Letter of Agreement

Scope of Work & Project Fee
The parties to this agreement hereby agree to a contract for professional services whereby HIILITE will perform professional services on behalf of BUSINESS NAME (referenced to as ‘the client’). The scope of work shall be as detailed in proposals and estimates and other written communications between the parties. Estimates provided for projects with a value of $1000 or more shall be considered fixed price quotations for the scope of work detailed. Estimates provided for other projects and tasks shall be non-binding and billing shall reflect time worked on such projects and tasks. The billing rate applicable shall be a ‘blended rate’ of $130 for retainer clients and $145 for non-retainer clients for time spent working on behalf of the client by Hiilite’s employees and sub-contractors. Such work may include: concepts and consultation; design and implementation; project management including meeting attendance; production management; programming; writing, training & documentation. The fees are subject to annual increase of 10% at our discretion.

Additional Charges for Change Order Requests
In the event that additional services or tasks arise beyond the initially agreed-upon scope of work, HIILITE will provide the client with a detailed estimate for the proposed additional work. Charges for such work will be billed separately and will not be included in the original fixed-price quotation. This approach ensures transparency and allows the client to make informed decisions regarding any expansion or modification of the project scope.

Rush Job Policy
Any requests with an expected delivery time of 48 hours or less are subject to our Rush Job policy. We will charge 1.5 the normal rate whilst carrying out deliverables within this scope to cover the demand on internal capacity and overtime.

Payment Schedule
In general Hiilite shall invoice for work performed on a monthly basis. An alternative payment schedule may be detailed in proposals. Hiilite reserves the right to issue invoices in accordance with the payment schedule detailed in the proposal or to reflect work performed to that date. Late payments will be charged a 2.5% late penalty every 30 days. Please pay your bills on time.

Disbursements
After an approved disbursement amount is agreed upon by the client, Hiilite is then authorized to make purchases on behalf of the client as they relate to the completion of projects. Disbursements for such purchases are not included in our fees. Such disbursements shall be detailed separately in estimates and are subject to variance due to changes in supplier prices, exchange rates etc. Disbursements may include printing, stock photography, custom photography, media (advertising) purchases, code libraries etc. Invoices for disbursements in excess of $500 will be issued in advance of, or immediately upon such purchases and will be due upon receipt. Disbursements, when paid by Hiilite on behalf of the client are subject to a 20% administrative fee. The client shall have the option to be billed directly by suppliers, and settle such accounts directly with suppliers. Disbursements paid by Hiilite in a foreign currency will be converted at the applicable ‘cash rate’ which is the Interbank rate.

Client Responsiveness and Project Delays

Upon receiving sign-off, we diligently schedule the various stages of the project across our departments. This ensures efficiency, timely delivery, and high-quality work. It is crucial that the client maintains active communication and responsiveness throughout the project to maintain this schedule. We understand that unforeseen circumstances can arise. However, if the client becomes non-responsive or is responsible for a delay in the project that exceeds 30 days, the project will be deemed as “paused.” In the event that the project is paused due to client delays or non-responsiveness, a restart fee of $500 will be applied upon the project’s resumption. Delays not only disrupt the project in question but also impact the timely execution of our other client projects. The restart fee is necessary to address the operational challenges and additional resources required to reintegrate a paused project into our workflow. We value our partnership and request that the client promptly communicates any potential delays on their end. Timely communication can often help in managing schedules and mitigating any potential disruption.

Taxes
Applicable taxes such as GST shall be added to our fees and are not included in estimates unless noted otherwise.

Travel
When required and authorized by the client, travel shall be billed to the client at $0.53/kilometer for road travel and at-cost for air travel, Travel time will be billed at 50% of hourly rates. Per-diem shall be a maximum of $100. The client shall provide hotel accommodation in the event of overnight stay being required.

Authorizations and Approvals
As part of this agreement, Hiilite will produce electronic files for production as per instructions from the client. While we will endeavor to avoid errors and bring to the client’s attention any errors that we notice, the client is responsible for approval of proofs, proof reading and errors. All work delivered to the client has a 48hr approval window. Work delivered will be considered approved after 48 hrs (2 business days) unless the client notifies Hiilite to the contrary.

Indemnity
Hiilite shall use due care in the performance of the obligations under this Agreement to ensure that no person is injured, no property is damaged or lost, and no rights are infringed. The client warrants that all content and other materials provided by the client to Hiilite for use in fulfilling this agreement are provided legally and without infringement on third party intellectual property rights. The client shall indemnify Hiilite against any claims resulting from such infringements.

Intellectual Property
Intellectual property (IP) in all work created by Hiilite and accepted by the client is hereby assigned to the client upon settlement of relevant accounts. Such IP remains the property of Hiilite until such time. Hiilite retains all IP in unused concepts and designs. Hiilite will provide electronic files for any and all work created for the client upon request subject to their account being in good standing. Hiilite reserves the right to charge a de-archiving fee for the retrieval of electronic files from archives over 1 year old. It is understood by the client that Hiilite is unable to assign intellectual property in items that Hiilite uses under license. Such items may include stock photography, illustrations, fonts and code libraries.

Moral Rights
Hiilite retains its moral rights as author of all works created under this agreement and as such may use work created under this agreement for its own promotional purposes (e.g. in its portfolio).

Dispute & Governing Jurisdiction
This agreement shall be exclusively governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein. The parties irrevocably attorn to the courts of British Columbia and agree that the courts of British Columbia have exclusive jurisdiction regarding any disputes pertaining to this agreement.

Confidentiality
The parties will treat as confidential and will not, without the prior written consent of the other party, publish, release or disclose or permit to be published, released or disclosed, either before or after the expiration or termination of this Agreement, any confidential information supplied to, obtained by, or which comes to the knowledge of either party as a result of this Agreement.

Termination
The client may terminate this Agreement at any time by giving notice in writing to Hiilite as a 30 day notice to stop services. Hiilite may terminate this Agreement at any time by giving notice in writing to the client. Upon termination of this Agreement, Hiilite shall cease to deliver any further services. The client shall be under no obligation to Hiilite other than to pay Hiilite, upon receipt of an invoice, for work completed to the date of termination. Hillite shall be under no obligation to the client other than to provide electronic files after the settlement of relevant accounts.

Non-Solicitation
The client undertakes that they shall not directly or indirectly, for the Term and for twelve (12) months after the date of termination of this Agreement, solicit any Hiilite employee for the purposes of offering employment, unless expressly approved by Hiilite in writing.

Miscellaneous
This Agreement may be modified by mutual consent. This Agreement shall supersede any previous arrangements of any kind between the parties, and such agreements are hereby terminated.

Automatic Credit Card Billing Authorization
All Hiilite clients are required to setup automatic credit card billing. All requested information is required. Upon approval, we will automatically bill your credit card for the amounts indicated and your total charges will appear on your monthly credit card statement. You may cancel this automatic billing authorization at any time by contacting us.

Google Ads and META Ads Services
We require a minimum commitment of six months for all clients who engage our services for Google Ads or META Ads. This duration is essential to ensure that our strategies have sufficient time to yield tangible results. A minimum retainer fee of $500 is included in any package to manage these services. This fee covers the ongoing management and reporting of your advertising campaigns. If a client wishes to terminate our services before the completion of the 6-month period, we can cease all costs except the $500 management fee plus the total ad spend cost up to the 6-month commitment mark. We implement these terms to ensure that both parties have a clear understanding of the commitment involved in building a successful advertising campaign. Our goal is to provide you with the best possible service and results, and these terms are designed to facilitate a conducive environment for achieving your advertising objectives. Any ads that are paid to Hiilite by clients credit card has a 5% credit card fee. Any ads that are paid to Hiilite by bank transfer avoids any disbursement fee. Any ad spend over $10,000 per month incurs an additional 10% management fee to cover the costs of managing an increased budget to optimize results.