This agreement is between the individual “THE CLIENT”  who has purchased services from Tavan Systems Inc. “THE CONTRACTOR” through the tavansites.com domain name.

BACKGROUND

1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually “the Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the following service:
   1. The following if Designer’s Choice was chosen:
      1. Own Your Website
      2. Set-up Template
      3. Add Your Content to The Site
      4. Install SSL Certificate
      5. Move Your Domain
      6. Add Your Branding
      7. 1 Revision
   2. The following if Beginner’s Choice was chosen:
      1. Own Your Website
      2. Custom Template
      3. Add Your Content to site
      4. Install SSL Certificate
      5. Move Your Domain
      6. Add Your Branding
      7. 2 Revisions
      8. Code Changes
2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

TERMS OF AGREEMENT

1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

1. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 30 days’ written notice to the other Party.

CURRENCY

1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).

COMPENSATION

1. The Contractor will charge the Client a fee listed in the invoice for the Services (the “Compensation”).

1. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation mentioned above.

PERFORMANCE AND COMPLETION

1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 
2. The Parties hereby agree that successful completion of the herein project shall be defined as follows:
   1. Website is publicly accessible through the provided web domain.
3. The Parties hereby agree that the anticipated completion date of the services agreed to herein is anticipated to be 1 business week from the date of purchase.

ANTICIPATED CHANGES IN COMPLETION DATE

1. The Client understands that there may be circumstances outside of the control of the Contractor that may prevent him from completing the herein project by the anticipated date. 

1. The Client hereby understands that the Contractor may need to adjust the completion date due to unforeseen circumstances. 

1. The client hereby understands and agrees that any adjustments to the completion date does not constitute a breach of this agreement, and will not give rise to any cause of action under common law principles or principles of contract.

1. The Client understands and hereby agrees that the Contractor reserves the right to adjust the completion date of the herein project by way of written notice.

REIMBURSEMENT OF EXPENSES

1. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. For greater clarity, and without limiting the foregoing, anticipated reasonable and necessary expenses.

1. All expenses must be pre-approved by the Client.

WHO WILL PROVIDE INSTRUCTIONS

1. The parties hereby agree that instructions pertaining to the completion of the project will be provided to the Contractor for the successful completion of the project.

1. The parties hereby agree that only individuals listed under admins on the Tavan Sites dashboard, in their capacity as employees/directors of the Client, will have authority to provide instructions to the Contractor.

1. It is understood that Contractor will not accept instructions on the completion of this project from any individuals not listed herein without the written authorization of the Client.

CONFIDENTIALITY

1. Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known, and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

1. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement, except in the case of any Confidential Information which is a trade secret, in which case those obligations will last indefinitely.

1. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

1. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement, except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

RETURN OF PROPERTY

1. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

1. In the event that this Agreement is terminated by the Client prior to the completion of the Services, the Contractor will be entitled to recovery of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.

CAPACITY/INDEPENDENT CONTRACTOR

1. In providing the Services under this Agreement, it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create partnership or joint venture between them, and is exclusively a contract for service.

NOTICE

1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
   1. Notice to the Client: the email address provided during checkout
   2. Notice to the Contractor: [email protected]

Or to such other address as either Party may from time to time notify the other.

INDEMNIFICATION

1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns  that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

ADDITIONAL CLAUSES

1. The Contractor will not be responsible for breakdown of code that is written by the Contractor if said breakdown of code occurs one calendar year after date of completion.

1. The Contractor will not be responsible for breakdown of code that results from alterations made by the Client or any agent of the Client subsequent or prior to the completion date.

1. Upon written notice from the Client, the Contractor may make any necessary repairs to code written by the Contractor if the breakdown in code occurs within one calendar year of date of completion and no alterations to the code have been made by the Client or any agent thereof.

1. The Client understands that the Code received on date of completion will be deemed accepted by the Client if no objections are raised about functionality within 30 days of Date of Completion

MODIFICATION OF AGREEMENT

1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. 

ENTIRE AGREEMENT

1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. 

ENUREMENT

1. This Agreement will enure to the benefit and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

1. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario. 

SEVERABILITY

1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.