1. Definitions

​

In this Agreement, the following terms have the meanings set out below, unless the context otherwise requires:

​

 "Business Day" means any day other than a Saturday, Sunday, or a statutory holiday in British Columbia, Canada.

"Client Information" means all data, documents, instructions, or materials provided by the Client to the Consultant for the performance of the Services

"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to business plans, financial data, client lists, and proprietary materials, but excludes information that is publicly available, independently developed, or rightfully received from a third party without confidentiality obligations.

"Disbursements" means all reasonable out-of-pocket expenses incurred by the Consultant in performing the Services, as approved by the Client.

"Materials" means all templates, guides, processes, methodologies, systems, documents, charts, or other deliverables created by the Consultant in connection with the Services.

"Services" means the professional consulting services described in the Services Agreement Document.

"Subcontractor" means any individual or entity engaged by the Consultant or the Client to assist in performing the Services.

"Services Agreement Document" means the document outlining the Services, hourly rate, retainer, and additional terms agreed upon by the parties, which forms an integral part of this Agreement.

​

​

2. Engagement and Services

​

2.1 Engagement. The Client engages the Consultant to provide the Services as described in the Services Agreement Document, and the Consultant agrees to perform the Services in accordance with this Agreement.

2.2 Standard of Performance. The Consultant will perform the Services with the care, skill, and diligence of a reasonably skilled professional in operations and project management, in compliance with applicable laws in British Columbia and Canada.

2.3 Subcontractors. The Consultant may, at its discretion, engage Subcontractors to perform portions of the Services. Subcontractors may be hired by either the Consultant or the Client, and fees for Subcontractors will be paid by the party that directly engages them. The Consultant is not liable for the performance or obligations of Subcontractors hired directly by the Client.

2.4 Delays. If the Client delays in providing necessary information, approvals, or responses, the Consultant will make reasonable efforts to continue work without delaying the overall project. However, timelines may be adjusted accordingly, and the Consultant is not liable for delays caused by the Client’s inaction.

​

3. Professional Fees and Payment

​

3.1 Professional Fees. The Client will pay the Consultant a professional fee at the hourly rate specified in the Services Agreement Document, subject to change upon one (1) month’s written notice to the Client (via email or invoice).

3.2 Retainer. Upon execution of this Agreement, the Client will pay a non-refundable retainer as specified in the Services Agreement Document, to be held until the Services are completed or this Agreement is terminated. The retainer will be applied to the final invoice.

3.3 After-Hours Crisis Management. The Consultant may, at its discretion, provide crisis management support outside regular hours (Monday to Friday from 5:00 p.m. to 8:00 a.m PST, weekends, Canadian statutory holidays, or the Consultant’s booked vacation time). Such support is not guaranteed and, if provided, will be billed at 1.5 times the standard hourly rate. The Consultant may declare unavailability for after-hours support at any time.

3.4 Disbursements. The Client will reimburse the Consultant for Disbursements, including but not limited to administrative costs (e.g., long-distance calls, courier services, supplies), travel expenses, meals, and parking, incurred at the Client’s request. The Consultant will provide documentation of such expenses upon the Client’s written request.

3.5 Invoicing and Payment. The Consultant will issue invoices monthly, and the Client will pay all invoices in full within seven (7) days of issuance. Payments will be made in CAD via e-transfer or credit card].

3.6 Taxes. The Client will pay applicable Goods and Services Tax (GST) as invoiced by the Consultant in accordance with the Excise Tax Act (Canada).

3.7 Interest on Overdue Amounts. Any amounts unpaid after fourteen (14) days from the due date will accrue interest at a rate of 2% per month, compounded monthly (26.82% annually), until paid in full.

​

4. Client Responsibilities

​

4.1 Client Information and Approvals. The Client will provide accurate, complete, and timely Client Information, decisions, and approvals necessary for the Consultant to perform the Services.

4.2 Warranty. The Client represents and warrants that:

1. all Client Information provided is accurate and complete;

2. the Consultant’s use of Client Information will not infringe any third-party rights, including intellectual property rights; and

3. the Client has the authority to disclose Client Information to the Consultant.

4.3 Testimonials. The Client agrees that the Consultant may use testimonials or reviews provided by the Client for promotional purposes on the Consultant’s website, social media, or marketing materials, using only the Client’s first name and last initial to protect privacy.

​

5. Intellectual Property

​

5.1 Ownership of Materials. All Materials created by the Consultant, including but not limited to templates, guides, processes, methodologies, systems, documents, and charts, are the exclusive property of the Consultant and are protected by copyright under the Copyright Act (Canada). The Consultant retains all title, copyright, and moral rights in the Materials.

5.2 Client Information. The Client retains ownership of all Client Information and Confidential Information provided to the Consultant.

5.3 License to Client. The Consultant grants the Client a non-exclusive, perpetual, royalty-free, worldwide license to use, copy, and modify the Materials solely for the Client’s internal business purposes. The Client may not sublicense, sell, or distribute the Materials without the Consultant’s prior written consent.

5.4 Consultant’s Rights. The Consultant retains the right to use, modify, and license the Materials for other projects, provided such use does not disclose the Client’s Confidential Information.

5.5 Recognition. The Client agrees to credit the Consultant as the creator of the Materials in any permitted use, including a statement such as “Created by Darci Lee Solutions” The Consultant may include the Materials in its portfolio or promotional materials, provided no Client Confidential Information is disclosed.

​

6. Confidentiality

​

6.1 Obligation. Each party will maintain the confidentiality of the other party’s Confidential Information and will not disclose it to third parties without prior written consent, except as required by law or to perform the Services.

6.2 Exceptions. The confidentiality obligation does not apply to information that:

1. is publicly available through no fault of the receiving party;

2. was rightfully received from a third party without confidentiality obligations; or

3. was independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

6.3 Return of Information. Upon termination of this Agreement, each party will return or destroy the other party’s Confidential Information, except as necessary to comply with legal obligations.

​

7. Termination

​

7.1 Default by Client. If the Client fails to make payments when due, breaches any covenant or warranty, or becomes insolvent or bankrupt under the Bankruptcy and Insolvency Act (Canada), the Consultant may, without prejudice to other remedies, cease work, treat this Agreement as repudiated, and recover payment for Services rendered, damages, lost profits, and interest at 2% per month, compounded monthly (26.82% annually).

7.2 Death or Incapacitation. The Consultant may terminate this Agreement immediately if the Client dies or becomes incapacitated.

7.3 Suspension by Client. If the Client suspends the Services for more than ninety (90) days, the Consultant may terminate this Agreement upon written notice. The Client will pay all outstanding amounts for Services rendered.

7.4 Abandonment by Client. If the Client abandons the Services, the Consultant may terminate this Agreement upon written notice, and the Client will pay all outstanding amounts for Services rendered.

7.5 Termination for Convenience. Either party may terminate this Agreement with written notice. The Client will pay for all Services rendered up to the termination date.

​

8. Indemnification

​

8.1 Client Indemnity. The Client will indemnify, defend, and hold harmless the Consultant, its affiliates, and their respective officers, directors, and employees from any claims, losses, damages, or liabilities arising from:

1. the Client’s breach of this Agreement;

2. the inaccuracy of Client Information or warranties;

3. the Client’s use of the Materials in a manner not permitted by this Agreement; or

4. third-party claims related to the Client’s business operations or instructions to the Consultant.

8.2 Consultant Indemnity. The Consultant will indemnify, defend, and hold harmless the Client from any claims, losses, damages, or liabilities arising from the Consultant’s gross negligence or willful misconduct in performing the Services.

8.3 Procedure. The indemnified party will promptly notify the indemnifying party of any claim, cooperate in the defense, and not settle any claim without the indemnifying party’s consent.

​

9. Dispute Resolution

​

9.1 Negotiation. The parties will attempt to resolve any dispute arising from this Agreement through good-faith negotiations.

9.2 Mediation. If negotiations fail, either party may submit the dispute to mediation by a mutually acceptable mediator in British Columbia. Mediation costs will be shared equally unless otherwise agreed.

9.3 Confidentiality. All dispute resolution efforts will be conducted on a confidential and without-prejudice basis.

9.4 Litigation. If mediation fails, disputes will be resolved by the courts of British Columbia, as provided in Section 12.5.

​

10. Notice

​

10.1 Delivery. Any notice required under this Agreement will be in writing and sent via email to the above mentioned email addresses.

10.2 Timing. Notices sent before 4:00 p.m. PST on a Business Day are deemed received on that day; otherwise, they are deemed received on the next Business Day.

10.3 Change of Information. Either party may update its contact information by written notice to the other party.

​

11. Limitation of Liability

​

11.1 Limitation. The Consultant’s total liability for any claim arising from this Agreement, whether in contract, tort, or otherwise, will not exceed the total fees paid by the Client for the Services in the twelve (12) months preceding the claim.

11.2 Exclusion. The Consultant will not be liable for any indirect, consequential, special, or punitive damages, including lost profits, arising from the Services or this Agreement.

​

12. Referral Program

​

12.1 Eligibility. The Client, as Referrer, may participate in the Consultant’s Referral Program by referring a Referral to the Consultant. The Referral must be a new client who has not previously engaged the Consultant’s Services.

12.2 Referral Discount. Upon the Referral paying their first invoice in full and on time, the Referrer will receive a 15% discount on the Referrer’s next invoice issued by the Consultant. The discount is contingent upon the Referral’s compliance with the payment terms outlined in Section 3.5.

12.3 Non-Payment by Referral. If the Referral fails to pay their first invoice in full or on time, the Referrer will not qualify for the referral discount associated with that Referral.

12.4 Discount Application. Referral discounts cannot be combined or applied to the same invoice. If the Referrer refers multiple Referrals whose invoices are paid in the same month, the discounts will be applied sequentially to the Referrer’s subsequent invoices, with one 15% discount per invoice, starting with the next invoice issued after the Referral’s payment.

12.5 Non-Transferable. Referral discounts are non-transferable and may only be applied to the Referrer’s account. Discounts cannot be redeemed for cash or applied to other services.

12.6 Program Modifications. The Consultant reserves the right to modify or terminate the Referral Program at any time upon thirty (30) days’ written notice to the Client. Any changes will not affect discounts already earned but not yet applied.

12.7 Compliance. Participation in the Referral Program is subject to compliance with this Agreement. The Consultant reserves the right to disqualify any Referrer or Referral from the program for non-compliance, including fraudulent or misleading referrals.

​

13. General

​

13.1 Time. Time is of the essence in this Agreement.

13.2 Entire Agreement. This Agreement, together with the Services Agreement Document, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, or negotiations, whether written or oral.

13.3 Amendment. This Agreement may only be amended in writing signed by both parties.

13.4 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, not to be unreasonably withheld.

13.5 Governing Law and Jurisdiction. This Agreement is governed by the laws of British Columbia and the applicable laws of Canada. The parties submit to the exclusive jurisdiction of the courts of British Columbia.

13.6 Severability. If any provision of this Agreement is found to be invalid or unenforceable, it will be severed, and the remaining provisions will remain in full force and effect.

13.7 Electronic Signatures. Electronic signatures, whether digital or scanned, are legally binding. Emailing a signed copy of this Agreement constitutes a valid and binding agreement.

13.8 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original and together constitute one instrument.

13.9 Force Majeure. The Consultant is not liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, or government actions.

13.10 Survival. Provisions that by their nature should survive termination (e.g., confidentiality, indemnification, intellectual property) will remain in effect after termination.

​

Overview

​

Welcome to Darci Lee Solutions Inc. ("we," "us," or "Darci Lee Solutions"), located in Surrey, BC, Canada. By engaging our services through our website (www.darcileesolutions.com) or otherwise, you ("Client" or "you") agree to be bound by these Terms of Service ("Terms"). These Terms govern the provision of professional consulting services, including project management, operations consulting, and strategic support, as described on our website. If you do not agree with these Terms, please do not engage our services.