Services Agreement
This Services Agreement (the “Agreement”) will govern the provision of services to the Client by GoodOps. During the term of this Agreement, GoodOps will provide services to the Client as described in mutually agreed upon Statement(s) of Work executed by the parties and referencing this Agreement (“SOWs”), and which are governed by this Agreement. This Agreement incorporates each such SOW by reference. In the event of any conflict between the terms of any SOW and the terms of this Agreement, the terms of this Agreement will prevail.
- Services
1.1 Services. The Client will retain GoodOps to provide the marketing, design, and development services (together, “the Services”) detailed in mutually agreed upon SOWs.
1.2 Change Orders. GoodOps' fees are estimates based on the time it will take to complete the Services under normal circumstances. If the Client expands or alters a project’s scope, requires further alterations to a project after sign-off, or other factors arise such as multiple revision requests or delays on the Client’s part in providing content or instructions that require more hours from GoodOps than are currently anticipated to complete a project, GoodOps will:
a) advise the Client when GoodOps' estimate for that project has been exceeded and how the changes will affect the committed hours under the SOW;
b) if overages are anticipated, outline the additional work required to complete the project along with time it will take and the additional cost of completion for such overages;
c) provide the Client, in writing, with a revised production schedule and estimated completion date; and
d) ask the Client to approve the updated SOW.
1.3 Delivery of Services. GoodOps will make commercially reasonable efforts to deliver the Services to Client in an expedient manner. GoodOps will not be liable for any missed deadlines to the extent that they are due to Client’s failure to provide reasonably requested responses. Client will provide GoodOps, in a timely manner, with all content and Client Materials (as defined below) reasonably requested by GoodOps to deliver the Services. Client will provide GoodOps, in a timely manner, with reviews or responses that are reasonably requested by GoodOps in relation to the Services.
1.4 Timeliness of Client Deliverables. If a client deliverable – such as content, assets, approvals, client revisions, or payment – is delayed more than 5 business days past the deadline requested by GoodOps, the project will be considered on hold, and the client will be informed that work is halted. Once the deliverable is received, the project will be rescheduled according to GoodOps' workload and availability.
- Relationship
2.1 No Exclusivity. GoodOps provides a full range of marketing services to other organizations and the Client agrees that this Agreement is not intended to restrict or limit the provision of services by GoodOps to other organizations.
2.2 No Partnership. This Agreement will not create any partnership between the parties.
2.3 Non Solicitation. The Client will not, during the term of this Agreement (the “Term”) and for a period of one (1) year thereafter, employ, hire or otherwise engage, either directly or indirectly, any person who was an employee or contractor of GoodOps during the Term, whether or not such person was involved in the provision of any of the Services to the Client (the “Non-Solicitation Covenant”). The Client covenants and agrees that in the event that it breaches the Non-Solicitation Covenant it will promptly pay to GoodOps, upon demand, and as a genuine and reasonable pre-estimate of damages and not as a penalty, an amount equal to six-times (6x) the total compensation paid by GoodOps to such person in the month prior to such breach or in the last month such person was employed by or provided services to GoodOps, whichever is the latter. The foregoing will apply in each instance of a breach of the Non-Solicitation Covenant, and in addition to any other rights and entitlements held by GoodOps under this Agreement. The Client acknowledges and agrees that, due to the highly competitive nature of the business in which GoodOps is engaged, the Non-Solicitation Covenant is reasonable and appropriate for the protection of the legitimate business interests of GoodOps and the Client hereby waives all defenses to the strict enforcement thereof by GoodOps.
- Billing
3.1 Amounts Earned. If GoodOps' services are terminated by either party, Client agrees that GoodOps is entitled to retain all fees and disbursements through to the Termination Date. The Client also agrees to pay disbursements for advertising and materials placed or delivered thereafter if GoodOps is unable to halt such placement or delivery, provided that GoodOps will use best efforts to mitigate such payments.
3.2 Overages & Expenses. The Client further agrees to pay any additional amounts for:
a) Any hours of work in excess of the Services detailed in an applicable SOW from the prior month, calculated at the hourly rate described in the applicable SOW, provided any such additional hours have been approved by the Client in advance.
b) Any disbursements or third-party costs incurred on the Client’s behalf from the prior month, provided such disbursements and costs have been approved by the Client in advance. Where required, GoodOps may require credit card details and approvals in order to purchase subscriptions to web-based applications provided that they are approved, in advance, by the Client. All such application subscriptions will remain in the name of the Client.
3.3 Payment. Client will pay GoodOps for the Services as set forth in the applicable SOW. Unless an alternative payment schedule is set out in an SOW, GoodOps will invoice the Client at the start of the month for the Services and invoices are due 30 days following submission. Project-based work may require an initial deposit or otherwise set out a payment schedule based on deliverables. In addition to any other remedy available to GoodOps at law and/or as set out in this Agreement, invoices not paid within 30 days are subject to interest at the rate of 2% per month, compounded daily (27.11% annually), on any unpaid sum with interest accruing from the invoice date. If payment is past due, GoodOps may suspend performance of the Services and withhold documentation, deliverables, or development infrastructure until all payments due are received.
3.4 Taxes. All charges set forth in this Agreement (unless expressly set out in a separate agreement) are exclusive of all taxes. Should GoodOps be or become responsible for payment or collection of any such tax, rate, assessment or duty (except taxes based on GoodOps' income), then GoodOps may charge the Client, and the Client will pay, such tax, rate, assessment or duty.
- Intellectual Property & Confidentiality
4.1 Confidentiality. "Confidential Information" means information that one party discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. All Confidential Information of the disclosing party will be held in strict confidence by the receiving party and will not be disclosed or used by the receiving party without the prior written consent of the disclosing party, except as provided in this Agreement, or as may be required by law.
4.2 Domain Names. Any of the Client’s domain names will remain the sole property of the Client (the "Client Domain Names”). In addition, GoodOps will register any other domain names which are necessary for the efficient and proper development and operation of any of the Client’s websites (the "Secondary Domain Names"). All Secondary Domain Names will remain the sole property of the Client. To the extent that title to the Client Domain Names and the Secondary Domain Names does not vest in Client by operation of law, GoodOps hereby assigns all rights, title and interests to the Client which GoodOps has or may have in the Client Domain Names and the Secondary Domain Names. GoodOps will promptly, upon the Client's request, execute any documents necessary to give full effect to the foregoing assignment.
4.3 Ownership of Intellectual Property. All rights, title and interest in and to the content (as provided by the Client and digitized or otherwise reformatted by GoodOps for the website or mobile applications, in all media now known or hereafter developed), the deliverables provided in connection with the Services (“Deliverables”), the website, plug-ins and any trade-marks, trade names, logos, characters and other materials provided by the Client, and the look and feel of the website, including, without limitation, all Git-repositories, copyrights, trade-marks, trade names and other proprietary rights (collectively, the "Client Materials") are owned and retained exclusively by the Client upon payment of all associated invoices.
4.4 Transfer of Work Product. Subject to section 4.3, GoodOps will, immediately upon the Client’s request or upon the termination, cancellation or expiration of any SOW or this Agreement, turn over to the Client all Work Product prepared or developed pursuant to this Agreement, whether completed or in progress. “Work Product” includes any and all source code, Git-repositories, back-up, credentials, mock-ups, discovery, improvement, development, invention or other work product, whether or not patentable or copyrightable, and all related know-how, designs, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, solely or jointly with others, make, conceive or reduce to practice within the scope of GoodOps' work for the Client under this Agreement.
4.5 Rejected Work Product. GoodOps shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Work”) which may have been presented to the Client but not included in the final work product;
4.6 Portfolio Rights. GoodOps will not use the Client Materials or any portion of Client Materials for any purpose other than that of fulfilling GoodOps' obligations under this Agreement, with the following exceptions:
GoodOps may use and distribute such work as part of its portfolio for promotional purposes.
4.7 Background IP. "Background IP" means all intellectual property owned or licensed by a party:
(a) before GoodOps performs the Services, or
(b) independent of the Agreement. Each party retains ownership of all Background IP. If GoodOps includes any GoodOps Background IP in any Deliverables, GoodOps grants to Client a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide licence (with the right to sublicense) to make, sell, offer for sale, import, export any component of, reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use or dispose of the GoodOps Background IP in association with the Deliverables. Unless the parties agree otherwise in a written and signed Statement of Work, GoodOps shall retain ownership of any and all Background IP, including any and all associated intellectual property rights. GoodOps hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform GoodOps' Background IP, in compiled machine readable object code form only, to the extent incorporated into Deliverables provided hereunder strictly for the purposes and in the territories set out in the applicable Statement of Work. Use of Background IP for any other project, on any other website or in any other medium shall be subject to additional fees and licenses which may be granted or withheld by GoodOps in its sole discretion; and
- Liability
5.1 Indemnification by the Client. Client will indemnify, defend and hold harmless GoodOps and its directors, officers and employees from and against all third party claims, demands, causes of action, suits, and related losses, damages and costs, liabilities, expenses and judgments (including all actual legal costs) which GoodOps incurs, suffers or is put to arising out of or in connection with any fraudulent or negligent act of the Client or its directors, officers or employees as well as all third-party claims relating to any code, content or materials provided to GoodOps by the Client or that occurs as a direct result of meeting the Client’s project specifications..
5.2 Indemnification by GoodOps. GoodOps will indemnify, defend and hold harmless the Client and its directors, officers and employees from and against all third party claims, demands, causes of action, suits, and related losses, damages and costs, liabilities, expenses and judgments (including all actual legal costs) which the Client incurs, suffers or is put to arising out of or in connection with any fraudulent or negligent act of GoodOps or its directors, officers or employees.
5.3 Indemnification Procedures. The party requesting indemnification (“Indemnified Party”) will: (a) provide the party from whom indemnification is sought (the “Indemnifying Party”) prompt notice of the claim, (b) give the Indemnifying Party sole control over the defense and any settlement thereof (except that the Indemnified Party may participate in such defense at its own expense, and the Indemnifying Party may not settle any claim against the Indemnified Party without its prior written consent); and (c) reasonably cooperate with the Indemnifying Party (at the Indemnifying Party's expense) to facilitate the settlement or defense of any such claim.
5.4 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, WILL BE LIMITED TO THE CLIENT’S TOTAL FEES PAYABLE TO GOODOPS UNDER THIS AGREEMENT, EXCEPT IN THE CASE OF GOODOPS' INDEMNITY UNDER SECTION (5.2) ABOVE, IN WHICH CASE THE TOTAL AGGREGATE LIABILITY OF GOODOPS WILL NOT EXCEED $500,000. THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
- Warranty
6.1 DNS & Email. GoodOps is not responsible for ongoing management of the domain name servers (DNS) associated with Client Domain Names and the Secondary Domain Names, except as needed for the purposes of website development. For clarity, GoodOps does not manage MX records (email) on behalf of the Client.
6.2 Legacy Compatibility. GoodOps develops websites using the latest versions of leading web browsers and operating systems. If compatibility is required with legacy technology (e.g. Internet Explorer, Windows 8), it must be requested in advance and will be specified in individual SOWs.
6.3 Representations and Warranties. Each party represents and warrants that it has the power and capacity to enter into this Agreement and carry out its terms. GoodOps warrants that:
a) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation GoodOps may have to others;
b) subject to the inclusion of open source software libraries, all work under this Agreement will be GoodOps' original work and none of the Services, Work Product or Deliverables (as defined below) or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, GoodOps);
c) GoodOps has the full right to provide the Client with the ownership, assignments and rights provided for herein; and
d) the applicable Work Product or Deliverables do not contain or will not introduce any virus, infection, worm, or similar malicious code.
6.4 Warranty of Functionality. Under this agreement, GoodOps will provide a limited warranty for deficiencies discovered in project deliverables for up to 15 business days after delivery to the Client. A deficiency is defined as a deviation from functionality that prevents the deliverable from functioning as defined in the project’s approved statement of work. This does not include changes that affect how the deliverable works, what it contains, how it looks, the cost of additional printing or assets, or any other changes to project scope.
After the warranty period, any previously unidentified deficiencies will be billed at the standard project rate.
6.5 Website Maintenance. Except as described in the Services, GoodOps is not responsible for the ongoing maintenance of projects developed pursuant to this Agreement. Maintenance outside of this agreement may be completed upon the Client request at the Agency Rate.
6.6 Website Security. Except as described in the Services or as otherwise set forth in this Agreement, GoodOps is not responsible for the ongoing security of projects developed pursuant to this Agreement.
6.7 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS PROVIDED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS”, AND GOODOPS HEREBY DISCLAIMS ANY AND ALL GUARANTEES, REPRESENTATIONS, CONDITIONS AND WARRANTIES REGARDING THE SERVICES AND DELIVERABLES, WHETHER IMPLIED OR STATUTORY, ORAL OR OTHERWISE, ARISING UNDER ANY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION CONDITIONS AND WARRANTIES WITH RESPECT TO VALIDITY, ACCURACY, NON-INTERRUPTION, NON-INFRINGEMENT, ERROR-FREE OPERATION, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
- General
7.1 Assignment. Neither party may assign this Agreement without the prior consent of the other party.
7.2 Counterparts & Digital Signature. All SOWs may be signed by original or by digital signature and executed in any number of counterparts and each executed counterpart will be considered to be an original. All executed counterparts taken together will constitute one agreement.
7.3 Entire Agreement. This Agreement, including all SOWs, the Services and Fee Schedule (as referenced in a SOW) and the GoodOps Privacy Policy accessible at https://goodops.io/privacy-policy, constitutes the entire agreement between the parties and there are no representations or warranties, express or implied, statutory or otherwise and no agreements collateral to this Agreement other than as expressly set out or referred to in this Agreement. For certainty, in the event of any conflict, the following order of precedence will apply (highest to lowest): (1) this Agreement; (2) the Privacy Policy; (3) the SOWs; and (4) the Services and Fee Schedule.
7.4 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of British Columbia, without regard to conflict of law principles.
7.5 Term & Termination. Unless terminated earlier pursuant to this Section, this Agreement will commence on the Effective Date set forth in the first SOW, and will remain in effect until all Services are completed by GoodOps, as evidenced by delivery of written notice from GoodOps to the Client as to the completion of Services.
a) Termination for Material Breach. Either party may immediately terminate this SA and any Statement of Work on written notice if:
the other party is in material breach of this Agreement and fails to cure that breach within 10 days after receiving written notice from the first party identifying the breach. Any material changes must be accepted by both parties and a new agreement will be drafted and signed.
b) Termination for Convenience. GoodOps may terminate this Agreement and all associated SOWs for convenience at any time within thirty (30) days prior written notice to the Client.
c) Effect of Termination. For certainty: (i) upon any termination of this Agreement, all SOWs will also terminate; and (ii) the termination of any particular SOW will not serve to terminate this Agreement or any other SOWs then in effect. Any provision that by its nature should survive termination shall survive any termination or expiration of this Agreement, including without limitation, Sections 2.3, 3, 4, 5, 6.7 and 7.
7.6 Severability. If any term of this Agreement is determined to be invalid or unenforceable, in whole or in part, the invalidity or unenforceability will attach only to that term or part term, and the remaining part of the term and all other terms of this Agreement will continue in full force and effect. The parties will negotiate in good faith to agree to a substitute term that will be as close as possible to the intention of any invalid or unenforceable term while being valid and enforceable. The invalidity or unenforceability of any term in any particular jurisdiction will not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable.
7.7 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
7.8 Independent Legal Advice. The parties acknowledge that they have been afforded the opportunity to obtain independent legal advice prior to entering this Agreement.
7.9 Amendments. GoodOps may amend this Agreement (including any SOWs and the GoodOps Privacy Policy) from time to time by providing the Client with at least thirty (30) days’ prior written notice (e-mail sufficient) of the amendments. If the Client does not agree to the amendments, the Client may terminate this Agreement by providing written notice to GoodOps before the end of the 30-day notice period. If written notice of termination is not provided by the Client to GoodOps during such 30-day notice period, then this Agreement will be deemed to be duly amended and the Client will be deemed to have accepted and agreed to be bound by the amended Agreement.
<<END SA TERMS>
Last Updated: June 12, 2025 (2025-06-12)