Professional terms and conditions
GHD Digital Canada (“GHD Digital”) and Client agree that any professional services performed by GHD Digital for Client relating to the scope of work (as set forth in the attached proposal and defined herein as the “Work”, but excluding website hosting services which are bound by separate terms and conditions) will be on the following standard terms:
- Payment. Invoices for services rendered will be issued as per agreed upon milestones. Amounts due will be increased at the rate of 1 1/2 percent per month, or the highest rate permitted by applicable law, whichever is less, after 30 days. GHD Digital reserves the right, without penalty, to discontinue services in the event of non-payment of undisputed amounts.
- Insurance. GHD Digital maintains statutory workers’ compensation insurance, technology errors and omissions, and general liability insurance which GHD Digital deems adequate. Certificates of insurance showing Client as certificate holder shall be provided on request.
- Reliance. GHD Digital’s services are solely for Client’s benefit and may not be relied upon by any third party without GHD Digital’s express written consent. Any use, change, or distribution of the Work without the written consent of GHD Digital shall be at Client’s risk and will not give rise to liability of GHD Digital.
- Standard of Care. GHD Digital shall perform the Work in the manner consistent with the level of care and skill ordinarily exercised by other professional firms acting under similar circumstances and at similar times. GHD Digital makes no other warranty, implied or expressed.
- Indemnity. GHD Digital shall indemnify and hold harmless Client for its services to the extent GHD Digital’s neglect or willful misconduct causes liability for the Client. Neither party shall be liable for any consequential loss, injury or damages suffered by the other party, including but not limited to loss of use, earnings, and business interruption.
- Limitation of Liability. To the maximum extent permitted by law, GHD Digital’s liability and that of its employees, agents, directors, officers, and subcontractors to Client due to any negligent acts, errors or omissions, shall not exceed $1,000,000, except as to damages resulting from the gross negligence or willful misconduct of GHD Digital.
- Intellectual Property. Client recognizes that GHD Digital has ownership in existing intellectual property in its patents, proprietary systems, processes, analytical tools and methods (“Existing Intellectual Property”). Such Existing Intellectual Property has intrinsic value to GHD Digital. GHD Digital uses its Existing Intellectual Property in the provision of its services, and GHD Digital may incorporate Existing Intellectual Property into the Work. Nothing contained herein shall grant Client, or any third party hired by Client, a license or right to use the Existing Intellectual Property other than as stated in this Agreement. In the course of performing the Work, GHD Digital may develop new proprietary systems, processes, analytical tools and methods (“Developed Intellectual Property”). GHD Digital shall grant a permanent, nonexclusive, royalty-free license to Client to use any Developed Intellectual Property without limitation.
- Confidentiality. Client hereby agrees not to disclose to any third party any information which is designated as confidential by GHD Digital, or which Client knows or has reason to know is a trade secret or confidential information of GHD Digital, except with the express written consent of GHD Digital. Client further agrees to use such diligence and care as required to avoid inadvertent disclosure of confidential information. Upon termination of this Agreement Client shall return or deliver to GHD Digital all trade secret and confidential information in its possession.
- Termination. GHD Digital may terminate this Agreement for nonpayment or other default by Client. Client’s obligations under this Agreement shall survive any such termination. The Client may terminate the agreement on written notice to GHD Digital with 30 days notice and upon payment of the remaining fees specified under the scope of the agreement.
- Force Majeure. In no event shall GHD Digital or Client be responsible or liable for any failure or delay in the performance of their obligations hereunder arising out of or caused by, directly or indirectly, forces beyond their control, including, without limitation, pandemics, epidemics, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that GHD Digital shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances.