Client Service Agreement
This Services Agreement (“Agreement”) is made and entered into by and between Gigantic Group & Christopher Chappy Cottrell (“Freelancer”) and parties that receive custom proposals and invoices from Gigantic Group & Christopher Chappy Cottrell (“Client”). Now Therefore, for and in consideration of the mutual promises, covenants, and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto agree as follows:
In exchange for the fees set forth on your invoice and subject to the other terms of this Agreement, Freelancer agrees to perform the Services set forth in your custom proposal.
In exchange for the performance of the Services described in your custom proposal, Client agrees to pay Freelancer the fees set forth in your invoice. If work outside the scope of Services described in your custom proposal are requested by Client, Client will be billed at the rate of $75.00 / £70.00 per hour.
The fees described in section 2 will be due and payable as provided in your invoice. All fees remaining unpaid after 30 days will accrue interest at 1.5% per month (18% per annum).
Term and Termination
The Term of this Agreement shall commence on the commencement date in your custom proposal and shall terminate on the termination date in your custom proposal.
Any and all: (i) designing, writing, testing, debugging, troubleshooting, and maintaining the source code of websites or applications; (ii) data and databases; (iii) passwords and other access restriction information; (iv) writings; (v) works; (vi) copyrights; (vii) coding; and (viii) other intellectual property rights developed or created, either independently or in conjunction with others, during the Term of this Agreement and which were created or developed in completing the Services set forth in your custom proposal (the "Work Product"), shall be the sole and exclusive property of Freelancer. Upon Freelancer’s receipt of all Fees set forth in your invoice, Freelancer shall take any and all actions requested by Client, at the Client’s expense, to vest complete, good and marketable title to such Work Product in Client.
Freelancer warrants that the Services subject to this Agreement will be performed in a professional and workmanlike manner in accordance with industry standards and will conform to the written specifications contained in your custom proposal. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS OR ANY RESULTS TO BE ACHIEVED HEREFROM.
The relationship between Client and Freelancer is that of an independent contractor and nothing contained in this Agreement shall be construed as creating any other relationship whatsoever between Client and Freelancer.
Limitation on Liability
FREELANCER SHALL NOT BE LIABLE FOR, NOR SHALL CLIENT MAKE ANY CLAIM FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF FREELANCER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING WITHOUT LIMITATION, ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA, DAMAGES TO SOFTWARE OR FIRMWARE, OR COST OF PROCURING OR TRANSITIONING TO SUBSTITUTE SERVICES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, AND REGARDLESS OF WHETHER A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. THE TOTAL AGGREGATE LIABILITY OF FREELANCER ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL NET PAYMENTS PAID BY CLIENT TO FREELANCER FOR THE AFFECTED SERVICE WHICH GIVES RISE TO SUCH LIABILITY IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE CLAIM ARISES.
Client bears sole responsibility, legal and otherwise, for the content of all material appearing on its website and for its compliance with any law or regulation.
10. Media Release
Freelancer may use Client’s name and anything created for Client under this Agreement for promotional and advertising purposes for use in all media, including but not limited to social media, the internet, and print media.
This Agreement, and the parties' responsibilities under it, may not be assigned or subcontracted by either party without the prior written consent of the other party.
No failure or delay on the part of a party in exercising any right, power or privilege hereunder and no course of dealing between the parties shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any other rights or remedies which a party would otherwise have at law or in equity or otherwise.
13. Entire Agreement
This Agreement contains the entire agreement between the parties with respect to the transactions contemplated herein, and supersedes all prior oral or written commitments, understandings or agreement with respect to the matters provided for herein and therein.
14. Impossibility of Performance
Noncompliance with this Agreement for reasons of force majeure, such as acts of God; acts, regulations or laws of any government; war or civil commotion; destruction of production facilities and materials; fire, earthquake or storm; labor disturbances; failure of public utilities or common carrier; or any other causes beyond the reasonable control of the parties, shall not constitute material breach of this Agreement.