TERMS AND CONDITIONS

 Effective Date:  These Terms are effective on the date you complete payment for the Thinkific Essentials package (the “Services).

Contractor (the “Contractor”)

Spark And Co., People Performance Ltd

664 Beddis Rd, Salt Spring Island, BC V8K 2E5, Canada

These Terms and Conditions (“Terms”) govern the online purchase and use of Spark + Co.’s Thinkific Essentials package (“Services”). By purchasing these Services through our website, you agree to be bound by these Terms. If you do not agree, please do not purchase these Services.

BACKGROUND

A.  You are of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to you and agree to the terms and conditions in this Agreement.

B.  The Contractor is agreeable to provide such services to you on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, you and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

  1. You hereby agree to engage the Contractor to provide the following services (the “Services”):
    To set-up a Thinkific site and one course from the information provided by you. Details of the specific services included are provided in the Appendices.
  2. The Services will also include any other tasks which the Parties may agree on.
  3. The Term of this Agreement (the “Term”) will begin on the date of the online purchase of the Services and will remain in full force and effect until you receive from the Contractor the Final Project Completion Checklist, subject to earlier termination as provided in this Agreement.
  4. In the event that either Party wishes to terminate this Agreement prior to the Term, that Party will be required to provide 10 days’ written notice to the other Party.
  5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).
  7. The Contractor will charge you a flat fee of $5,950 for the Services (the “Compensation”). Additional time outside the scope of the project defined in this Agreement, if requested by you, will be charged at the Consultant’s standard rates. All fees are exclusive of GST.
  8. Payments payable by you shall be as follows:
    – Paid on execution of this Agreement, $5,950
    The above payments are exclusive of GST.
    If a payment fails or is reversed, the Contractor may pause or stop work until the account is brought current.
  9. For any remaining amount, the Contractor will invoice you. Invoices submitted by the Contractor to you are due upon receipt.
  10. In the event that this Agreement is terminated by you prior to completion of the Services, but where the Services have been partially performed, you will not be entitled to any rebate of the amount charged.
  11. The Compensation as stated in this Agreement does not include sales tax or other applicable duties as may be required by Any sales tax and duties required by law will be charged to you in addition to the Compensation.
  12. Interest payable on any overdue amounts under this Agreement is charged at a rate of 18% per annum compounded monthly, or at the maximum rate enforceable under applicable legislation, whichever is
  13. Scheduling depends on mutual availability. The Contractor will confirm start dates once we receive your onboarding information.
  14. If you do not respond within 14 business days, we may assume approval and end the Services.
  15. All written and oral information and material disclosed or provided by you to the Contractor under this Agreement is not considered Confidential Information, regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
  16. You retain ownership of the materials you provide and grant the Contractor a limited license to use them to deliver the Services. The Contractor retains ownership of its tools, templates, methods, and pre-existing content.
  17. Unless you inform the Contractor otherwise in writing, you grant the Contractor permission to include deliverables or summaries in their portfolio and marketing.
  18. In providing the Services under this Agreement, it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. You and the Contractor acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
  19. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third-party subcontractor to perform some or all of the obligations of the Contractor under this Agreement and you will not hire or engage any third parties to assist with the provision of the Services.
  20. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision-making in relation to the provision of the Services in accordance with the The Contractor will work autonomously and not at your direction.
  21. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
  22. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing or by email.
  23. To the maximum extent permitted by law, the Contractor is not liable for indirect, incidental, special, consequential, or punitive damages, and the total liability for any claim related to the Services will not exceed the amount paid for the Services.
  24. You agree to indemnify and hold harmless the Contractor, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of you, your respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  25. You agree that you have the rights to reproduce and use all information and content provided to the Contractor.
  26. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
  27. Time is of the essence in this No extension or variation of this Agreement will operate as a waiver of this provision.
  28. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without your prior written consent.
  29. It is agreed that there is no representation, warranty, collateral Agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  30. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
  31. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  32. Words in the singular mean and include the plural and vice Words in the masculine mean and include the feminine and vice versa.
  33. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada.
  34. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  35. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

APPENDICES

Thinkific Website Set-Up

  • Spark + Co., configure and customize all site settings of your Thinkfic site
  • Full backend technical set-up
  • Installation of essential integrations (e.g., Google Analytics, Zoom, Mailchimp, Zapier)
  • Create Privacy and Terms + Conditions pages
  • Provide Thinkific commerce support and set-up for group orders, order bumps, and coupons
  • Basic SEO set-up for your home page and course landing page
  • Full testing of the site (Desktop and Mobile users)

Design & Assembly

  • Set up the theme of the site
  • Implement your brand colours and fonts within the Thinkific theme limitations
  • Set up your site header and footer
  • Design and development of five core pages:
  • Homepage
  • All Courses Page (plus receive our expert guidance and copywriting templates for your new conversion-focused Homepage)
  • 1 Course Landing Page (plus receive our expert guidance and copywriting templates for your new conversion-focused Course Landing Page)
  • 1 After Purchase Flow Page
  • 1 Custom Completion Page
  • Uploaded stock images or images provided by you (plus tips on image sizing and selection)

Course Set-Up

  • Set up curriculum, creating chapters and lessons for your flagship course
  • Upload materials (media and content) for one course
  • Configure all course settings (pricing, social sharing text, course thumbnail, description, after purchase flow)
  • Create a survey and a quiz
  • Create one certificate of completion
  • Set and design course welcome and completion emails
  • Enable and configure course reviews

Post-Launch Support

  • 4 social media graphics for your marketing launch
  • Full site documentation so you can manage your new site
  • Expert recommendations on current and future course improvements (a consulting service ONLY available through our packages)
  • 30-day post-launch technical support

Project Expectations

SCOPE OF SERVICES

  • Spark + Co. will make reasonable efforts to deliver the project outlined, noting that sometimes previously unknown requirements or challenges can arise.
  • Any services or deliverables not explicitly mentioned in the project brief are excluded from this Agreement and will entail additional costs if required.

PROJECT TIMELINE AND MILESTONES

  • Spark + Co. will adhere to the project timeline subsequently provided to you. Delays caused by your late feedback, inability to receive the required information from subject matter experts or other stakeholders, or project scope changes may result in delivery date adjustments.  And may result in additional project costs.
  • Spark + Co. is not responsible for delays caused by factors outside our control, including but not limited to technology failures, third-party service disruptions, or your-side delays.

YOUR RESPONSIBILITIES

  • You are responsible for providing timely and accurate information and resources as necessary for Spark + Co. to perform the services effectively. Failure by you to meet these responsibilities may result in a delay or additional charges for which Spark + Co. is not liable.

ACCEPTANCE CRITERIA

  • The deliverables will be deemed accepted if you do not provide approval or specific feedback within 14 days of submission.