Terms and Conditions
GamePlan Marketing Inc. will be referred to as GamePlan. [Client] will be referred to as Client.
Request to Change Orders in SOW
It may become necessary to amend the Statement of Work from time to time to reflect changes to the strategy or deliverables proposed, including addition of services not previously requested. GamePlan will work closely with Client to adjust and make any necessary program changes in the campaign in such instances within the original SOW wherever possible.
Both GamePlan and Client will review any proposed changes and approve it or reject it. If mutually approved, both parties will sign a letter outlining any changes to be made to the SOW. Such changes may affect pricing, schedules, and contractual commitments. GamePlan may issue an updated SOW indicating such changes.
Upon acceptance of changes requested, the scope of the work and costs will be modified appropriately, and the changes will be incorporated into the project. If the changes requested are rejected for any reason, the original campaign will proceed as outlined in accordance with the provisions of the executed and signed Statement of Work.
Vendors, Consultants and Contractors
GamePlan may choose to use subcontractors and 3rd party vendors to assist in the delivery of its professional services. GamePlan agrees that it is liable for the acts and omissions of its subcontractors and personnel.
Client acknowledges that GamePlan provides a valuable service by identifying and designating personnel (Consultants) from its own employees, other vendors and subcontractors to act as consultants for GamePlan collectively for performing Client work. GamePlan prides itself on aggregating its talent roster to provide substantial value to its clients, and Client acknowledges that GamePlan would be deprived of the benefits of their work force, if said Client were to directly hire Consultants after they have been introduced to Client by GamePlan.
Client will not circumvent GamePlan to its employees for direct hire, or to secure separate direct dealing with any introduced partners; vendors; or consultants that GamePlan introduces to Client for the period of 1 year following the termination of this SOW without prior consent.
Furthermore, if Client hires at any time, any Personnel or Consultants who are or have been assigned to perform work for Client under this agreement, Client shall pay GamePlan, within 45 days of the date of such hiring, an amount equal to 50% of the total first year compensation or consultant fees to be paid to such personnel, or vendor, or consultant; as a fee for the additional benefit obtained by Client and the loss in value suffered by GamePlan.
Limitation of Liability
In no event shall either Party’s recovery from the other party for any claim exceed the fees for Professional Services rendered, or the purchase price of any products, acquired pursuant herein.
Each Party will continue to own all copyrights, patents, trademarks, service marks, trade secrets, and other proprietary rights (Intellectual Property) that such party owned immediately prior to this Statement of Work, or that such party acquires or creates outside the scope of this Statement of Work. The underlying processes and methodology applied in preparation of the services contracted remains the property of GamePlan.
The payment schedule is stated above, under “Payment Milestones.”
- Deposit payment is due upon receipt of GamePlan’s invoice.
- Payment can be made online using the digital payment instructions on the invoice, or paid by cheque; money order; certified bank draft; or bank wire transfer. Payment shall be deemed to have been made as of the date of mailing of Client’s payment or electronic funds transfer. On any past due invoices, Client shall be subject to pay interest from the payment due date to the date of payment at the annual percentage rate of 18% (1.5% per month) or such lower a rate as may be the maximum allowable under applicable law.
If program is to be cancelled, Client will be billed a prorate portion of the balance of the contract for any deliverables and all materials provided to date.
- All the services contained in the program outlined in the SOW are considered “services for hire,” for the client.
- The agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. Both parties submit to the non-exclusive jurisdictions of the courts of Province of Ontario and all courts competent to hear appeals from them.
The Statement of Work and this Terms and Conditions represents the entire agreement for understanding the undertaking being made by both parties. It must be duly signed and dated by authorized personnel of both parties.