• Terms of Business •
DEFINITIONS The term “CLIENT” shall herein refer to the owner, part-owner, or lessee of the animals which are contracted to be trained under this agreement. The term “COMPANION ANIMAL” shall herein refer to all species, and also to the specific animal(s) to which this agreement refers. The terms “SERVICE PROVIDER” shall herein refer to The Dez And Rip Center For Dogs Who Can’t Listen Good And Wanna Learn To Do Other Behavior Stuff Good Too, LLC.​
1. SERVICES
1.1 The scope of the Services to be provided to the CLIENT by the SERVICE PROVIDER will be agreed in writing between them.
1.2 If the CLIENT requires any additional services or any change to the agreed Services, the SERVICE PROVIDER will be entitled to an adjustment of the fees and an estimate of the additional fees which may be due will be provided to the CLIENT upon request.
2. START OF / DURATION OF SERVICES
2.1 If the start date for the Services is not agreed in advance, the Services will be treated as having begun on the date the SERVICE PROVIDER begins to carry out any of the Services.
2.2 The Services will continue until they are completed or by, [Date of service], unless the Appointment is terminated early in accordance with these Terms of Business or by mutual agreement.
3. FEES AND EXPENSES
3.1 The fees payable for the Services will be as agreed in writing between the CLIENT and the SERVICE PROVIDER. Unless otherwise specified, fees will be payable up front or by monthly installments in accordance with the SERVICE PROVIDER's invoices (payment to be due upon receipt of invoice).
3.2 Other expenses (including travel, telephone consultations, equipment and or written material not laid out as included in services and other costs) will be recoverable in addition to fees and the appropriate amounts will be added to the SERVICE PROVIDER's invoices.
3.3 The daily and hourly rate/fees quoted to the CLIENT are subject to review annually if the duration of service provided exceeds 364 days commencement of the reviewed rate to begin on day 365 [Date of service].
3.4 The SERVICE PROVIDER will be entitled to interest on overdue accounts at the rate of [2%] above the Base Rate of [$150], calculated on a daily basis from the due date until payment is received by the SERVICE PROVIDER. If the CLIENT fails to make payment for services and is in arrears fourteen (14) days of the due date all accounts for contracted services will come due on such date. If the SERVICE PROVIDER is required to take legal action to recover the fees owed the CLIENT will be responsible for all legal costs, expenses, and recovery time costs as well as interest accrued compounded daily.
3.5 The daily and hourly rates of the SERVICE PROVIDER's Employees quoted to the CLIENT will, unless otherwise agreed, apply to any additional services.
​3.6 Fees are quoted exclusive of Orange County, CA. If applicable, this will be added to each invoice and payable by the CLIENT.
4. INFORMATION & APPROVAL
4.1 The CLIENT will ensure that the SERVICE PROVIDER is provided in good time with all information needed to enable the SERVICE PROVIDER to perform the Services and the SERVICE PROVIDER will be entitled to rely on that information.
4.2 The CLIENT will give all decisions and approvals in a timely manner and provide any additional assistance which the SERVICE PROVIDER may reasonably request.
5. STANDARD OF CARE AND EXPERIENCE
5.1 The SERVICE PROVIDER will exercise reasonable skill, care and due diligence in the performance of the Services in accordance with the standards of the SERVICE PROVIDER’s profession.
5.2 The SERVICE PROVIDER will also use reasonable endeavors to adhere to the programs, time frame (if any) agreed with the CLIENT for the provision of the services, but will not be responsible for any delay which is due to reasons attributable to the CLIENT or otherwise beyond the SERVICE PROVIDER's control.
5.3 The SERVICE PROVIDER will outline and contends that the priority of any minor or COMPANION ANIMAL as having primary interest over that of the client if any conflict of such interest arises.
5.4 The SERVICE PROVIDER shall outline clearly their professional credentials, experience and duration of providing services in their stated profession.
6. INTELLECTUAL PROPERTY
Copyright in all drawings, reports, documents and computer-generated data prepared by the SERVICE PROVIDER will remain the property of the SERVICE PROVIDER. Subject to the CLIENT paying all fees and expenses which are due, the CLIENT will have a license to copy and use those documents and data for any purpose related to the project for which the Services are provided, but not for any other purpose. Copyright should be clearly outlined on ALL Intellectual Property and delineated in the service contract and should include a provision which states that failure to be aware or act upon copyright infringement does not constitute a waiver of such rights.
7. EMPLOYEES
7.1 When using employees to provide service, the SERVICE PROVIDER will designate an individual to act as the principal representative of the SERVICE PROVIDER in dealings with the CLIENT concerning the Services contracted and represented. The SERVICE PROVIDER reserves the right to change that individual but will not do so without good reason and will inform the CLIENT of any such change with reasonable notice.
7.2 The SERVICE PROVIDER will provide the CLIENT with details of the professional qualifications and experience of employees engaged in the Services, upon request.
8. LIABILITY & INSURANCE
8.1 The SERVICE PROVIDER will take appropriate steps to remedy any shortfall in the service for which the SERVICE PROVIDER is responsible and which is immediately notified by the CLIENT at any time up to six (6) months following completion of the Services.
8.2 The SERVICE PROVIDER maintains professional indemnity insurance and will use its reasonable endeavors to maintain such insurance for so long as it has any liability under the Appointment. The SERVICE PROVIDER will have no liability to the CLIENT whether in contract or in tort except to the extent that such liability is covered by its professional indemnity insurance and the SERVICE PROVIDER shall, in any event, have no liability to the CLIENT for any indirect or consequential loss suffered by the CLIENT including, but not limited to, loss of profits.
9. TERMINATION
9.1 The SERVICE PROVIDER may terminate the Appointment at any time by giving notice to the CLIENT if the CLIENT commits a material breach of any of the terms agreed between them which is not remedied within fourteen (14) days. Failure to pay fees and expenses on the due date will constitute a material breach.
9.2 The CLIENT may terminate the Appointment by notice to the SERVICE PROVIDER if the SERVICE PROVIDER commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within fourteen (14) days of notice requiring it to do so from the CLIENT.
9.3 Upon termination the CLIENT will pay the SERVICE PROVIDER all fees and expenses due up to the termination date. In the event of wrongful termination by the CLIENT, the CLIENT will in addition pay the SERVICE PROVIDER an appropriate amount of compensation for the SERVICE PROVIDER's loss of anticipated profit.
9.4 Termination will not prejudice the accrued rights and liabilities of the parties.
10. ASSIGNMENT & SUBCONTRACTING
Neither party will assign or subcontract its obligations without the consent of the other. In the event of the SERVICE PROVIDER wishing to subcontract any of the Services, the CLIENT will not unreasonably withhold its consent. The SERVICE PROVIDER will not be relieved of any of its liabilities to the CLIENT in the event of any subcontracting.
11. LAW & JURISDICTION
11.1 The agreement between the parties is governed by United States of America law.
11.2 Any disputes which cannot be resolved amicably will be resolved by the jurisdiction of the Courts within the state of California.
11.3 Each party will give serious consideration to a request by the other that any dispute should be referred to mediation.
The Dez And Rip Center For Dogs Who Can’t Listen Good And Wanna Learn To Do Other Behavior Stuff Good Too, LLC, a company incorporated under the laws of United States of America, California Company No. 202565711959.