Service Agreement
Service Agreement
This Service Agreement (“Agreement”) is made and entered into by and between Virtuaelles (“Provider,” “we,” “us,” “our”) and the client (“Client,” “you,” “your”) as of the date of acceptance of this Agreement. This Agreement outlines the terms and conditions under which we will provide services to you.
1. Services
1.1 Scope of Services
Virtuaelles agrees to provide the services detailed in the project proposal or statement of work (“Services”). These services may include, but are not limited to, e-commerce solutions, web development, web design, maintenance & support, content management systems, and digital marketing.
1.2 Changes to Services
Any changes to the scope of Services must be agreed upon in writing by both parties and may result in additional fees.
2. Payment Terms
2.1 Fees
The Client agrees to pay the fees for the Services as specified in the project proposal or statement of work. All fees are non-refundable unless otherwise stated in this Agreement.
2.2 Payment Schedule
Payments shall be made according to the schedule outlined in the project proposal or statement of work. Invoices will be issued at the agreed-upon milestones, and payment is due upon receipt.
2.3 Late Payments
Late payments are subject to a late fee of 1.5% per month on the outstanding balance, or the maximum permitted by law, whichever is lower.
3. Term and Termination
3.1 Term
This Agreement shall commence on the date of acceptance and shall continue until the completion of the Services unless terminated earlier in accordance with this Agreement.
3.2 Termination for Convenience
Either party may terminate this Agreement for convenience with thirty (30) days written notice to the other party.
3.3 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within fifteen (15) days after receiving notice of the breach.
3.4 Effect of Termination
Upon termination, the Client shall pay for all Services rendered and expenses incurred up to the effective date of termination. Virtuaelles shall deliver all completed work to the Client upon receipt of final payment.
4. Confidentiality
4.1 Confidential Information
Both parties agree to keep confidential any proprietary or confidential information disclosed during the course of this Agreement. This obligation shall survive the termination of this Agreement.
5. Intellectual Property
5.1 Ownership
All intellectual property rights in any work product created by Virtuaelles during the course of providing Services shall remain the property of Virtuaelles until full payment is received. Upon full payment, all intellectual property rights in the work product shall transfer to the Client.
5.2 License
Virtuaelles grants the Client a non-exclusive, non-transferable license to use the work product for its intended purpose upon full payment of all fees.
6. Warranties and Disclaimers
6.1 Warranties
Virtuaelles warrants that the Services will be performed in a professional and workmanlike manner and in accordance with industry standards.
6.2 Disclaimer of Warranties
Except as expressly provided in this Agreement, the Services are provided “as is” and Virtuaelles disclaims all other warranties, express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose.
7. Limitation of Liability
To the fullest extent permitted by law, Virtuaelles shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement. Virtuaelles’ total liability to the Client for any claim arising out of or relating to this Agreement shall not exceed the amount paid by the Client to Virtuaelles in the twelve (12) months preceding the claim.
8. Indemnification
The Client agrees to indemnify, defend, and hold harmless Virtuaelles, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with the Client’s use of the Services or breach of this Agreement.
9. Miscellaneous
9.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Your State/Country], without regard to its conflict of law principles.
9.2 Entire Agreement
This Agreement, together with any project proposal or statement of work, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
9.3 Amendments
Any amendments to this Agreement must be in writing and signed by both parties.
9.4 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
9.5 Waiver
No waiver of any breach of this Agreement shall be deemed a waiver of any other breach, and no waiver shall be effective unless in writing and signed by the waiving party.
10. Contact Information
If you have any questions or concerns about this Agreement, please get in touch with us at:
Virtuaelles
Email: [email protected]
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