REFRAMED SOCIAL STANDARD TERMS
Last updated: 2025-08-27
THESE STANDARD TERMS PLUS ANY SERVICE CONTRACT EXECUTED BETWEEEN YOU AND US (THE “AGREEMENT”) FORMS THE ENTIRE AGREEMENT BETWEEN THE PARTIES. BY EXECUTING ANY AGREEMENT WITH US THE INDIVIDUAL WHO SIGNS THE AGREEMENT (ON BEHALF OF THEIR ORGANIZATION, IF APPLICABLE) ACKNOWLEDGES THAT THEY HAVE READ THESE STANDARD TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM EFFECTIVE THE DATE THEY EXECUTED THE AGREEMENT (THE “EFFECTIVE DATE”). ANY CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE AGREEMENT.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:
Late Fees. Invoices are due to be paid by the Client within seven (7) days of delivery of the invoice to the Client. In the event that Client fails to pay Company by the payment due dates, the Company will cease to provide the Services until payment is received, and an additional charge of $100 USD will be charged each week until the invoice is paid. The total late fees owed by Client shall not exceed the consideration owed by Client in one month under our agreements.
Revisions. The Client may request up to a maximum of two (2) reasonable revisions for the Services provided the scope of the Services are not extended. If additional revisions are required, such revisions will be considered an Additional Service.
Delays. Subject to any event of force majeure, if Company is delayed or it becomes impossible for Company to render the Services due to the fault of the Client or parties related to Client, it is within the Company’s sole discretion to allow for any additional time or dates to render the Services. In such event, any quotes or schedules promised by Company may be reasonably extended in Company’s sole discretion. In such event, any outstanding amount will immediately remain due and payable to Company as specified in our agreements.
Force Majeure. If either Party is unable to perform any of its obligations by reason of an event of force majeure (as that term is commonly understood), then such Party will be excused from performance during the pendency of such cause.
Hyperlinks. Any hyperlink or URL in our contracts is provided for convenience only and is subject to change from time to time as the server, data, or destination changes, or as posts or pages are taken down or moved, and you acknowledge that a wrong or missing hyperlink shall not affect the interpretation or enforceability of our contracts.
Intellectual Property.
The term “Intellectual Property” as used in our agreements shall mean all copyrights, trademarks, trademark applications, service marks, trade secrets, contract rights, patents, patent applications, industrial designs, industrial design applications, know-how, and other proprietary rights, including any Confidential Information as described herein protected by local or international intellectual property laws and regulations, as applicable, and including without limitation all rights considered “moral rights,” whether existing now or in the future, throughout the world which belong to each Party at the time of our agreements.
Each Party’s Intellectual Property shall be and remain the sole and exclusive property of such Party and all rights and interests in, and title to, and exclusive right to collect monies and royalties in such Intellectual Property shall remain in such Party.
Subject to any license granted in our agreements, Company agrees that all rights in the intellectual property produced by the Services and not existing at the time of the Effective Date shall belong to the Client.
The Client warrants and swears that it has the right to use and provide any content, materials, files, copy, images, audiovisual materials, and/or other information or correspondence provided to Company to deliver the Services (“Client Copy”). The Client warrants and swears that all Client Copy shall comply with our agreements and that no Client Copy breaches a third-party agreement or the rights of a third party.
The Company shall be the first owner of all work or materials created during the course of the Services. Upon full payment of the Fee, the Client will own deliverables provided by the Company.
The Company shall retain all moral rights in the Services and deliverables provided by Company.
Organic Usage. Without limiting anything in our agreements, Client hereby grants the Company a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable license to use, publish, and display any intellectual property found or contained in the Services or the products or materials thereof for organic usage, during and after the term of our agreements, limited to showcasing such intellectual property in Company’s professional portfolio and on Company’s website and social media channels.
Style Release. Client acknowledges that it has spent a satisfactory amount of time reviewing Company’s work and has a reasonable expectation that the Services will produce a reasonably similar outcome and result for Client. Company will use reasonable efforts to ensure the Services are carried out in a style and manner consistent with Company’s current portfolio and services, and Company will reasonably incorporate any suggestions Client makes.
Confidentiality. Neither Party will disclose any trade secrets or confidential and/or proprietary information of the other Party to any third parties, including non-public information relating to our agreements, the Services provided, and the Parties’ businesses, that is of economic value to the disclosing Party due to its non-public nature and is treated as proprietary or confidential including but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of our agreements. Our agreements impose no obligation upon the Parties with respect to any Confidential Information that: (i) was possessed before initial business interactions commenced between the Parties; (ii) is or becomes a matter of public knowledge through no fault of receiving Party; (iii) is rightfully received from a third party not owing a duty of confidentiality; (iv) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or (v) is independently developed by either Party without prior knowledge of privileged or confidential information as supported by reasonable documentary evidence.
Non-solicitation. The Parties agree that during the term of our agreements and for one (1) year thereafter, neither Party shall, either directly or indirectly, on that Party’s behalf or on behalf of any other person, induce or attempt to recruit, solicit, persuade any person who is an employee, agent, service provider, or client of the other Party, to terminate their contract with the other Party, or to do business with, become a client of, or join that Party.
Relationship of the Parties. The Company is for all purposes hereunder an independent contractor and in no event will the Company be considered an agent or employee of Client or any of its subsidiaries or affiliates for any purpose. Company has the sole right to control and direct the means, manner, and method by which the Services are performed. Company has the right to hire assistants, subcontractors, or employees to provide Client with the Services. The Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations, or permits. Company shall be responsible for any and all taxes imposed in connection with its contractor’s performance of the Services. Neither Party has the authority to act on behalf of the other Party or to bind it in any respect whatsoever, or to incur any debts or liabilities in the name of or on behalf of the other Party.
Limit of Liability. Except for the Indemnification obligations provided herein or breach of the Confidentiality obligations described herein, Client agrees the maximum amount of damages Client is entitled to in any claim of or relating to our agreements or the Services provided are not to exceed the total amount paid by Client to Company under our agreements.
Indemnification. The Parties shall indemnify and hold the other harmless from and against any and all claims, suits, losses, damages, costs or expenses incurred or suffered by that Party as a result of a breach of our agreements, including, or in addition to, any claim, suit, loss, damage, cost, or expense incurred by, suffered by, or brought by a third party related to our agreements, the Services, the Client Copy, or instructions provided by Client.
Non-disparagement. The Parties agree not to engage in any public behavior reasonably seen, heard, or viewed by the other Party, or their clients, potential clients, investors, or network, that would, in that Party’s reasonable discretion, tarnish, damage, denigrate, and/or disparage such Party or their reputation or brand or would materially harm the business activities of such Party.
Severability. In the event that any portion or provision of our agreements is determined to be invalid by a court, tribunal, or regulatory body of competent jurisdiction, such portion or provision shall be severed to the minimum extent necessary, without affecting the survival or validity of the remainder of the provision of the agreement.
Amendment. The Parties may amend our agreements upon prior written agreement of both Parties and signed by the Parties’ duly authorized representatives. The scope of the Services provided by Company to Client may be extended or renewed with each Statement of Work as agreed by the Parties.
Jurisdiction. Our agreements shall be governed by the laws of the province of Alberta and Canada, as applicable. The Parties agree to bring legal proceedings in the courts of Alberta and Canada, as applicable.
Dispute Resolution. If the Parties cannot find a resolution to a dispute or potential claim by means of good-faith negotiation, then the Parties will make a reasonable attempt to resolve their dispute through Alternative Dispute Resolution or Mediation before filing a civil cause of action.
Notice & Electronic Delivery. The Parties shall provide effective notice under our agreements (“Notice”) to each other via email at the email addresses noted below. Delivery of a Notice shall be deemed to be complete on the date and time at which the Notice is sent to Company via email at catherine@reframedsocial.com and to Client at the email address Company has on file for Client or that Client first used to contact Company. The Parties agree that our agreements may be executed in any number of counterparts and electronic signature and delivery shall be valid execution of our agreements.
Headings. The headings and titles are provided in our agreements for convenience only and will not be construed as part of our agreements.