Date created: 06/04/2023
Date modified: 07/08/2023
1. Scope of Services
1.1 Lity (from here on named “the Provider”) and its team agrees to provide the services as described in the proposal or statement of work (the “SOW”), that is sent to the Client, along with the Service Contract after the first meeting.
1.2 The Client agrees to provide all necessary information, materials, and access to enable the Provider to perform the Services effectively.
1.3 Any changes to the scope of the Services must be agreed upon in writing by both Parties.
2. Payment Terms
2.1 The Client agrees to pay the Provider the agreed-upon fee as outlined in the SOW. Payment shall be made according to the schedule defined in the Service Contract;
2.2 In the event of any additional work outside the scope of the SOW, the Provider shall provide a written estimate to the Client for approval before commencing the work. The Client agrees to pay the Provider for any additional work at the Provider’s standard hourly rate.
2.3 All payments shall be made in Euros within 7 days of receipt of an invoice from the Provider, unless otherwise stated in the SOW.
3. Intellectual Property Rights
3.1 The Provider retains all intellectual property rights in any pre-existing materials used in the Services.
3.2 Upon receipt of full payment, the Provider grants the Client a non-exclusive, non-transferable license to use the completed work solely for its intended purpose.
3.3 The Client guarantees that any content provided to the Provider for use does not infringe upon any intellectual property rights of third parties. The Client shall indemnify and hold the Provider harmless against any claims arising from such infringement.
4.1 Both Parties agree to keep all confidential information received from the other Party confidential and not disclose it to any third party, except as required by law.
5.1 Termination for Convenience: Either Party may terminate this SOW for convenience upon [number of days] written notice to the other Party. The Client agrees to pay the Provider for all services provided up to the termination date.
5.2 Termination for Cause: Either Party may terminate this SOW in the event of a material breach by the other Party. A material breach may include, but is not limited to, the following:
- Failure to make payments as specified in the payment terms.
- Failure to disclose all the relevant information (for example, number of pages, number of products, number of variations, etc) in a way that impacts the timeline and/or workload.
- Failure to deliver the agreed-upon deliverables after a grace period of 60 days beyond the agreed timeline.
- Failure to comply with the scope of work or project specifications.
- Violation of intellectual property rights or confidentiality obligations.
- Engaging in unlawful or unethical conduct related to the project.
- Substantial failure to meet quality standards or industry best practices.
5.2.1 Cure Period: The Party alleging the material breach must provide written notice to the breaching Party, specifying the nature of the breach. The breaching Party shall have a specified number of days (the “Cure Period”) to remedy the breach and rectify the situation.
5.2.2 Termination Notice: If the breaching Party fails to cure the material breach within the Cure Period, the non-breaching Party may terminate the SOW by providing written notice of termination.
5.2.3 Payment Obligations: Any outstanding fees or amounts owed by the breaching Party shall become immediately due and payable. In case the breaching party doesn’t have any outstanding fees or amounts owed, but the non-breaching party does, these will be considered void or null, so that the non-breaching party is not liable to pay further services.
5.2.4 Dispute Resolution: In case of a dispute regarding the alleged material breach or termination for cause, the Parties may agree to engage in a dispute resolution process, such as negotiation or mediation, prior to pursuing legal remedies.
5.3 Regardless of the termination reason, the amounts paid to date are considered non-refundable.
6. Limitation of Liability
6.1 The Provider shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the Services, including but not limited to loss of profits, data, or business opportunities.
7. Governing Law and Jurisdiction
7.1 This Agreement shall be governed by and construed in accordance with the laws of Portugal. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the court of Santarém, Portugal.
8. Entire Agreement
8.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements, whether written or oral.
9.1 The services provided by Lity are digital, and therefore not passible of being shipped.