Updated: April 13, 2021
Our Service Agreement
This Service Agreement (the "Agreement") sets forth terms under which Welma Inc. doing business as ShopiFixer ("Company") shall provide services to the Client (identified by First and Last Name and or Company Name on the payment processor used to facilitate the financial transaction).
The agreement becomes effective on the date that the first payment for services is received by ShopiFixer.
1. Scope of Services
The Company is to provide the Client with the following services (the "Services"):
- Website Design and Development
- Technical Implementation
- WordPress Maintenance and Website updates including but not limited to updates to the theme, plugins, core files, content and code
- Website Hosting
- Email Marketing
- Consulting Services
Any feedback from the Client that is necessary for the Company to deliver the Services must be provided within 5 business days of our request, In the event that delayed feedback requires the Company to provide the Services outside of the 5-business day period, the Client acknowledges it will be billed at the hourly rate of $75.
For Clients who are on a monthly plan, all corrections, changes and other feedback must be received at least 7 business days before the end of the month for which the Services are being provided to allow the Company to complete the Services by the end of the month. In the event that delayed feedback requires the Company to provide the Services outside of the monthly plan, the Client acknowledges it will be billed at the hourly rate of $75.
Clients who retain the Company for project-based services will receive 30 days of post-launch support as part of the Services, such support to include small edits, improvements to functionality and corrections to bugs. Amendments which include work outside of the original project scope and requests for support after the 30-day period following the launch will be billed at the hourly rate of $75.
2. Compensation; Payment
Client shall provide compensation to the Company at a rate agreed upon via an estimate or online shopping cart. Services include recurring monthly or annual payments as stated on the ShopiFixer website, invoice or estimate provided to the client. By signing up for a service, you agree to pay ShopiFixer the applicable setup fees and recurring fees. Applicable fees will be invoiced starting from the day your services are established and in advance of using such services. Payments which cannot be processed are subject to a NSF fee of $45 in addition to the missed payment. ShopiFixer reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Services can be cancelled by you at any time by clicking the link on the Client Portal page, or submitting written notice to ShopiFixer. Cancellation of service means that you will not be rebilled after the cancellation date. Service will continue until the end of the paid service period. All fees are payable in United States currency unless otherwise indicated and are subject to change upon 30 days' notice.
Your satisfaction is important to us. Yet, because of the extensive time, effort, preparation, and care that goes into providing Services, we have a no refund policy. Unless otherwise provided by law, you acknowledge that we do not offer refunds for any portion of your payment for any of our Programs, Products and Services and Program Materials, and no refunds will be provided to you at any time. By using and/or purchasing any of our Programs, Products and Services and Program Materials, you understand and agree that all sales are final upon signing the contract, and that our fee is fully payable at that time, and no refunds will be provided.
All clients enrolled in a monthly service or who need support within 30 days of a single purchase receive support via our Live Chat, Client Portal or Support email. This means the ability to make requests for technical support assistance at any time (with reasonable efforts by ShopiFixer to respond within 1-2 business days) concerning the use of ShopiFixer Services. All support will be provided in accordance with ShopiFixer standard services practices, procedures and policies. For clients not enrolled in a monthly service, support will be limited to corrections of the services provided and will not include any additional tasks.
3. Term; Termination
This Agreement shall commence on the date the first payment has been received by the company and remain in effect until the Services are completed. This Agreement may be extended by mutual written consent of both parties. If either party seeks to terminate this Agreement, the terminating party must provide 7 days' notice to the other party.
The Company reserves the right to immediately terminate this Agreement at any time if a client breaches any of the provisions of this Agreement, including a failure to pay as agreed. The Company may also choose to suspend service until the Client corrects the breach.
4. Independent Contractor Status
The Company is serving as an independent contractor in providing the Services. Under this Agreement, the Company is neither an employee nor a partner of the Client.
The Company will maintain the confidentiality of all Confidential Information that may be disclosed by the Client in the course of this Agreement and will only use the Confidential Information to provide the Services unless if it is:
- Provided with the written consent of the Client to disclose the Confidential Information; or
- Required to disclose the Confidential Information by law or by the requirement of any judicial, legislative, administrative or other governmental body.
For the purposes of this Agreement, "Confidential Information" means all data and information provided to the Company by the Client which is not:
- Information that is generally known in the industry of the Client;
- Information that is now or subsequently becomes generally available to the public through no wrongful act of the Company;
- Information rightly in the possession of the Company prior to the disclosure to the Company by the Client;
- Information that is created by the Company without direct or indirect use of the Confidential Information; or
- Information that the Company rightfully obtains from a third party who has the right to transfer or disclose it.
The Client agrees that during the validity of this Agreement and for a period of six months after its termination, the Client will not solicit, recruit or hire any employee or independent contractor of the Company to provide services which are the same or similar to the Services which were provided to the Client by the Company.
7. Intellectual Property
All work performed under this Agreement ("Work Product"), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of ShopiFixer. The Client acknowledges that, as between the Company and Client, the Company owns all rights in the Work Product. The Company hereby grants the Client an irrevocable, non-exclusive, royalty-free, fully paid-up, perpetual, and worldwide license to use, distribute, transmit, broadcast, sub-license, produce, reproduce, perform, publish, and modify any Work Product provided to the Client by the Company under this Agreement, solely for the purposes for which such Work Product was provided to Client and in the course of Client's interests and business.
In order to provide the Services, the Company may use its own licences for plugins, themes and other tools. The Client acknowledges that the Company is and remains the owner of any licence necessary to provide the Services to the Client. The Company will be responsible for ensuring the licence's availability as long as necessary to provide the Services to the Client. The Client acknowledges that the Company may discontinue licence renewals if the Client ceases to be a client or if the Company decides to no longer use that tool to provide the Services.
9. Disclaimer of Liability
To the fullest extent permitted by applicable law, we expressly exclude any liability for any direct, indirect or consequential loss or damage incurred by you or others in connection with our Sites and Services, including without limitation any liability for any accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental distress, condition or issue, physical, mental, emotional, or spiritual injury or harm, loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, loss of goodwill, wasted time and for any other loss or damage of any kind, in law or in equity, however and whether caused by negligence, breach of contract, or otherwise, even if foreseeable. You specifically acknowledge and agree that we are not liable for any defamatory, offensive or illegal conduct of any other service or user, including you. You also acknowledge and agree that we are not liable for any loss arising out of breaches in data security, cyber attacks and security backdoors. Websites designed by ShopiFixer are not compliant with the American Disabilities Act (ADA). An external solution that addresses these issues at an additional cost. ShopiFixer is not responsible for compliance with the ADA.
We make no warranties as to our sites and services. You agree that our sites and services are provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant in law and in equity we disclaim all warranties, express or implied, including but not limited to, implied and non-infringement. We do not warrant that the Sites and Services will be functional, uninterrupted, correct, complete, appropriate, or error-free, that defects will be corrected, or that any part of our Sites and Services are free of viruses or other harmful components. We do not warrant or make any representations regarding the use or the results of the information on our Sites or on third-party Sites in terms of their correctness, accuracy, timeliness, reliability, or otherwise.
Errors and Omissions
We make no warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information on our Sites and Services. Every effort has been made to present you with the most accurate, up-to-date information, but we cannot be held responsible or accountable for the accuracy of our content. You acknowledge that such information may contain inaccuracies or errors and we are not liable for any such inaccuracies or errors to the fullest extent permitted by law.
10. Indemnification, Limitation of Liability and Release of Claims
You agree at all times to defend, indemnify and hold us harmless, as well as any of our agents, contractors, officers, directors, shareholders, employees, joint venture partners, successors, transferees, assignees, and licensees, as applicable, from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses on a solicitor client basis, arising out of or related to our Sites and Services or your breach of any obligation, warranty, representation or covenant set forth in these Terms and Conditions or in any other agreement with us, to the full extent permitted by applicable law.
Limitation of Liability
We will not be held responsible or liable in any way for the information that you request or receive through or on our Sites and Services. We do not assume liability for accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, or otherwise, due to any act or default of anyone or any business, whether owners, staff, agents, joint venture partners, contractors, vendors, affiliates or otherwise, affiliated with us. We do not assume liability for any owners, staff, agents, joint venture partners, contractors, vendors or otherwise whose information provided by us or affiliated with us, to the extent that is legally permissible under applicable law, we assume no responsibility.
Release of Claims
In no event will we be liable to any party for any type of direct, indirect, special, incidental, equitable or consequential damages for any use of or reliance on the Sites or Services and you hereby release us from any and all such claims; including, without limitation, those related to lost profits, personal or business interruptions, personal injuries, accidents, misapplication of information, or any other loss, physical or mental disease, condition or issue, or otherwise, even if we are expressly advised of the possibility of such damages or difficulties, to the fullest extent allowable by applicable law.
All notices required or permitted under this Agreement will be provided in writing and delivered to both parties.
12. Governing Law
The laws of the Province of Ontario govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance, and enforcement. The parties agree to submit any disputes to the exclusive jurisdiction of the Superior Court of Ontario.
13. Assignment; Delegation
The Client may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the Company. Any purported assignment of rights or delegation of performance in violation of this section is void.
14. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the parties.