in this Agreement is void for any reason, it shall be severed without affecting the validity of the balance of the Agreement.

Independent Legal Advice

The Client acknowledges having been advised to seek independent legal advice before signing the Agreement and having had ample opportunity to obtain independent legal advice in connection with the execution of this Agreement.