Contract Agreement

Purpose of the Agreement

Client wishes to hire TGT (“Topflyte Global Team/Veronica Jeans”) to provide services relating to Client’s requirements as detailed in the attached Proposal/Agreement. TGT (“Topflyte Global Team/Veronica Jeans”)  has agreed to provide such services according to the terms of this Agreement.

TERMS

SERVICES

TGT (“Topflyte Global Team & Veronica Jeans”) shall provide Client with the following services and/or products ("Services"):

See the attached Proposal/Agreement.

COST, FEES, PAYMENT

The total cost ("Total Cost") for all Services is due in full by the date agreed with Client. Client shall pay the Total Cost to TGT as follows:

See the attached Proposal.

PAYMENT POLICIES 

The first payment is a non-refundable retainer. 

A deposit will be due as soon as we reach an agreement. The deposit is non-refundable retainer. At a minimum, the Client agrees that the retainer fee fairly compensates TGT for committing to provide the Services and turning down other potential projects/clients.

Recurring payments (depending on pricing and how long the project is) is due on the 1st of every month until the project is finished.

The rest of the payment is due when the project is complete before I hand over ownership of the website/store, files, graphics, images, and content. Once payment has been processed, you will take ownership of your store/website and payment to Shopify is due immediately as we do the ownership transfer. 

We will be discussing our progress in each of our weekly progress meetings.


PAYMENT SCHEDULE:

Depending on agreement/length of project:

Retainer/Deposit is due before we commence with any work.

Due Date: Immediately

End of each Month.

Due Date: 1st of every month

Last Payment: Rest of Payment

Due Date:  Ownership will be transferred with the last payment received.


ADVERTISING:

All advertising payments will be scheduled from your social account (Facebook, Google, LinkedIn with your billing information - whichever one you need and agree to). We will always keep within your budget unless you make changes that we have not controlled.


CRM/EMAIL MARKETING:

We will set up your email marketing under your name and your billing information.


SHOPIFY ADMINISTRATION/SEO SERVICES/DIGITAL MARKETING:

Your Shopify administration payments will commence at the start of our agreement. 

Due Date: 1st if every Month (unless otherwise agreed).


COMMISSION:

Due Date: As per agreement and after-sales have been processed.

If commission (%) is part of the agreement, the commission will be paid only after the payment process in Shopify has been concluded. The Administration Fee will be deducted before the commission is calculated as per agreement.

INTELLECTUAL PROPERTY

Copyright Ownership

In the event that any copyrighted work(s) are created for the Client as a result of the Services provided by TGT in accordance with this Agreement, TGT owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered until final payment of the contract. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by TGT and may be used in the reasonable course of TGT's business.

 

Permitted Uses of Product(s)

TGT grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides TGT with attribution each time Client uses TGT's property. Personal use includes, but is not limited to, use within the following contexts:

  1. Client may not copy, duplicate, distribute, republish, or incorporate the Deliverables or allow others to copy, duplicate, distribute, republish, or incorporate or use the Project. 
  2. Client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art. All copyright, trademarks, design rights and other intellectual property (registered and unregistered) shall remain vested in TGT. The Client agrees that such proprietary material is solely for Client’s own personal use. 
  3. Any disclosure to a third party, copying or republishing any portion of the Deliverable or its contents is strictly prohibited and constitutes infringement.
  4. The rights granted to Client are for usage of the Final Art in its original form only. Client’s use of the Final Art by Client at any other time or location, or for another project or outside the scope of the rights specifically granted herein shall require an additional fee and TGT shall be entitled to further compensation equal to  percent (%) of the original Contract Price, unless otherwise agreed in writing by both parties. In the event of non-payment, TGT shall be entitled to pursue all remedies under law and equity.

ARTISTIC RELEASE

Client has spent a satisfactory amount of time reviewing TGT's work and has a reasonable expectation that TGT will perform the Services in a similar manner and style unless otherwise specified in this Agreement.

Consistency

TGT will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with Client's current portfolio and TGT will try to incorporate any reasonable suggestion made by Client. However, Client understands and agrees that:

  1. Every client  is different, with different tastes, budgets, and needs;
  2. Services are often a subjective art and TGT has a unique vision, with an ever-evolving style and technique;
  3. TGT will use its artistic judgment when providing Services for Client, which may not include strict adherence to Client’s suggestions;
  4. Although TGT will use reasonable efforts to incorporate Client’s suggestions and desires when providing Client with the Services, TGT shall have final say regarding the aesthetic judgment and artistic quality of the Services.

LIMIT OF LIABILITY

Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by TGT.

Loss of Product. In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, TGT shall refund Client a prorated portion of the Total Cost based on the amount of Services that were completed/provided against the amount of Services that were agreed to be completed/provided.

Indemnification. Client agrees to indemnify, defend and hold harmless TGT and its affiliates, employees, agents, and independent contractors for any injury, property damage, liability, claim, or other cause of action arising out of or related to Services and/or product(s) TGT provides to Client.

CHANGES

Unless otherwise provided herein, Client shall pay additional charges for all changes requested by Client which are outside the Scope of the Services on a time and materials basis, at TGT’s standard hourly of per hour, or in an amount separately agreed upon in writing in advance of the change. Such charges shall be in addition to all other amounts payable under this Agreement despite any maximum budget, contract price or final price identified therein. TGT may extend or modify any delivery schedule or deadline as required by such Changes. 

IMPOSSIBILITY

Notwithstanding the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as, but not limited to:

  1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms or infestation); or
  2. War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
  3. Any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

Failure to Perform Services

In the event TGT cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:

  1. Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and
  2. Issue a refund or credit based on a reasonably accurate percentage of Services rendered; and
  3. Excuse Client of any further performance and/or payment obligations in this Agreement.

GENERAL PROVISIONS

The laws govern all matters arising out of or relating to this Agreement, including torts.

Severability

If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.

Notice

Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:

  1. Email
    1. TGT's Email: hello@veronicajeans.com
    2. Client Email: email on file

Merger

This Agreement constitutes the final, exclusive agreement between the parties relating to the  and Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Amendment

The parties may amend this Agreement only by the parties’ written consent via proper Notice.