Please see below Terms & Conditions between the Client and Bartolini Consulting.
The Consultant shall submit an itemized invoice(s) of services performed and expenses incurred during the period of performance. Consultant may require advance or progress payments. Invoices are due and payable upon receipt by Client. On amounts not paid within 30 days of invoice date, Client agrees and shall pay interest from the invoice date until payment is received at a rate of 1.5% per month or, if less, the maximum rate allowed by law.
Client shall reimburse Consultant for costs and expenses (including legal and/or attorneys’ fees) incurred in collection under this consulting services agreement.
The Consultant is not responsible for any conditions that existed prior to the time the Consultant performed the work set forth in this consulting services agreement, or for any conditions that came into existence after the Consultant performed such services.
4. NO GUARANTEE
Despite the Consultant’s best efforts it is acknowledged by the Client that the Consultant provides no guarantee that the Concept will be successfully listed and retailed in any stores.
Documents generated by the Consultant are intended for the sole use of Client. Documents or computerized materials provided to Client in performance of services under this agreement and are for Client’s use only for the purposes disclosed to Client as stated in a Scope of Services. The Client shall not transfer them to others or use them or permit them to be used at other projects for which they were not prepared, without the Consultant’s express written consent. In addition, The Consultant will not accept liability for any loss, injury, claim or damage arising directly or indirectly from any unauthorized use or reliance on such documents.
6. CONFIDENTIALITY AND NON-DISCLOSURE
Any information provided by the Consultant in or pursuant to this consulting services agreement which is privileged, proprietary, confidential, or otherwise protected by statute or case law, including but not limited to any technical or pricing information, or any trademarked or copyrighted material, shall not be disclosed by the Client to any other person or entity without the express prior written consent of the Consultant.
7. THIRD PARTY RELIANCE
Nothing contained in this Agreement shall be construed, nor is intended to give any rights or benefits to any person or entity, other than to the Client and the Consultant. All duties and responsibilities set forth and/or undertaken pursuant to this Agreement are for the sole and exclusive benefit of the Client and the Consultant and for no other person or entity. The Client agrees not to disclose to any person or entity not a party to the Agreement any information, data, reports, documents, or other items provided by the Consultant pursuant to this Agreement without the express prior written consent of the Consultant. The Client understands and agrees that, in the event of any such disclosure without the prior written consent of the Consultant, the Consultant shall have no liability or responsibility to the Client or to any other person or entity as to any liability, damages, judgments, settlements, fees, costs, expenses, or any amounts whatsoever incurred or resulting from such disclosure.
Client agrees to protect, indemnify, hold harmless and defend Consultant, its employees and officers, agents, representatives, or heirs from and against any and all liabilities, judgments, demands, claims, fines, penalties, damages, forfeitures and suits, together with reasonable attorneys’ fees and witness fees and other costs and expenses of defense and settlement, which Consultant may incur, become responsible for, or pay out as a result of death or bodily injury or threat thereof to any person, destruction or damage to any property, any violation of local, provincial or federal laws, regulations or orders, or any applicable foreign laws, or any other damages claimed by third parties based on or arising in whole or in part out of Consultants performance under this consulting services agreement or out of Client’s violation of law or breach of this Agreement. The Client shall provide prompt written notice to the Consultant if the Client becomes aware of any claim, including any errors, omissions or inconsistencies in the Consultants services under this Agreement. Client shall at its expense defend any claim or suit resulting from this Agreement and shall pay any judgment or settlement resulting therefrom. If, after such defense and payment, it is determined that the damage was caused by Consultants sole or contributory gross negligence, then Consultant shall reimburse Client for the judgment and reasonable defense costs in proportion to Consultant’s negligence. Consultant shall have the right, but not the duty to participate in any such claim or suit with attorneys of its own selection. The obligations in this Article survive termination of this Agreement.
9. LIMITATION OF LIABILITY
With regard to the services to be performed by the Consultant pursuant to the terms of this Agreement, the Consultant shall not be liable to the Client, or to anyone who may claim any right due to any relationship with the Consultant, for any acts or omissions in the performance of services on the part of the Consultant or on the part of the agents or employees of the Consultant, except when said acts or omissions of the Consultant are due to willful misconduct or gross negligence of the Consultant. The Client shall hold the Consultant free and harmless from any obligations, costs, claims, judgments, settlements, attorneys’ fees, and attachments arising from or growing out of such services rendered to the Client pursuant to the terms of this Agreement or in any way connected with the rendering of services, except when the same shall arise due to the willful misconduct or gross negligence of the Consultant and the Consultant is adjudged to be liable for willful misconduct or gross negligence by a court of competent jurisdiction.
10. LIMITATION OF REMEDIES
In the event of Consultant’s liability, whether based on contract or tort (including but not limited to, negligence, strict liability or otherwise), Client’s sole and exclusive remedy will be limited to, at the Consultant’s option, replacement or correction of any Services not in conformance with this Agreement or to the repayment of the portion of compensation paid by Client attributable to the nonconforming Services. The Consultant will not be liable for any other damages, either special, direct, indirect, incidental, consequential or otherwise, and in no event shall the Consultant’s liability exceed the compensation for the nonconforming services.
11. FORCE MAJEURE
Consultant shall not be responsible for any delay or failure of performance caused by fire or other casualty, labor dispute, government or military action, terrorism, transportation delay, inclement weather, Act of God, epidemics, act or omission of Client or its contractors, or any other cause beyond Consultant’s reasonable control, and Consultant’s compensation shall be equitably adjusted to compensate it for any additional cost it incurs due to any such delay.
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity and enforceability of any other provision hereof. If any Section, subsection, sentence, or clause of this Agreement shall be adjudged illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall have no effect on the Agreement as a whole or on any Section, subsection, sentence, or clause hereof not expressly so adjudged.
Any waiver by either party of any provision or condition of this Agreement shall not be construed or deemed to be a waiver of any other provision or condition of this Agreement nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be so expressed in writing and signed by the party to be bound.
No modification of or change in this Agreement, waiver of any of its provisions or additional provisions shall be valid or enforceable unless previously approved in writing by the parties to this Agreement or their duly authorized representatives in the form of an amendment to this Agreement duly signed by the parties hereto.
15. GOVERNING LAW
This Agreement shall be construed, enforced in accordance with and governed by the laws of the Province of Ontario.
16. MISCELLANEOUS CLAUSES
This Agreement represents the entire understanding and Agreement between the parties relating to the services provided by the Consultant. This Agreement supersedes any and all prior agreements, whether written or oral, that may exist between the parties regarding same. No other terms, conditions, prior course of dealings, course of performance, usage of trade, understandings, purchase orders, or agreement purporting to modify, vary, supplement, or explain any provision of this Agreement shall be effective unless in writing and signed by representatives of both parties authorized to amend this Agreement or provided such modification by email.
17. TERMINATION OF AGREEMENT
In the event that this Agreement is cancelled or modified, the Consultant shall immediately be paid for any services performed.