Agreement for the provision of services

June 2023

By agreeing to purchase any service from Key Content LP (“Key Content”), either directly or through our website, www.key-content.com, you (“you” or “Customer”) also agree to be bound by the following terms and conditions (the “T&Cs”).

Introduction

Key Content offers to Customer the opportunity to receive consultancy, content marketing and online marketing services, as well as ordering text and/or article production and edition about specific topics. Key Content assigns these projects to reliable Professionals, who complete the assignment according to Customer’s specifications, and delivers these in bundled form (dependent upon order volume) to Customer. The specifications of these assignments will be defined in the specific Project Offer (PO) issued by Key Content to Customer.

The processing duration of a project shall be agreed upon on an individual basis between Customer and Key Content and will be defined in the Project Offer or other Project Offers signed by the Parties from time to time.

The Parties agree that these T&Cs shall apply to, and form part of, any Project Offer entered into between the Parties from time to time. In case of conflict, the agreed terms in the Project Offer shall prevail over these T&Cs to the extent of any conflict.

Both Parties accept the online service “Copyscape” (www.copyscape.com, a Key Content third party) to determine the uniqueness of texts. Copyscape is a standard and integral component of Key Content’s processing system to check for plagiarism. Texts determined to be unique content by Copyscape are also considered unique in the contractual relationship between both Parties. Documentation of plagiarism checks by Copyscape is made by saving so-called log files.

All Services and Deliverables rendered by Key Content will be at a price (“Fee”) determined and set out in the Project Offers or in any other written or electronic document or electronic communication between the Parties relating to Services or Deliverables to be supplied by Key Content to Customer.

From time to time, Key Content may render Services without a Project Offer, provided the scope of those Services have been agreed to in writing with Customer beforehand. The written confirmation received from the Customer will be considered a Project Offer as defined in this Agreement. This provides both Parties with the flexibility to adjust a Service offering without the need to issue a new or amended Project Offer.

Overview

Capitalized terms used but not defined herein have the meanings assigned to them in the Project Offer to which these T&Cs are attached and of which they form a part.

As used herein, “Key Content” shall mean the “Issuer” as defined in the Project Offer, and “Customer” shall have the meaning as defined in the Project Offer.

These T&Cs shall apply to any agreement between Key Content and Customer for the supply of Services and delivery of Deliverables by Key Content to Customer pursuant to a Project Offer. Key Content and Customer shall be bound by these T&Cs from the moment of execution of a Project Offer.

THE PARTIES AGREE:

1. INTERPRETATION

1. Definitions

In these T&Cs, the following words and phrases have the meanings given below:

“Agreed Schedule”

dates and times when Key Content is to deliver Deliverables to Customer as stipulated in specific Project Offers.

“Appointment”

the appointment of Key Content to provide Services pursuant to a Project Offer and on the terms of these T&Cs.

“Associated Company”

means, in relation to a Party, any company which is for the time being and from time to time a subsidiary or holding company of a Party or a subsidiary of any such holding company, or whereby the shares of that company are held directly or indirectly by a Party.

“Commencement Date”

shall be the date the Project Offer is signed and specified under the “Location, Date” fields on the Project Offer.

“Deliverables”

the deliverables to be delivered by Key Content to Customer under any applicable Project Offer and in accordance with these T&Cs.

“Fee(s)”

the fee(s) to be paid to Key Content, as described in the “Introduction”, pursuant to a Project Offer and in accordance these T&Cs.

“Intellectual Property Rights” (IPR)

all patents, copyrights and related rights (including rights in computer software), database rights, design rights, trademarks, service marks, trade names, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions, whether patentable or not), and internet domain names and other rights of a like nature (whether registered or unregistered) and all applications for such rights as may exist anywhere in the world and all licences and consents in respect of any of the rights or protections mentioned in this definition.

“Party” refers to either Customer or Key Content individually, and “Parties” refers to both of them collectively.

“Poaching”

hiring for employment Professionals or third-party collaborators that have provided Services to Customer (through Key Content as a full-time employee or as a sub-contractor or independent service provider, collectively “authors”) following a direct or indirect solicitation by Customer’s team. Customer’s team is defined as Key Content’s Point of Contact, its team or its successors who have (i) received services from the authors and (ii) made direct contact with Key Content. Poaching shall also include the hiring of third-party authors by Customer whose existence has come to the knowledge of Customer through their services to Key Content and these T&Cs and the author’s services were offered to and considered by Customer. Poaching does not include (i) public general advertisements for employment (i.e. where authors contact Customer on their own for a public employment listing without any direct or indirect solicitation), and (ii) any existing authors that Customer may already be working with.

“Professionals”

means the individual(s) or authors which Key Content designates as being responsible for producing the Services and Deliverables, as described in the “Introduction” and in accordance with Clause 4 of these T&Cs.

“Project Offer” or “PO”

the written specifications of assignments for Services and/or Deliverables to be provided by Key Content to Customer, as requested and accepted by Customer from time to time, and of which these T&Cs form a part.

“Representative”

the individuals nominated by each Party from time to time to be a Point of Contact with each other on behalf of the Parties.

“Scope of Work”
the scope of the work to be performed by Key Content as set forth in the Project Offer.

“Services”

the consultancy, content marketing, and/or online marketing services to be provided by Key Content on a monthly basis as specified in any applicable Project Offer and in accordance with and subject to these T&Cs.

“Term”

the period set forth in a PO, which is the period starting on the Commencement Date and ending when the Services and/or Deliverables to be provided under the PO have been completed and paid for.

“Termination”

the ending of the agreement for provision of Services governed by an applicable PO and these T&Cs, however it arises and irrespective of its cause or manner.

2. APPOINTMENT

1. Customer appoints Key Content as provider of the Services during the Term and Key Content agrees to provide them under the terms of the applicable PO and these T&Cs.
Key Content warrants and agrees with Customer that:
1. Key Content will remain exclusively entitled to the Services of the Professionals and has the right to make their services available to Customer; and
2. Key Content will be solely responsible for ensuring payment to the Professionals and permitted sub-contractors of all remuneration and expenses to which they may be entitled in respect of the Services and for all tax and/or labour liabilities and other amounts due in respect of monies payable in connection with such payments and benefits. Notwithstanding the foregoing, if Key Content is unable to make the mentioned payments on time due to Customer’s failure to comply with Clause 5 herein without any justified cause, Customer will be liable for the additional expenses that may be claimed by any of the Professionals, permitted subcontractors or competent authority and Customer will reimburse Key Content for such additional expenses immediately on demand.

3. SERVICES

Key Content will provide the Services in accordance with the Scope of Work in the Project Offer and is responsible for ensuring that they are provided by the Professionals in such territories and on the Agreed Schedule as are reasonably agreed with Customer.
Key Content will deliver the Deliverables to Customer in accordance with the PO and these T&Cs.
Key Content warrants that:
1. it will exercise and continue to exercise in the performance of the Services, all reasonable care, skill, and diligence as may reasonably be expected of a professional, properly qualified, and competent agency undertaking consultancy services for projects of a similar nature and complexity; and
2. the Services will be provided within the Agreed Schedule or, if no such time limits are specified, in a timely manner.
Both Parties agree to behave in a proper and reasonable manner.
Through their Representatives, both Parties will at all times keep each other fully and properly informed on all aspects of the progress and performance of the Services and provide each other with all such other information in connection with the Services and Deliverables as may be reasonably required in the context of the Services.
If Key Content is unable to provide the Services for any reason, Key Content will:
1. immediately inform the Representative of Customer of that fact, giving the reason and the likely duration of the delay together with its best estimate of the likely effect on the project plan; and
2. grant Customer the right to extend the Term for a period equivalent to the period of delay.
Customer acknowledges that Key Content has sole discretion to determine the manner in which the Services are provided, as long as they are provided in a manner which is consistent with these T&Cs and in accordance with the instructions of the Representative and are provided in the most effective manner consistent with the required level of quality and performance.
Key Content will not do or say anything that:
1. is inconsistent with any Customer policy; or
2. may reflect adversely on, or be harmful to, the business, reputation or prestige of Customer.
Customer will not do or say anything that:
1. is inconsistent with any Key Content policy; or
2. may reflect adversely on, or be harmful to, the business, reputation, or prestige of Key Content.
Customer agrees that Key Content will be allowed to use, in accordance with the terms of article 3.8 above, Customer’s brand logo, as a member of its portfolio of clients, in its web page, as well as in any sales presentation, business event or meeting that it may hold, always respecting the indications of the logo’s style guide provided by Customer.
The Parties shall comply with any applicable laws or regulations which may apply from time to time to the performance of their obligations under these T&Cs.

4. PROFESSIONALS

Key Content is responsible for ensuring that the Professionals shall perform their duties in a manner consistent with the requirements of the PO and in accordance with these T&Cs and shall comply with the reasonable instructions of Customer during the Term.
Customer shall be entitled to require Key Content to immediately withdraw any Professional(s) from the provision of Services by providing Key Content with proof of the incompetence, lack of technical ability or incompatibility of the temperament of the Professional(s) concerned, or if the conduct of the Professional is not in accordance with reasonable and generally accepted norms of professional conduct in force from time to time.
Poaching by Customer of potential authors or Professionals and any attempts in this direction or attempts to contact or cooperate with them (directly or indirectly), without the express prior written consent of Key Content, is considered a material breach of contract and will give Key Content the right to immediately terminate any agreement with Customer and to assert any legal claims available to it.
Any attempt by Customer to poach, directly or indirectly, a potential author or a Professional, shall result in, at Key Content’s sole discretion, the Termination of Key Content’s obligations under a Project Offer. If a Project Offer is terminated pursuant to this Clause 4, Customer will be obliged to pay to Key Content all Fees for any Services provided up to the date of Termination (whether or not these have been accepted by Customer) and a €20,000.00 (twenty thousand euros) penalty fee for any and each attempt to contact a potential author or Professional, in addition to any further compensation owed for damages and loss of profits and goodwill to Key Content. This provision shall apply during the Term and a period of two years after the Termination.

5. PAYMENT

Prior to starting a project, Customer will pay Key Content 50% of all Fees detailed in a Project Offer as pre-payment, plus any Value Added Tax (VAT), if applicable. To facilitate payment, Key Content will issue an invoice to Customer in the amount of the pre-payment, plus applicable VAT.
The pre-payment will act as credit for Customer’s requests. Once the “credit” is consumed, or the end of the Agreed Schedule has been reached, whichever date is earliest, Key Content will invoice the remaining 50% of the contract, plus any Value Added Tax (VAT).
Customer may apply any unused credit against Services for a period of 180 days after the end of the Agreed Schedule date, (“Credit Period”). Credit that remains unused after the end of the Credit Period will be forfeited by Customer.
Payment by Customer will be due within thirty (30) calendar days from the date of the invoice. Invoices that remain unpaid after the due date will be charged with a 0,5% interest rate per day. The interest will be invoiced either separately or on top of subsequent invoices. Key Content will not be required to provide subsequent Changes, Services or Deliverables unless the previous invoices have been paid in full by Customer.
In addition to the Services, Key Content shall perform such other services in relation to the project as Customer may from time-to-time request in writing (a “Change Work Order” and, any such changes in the Services, a “Change”) subject to an additional Fee to be agreed between the Parties.
The Fee shall include and be deemed to cover all fees and expenses paid or payable by Key Content to any Professional, agent, substitute, or sub-contractor

6. TAXES AND EXPENSES

Key Content will be responsible for the payment of all taxes, national insurance, social security, transportation, insurance, medical costs, pension contributions and other amounts due in respect of the Professionals in connection with their employment or engagement by Key Content.
The Customer shall reimburse Key Content for reasonable travel and other business expenses incurred in the performance of the Services hereunder, as detailed in each Project Offer.

7. CONFIDENTIALITY AND DATA PROTECTION

The terms of this Agreement, all Project Offers, their schedules and all commercial, financial, technical and/or operational information disclosed by any contracting Party to the other for the purpose of the performance of the Services, either verbally or in writing, in any form and media (paper, electronic or digital), as well as between their employees, advisors and/or independent professionals, legal representatives, Associated Companies or any other related individual or corporation to any of the contracting Parties shall be considered as confidential information (hereinafter “Confidential Information”).
During the Term and thereafter for an indefinite term after Termination of a Project Offer for whatever cause, the Parties shall only use the Confidential Information for the purpose of the performance of the Services and preparation of the Deliverables and for no other purpose and they shall, furthermore, hold and treat all Confidential Information in the strictest confidence and not permit nor allow it to be disclosed to any third person, without the prior written consent of the other Party, other than its employees, advisors and/or independent professionals (including the Professionals), legal representatives, Associated Companies or any other associated individual or corporation involved in the performance of the Services and who are bound by obligations of confidentiality equivalent to those set out herein, provided that any breach of the confidentiality obligations set forth in this clause by any of them shall be deemed to be a breach of the relevant contracting Party.
The confidentiality obligations set forth in this clause shall not be applicable and the Parties shall have the right to disclose the Confidential Information to any relevant third party, in the following cases (i) disclosure is required due to the strict execution of the contractual purpose of these T&Cs, (ii) disclosure is required by a compulsory legal rule or a Court and/or administrative judgment with binding effect, or (iii) the Confidential Information has become public knowledge for any other reason other than the breach by one of the Parties of the obligations contained in this clause.
In the event of an actual and/or alleged breach of the confidentiality obligations set forth in this clause by either of the Parties or any of its employees, advisors and/or independent professionals, legal representatives, Associated Companies or any other associated individual or corporation, the other Party shall be entitled to a compensation equal at least to all or any loss and/or damages suffered by the latter as a consequence of the aforesaid breach of these T&Cs.
Where the Services include the processing of personal data (within the meaning of the EU data protection directive 95/46/EC (the “Data Directive”) or other applicable law), whether relating to individuals, employees or customers of Customer or Key Content, or otherwise, the Parties, as applicable, shall comply with the provisions of the Data Directive as amended or substituted from time to time and with any similar provisions of law in any jurisdiction.

8. INTELLECTUAL PROPERTY

All Intellectual Property Rights in Key Content’s proprietary software and in any pre-existing documents, know-how and services belong to, and shall remain the property of, Key Content.
Any new Intellectual Property Rights created by Key Content, its employees, agents or permitted sub-contractors (including the Professionals) specifically for Customer in the course of carrying out the Services shall vest in Customer upon payment in full of the related Fees and where such Intellectual Property Rights include designs, documentation or other materials subject to copyright, Key Content hereby assigns absolutely to Customer the copyright and all other rights of a like nature without any restriction and/or limitation whatsoever in terms of territory, duration, media, formats and/or exploitation rights other than the limits regulated by any mandatory applicable law upon payment in full of the related Fees.
If any infringement claim is made against Customer under Clause 8.2 above as a result of Key Content’s negligence, Key Content shall promptly and at its own expense either:
1. procure such rights as are necessary to enable Customer to continue using or receiving the Services; or
2. modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement.

9. ACCEPTANCE

Upon a request of a Service, Customer and Key Content shall agree on acceptance criteria for each Project Offer (“Acceptance Criteria”) and on the acceptance tests for the Deliverables (“Acceptance Tests”), both of which shall be described in the Project Offer.
Within two (2) weeks after a Project Offer signature date and necessary documentation reception, Key Content will submit a first portion of the Deliverables (the “Partial Deliverables”) to Customer for quality assurance (i.e. for an Acceptance Test), provided Customer has not specified otherwise.
Customer is obliged to review this Partial Deliverable and notify Key Content within seventy-two (72) hours if the Partial Deliverable is accepted, rejected, or needs changes. The service as accepted in this Partial Deliverable shall serve to confirm the Acceptance Criteria are being met and set the quality standard for the final Deliverables. Once the standard and quality of the Partial Deliverables are accepted, Key Content will work to deliver the remaining Deliverables. Partial and remaining Deliverables will be automatically considered accepted if Customer does not provide notification within seventy-two (72) hours of submission by Key Content.
Customer shall have the option to rescind and ask for a refund of any advance payment, if applicable, after five (5) consecutive rejections of the same Partial Deliverables, provided Customer has given clear and specific instructions on applicable changes to be made to Key Content and these have been ignored in their majority. Customer shall describe in detail how these instructions have not been followed and list changes requested and not made.
Reworking is only mandatory for Key Content if it is necessary in order to meet the original project description and the Acceptance Criteria. In this event, Key Content must commence reworking according to Customer’s wishes within a reasonable period of time. Further reworking is only permissible if the text is defective, if further reworking requests are in line with the first reworking request specifications and the Acceptance Criteria.
Reasons for the rejection of a text project must be provided by the Customer in detail. Rejection of a text project by the Customer will be reviewed by Key Content following the reasons listed by the Customer and shall only be accepted by Key Content if the condition desired by the Customer is in line with the project specifications and the Acceptance Criteria.
In case of unfounded or insufficient reasons for rejection, Key Content has the right to refuse the rejection and receive payment of Fees for Deliverables rendered up to the moment.

10. TERMINATION

Either Party may terminate the Appointment without notice:
1. if the other Party commits a material breach of any of these T&Cs and the non-fulfilling Party does not remedy said breach within fifteen (15) calendar days from the receipt of a notice in writing from the non-breaching Party describing the breach and stating its intention to terminate the Appointment if the breach is not rectified within fifteen (15) days;
2. if the other Party is unable to pay its debts as they fall due, or a petition is presented or a meeting convened for the purpose of winding it up, or it enters into liquidation other than for the purpose of an amalgamation or reconstruction;
3. if the other Party ceases for any other reason to carry on its business;
4. if the other Party commits any act of dishonesty or impropriety or otherwise engages in conduct which the other in its sole discretion believes may be prejudicial to its business;
5. Key Content may terminate the Appointment with immediate effect if Customer fails to pay invoices issued by Key Content when they become due and payable.
6. Either Party may terminate the Appointment at any time upon giving thirty (30) days’ notice to the other Party.
7. Upon any termination of Key Content’s engagement under this Clause 10:
8. Key Content shall take immediate steps to bring to an end the Services in an orderly manner but with all reasonable speed and economy;
9. Without any prejudice to any indemnities and/or compensations applicable by law or contract in favour of Customer, Customer shall pay to Key Content the part of the Fee for Services performed up to the date of such termination, unless Key Content has failed to comply with the specifications set out in the Project Offers accepted by Customer, or if the Deliverables do not comply with the agreed specifications and requirements of the Service, according to the applicable Project Offer and these T&Cs.
10. With the exception of termination under Clauses 10.1.3, 10.1.4 or 10.2 of these T&Cs, upon termination of the Appointment, neither of the Parties shall be liable to the other for any loss of profit, loss of contracts or other costs, losses and/or expenses arising out of or in connection with such termination, whether or not such loss was reasonably foreseeable at the Commencement Date.

11. SURVIVAL

The Parties agree that Clauses 5, 6, 7, 8, 9, 11, and 12 shall survive Termination or expiration of the Term.

12. MISCELLANEOUS

A Party may not assign this Agreement or any Project Offer to third Parties without the prior written consent of the other Party. For the sake of clarity, the events of merger or consolidation of a Party with a third company and/or the acquisition, directly or indirectly, of the majority of a Party’s share capital by a third company shall not be considered as an assignment for the purposes of this Clause.
As an exception to the foregoing Clause 12.1, a Party may assign a Project Offer to an Associated Company.
The Project Offer (including these T&Cs), together with any documents referred to in it, constitutes the entire terms and conditions of the Appointment and supersedes or extinguishes any prior drafts, agreements, undertakings, warranties and arrangements of any nature, whether in writing or oral, regarding such subject matter. A Project Offer and these T&Cs may only be modified or otherwise amended by written agreement of the Parties.
If any provision or part of these T&Cs is or becomes invalid, illegal, void or unenforceable, the remainder of these T&Cs shall not be affected but shall continue in full force and effect and the invalid, illegal, void or unenforceable provision or part shall be replaced or amended so far as is necessary to maintain the purpose and continuity of these T&Cs.
No forbearance or delay by either Party in enforcing its rights will prejudice or restrict the rights of that Party, no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right of or any later breach.
Key Content performs data backup of project-related information at regular intervals. However, in the event that data is lost, Key Content will strive to correct the error as quickly as possible and restore the data to the condition existing prior to data loss.
All notices relating to the Appointment shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by electronic mail, (c) when sent by facsimile if sent during normal business hours of the recipient, with receipt confirmed by the recipient, (d) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (e) two (2) days after deposit with an internationally recognized courier, specifying next day delivery, with written verification of receipt. Any such notice will be delivered or sent to Customer at Customer’s address specified in the Project Offer and to Key Content at:
Key Content LP
40 University Ave. 904
M5J 1T1 Toronto, Canada
ID#: 290218924
Email: info@key-content.com
The Parties consent to the exchange of information and documents between them over the Internet or by electronic mail and agree that all Project Offers (including these T&Cs), together with any Project Offer confirmations accepted by either of them in electronic form shall be the equivalent of an original written paper agreement between them. Parties further agree that all agreements, notices, and other communications that they may provide electronically satisfy any legal requirement that such communications be in writing.
All Project Offers and these T&Cs shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The courts and tribunals of Toronto (Canada) shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with a Project Offer (including these T&Cs) or its subject matter or formation and any disputes or claims in connection with any non-contractual obligations arising between the Parties. The Parties waive their right to another jurisdiction should it be different.