Standard Proposal Terms

About These Terms

Please review these terms and conditions in their entirety. These Proposal Terms describe how you will be legally bound by these terms when you submit or accept a proposal. You acknowledge your acceptance of these terms and conditions upon submitting or accepting a proposal. Do not submit or accept a proposal if you do not accept these terms and conditions.

These Standard Proposal Terms (the “Proposal Terms”) govern all proposals (“Proposals”) between Consultants and Clients. The Clients and Consultants who use Welby to purchase and offer services have agreed, as a condition of using Welby Services, to abide by the Proposal Terms and Welby’s Terms of Service. Capitalized terms used in these Proposal Terms have the same meaning given to them in Welby’s Terms of Service unless otherwise defined herein. These Proposal Terms are incorporated into each Proposal that is submitted by a Client and accepted by a Consultant and is a binding contract between the Client and Consultant.

Effective Date: December 1, 2021

Drafted by: Grant Higginson

Reviewed & Approved by: Grant Higginson

1. Proposal Process.

a. Information. Proposal by a Client or Consultant will state: a) the identity of the Client or Consultant; b) a description of the services; c) the work schedule; d) the fees being paid for the services; and e) any other specific terms included by the Client or Consultant.

b. Acceptance and Binding Agreement. Upon acceptance of a Proposal by a Consultant or Client, a legally binding agreement exists between such Consultant and Client, and the terms of that Proposal as modified and these Proposal Terms will govern the provision of services between the Client and Consultant.

2. Payment Terms.

a. Consultants will be paid for the services at the rates stated in the Proposal and in accordance with Welby’s Terms, subject to deduction of fees payable to Welby for expenses. Any upfront payments for flat rate projects or retainers will be collected upon acceptance or confirmation of the Proposal. For hourly rate projects, Consultant will only be paid after Consultant has submitted an invoice timesheet and a corresponding payment has been collected from the Client.

b. Acceptance of Services. Welby may automatically charge Client’s on-file payment method weekly for any timesheets or expense charges submitted by the Consultant. Client will have seven (7) days from the invoice date to dispute the Consultant’s timesheet. If Client takes no action and fails to dispute the timesheet in that time period, Welby will disburse such funds to Consultant. Once payment is disbursed to the Consultant, Client waives the right to dispute the invoice. All payments to a Consultant for services performed will be facilitated by Welby on behalf of a Client.

c. Late Payments. All payments are due within seven (7) days from the day the invoice is sent. Welby reserves the right to charge an additional late fee of 1% per day that a payment is late. If a payment method is declined, it is the Client’s responsibility to address that issue with their bank or add a new payment method within this seven (7) day period.

d. Alternative Invoicing Methods. Clients that spend more than $5,000 per month with Welby may qualify for alternative invoicing and payment methods.

3. Independent Contractor Status.

Consultant’s relationship with the Client will be that of an independent contractor and not that of an employee. Consultant will be solely responsible for determining the method, details and means of performing the Consulting Services within the scope defined in the Proposal. Consultant will have full responsibility for applicable withholding taxes for all compensation paid to Consultant under a Proposal.

4. Proprietary Rights.

a. As used in these Proposal Terms, Intellectual Property means discoveries, developments, concepts, designs, ideas, know-how, improvements, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. This includes, but is not limited to, any product, method, procedure, process, technique, use, system, design or configuration or improvement of any kind.

b. All right, title and interest, including copyright and other intellectual property rights in and to any data, information, ideas, concepts or material provided by a Client to a Consultant for use in performing services are and will remain a Client’s property (“Client IP”). Each Client grants each Consultant who performs services a non-exclusive, non-transferable license during the term of a Proposal to reproduce, display and perform Client IP solely in connection with the performance of the services under such Proposal. Client IP will be considered Confidential Information of a Client.

c. Consultant may own or hold ideas, inventions, improvements, discoveries, software design, software coding, charts, drawings, specifications, notebooks, tracings, photographs, negatives, draft or final reports, findings, recommendations, data and memoranda or other works (“Consultant IP”) developed prior to the commencement of services under a Proposal. All Consultant IP or Intellectual Property developed outside the scope of the services under a Proposal will remain the property Consultant.

5. Confidentiality.

a. As used in these Terms, “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Confidential Information will include, but is not limited to, pricing and other terms reflected in agreements between the parties, and the Disclosing Party’s business and marketing plans, technology and technical information, product designs, business processes, and any other nonpublic or proprietary information of Disclosing Party. Confidential Information does not include any information that a Receiving Party can show (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without any duty or confidentiality obligation owed to the Disclosing Party.

b. To the extent Confidential Information is shared, the Receiving Party will protect the secrecy of the Disclosing Party’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose Disclosing Party’s Confidential Information to anyone without first obtaining the express written consent of the Disclosing Party; (b) not use or permit the use of Disclosing Party’s Confidential Information, except as necessary for the performance of its obligations under these Terms; and (c) limit access to Disclosing Party’s Confidential Information to Receiving Party’s personnel who need to know such information for the performance of the Receiving Party’s obligations under these Terms.

6. Warranties and Representations.

Both Client and Consultant warrant and represent that:

a. Neither party is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of these Proposal Terms.

b. Performance of the Proposal will not breach any agreement to keep in confidence proprietary information acquired by either party in confidence or in trust prior to commencement of this Proposal.

c. Neither party will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former Client, employer or third party in the performance of the Work Order.

d. Each party has authority to enter into these Proposal Terms and to perform all of such party’s obligations hereunder.

7. Dispute Resolution.

If at any time a dispute arises between a Client and a Consultant over Consultant’s timesheet or failure of Client to make payment, such as a dispute will be governed by Welby Dispute Resolution Procedures.

8. General

a. Entire Agreement. The Proposal, together with these Proposal Terms, and Welby’s Terms of Service (including all accompanying terms and policies) contains the entire agreement of the parties regarding the subject matter and may not be modified or amended, except in writing signed and dated by both parties. Any prior agreements between Consultant and Client concerning the subject matter of the Proposal are superseded by these Proposal Terms, and are void and without force and effect.

b. Governing Law. These Proposal Terms will be governed by the laws of the jurisdiction of Calgary in Alberta, Canada.

c. Binding Nature. These Proposal Terms are binding upon the parties and their heirs, personal representatives, fiduciaries, successors and assigns.

d. Non-Waiver. A waiver by Client with respect to any breach or violation of these Proposal Terms or of any provision of the Agreement by Consultant will not be deemed as or operate as a waiver of any subsequent breach or violation.

e. Assignment. The Client may assign any of its rights and obligations under these Proposal Terms. No other party to these Proposal Terms may assign, whether voluntarily or by operation of law, any of its rights and obligations under these Proposal Terms, except with the prior written consent of the Client.

Last reviewed: December 20th, 2021

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