SERVICE CONTRACT (SLA) - GENERAL

1. Purpose

(“Alexem Studio”) and its clients, regardless of the type of mandate.

It completes specific service contracts (Web design; Hosting/email/domain/site management; Graphic design, video and illustration; Visual identity development or redesign; Copywriting, editing, translation and optimization; Organic content management and production).

In the event of any discrepancy, the provisions of the specific contract shall prevail for the area in question.

2. Definitions

• “Contract”: means any contract binding Alexem Studio and the customer including quotations and appendices to such contracts;
• “Confidential Information” refers to any information that the client provides to Alexem Studio that allows the client to be identified or that is of a confidential nature, including but not limited to the client’s first and last name or company name, address, e-mail address, telephone number and all confidential information relating to such clients that is made available to Alexem Studio in the course of carrying out the project;
• “Impact/impacte”: Any action or inaction that makes performance by the other party unrealistic (including delay or failure to respond within a reasonable time, unless previously agreed).
• “Project”: Any intervention or service entrusted to Alexem Studio (brand/identity, website, graphics, video, printed material, signage, content, strategy, etc.).

3. Communications and planning

• Communications and deliverables are via e-mail, Google Drive (shared folders) and ClickUp.
• Informal channels (social networks, text messaging) are not monitored at the same level of service.
• Emails processed on Mondays, Wednesdays and Fridays; first response time approx. 48 working hours.
• Any urgency must be explicitly stated in the subject line (e.g. “URGENT – [subject]”).
• Calls returned once per working day, subject to availability.
• Minimum 48 h notice for standard requests.
• The technical deadlines for each service (web, print, social content, etc.) are specified in the specific contracts.
• Out-of-window requests may be accepted with a rush surcharge if capacity permits.

Customer contact person:

The customer undertakes to designate a single decision-maker with the authority and competence to give final approval to all stages and deliverables of the project. This designation must be communicated in writing to Alexem Studio prior to the start of the mandate. Alexem Studio will only consider feedback and approvals issued by this decision-maker. Any requests or approvals from other parties will not be considered, unless officially communicated by the designated decision-maker.

4. Quotations, estimates and confidentiality

• Fixed-price quotations: clearly define scope, revisions, deliverables and deadlines. The customer acknowledges and accepts, in the event that modifications are made to the project, notably following a request from the customer or for any other reason, including an external cause beyond the control of Alexem Studio, that these modifications may result in an increase in the fixed price quotations. Examples of such changes include, but are not limited to: requests for additions, substitutions, requests for changes after customer approval, lack of customer cooperation, changes to the project concept, guidelines or strategy, or changes to the services offered. Any additional services will be billed to the customer at the current hourly rate, and the customer agrees to pay Alexem Studio upon request. Unless it is the result of an express request from the customer, Alexem Studio undertakes to inform the customer, as soon as possible, of any modification resulting in an increase in the cost of the project.
• Estimates: used when the actual cost cannot be accurately determined at the outset. Provide an indicative range; billing will reflect actual hours.
• Usual period of validity of bids/estimates: 30 days, unless otherwise stated.
• Confidentiality: All quotations, estimates and shared documents are confidential and may not be disclosed without written consent.
• The special “Solidarity Offer” rate is offered at Alexem Studio’s discretion, upon receipt of the required proofs before the start of work.

5. Pricing and payment

• Current hourly rates and fees are published on the Alexem Studio website. An annual increase may come into effect in January of each year, upon simple notice.

Payment thresholds

• Services of $500 or less: 100% payable on delivery.
• Service over $500: 50% upon acceptance of service offer and 50% upon delivery (unless otherwise decided by Alexem Studio).
• Time banks: 100% payable on purchase (non-negotiable). If work begins before payment at customer’s request, invoicing at standard hourly rate.
• Hourly rates: payable on the^{1st of} each month within the required 30-day period. Any delay in payment automatically suspends the time plan and Alexem Studio’s obligations.

Terms and deadlines

• Invoices payable on receipt.
• Interest of 20% p.a. on unpaid invoices after 30 days (taxes included).
• Automated reminders can be issued.
• Automated interest invoices after the last reminder invoice.

Other terms and conditions

• Periodicity: invoicing at the end of the month; reconciliation of payments received no more than every two weeks.
• Payment methods: bank transfer, check or credit card if authorized by Alexem Studio (via QuickBooks or Alexem Studio website – WooCommerce). In case of insufficient funds, a $50 fee will be charged to the customer.
• Billing is calculated on a minimum basis of 15 minutes. Beyond this minimum, time is billed by the minute.

6. Approvals, validations and deliveries

• Digital proofs are sent for validation (affirmative response required by e-mail or telephone).
• The customer must proofread and validate the accuracy of the information. Errors not notified at the time of approval are the responsibility of the customer, even after publication, distribution or printing.
• The customer acknowledges and agrees to provide Alexem Studio with a detailed and precise set of modifications and/or comments within seven (7) days of delivery or within any shorter period indicated by Alexem Studio. The customer shall have the right to send two (2) further series of modifications and/or comments within five (5) days following delivery of the modified project following the first or second series of modifications and/or comments. Alexem Studio undertakes to make the said modifications, free of charge, provided they comply with the information transmitted, the approved concept and what was initially agreed between the parties. At the end of the last applicable deadline, in the absence of notice, the customer is deemed to have accepted the services without reservation.
• Any series of modifications and/or comments in addition to those provided for herein, or any requested modification that constitutes a change to the information transmitted, to the concept or to what was initially agreed upon, constitute additional services for which the customer undertakes to pay the related additional fees.
• The customer recognizes that obtaining and waiting for multiple, sometimes contradictory, approvals can impact project deadlines and lead to additional billable costs.
• Post-approval modifications: may incur delays and costs. If production has already been launched, the customer will assume the full initial cost, and the same cost for re-launching a new version.
• Default delivery by e-mail, shared Google Drive folder or WeTransfer. Any other delivery method (print, courier, physical medium) may result in additional costs borne by the customer or delays.
• The customer agrees to cooperate in the proper progress of the project. If Alexem Studio attempts to contact the customer more than three times in 30 days without success, the project may be suspended until a set date, or the contract may be terminated without further notice.

7. Use of third parties

• Alexem Studio can act as an agent and mandate third parties (e.g. printers, integrators, platforms).
• Third-party costs may be advanced and billed to the customer.
• Alexem Studio selects and instructs third parties with reasonable care, but exercises no control over their performance and disclaims all liability for their services.

8. Performance and third-party interventions

• Alexem Studio uses reasonable efforts to deliver in accordance with the agreed specification.
• If a specified item that we have agreed to work on and deliver does not work, Alexem Studio will investigate and correct it at no charge up to the original inclusion.
• If the problem is not covered by the scope, Alexem Studio will provide a report and a costed proposal; work will begin upon approval.
• Any third-party intervention or modification by the customer with administrator/super-administrator access may invalidate the correction guarantee and result in charges.
• Performance commitments (site, speed, security, SEO, hosting, availability, printing, views, notoriety, etc.) are governed by specific contracts, but are in reality obligations of means only. Alexem Studio accepts no responsibility for performance.
• Alexem Studio cannot be held responsible for defects, problems or risks not detectable at the time of the order, nor for those beyond its reasonable competence or knowledge.

9. Privacy

• The customer hereby consents to the use of his confidential information by Alexem Studio solely for the purposes of providing services, managing the commercial relationship, credit control and market research.
• Alexem Studio agrees that it shall be obliged to keep all confidential information in strict confidence and to take all necessary steps to protect it from disclosure. To this end, documents are stored in Google Workspace / Google Cloud with secure restricted access (2FA).
• Alexem Studio will use confidential information only in accordance with its authorized use. Alexem Studio will only authorize disclosure to individuals within its organization or to subcontractors dealing with Alexem Studio who have a need to know such confidential information in connection with the authorized use. Once the purpose for which the confidential information was collected or used has been fulfilled, Alexem Studio undertakes to destroy or anonymize it.

10. Intellectual property and transfer

• Deliverables (code, design, integrations, sources) remain the property of Alexem Studio until full payment.
• Once paid, the customer receives an exclusive right to use the delivered site, according to the submission and third-party licenses. All documentation provided to the customer is to be used solely for the purposes of the project, and the customer agrees to use only the final versions of content and deliverables.
• Alexem Studio cooperates reasonably in the event of a change of provider (code and database export, domain transfer). The new provider or the customer remains responsible for setting up the new hosting and receiving transfers. Upon acceptance of the hosting by the new provider, the new provider and the customer assume full responsibility for the site.
• Alexem Studio retains the right to present the project in a portfolio (website and social media), including the right to display the client’s name and logo for the purpose of promoting its services, unless the client specifies otherwise in writing.

11. Termination and default

In addition to the specific terms and conditions that may be provided for in the service contracts, it is agreed between the parties that Alexem Studio may terminate all of its contracts and terminate all of its services:

• If the customer fails or defaults in the payment of any amount due to Alexem Studio and fails to remedy such default within ten (10) days after receipt of written notice from Alexem Studio of such default;
• If the customer becomes insolvent, is subject to bankruptcy proceedings or any other proceedings under the Bankruptcy and Insolvency Act;
• If the customer fails to meet one or more of his obligations under this contract, or if the customer affects the progress of the project;

In the event of termination of a contract for any reason whatsoever, the customer will be required to reimburse Alexem Studio’s fees, expenses and hours worked up to the date of receipt of the notice mentioned in the preceding paragraph. Any deposit paid is non-refundable. In the event of termination by the customer or following his default, the customer also agrees to pay Alexem Studio an amount equivalent to fifteen percent (15%) of the total cost of the project as damages for the termination, all without prejudice to any other recourse.

12. Documentary hierarchy and general provisions

• This general contract applies in conjunction with the specific mandate contract. In the event of conflict, the specific provisions shall prevail.
• By accepting a quote or a mandate from Alexem Studio, the customer acknowledges having read this general service contract and the specific agreements, and accepts them in their entirety.
• This contract governs all documentation and communication between Alexem Studio and the customer, including but not limited to all schedules and invoices.
• This contract shall be governed by and construed in accordance with the laws and regulations in force and applicable in the Province of Quebec.
• The parties agree to elect domicile in the judicial district of Quebec City, Province of Quebec, and select it as the appropriate district for the hearing of any claim arising from the interpretation, application, performance, validity and effect of this contract.
• The failure at any time of any party to require any other party to comply with any provision hereof shall in no way affect its right to subsequently require such other party to comply therewith. The waiver by any party of any of its rights shall not be deemed a waiver of compliance with such provision, except to the extent that such waiver has been evidenced by a duly executed writing.