Here's the deal - GoBigtoGiveBig Canada Ltd. (but hey, just call us "GiveBig") is super excited to team up with you. We're about to start something awesome together, and this Master Service Agreement (or "Agreement" for short) is where it all begins. It's like our playbook, outlining how we'll work together, what you can expect from us, and what we'll need from you.
Each project we take on together will have its own game plan, known as a Statement of Work (SOW). These SOWs are the heart of our partnership, detailing the nitty-gritty of what we'll do, how we'll do it, and when you can see the magic happen. This Agreement ties all those SOWs together under one roof, starting from the "Effective Date" mentioned in our first project plan.
Now, you might come across some terms in this document that are in ALL CAPS. These aren't just for show; they have specific meanings, which we've laid out in the 'Definitions' section. If we use any big words that we haven't defined here, don't worry, we'll make sure they're crystal clear in the SOWs.
So, here we are, about to start this journey together. By moving forward, GoBig and you, our esteemed Client, are agreeing to everything written down here. It's our mutual promise to not only get the job done but to exceed expectations while we're at it.
What We'll Do For You
Based on what we agree in our project plans (those Statements of Work, or SOWs, we mentioned), we're all in to provide you with the services ("Services") and the final products ("Deliverables") we've promised. These are the meat and potatoes of our partnership, tailored to what you need.
We get it, things change. Maybe you'll want something a bit different as we move along, or we find a better way to deliver what you need. We're all for it! Any changes or additions will just need a thumbs up from both of us, documented in what we call a "Change Order." It's our way of keeping things flexible yet organized.
Sometimes, we might need to bring in some extra firepower in the form of third parties (our "Subcontractors") to nail certain parts of the project. Could be for their ninja skills in coding, design wizardry, or whatever else we need to get the job done right. But here's our promise: we're still the ones you're dealing with directly, and we'll make sure these Subcontractors are up to snuff, adhering to the same high standards we've agreed on with you.
So, in a nutshell, we're here to deliver top-notch work that meets your needs, willing to adapt along the way, and committed to ensuring everyone on our team (and any we bring on board) is looking out for you just as much as we are.
Let's Talk Money
Each project we tackle together (outlined in those Statements of Work, or SOWs) comes with its own set of fees and expenses. We've detailed everything there, so there are no surprises.
Just a heads up, the fees we've agreed on don't include taxes or any other official charges that might apply. We'll add those to your invoice so everything's on the up and up.
We're all about keeping things smooth and straightforward. Once you receive an invoice from us, you've got five days to take care of it, unless you spot something that doesn't look right. If that happens, just let us know ASAP. We're here to make sure you're cool with every charge.
Once you've paid for the services and goodies we've delivered — or in the case of a reservation when you've paid for a future offering (your first payment), that's it—no refunds. We put our heart and soul into our work, and we're all about commitment.
What If Things Get Rocky: Failure of Payment
Nobody likes this part, but if a payment is late, we have to add interest to the overdue amount at a rate of eighteen percent (18%) per year. It's not our favorite thing, but we've got to keep things fair.
If things get really behind (we're talking 15 days late), we might have to press pause on our work or, in the worst-case scenario, say goodbye to our agreement. But let's not go there, okay? We're here to work things out and keep moving forward together.
What You Get: Assignment of Deliverables
Once we've wrapped up a project and you've settled the bill, all the creative output we've produced for you (that's the "Deliverables") officially becomes yours. We're talking about all the rights, titles, and interests, including those nifty Intellectual Property Rights.
Just so we're clear, anything we created before we met you or stuff that didn't specifically make it into our work for you (our "Pre-Existing Materials") stays with us. Fair's fair, right?
What We Use: Use of Client Materials
In order for us to do our best work, you're giving us the okay to use any materials you provide (let's call them "Client Materials") while we're working together. Think of it as lending us the tools we need to build something great for you. And yes, this includes letting our trusted Subcontractors use them too.
This permission you're giving us is just for the duration of our projects together, and it's only for the stuff we've agreed on.
The Shared Stuff: Generic Materials
There are going to be some bits and pieces in our deliverables that are pretty generic—things that could be useful in lots of different projects (these are the "Generic Materials"). You're cool with us using these bits elsewhere, as long as they don't include any of your secret sauce or confidential info.
This permission you're giving us doesn't have an expiration date. It's a forever thing, but don't worry, it's all above board and only for the generic stuff.
The No-Go Zone: Excluded Materials
We promise not to mix up your secret ingredients with ours. Anything we brought to the table before we started working together, or stuff that's ours alone, stays with us—unless it's got your stuff mixed in, then it's off-limits for our other adventures.
The Promise to Keep Quiet
If, for some reason, you're legally required to disclose the secret sauce, you've got to:
Give a Heads Up: Let the other party know ASAP and in writing.
Minimize the Spill: Work together to share as little as needed to satisfy legal requirements.
Keeping It Real
Third-Party Stuff
Legalese
What We Both Guarantee
We both confirm that we're legally set up and in good standing in our respective corners of the world. No shady business here.
We've got the green light and all the powers needed to dive into this agreement and see it through. No strings attached.
When we say yes to this agreement, it's as good as gold—binding and legit in every way that counts.
Anything we bring to the table for each other won't step on anyone else's intellectual property toes. We're all about playing fair and square.
Extra Promises from GoBig
Everything we do for you will be on the up-and-up, sticking to the rules and regulations that apply.
We're committed to delivering our work for you in a way that's nothing short of professional.
The work we do for you will be original, not infringing on anyone else's intellectual rights.
Everything we deliver will match up with what we agreed on in the Statement of Work. We're talking about a custom fit, made just for you.
How Long This Thing Lasts & How It Can End
This whole agreement kicks off on what we're calling the "Effective Date" and will stick around for a year. Think of it as our anniversary!
Unless one of us decides it's time to part ways and gives the other a heads-up 30 days before our year is up, we'll automatically renew this agreement for another year. It's like a series where each season is a new chance for us to do great things together.
Breaking Up Is Hard to Do
Either of us can end this agreement at any time, for any reason, or for no reason at all, really. Just a quick note to the other party is all it takes, especially if we don't have any ongoing projects (Statements of Work).
Sometimes, things just don't work out. If one of us seriously drops the ball and doesn't pick it up within 30 days after being called out, the other can end this agreement right away. This is also true if one of us runs into big legal or financial trouble, like bankruptcy or insolvency.
After the Breakup
If we do decide to end things:
Any projects we're working on together will stop.
We'll settle any final fees and expenses.
Certain parts of this agreement will still apply, like keeping secrets (the confidentiality bit) and anything else that, by its nature, should stick around even after we say goodbye.
Playing Fair: No Poaching Allowed
While we're working together and for a year after our partnership ends, there are a few ground rules about how we interact with each other's teams. It's all about maintaining trust and respect, so here's what's not on the table:
Trying to convince our contractors to ditch us or cut back on their work with us? That's a no-go. The same goes for encouraging our employees to leave or helping someone else do the same.
Thinking about hiring any of our staff during this time? We'll have to ask you to hold off on that. This includes not just direct attempts, but also helping or encouraging someone else to make the hire.
It's simple: our people are a big part of what makes us great, and we want to keep our team stable and focused on delivering awesome work. This clause helps ensure that both of us can continue to grow and succeed, without stepping on each other's toes.
The "Got Your Back" Clause: Indemnity
If either one of us (let's call that party the "Indemnitor") messes up or doesn't keep a promise under this agreement, and someone outside our little duo decides to make a fuss about it (think legal claims or demands), the Indemnitor will step up to handle the situation. This means covering any costs, damages, or headaches that come up because of the mistake or broken promise.
We're not just talking about protecting each other; this shield extends to our teams, including officers, directors, contractors, and employees (all of these folks are our "Indemnitees"). If they get dragged into a dispute because of what one of us did or didn't do, the responsible party will take care of it.
Even if our agreement comes to an end, this promise to protect each other sticks around for another year.
This part of the agreement is like a safety net. It's all about making sure that if problems arise from our work together, the party responsible for the issue will take care of it, keeping both sides safe from financial harm or legal troubles.