Terms and Conditions

These Terms and Conditions are revised as of October 15, 2019

1. Terms Used in This Document

1.1. CEC shall mean Cutting Edge Concepts Inc. The Client shall mean any person or business included in requesting services from CEC.

2. Services

2.1. CEC provides services to clients based on their needs and specifications. Depending on the services required, the Client may enter into either a project-based agreement or a monthly subscription-based agreement with CEC.

2.2. For project-based services:
a) In developing a website for the Client, CEC will complete the discovery phase, template modification phase (including all customizations and mockups), the programming phase, and the acceptance testing phase, within a specified project schedule, which may be extended due to delays on the part of the Client.
b) The project will be considered finished once acceptance testing (see section 10) is completed.
c) In the case where content management services are not provided, any material not submitted during the discovery phase becomes the responsibility of the Client upon completion of the project. The Client may request CEC to complete the work at an hourly cost.

2.3. For monthly subscription-based services:
a) In addition to developing a website for the Client, as per section 2.2 above, CEC will provide ongoing services to service the Client’s website.
b) The initial contract term for the monthly subscription service is twelve (12) months (the “Initial Term”). Following the Initial Term, subject to subsection 2.3(c), the Client will be on a monthly subscription term commencing the 13th month.
c) After every three (3) years of subscribing to CEC’s monthly subscription services, the Client may request an updated website design which will be performed at no additional charge to the Client.
d) The response time for client’s requests will be as follows:

i. Low Priority Changes – Priorities deemed low by the Client will have a maximum seven (7) business day turnaround time.
ii. High Priority Changes – Priorities deemed high priority by the Client will have a maximum two (2) business day turnaround time. If changes are required outside of business hours, additional charges may apply. The Client must approve of the additional charges before work would proceed.
iii. New Page Set-up: Any new pages to be incorporated onto the Client’s website will have a maximum ten (10) business day turnaround time from the Client has supplied all materials required for the create of the new page to CEC.

3. Estimates

3.1. CEC will provide a price to clients based on files and/or information received from the Client or their designate and is consolidated into a scope document that requires client approval before proceeding with the project. If any information changes, CEC reserves the right to re-estimate the services provided.

3.2. For project-based services, if delays are incurred by delayed receipt of information from the Client, the estimated price of the web development project will be subject for review after sixty (60) days of contract signing.

4. Payment for Services

4.1. For project-based services, the Client agrees to the following payment terms:

a) A non-refundable 50% deposit (the “Deposit”) of the estimated amount is payable upon completion of the discovery phase. CEC will only proceed with the template modification phase, in which all template customizations and mockups will be completed and submitted to the Client for approval, upon full payment of the Deposit.
b) The balance of the estimated amount and any additional work (as defined in section 5) is payable upon completion of the client’s website, and must be paid in full prior to the transfer of the finished work to the hosting platform.

4.2. For monthly subscription-based services, the Client agrees to the following payment terms:

a) Payment will be invoiced monthly on the first day of every month in the amount as attached in Schedule A.
b) The Client may:

i. set up a pre-authorized payment plan with CEC, and payment will be automatically processed on the first day of every month; or
ii. pay by cheque. All cheques must be received within thirty (30) days of the invoice date, or CEC has the right to suspend services to the Client.
c) The monthly subscription fee is subject to review annually on the contract anniversary. The Client must be provided with at least thirty (30) days’ notice before any price increases can be applied.
d) If the Client’s credit card payment or payment by cheque is rejected or if the credit card expires, the Client agrees to pay all amounts due upon demand. Following any such non-payment, CEC may require the Client to provide a second valid credit card before continuing to provide the services. The Client will be responsible for any over the credit limit fees or NSF fees. CEC reserves all rights to take all steps necessary to collect amounts due from the Client, including but not limited to legal action and/or using third party collection agencies.

5. Additional Work

5.1. For project-based services, the following services fall under the definition of “Additional Work”:

a) supplemental design mockups or iterations not included under “Design Specifications” (see section 7);
b) text changes to the Client’s content;
c) programming changes not included in original scope;
d) premium stock photography;
e) SEO campaigns; and
f) any other work that CEC deems as Additional Work.

5.2. For monthly subscription-based services, the following services fall under the definition of “Additional Work”:

a) supplemental design mockups or iterations not included under “Design Specifications” (see section 7);
b) text changes to the Client’s content;
c) programming changes not included in original scope;
d) premium stock photography;
e) other major functionality or design revisions to the website;
f) SEO campaigns; and
g) any other work that CEC deems as Additional Work.

5.3. Additional services will be billed on an hourly basis at CECs current hourly rates.

6. Cancellation

6.1. For project-based services:

a) If the Client chooses to abandon the project at any point in the development lifecycle, CEC may retain the Deposit and any monies paid prior to the cancellation as compensation for work CEC has carried out until the cancellation date. Upon cancellation of services, CEC shall provide the Client with a final invoice for all work completed up to and including the cancellation date. Should there be any outstanding balance to be paid on the final invoice, the Client shall pay to CEC the full amount of the invoice within seven (7) days following receipt of the invoice from CEC.

6.2. For monthly subscription-based services:

a) The Client may cancel the services with a minimum of a thirty (30) days’ written notice to CEC prior to the end of the subscription month. The Client will not be charged for another subscription month, but there will not be any prorating of unused time in the last billing cycle. However, should the Client elect to terminate the monthly subscription services within the Initial Term, the Client would be responsible for making any payments to complete the remainder of the twelve-month term; or
b) CEC may cancel the services at any time with a minimum of a thirty (30) days’ written notice to the Client prior to the end of the subscription year. The Client will not be charged for another subscription year, and there will be a prorating of unused time in the last billing cycle. Such prorated fees will be reimbursed to the Client within fourteen (14) calendar days.

7. Design Specifications

7.1. CEC will select 3 to 5 templates to use as a creative concept. Upon Client approval, CEC will customize selected template to meet website specifications.

7.2. CEC will create one design mockup for review by the Client (unless otherwise specified in writing). Additional design mockups are subject to additional cost.

7.3. The design is fully based on information received from the client through the Discovery Phase – the Client must ensure that CEC is provided with sufficient information in order to produce the design to the Client’s specifications.

7.4. CEC will perform two (2) iterations to the design mockup.

7.5. Any and all changes must be received in a single work list per iteration. CEC reserves the right not to include any changes received by CEC outside of the single work list in the final product.

7.6. Additional iterations may be subject to additional cost.

8. Programming Specifications

8.1. In order to maintain programming and scope integrity, once the programming scope is approved, no further changes will occur until the programming phase is complete. Additional charges may apply to additional functionality requests after the estimates have been approved and agreed upon. For monthly subscriptions, additional charges may be added as a one-time fee or an additional fee to the monthly subscription amount.

9. Time Limitations

9.1. CEC will endeavor to meet the timelines as per these terms and conditions, however, CEC cannot be held responsible in case of delays on the part of the Client. Should a delay occur due to fault of the Client, CEC will provide the Client with an email notification advising that such a delay has occurred. Work on the project shall not resume until the reason for the delay has been resolved by the Client and notice of its resolution has been provided to CEC, and a reasonable extension shall be provided to CEC to complete the delayed work.

10. Acceptance Testing

10.1. Upon completion of the Project and the delivery of all items required to be provided according to the final scope, the Client shall have ten (10) days from such completion to inspect, test and evaluate the Project. CEC will provide full bug testing, but the Client acceptance testing process is critical to assure that the deliverables meet the Client’s requirements. If the Client does not respond within the ten (10) day period, then the deliverable is deemed to be accepted by the Client. Any changes requested after this time will be charged on an hourly basis.

10.2. Written notice of defects must be completed in a single work list. CEC reserves the right to not cure any defects that were sent by the Client to CEC outside of the single work list.

11. Warranties

11.1. The warranty period commences the earlier of the following to occur:
a) once all deliverables are loaded onto the client designated server; or
b) once all deliverables have been provided directly to the Client via email.

11.2. CEC represents and warrants that, for ninety (90) days following acceptance of the project by the Client, the project deliverables will be free from programming errors and defects in workmanship and materials, and will conform to the specifications provided by the Client, subject to sections 2 and 7 of these Terms and Conditions. If programming errors or other defects are discovered during the warranty period, CEC shall promptly remedy them at its own expense.

11.3. This warranty is rendered null and void if the Client has made any modifications to the code or to the hosting platform.

12. Limitation of Liability

12.1. To the fullest extent permitted by law in each applicable jurisdiction, CEC, its officers, directors, shareholders, employees, affiliates, and/or agents, shall not be liable to the Client for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from:

a) any damages to or viruses that may infect a site visitor’s computer equipment, software or other property which result from a site visitor’s access to, use of or browsing in any site designed by CEC;
b) any content in any site linked to a site designed by CEC;
c) any damages which result from the downloading of material, data, or images from any site designed by CEC;
d) any errors, mistakes, or inaccuracies of or in any content on a site designed by CEC;
e) any unauthorized use of copyrighted or trademarked works. The websites designed by CEC are done so at the direction of, and based on information provided by the Client. It is the sole responsibility of the Client to secure copyright and other appropriate consents where necessary for the inclusion of any material, data and information provided to CEC so as to enable CEC to incorporate said materials into the website. The following falls under these categories: (i) text (ii) graphics (iii) logos (iv) photographs (v) materials protected by copyright and/or trademark;
f) any illegal, defamatory, or content that otherwise infringes on third party rights whatsoever; and
g) loss of business resulting from the use or the inability to use the website designed by CEC.

12.2. If CEC fails to complete the project in accordance with the specified project schedule, as a result of CEC’s negligence, thereby causing damage to the Client, the parties agree that CEC’s maximum liability to the Client is 10% of the contracted price.

13. Indemnity by The Client

13.1. The Client agrees to defend, indemnify, and hold harmless CEC, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses, including reasonable legal fees, arising from:

a) the Client’s violation of any term of these Terms and Conditions;
b) the Client’s violation of any third party right, including any copyright, access rights, property, or privacy right; and
c) any intentional or negligent acts, errors or omissions by the Client arising out of or in connection with the Client’s agreement with CEC.

14. Non-Disclosures and Confidentiality

14.1. For purposes of these Terms and Conditions the term “Confidential Information” means all information that is not generally known by the public and that: (i) is obtained by CEC from the Client, or that is learned, discovered, developed, conceived, originated, or prepared by CEC during the process of performing this Agreement, and (ii) relates directly to the business or assets of the client. The term “Confidential Information” shall include, but shall not be limited to: inventions, discoveries, trade secrets, and know-how; computer software code, designs, routines, algorithms, and structures; product information; research and development information; lists of clients and other information relating thereto; financial data and information; business plans and processes; and any other information of the client that the client informs CEC, or that CEC should know by virtue of its position, is to be kept confidential.

14.2. CEC agrees that they will not disclose to others, use for its own benefit or for the benefit of anyone other than the Client, or otherwise appropriate or copy, any Confidential Information, whether or not developed by CEC, except as required in the performance of its obligations to the client hereunder. The obligations of CEC under this paragraph shall not apply to any information that becomes public knowledge through no fault of CEC.

15. Assignment of Project

15.1. CEC reserves the right to use subcontractors to accomplish certain elements of the project or ongoing maintenance needs.

15.2. The parties acknowledge that CEC shall perform its obligations hereunder as an independent contractor. The manner and method of performing such obligations will be under CEC’s sole control and discretion. It is expressly understood that CEC’s employees and agents, if any, are not the Client’s employees or agents, and have no authority to bind the Client by contract or otherwise.

16. Stock Photos

16.1. CEC will include basic stock photography as part of its design services. Premium stock photography (ie. Getty Images) is not included in the cost of the project and is subject to an additional cost.

16.2. If a stock photo is used from CEC’s image bank or subscriptions, CEC retains the license to that photo. The photo is not to be used in any other publication or medium without the consent of the photographer, and/or CEC.

16.3. If the Client wishes to have unlimited use of the stock photos for their project, they must purchase the photos under their own name and at their own cost in order to retain legal license to use the images.

17. Ownership and Credit of Work(s) Delivered (Intellectual Property)

17.1. The Client agrees that CEC may put a small text link to our website at the bottom of the Client’s website to establish authorship credit. This link is to remain on the Client’s website until such time the website is no longer operational or is redesigned and/or rebuilt by a different party. The Client also agrees that CEC may display aspects of completed work(s) as part of CEC’s Portfolio of Work(s), without notice to the Client.

17.2. Until completion of the project, CEC will retain all copyrights to material produced by CEC, their employees, and/or agents.

17.3 Upon completion of the Initial Term and provided that all outstanding payments have been made in full, CEC agrees to transfer complete ownership of the website, all source files and any additional design materials to the Client.

18. General Terms and Conditions

18.1. The waiver by any party of any right it may have under these Terms and Conditions or of any breach of these Terms and Conditions shall not operate or be construed as an amendment of these Terms and Conditions or a waiver of any future right or breach.

18.2. The use of headings in these Terms and Conditions is for convenience only and shall not be used to interpret these Terms and Conditions.

18.3. These Terms and Conditions, together with any written Agreements entered into with CEC, shall constitute the entire Agreement between the parties and there are no covenants, representations or warranties, express or implied, statutory or otherwise.

18.4. These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to all matters arising out of this Agreement.