Treefrog Inc. (hereinafter referred to as “Treefrog”), a provider of Services, including but not limited to, graphic design, social media, search engine optimization, website design and development, app design and development, custom system design and development, IT infrastructure, e-mail, website hosting and domain name services, and more. The Terms, as define below, set out the Conditions under which Treefrog will provide Services to the Client. Treefrog reserves the right to change, add, subtract or in way alter these Terms and Conditions without the prior consent of the Client.
Treefrog shall provide services pursuant to statement(s) of work (herein “SOW”) that are mutually agreed upon and executed by the Client and that will set forth the detailed description of the work, deliverables and compensation for each project. Each SOW shall be issued in accordance with these Terms and Conditions. In the event the Client wishes to expand the scope of the Services to be performed or requests that Treefrog perform Services not covered under a previously executed SOW, the parties will revise/execute a SOW prior to Treefrog’s commencement of the expanded and/or new Services and will authorize SOW.
Treefrog will use its reasonable endeavours to provide the Services in accordance with any timescale, but will not be liable to the Client where, based on those reasonable endeavours, it fails to meet any timescale.
Treefrog reserves the right at any time and from time to time improve, correct, or otherwise modify all or any of the Services including substituting Software and/or Equipment.
- Payment terms will be listed in each SOW.
- All funds are in Canadian dollars.
- The prices listed in the SOW are solely for the services and products listed under the deliverable description of the SOW.
- The project costing in each SOW is based on the entire project in its entirety.
- Acceptable payment methods include, but are not limited to, cash, electronic transfer, company cheque, certified personal cheque, or valid credit card.
- Any banking fees incurred by Treefrog for NSF payment will be paid by the Client.
- Where applicable, Payments more than thirty (30) days overdue may be subject to a 1.5% monthly fee.
- Where applicable, Payments more than thirty (30) days overdue may result in revoked support of services or a shut down of all Services. A letter of termination may be provided to the client with thirty (30) days notice prior to any services by revoked.
- Treefrog reviews each invoice for accuracy and value before sending. However, it is important that the Client promptly reviews the invoices and approves them for payment. If the Client cannot approve any portions of the invoices, the Client agrees to contact Treefrog promptly to discuss the problem. If the Client does not inform Treefrog of disapproval of billings or the overall amount of ongoing charges, Treefrog will continue to provide Services in reliance on the Clients implied approval of billings. The Client agrees that all invoices are deemed to be approved fifteen (15) days after receipt unless notified in writing of the Clients disapproval within fifteen (15) days of receipt of the applicable invoice. Notwithstanding anything to the contrary herein, in the case of a dispute over an invoice or portion thereof, all payment obligations shall continue to apply to all undisputed portions of such disputed invoice.
- Final payment is due prior to Treefrog delivering the final product; however, some deliverables, such as, search engine optimization, may be completed after the go-live of a website.
- Where applicable, recurring payments are due two-weeks in advance for any services provided.
- Where applicable, recurring payments received 7 days after the invoice issue date are subject to a $90.00+HST administration fee.
- Where applicable, delays to the project on the part of the Client for more than 30 days are subject to a monthly administration fee of 3% of the project value for each 30-day period from the point of last communication by the Client.
- Where applicable, Hosting/LEAP™ license fees are effective immediately after go-live of the website. Further, Hosting/LEAP™ fees are also applicable if the project has been installed on Treefrog servers and the timelines are paused or affected by the Client for greater than 60 days.
- Where applicable, Treefrog recommends and applies suitable hosting level deliverables applicable to the demands of the Clients site(s) or system(s). Treefrog reserves the right to review and advise of hosting level changes with a 30 day notice of billing change as needed to protect, provision, and sustain the Client services at an industry standard level.
- If travel is required, all travel expenses will be invoiced to the Client at cost. For day travel, time may be invoiced to the Client at a rate of $135.00+HST per hour per person.
- Courier costs will be invoiced to the Client.
Ownership of Materials
- The Client will receive ownership of any intellectual property, materials, code, and/or artwork created for the Client upon receipt of final payment by Treefrog.
- The Client warrants that all content, verbiage, graphics, images, videos, drawings, downloads, pictures, artwork, iconography, and fonts provided by the Client is owned by the Client or that the Client has been granted the appropriate permissions from the Owner to use such content.
- Treefrog warrants that all artwork, code, and/or materials developed are based on convention industry standards and best practices.
- Treefrog and its designers reserve the right to include a design signature on websites and to use samples of work (logos, websites, and other graphic designs that they have created) for use in Treefrog marketing and reference materials, tradeshows, and portfolios as approved by the Client.
- Authority of Use:
- Where applicable, the Client warrants that all attendees of Training have agreed to use their personal social media accounts for learning activities. Treefrog warrants that all training activities requiring posting of content will be suitable and appropriate content that will uphold a professional standard.
- Social Media accounts owned by the Client, or where the Client has been granted the appropriate permissions to use such accounts may be used for demonstrations with Authority where content changes and postings are approved in advance by the Client.
- Where applicable, Treefrog will use the best available resource based on their knoweldge for a project subject to the timelines and industry standard as to when the project is being developed. This may include the use of royalty free images, open source code, one time downloads, or otherwise seen appropriate for the project.
All information and design concepts discussed remain confidential and cannot be released by either the Client or Treefrog without written consent by both parties.
“Confidential Information” is defined as all information concerning Treefrog, the Client and employees, Clients and vendors, including but not limited to, designs, drawings, specifications, models, software, customer lists, business plans, marketing plans, product development information, brand strategies, strategies for new products, financial information, pricing strategies, business strategies, research techniques, Client or prospective Client information, source codes, object codes, training content and materials, trade secrets, quality assurance processes and materials that are not known to the general public.
Treefrog and the Client agree to hold the Confidential Information in confidence; to take reasonable precautions to protect such Confidential Information; to not divulge any such Confidential Information to any unauthorized person; to not make use whatsoever, at any time, of such Confidential Information except as required to fulfill the required services of a SOW. Both parties shall at all times, whether during or subsequent to the terms and conditions of Treefrog, maintain the confidentiality of such information and shall not disclose any such information, directly or indirectly, to any other person without the prior written consent of the other party.
Treefrog reserves the right to make use of industry standard, cloud-based software, i.e. Salesforce, Basecamp, that may contain confidential information. Treefrog will proactively endeavor to ensure all information remains confidential.
Treefrog and the Client agree to not disclose or to transfer either parties’ personal data to third parties for marketing without prior written consent.
- The Client agrees that additional fees may apply where the Client requests changes1 or products that are not outlined within the SOW are requested.
- Late deliveries of required materials for the project from the Client will result in a change to critical path timelines. This includes, but is not limited to, copy, artwork, feedback or sign off.
- Each deliverable, unless specified otherwise, includes one (1) minor revision. Revisions requested by the Client in excess of the included number will be invoiced hourly at industry standard rate.
- Where applicable, changes to the websites, content, or digital assets once they have been presented to the Client for the go-live will be billed at industry standard rate.
- Where applicable, funds received by way of a grant are to be used for the sole purpose of the grant allocation and can not be substituted for other services.
- Where applicable, changes made to the Services under a re-occuring SOW for Marketing Partnership or Single Service Retainers require a minimum two (2) billing cycles notice. If the change is greater or lesser than 15% of the total amount, Treefrog will require an updated strategy, which will take place in the following invoice cycle to which notice was given.
- Where applicable, changes1 to third-party systems and/or Application Programming Interfaces (API’s) that may impact the Client’s website are outside of Treefrog’s control. As a result, any changes required of Treefrog are outside of the scope of SOW’s and are billable. This includes, but is not limited to, social media systems, Application Program Interfaces (APIs), Really Simple Syndication (RSS newsfeeds), device operating systems and browser versions.
1 “Changes” as defined include requests made for deliverables of services that are not listed in the SOW and/or change requests made to a deliverable that has already been approved by the Client; such as, architectures, graphic design, programming scopes, etc.
Interpretation of Scope
Treefrog’s professional interpretations of deliverables, based on the project description as outlined in the SOW, are to be accepted as the basis on which it was quoted and, therefore, the basis of what is to be delivered. Where conflicts happen, work is to be delivered at Treefrog’s standard hourly rates as divisible into the overall project value.
Standard hourly rates are:
- Graphic Design, Architecture, Search Engine Optimization, Social Media, Project Management, Account Management, Content Services – $135.00+HST per hour.
- Programming, Slice, App Development, Front End Development, Back End Development – $175.00+HST per hour.
- Consulting, Training and Strategy, After Hours Techincal Support – $350.00+HST per hour.
The Client warrants that any product or service delivered by Treefrog will be used within legal and/or morally accepted standards. It is solely the responsibility of the Client to evaluate the quality, adequacy, accuracy, completeness, currency, validity, and usefulness of all opinions, advice, services and other information provided on the website. User violation of this policy may result, but not limited to, the suspension or cancellation of Client access to its website, the LEAP™™ Content Management System, servers, tools, information, and databases.
- Project SOW may be terminated by either party on the receipt of thirty (30) days’ written notice and the payment from the Client to Treefrog for work undertaken and expenses incurred (or any outstanding SOW) up to and including the expiration of the 30-day notice period.
- Reoccuring Services SOW may be terminated by either party on the receipt of the following notice:
- Reoccuring Hosting services require a minimum thirty (30) days’ written notice and the payment from the Client to Treefrog for work undertaken and expenses incurred (or any outstanding SOW) up to and including the expiration of the 30-day notice period.
- Reoccuring Marketing Partner or Single Service Retainer:
- Up to $1,000.00 per invoice cylce, two (2) billing cycles and/or thirty (30) days’ written notice and the payment from the Client to Treefrog for work undertaken and expenses incurred up to and including the expiration of the 30-day notice period.
- Over $1,000.00 up to $2,500.00 per invoice cylce, four (4) billing cycles and/or sixty (60) days’ written notice and the payment from the Client to Treefrog for work undertaken and expenses incurred up to and including the expiration of the 60-day notice period.
- Over $2,500.00 per invoice cylce, six (6) billing cycles and/or ninety (90) days’ written notice and the payment from the Client to Treefrog for work undertaken and expenses incurred up to and including the expiration of the 90-day notice period.
- Upon termination of a SOW, Treefrog reserves the right to collect payment for the revenues earned up to that point based on time served on the project. Treefrog will provide the Client with a complete breakdown of all time served on the project up to the date of termination. This includes, but is not limited to, the deliverables listed in SOW’s, consultation, internal meetings, project management, accounting, administration, and meetings with the Client. The time-served fee will be calculated based on Treefrog’s standard hourly rate.
- Where applicable for recurring services, if the Client terminates the SOW prior to the end period agreed upon within the SOW, Treefrog reserves the right to collect outstanding amounts owing to date, and no additional amounts will owe.
- If Treefrog terminates a SOW prior to completion, all fully paid intellectual property, materials, code, and/or artwork will be provided to the Client at no charge.
- Where applicable, during the development stages, should the Client cease to communicate with Treefrog for a period of more than 30 days, Treefrog reserves the right to collect payment for the revenues2earned to that point, and the SOW is considered terminated.
- Where applicable, Treefrog and the Client understand and agree that in the event a SOW is terminated, the Client may need to release a reasonable amount of information in order to facilitate the successful move of the website to another party. Backups of all intellectual property, materials, code, and/or artwork may be provided for a fee, conditional on the account being current.
- Upon termination of the entire SOW and receipt by the Client of all required properties, Treefrog reserves the right to delete all installed intellectual property, materials, code, and/or artwork.
- Treefrog reserves the right to destroy all project-related collateral upon completion of the project or within thirty (30) days of the project going live or being delivered to the Client.
2 “Revenues” are calculated based on the number of hours invested by Treefrog from the commencement of the project to the date of notice of termination billed at Treefrog standard hourly rate. Should the project investment be greater than the current revenues received, the Client will be invoiced for the difference. Should the project investment be less than the current revenues received, a credit for the difference will be applied to the Client’s account for use at a future date.
Non-Solicitation of Employees
During the term of an active SOW and for a period of one year after its termination,both parties agree that neither the Client nor Treefrogshall for its purposes or for the purposes of any third party, directly or indirectly, through a separate legal entity, hire or solicit for hire, whether by employment or as an independent contractor, any person who is in the employment of the other partyor has been in the employment of the other party.
Limitation of Liability, Indemnification, Governing Laws, Notices
Limitation of Liability: Upon completion of SOW, Treefrog shall not be liable to the Client for any compensation, reimbursement or damages for any loss of anticipated sales or profit or for any other loss whatsoever.
Indemnification: The Client agrees to defend and indemnify Treefrog against and hold Treefrog harmless from any and all claims, demands, judgments, causes of action and all liabilities, damages, and expenses resulting therein, including, but not limited to, personal injury, property damage, third party claims against Treefrog related to the website, digital assets and associated applications. Where applicable, the Client further agrees to indemnify Treefrog against all judgments from third-party use of the website.
Governing Laws: The Terms and Conditions shall be interpreted and construed according to and governed by the laws of Ontario, Canada. The federal or provincial courts located in Newmarket, Ontario, Canada or York Region, Ontario, Canada shall have jurisdiction to hear any dispute under these Terms and Conditions.
Notices: Any notices required or permitted to be given under the provision of a SOW shall be in writing and shall be sent by personal delivery or registered mail. Any notices to Treefrog shall be addressed to the attention of the CEO of Treefrog, and any notice to the Client shall be addressed to the attention of the Signing Authority of the Client. No notice shall be effective unless it is received at the location and given in accordance with the foregoing provisions and until it is received at the location.
Surviving Sections, Waiver, Notices
The sections titled Ownership, Confidential Information, and Indemnification in these Terms and Conditions set forth independent covenants that survive the expiration or termination of an SOW and that remain in full force and effect.
The failure of either party to these Terms and Conditions to enforce or to require strict compliance or performance by the other for any provisions of a SOW shall not constitute a failure of such provisions and shall not affect or impair the rights of the parties to enforce those provisions of a SOW.
Last updated: June 7, 2018