Terms of service
## SECTION 1 - SCOPE OF SERVICES
**1.1 Services to be Provided**
Service Provider agrees to provide the following professional services as described in **Exhibit A: Scope of Services**, attached hereto and incorporated by reference[1][3]:
- Service Type: [Video Editing / Podcast Production / E-commerce Consulting]
- Project Description: [Detailed description of deliverables]
- Deliverable Specifications: [File formats, technical requirements, platform optimization]
- Number of Included Revisions: [1 revision / Other]
**1.2 Exclusions**
The following services are **NOT** included in this Agreement and will require additional fees if requested:
- Services outside the defined scope (Section 1.1)
- Rush fees or expedited delivery
- Additional revisions beyond those outlined above
- Source file delivery or extended file retention
- Training or consultation beyond project scope
**1.3 Modifications to Scope**
Any modifications to the Services, timelines, or deliverables must be[3]:
- Requested in writing by Client
- Approved in writing by Service Provider
- Documented in a written amendment specifying any cost or timeline adjustments
- The Services, Completion Schedule, or Compensation shall not be revised unless both parties mutually agree in writing
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## SECTION 2 - COMPLETION SCHEDULE & TIMELINE
**2.1 Project Timeline**
Service Provider will commence performance of Services upon receipt of **Notice to Proceed** (defined in Section 2.2) and shall complete Services according to the timeline outlined in **Exhibit B: Completion Schedule**, attached hereto[3][6].
**2.2 Notice to Proceed**
Service Provider shall not commence performance of Services until Client has[3]:
- Signed this Agreement
- Submitted full payment (if not using payment plan)
- Provided all required client materials and information
- Issued written Notice to Proceed (or it is deemed issued upon full payment)
**2.3 Timeline Estimates**
All project timelines are **estimates only** and are not guaranteed[1]. Service Provider is not responsible for delays caused by:
- Client delays in providing feedback, approvals, or materials
- Incomplete or missing information from Client
- Changes to project scope during execution
- Revisions that require substantial rework
- Third-party delays (hosting platforms, file transfer services, etc.)
- Force majeure events (see Section 8)
**2.4 Client Approval Delays**
If Client does not provide feedback or approval within 5 business days of receiving draft deliverables, the timeline may be extended accordingly. Service Provider will provide notice of any timeline adjustments.
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## SECTION 3 - COMPENSATION & PAYMENT TERMS
**3.1 Fees and Payment Schedule**
Client agrees to pay Service Provider according to the rates and payment schedule outlined in **Exhibit C: Compensation Schedule**, attached hereto[3].
**Total Project Fee:** $[AMOUNT] (exclusive of applicable taxes)
**Payment Terms:** [Upon signing / 50% deposit + 50% upon completion / Monthly / Other]
**3.2 Maximum Payment**
Client's total compensation shall not exceed the amount specified in Exhibit C unless the parties mutually agree in writing to a modification under Section 1.3[3].
**3.3 Additional Services**
Services not outlined in Exhibit A will be billed at:
- Video Editing / Podcast Production: $[HOURLY RATE] per hour
- E-commerce Consulting: $[HOURLY RATE] per hour
- Rush Fee (per day early): $[AMOUNT]
Additional services require written approval before work commences[3].
**3.4 Revision Fees**
- **Included Revisions:** [1 revision] is included with this project
- **Definition of Revision:** Minor adjustments to completed work (up to 2 hours of work)
- **Rework:** Complete rework of deliverables may result in 50% refund of revision cost, or Client may pay additional revision fees at $[HOURLY RATE]/hour
- **Revision Request Deadline:** All revision requests must be submitted within 14 days of receiving initial deliverable
- **Revisions After Deadline:** Billed at $[HOURLY RATE]/hour
**3.5 Invoicing**
Service Provider will submit invoices for Services within 45 days of performing Services[3]. Invoices shall include:
- Description of Services performed
- Hours worked (if applicable)
- Amounts owed
- Payment due date
**3.6 Payment Method**
Payment shall be made via:
- Credit card (Shopify checkout)
- Bank transfer / e-transfer
- Other: [___________]
Payments are due within [NET 15 / NET 30] days of invoice date, unless otherwise specified in Exhibit C.
**3.7 Late Payment Fees**
If payment is not received by the due date, Service Provider may:
- Charge a late fee of $[AMOUNT] or [X]% per month (whichever is permitted by law)
- Suspend work on any ongoing projects
- Require full payment before resuming Services
**3.8 Reimbursable Expenses**
Client is responsible for reimbursing reasonable out-of-pocket expenses approved in writing by Client, including:
- Cloud storage and file transfer services
- Licensed music or sound effects
- Third-party tools or plugins
- Stock footage or images (if Client does not provide)
Reimbursable expenses shall not exceed $[AMOUNT] per month without Client approval[3].
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## SECTION 4 - TERM AND TERMINATION
**4.1 Agreement Term**
This Agreement shall commence on the Effective Date and shall remain in effect until completion of Services outlined in Exhibit B, unless terminated earlier pursuant to Section 4.2[2].
**4.2 Termination by Client**
Client may terminate this Agreement at any time by providing written notice to Service Provider:
| Timeline | Client Obligation |
|----------|-------------------|
| **Before project initiation** | Full refund of any deposits paid |
| **During active work (0-75% completion)** | Deposit is forfeited; Client will be billed for completed work at the hourly/project rate outlined in Exhibit C |
| **After 75% completion** | Remaining balance is non-refundable; Client receives all completed deliverables |
| **After project completion** | Full payment is due; no refunds available |
**4.3 Termination by Service Provider**
Service Provider may terminate this Agreement:
- For material breach by Client (non-payment, failure to provide required materials for 10+ business days, or violation of confidentiality)
- With written notice if Client requests Services that violate applicable law
- Without cause, with 14 days' written notice to Client
Upon termination by Service Provider, Client will be billed for all completed work and compensated for any deposits minus costs incurred.
**4.4 Surviving Provisions**
The following sections shall survive termination: Intellectual Property & Ownership (Section 5), Confidentiality (Section 6), Limitation of Liability (Section 7), and Governing Law (Section 9).
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## SECTION 5 - INTELLECTUAL PROPERTY & OWNERSHIP
**5.1 Ownership of Final Deliverables**
Full ownership of all final deliverables transfers to Client upon receipt of full payment[5]. Client may use, modify, and distribute completed work without restriction.
**5.2 Pre-Existing Materials**
Client retains ownership of all pre-existing materials provided to Service Provider (video footage, audio files, images, documents, etc.).
**5.3 Service Provider Portfolio & Promotional Use**
Client grants Service Provider a non-exclusive, royalty-free, perpetual license to use completed deliverables in Service Provider's portfolio, case studies, website, social media, and for promotional purposes, **unless confidentiality is agreed upon in writing** (see Confidentiality Addendum).
**5.4 Source Files & Project Files**
- **Default:** Source files remain the property of Service Provider
- **Source File Delivery:** Available upon request for an additional fee of $[AMOUNT]
- **File Retention:** Service Provider retains working files and project files for 3 years for reference and quality assurance, then securely deletes them
**5.5 Third-Party Content**
Client is solely responsible for ensuring that all materials provided (stock footage, music, images, text, etc.) are properly licensed and do not infringe on third-party intellectual property rights. Service Provider is not liable for copyright or licensing violations in Client-provided materials.
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## SECTION 6 - CONFIDENTIALITY
**6.1 Confidential Information**
Service Provider agrees to maintain the confidentiality of all Client information, including:
- Client's business strategy and proprietary information
- Project details, timelines, and deliverables
- Financial information and pricing
- Client feedback and communication
- Any information marked as "Confidential"
**6.2 Permitted Disclosures**
Service Provider may disclose Client information:
- With Client's explicit written consent
- As required by law or court order
- To subcontractors or service providers who also agree to confidentiality
- With third-party platforms (e.g., file transfer services) as necessary to deliver Services
**6.3 Portfolio Use Exception**
Notwithstanding confidentiality obligations, Service Provider retains the right to reference completed projects in portfolio and case studies **unless Client explicitly requests confidentiality in writing** via Confidentiality Addendum[5].
**6.4 Duration**
Confidentiality obligations survive termination of this Agreement for [3 years / Indefinitely].
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## SECTION 7 - CLIENT RESPONSIBILITIES & OBLIGATIONS
**7.1 Client Materials & Intellectual Property**
Client represents and warrants that[1]:
- All materials provided (video, audio, images, text, music) are owned by Client or properly licensed
- Client-provided materials do not infringe on any third-party intellectual property rights
- Client has permission to use all Client-provided materials in the project
- All Client-provided materials comply with applicable platform policies and laws
**7.2 Client is Solely Responsible for**
Client assumes responsibility for:
- Ensuring all Client-provided content complies with applicable laws and platform policies
- Obtaining all necessary licenses and permissions for third-party content
- Verifying that deliverables do not violate any intellectual property rights before publishing
- Compliance with third-party platform terms of service (YouTube, Instagram, TikTok, podcast platforms, etc.)
Service Provider is not liable for claims arising from Client-provided content[1].
**7.3 Timely Feedback & Communication**
Client agrees to:
- Provide feedback and approval on draft deliverables within 5 business days
- Respond to revision requests promptly
- Communicate any changes to project requirements immediately
- Provide complete and accurate information during consultation
Project delays caused by Client delays will not extend the revision allocation or delivery timeline.
**7.4 Materials Completeness**
Client is responsible for providing:
- Complete, accurate, and properly formatted source materials
- Clear project requirements and specifications
- Any third-party content files, licensing, or approvals
Service Provider is not responsible for delays or quality issues caused by missing information, incorrect file formats, or corrupted files provided by Client.
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## SECTION 8 - LIABILITY & LIMITATIONS
**8.1 Professional Performance Standards**
Service Provider represents that all Services shall be performed in a manner consistent with the professional skill and care ordinarily provided by consultants practicing in the same or similar locality[3].
If a Service is not performed to this standard, Service Provider shall, at Client's discretion, either re-perform the Service at no additional expense or provide a refund of the fee for that specific Service (up to the maximum amount specified in Exhibit C).
**8.2 Third-Party Platforms & Outcomes**
Service Provider is **not liable** for[1]:
- Algorithm changes on social media or streaming platforms
- Content performance, views, engagement, or monetization metrics
- Platform-specific issues including content removal, demonetization, or account suspension
- Failure of Client to achieve specific business outcomes after delivery
Client acknowledges that content performance depends on multiple factors beyond Service Provider's control.
**8.3 Limitation of Liability**
To the fullest extent permitted by law:
- Service Provider's total liability under this Agreement shall not exceed the total fees paid by Client
- Service Provider is not liable for indirect, consequential, punitive, or special damages
- Service Provider is not liable for lost profits, lost revenue, lost data, or reputational harm
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## SECTION 9 - FORCE MAJEURE
Service Provider shall not be liable for delays or failure to perform Services caused by unforeseen circumstances beyond reasonable control, including[1]:
- Natural disasters, pandemics, or public health crises
- Acts of war or terrorism
- Government actions or regulations
- Third-party service failures (internet outages, platform shutdowns)
- Any other event deemed "force majeure" under applicable law
Service Provider will notify Client of force majeure events and provide updated timeline projections.
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## SECTION 10 - INDEPENDENT CONTRACTOR STATUS
Service Provider is an independent contractor and not an employee of Client[5]. Client is not responsible for:
- Payroll taxes, income tax withholding, or employment taxes
- Worker's compensation or benefits
- Providing equipment or workspace
Service Provider is solely responsible for paying all applicable taxes and obtaining necessary business licenses.
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## SECTION 11 - WARRANTIES & REPRESENTATIONS
**11.1 Service Provider Warranties**
Service Provider represents and warrants that:
- Service Provider has the authority to enter this Agreement
- Service Provider possesses the skills and expertise to provide the Services
- All Services will be provided in a professional and competent manner
- Service Provider will comply with all applicable laws
**11.2 Client Warranties**
Client represents and warrants that:
- Client has the authority to enter this Agreement
- All information provided to Service Provider is accurate and complete
- Client owns or has proper rights to all Client-provided materials
- Client will comply with all applicable laws in using the deliverables
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## SECTION 12 - INSURANCE & LIABILITY REQUIREMENTS
Service Provider maintains professional liability insurance. Client may request proof of insurance at any time[3].
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## SECTION 13 - AMENDMENTS & MODIFICATIONS
Any modifications to this Agreement must be[1]:
- Made in writing
- Signed by both parties
- Documented as a formal amendment
- Incorporated as an exhibit (e.g., "Amendment #1")
Oral modifications are not valid. Amendments to scope, timeline, or compensation must also include updates to Exhibits A, B, and C.
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## SECTION 14 - ENTIRE AGREEMENT
This Agreement, together with all attached Exhibits (A, B, C) and the Terms of Service linked herein, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements[1][5].
If there is a conflict between this Service Agreement and the Terms of Service, the Service Agreement controls with respect to project-specific terms, while the Terms of Service control general website policies.
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## SECTION 15 - GOVERNING LAW & JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada, without regard to conflicts of law principles. Both parties consent to the exclusive jurisdiction of the courts located in Vancouver, British Columbia[5].
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## SECTION 16 - CONTACT INFORMATION
For all communications regarding this Agreement, Client shall contact:
**Produced By Ross**
Email: productionbyross@gmail.com
**Confidentiality Duration:** [3 years] from project completion