This Statement of Work (“SOW”) for Services is entered into between Studio Co.Creative and the client (“Customer”) as outlined in the purchase confirmation. This SOW is entered into as of the date of the purchase.
The terms of this SOW are limited to the scope of this SOW, and shall not be applicable to any other Statements of Work. In the event of any conflict within this SOW, this SOW will prevail with respect to the rights and obligations set forth in this SOW.
01. Project Scope
This SOW defines the services and deliverables that Studio Co.Creative shall provide to the Customer under the terms of this SOW (“Services”)
Project Name: Custom Website Design Add-On
Services: Studio Co.Creative will create a custom website for the Customer utilizing the Squarespace platform, and then teach the Customer how to maintain the website after it goes live.
Deliverables: the website will include a Home, About, Products/Services, Blog, and Contact pages. Any additional pages will be invoiced separately.
Project Schedule: Services will commence after the Project Kickoff meeting and review of the Brand Book delivered in BEGIN Part 01. Studio Co.Creative will have a lead-time of up to a maximum of seven (7) Business Days to schedule the Services. Unless otherwise agreed, Services as described in this SOW will be provided by Studio Co.Creative during Standard Business Hours 9:00am to 5:00pm on Business Days. The parties will mutually agree to an initial schedule at project kick-off and amend the schedule as necessary during the Services. Completion of the Services by the completion date agreed upon in the project kick-off might be dependent upon Customer meeting certain of its obligations and assumptions hereunder.
Changes: any change (as hereinafter defined) requested by Customer to the Services in a Statement of Work shall be described in a written change order (the “Change Order”). All Change Orders agreed to hereunder shall be executed by both parties and shall be deemed valid amendments to the Statement of Work referenced in such Change Order. A “Change” is defined as any activity that alters the scope of the services, schedule, deliverables or cost of the Services. Studio Co.Creative will have 5 business days to assess a Change Order and provide an estimated written timeline and/or cost impact. Customer will have 5 business days to accept in writing such estimate. Studio Co.Creative shall not commence the execution of a Change Order, or continue any work of the initial scope that might be altered by the Change, until such time Customer has accepted the estimate.
02. Project Assumptions and Exclusions
Services and service pricing are based upon the following assumptions and exclusions (“Assumptions”). Any additional costs identified as a result of material deviations from these Assumptions will be managed through the Change Management Procedure specified in Section 1.5 of this SOW The parties agree that material changes in the Assumptions may result in an adjustment in the pricing stated in this SOW.
Studio Co.Creative recommendations and deliverables are based upon Customer information provided to Studio Co.Creative at the time of the Services. Studio Co.Creative shall not be liable for the accuracy or completeness of the Customer information contained in the Studio Co.Creative recommendations.
Timely execution of Studio Co.Creative’s duties under this SOW are dependent on availability and suitability of Customer resources and priorities. Studio CoCreative cannot be held accountable for delays introduced by Customer due to issues beyond Studio Co.Creative’s control.
Customer may at any time and without cause terminate this SOW for convenience in respect of all of the non-completed portion of Services or the work to be delivered under this SOW upon giving Studio Co.Creative thirty (30) days prior written notice. Upon receipt of a notice of termination, Studio Co.Creative shall commence the orderly wind down of the work, prepare its statement of account for the Services or work performed (including the prorated fees for any partially completed Milestone or Deliverable) up to the termination effective date specified in the notice and subject to Customer's payment obligations under the SOW, deliver to Customer all completed Deliverables and Customer materials within fifteen (15) days of the termination effective date specified in the notice.
Assumptions required will include: logo, Brand Book (or alternate approved brand exercises), photography (i.e. client pictures), mission, objectives, and colour scheme. Studio Co.Creative reserves the right to identify additional assumptions during the execution of this SOW as required.
03. Governing Terms and Conditions:
The terms and conditions set out in this SOW constitute the exclusive and entire agreement between Customer and Studio Co.Creative regarding the Services.
This SOW will be deemed accepted and will be a binding contract on Studio Co.Creative, and Customer upon the earlier of (a) delivery any part of the Goods or services to Client; (b) commencing performance of any Services; or (c) execution of the present SOW.
05. Full Compensation and Payment:
Except as otherwise provided in the SOW, the stated purchase price shall be the only compensation payable to Studio Co.Creative for the supply of the Services. All prices shall be exclusive of all applicable provincial, state or federal sales taxes.
06. Price Inclusive:
Unless otherwise specified in the Quote or SOW, the stated purchase price shall include all duties, levies, freight charges, packing charges, insurance charges, installation charges and any other charges whatsoever in connection with the Goods and/or Services.
Any specifications, designs, or other similar items, or other technical, commercial, or financial information relating to Customer’s business and expressly identified on the face of the document as confidential by Customer (the “Information”) which Studio Co.Creative may obtain in connection with the Quote or SOW will be deemed to be confidential. Studio Co.Creative will not use the Information for its own purposes (other than for fulfilling its obligations under the Quote).
Studio Co.Creative agrees that it will complete delivery of the Goods and/or perform the Services according to the times specified in the Quote. Studio Co.Creative will not be liable for delays in delivery of the Goods or in performance of its Services due to causes not within her reasonable control. Should the delay be more than 1 month, Studio co creative shall be entitled to terminate for cause this SOW with a 5 days notice.
Neither party shall be liable to the other party under any cause or action or theory of liability, even if a party has been advised of the possibility of such damages for any (a) indirect, incidental, special, consequential, or exemplary damages; (b) loss of profits, revenues, customers, opportunities, or goodwill. The aggregate liability of either party will not exceed the amounts paid by client under this agreement.
10. Governing Law:
This SOW will be governed by the laws of the Province of Alberta and the laws of Canada applicable therein (excluding such jurisdictions conflict of laws rules and the United Nations’ Convention on Contracts for the International Sale of Goods) will apply to and govern the interpretation, validity, and enforceability of the Quote.
If any clause is unenforceable it shall be severed and the other clauses will remain in full force. Any clause which by its nature should survive termination will do so, including without limitation the Confidentiality, Liability clauses.
The parties are independent contractors and nothing herein shall make them agents, employees, or partners and there shall be no joint liability. The non-exercise by a party of a right hereunder does not constitute a waiver of such right.