Contractor Agreement

Preamble

This agreement outlines the terms and conditions governing the professional relationship between Heavy Element (hereafter referred to as "Heavy Element", “Us”, “Our”) and Our clients (hereafter referred to as “Client”).

These terms are designed to ensure clarity, transparency, and mutual understanding of responsibilities, obligations, and expectations. By engaging the services of Heavy Element, the Client agrees to abide by the policies outlined herein, which serve to protect the interests of both parties and foster a productive working relationship.

Independent Contractor Status

Heavy Element operates as an independent contractor for the Client and is not an employee of the Client. The Client shall issue a 1099 form to Heavy Element at the end of the fiscal year.

Billing & Payment Terms

• Heavy Element shall submit invoices for services rendered. Unless otherwise agreed upon, payment terms are "Net 15" from the date of invoice receipt.
• Invoices outstanding for 60 days or more will result in a temporary account suspension. Services will resume only after full payment or the establishment of a payment plan with the billing department.
• Invoices older than 180 days will result in account deactivation. Clients with web hosting services must transfer their hosting within 30 days of deactivation; failure to do so will result in the deletion of hosted content.
  

Hardware & Property

From time to time, it may be necessary for Heavy Element to procure  hardware or other items for the Client.

• Prepayment may be required for hardware purchases at the discretion of the billing department.
• Hardware supplied by Heavy Element shall remain Our property until paid in full.

Termination of Services

The Client may terminate services with a 30-day written notice sent to billing@heavyelement.io. Heavy Element shall complete any prepaid tasks and establish an end date for subscriptions. Upon termination, Heavy Element will provide an “Exit Packet” containing relevant notes for the Client's future contractors.

Confidentiality & Non-Disclosure

Heavy Element, along with its employees, agents, and subcontractors, is obligated to protect the confidentiality of all information related to the Client, including trade secrets and other sensitive information. This information shall not be disclosed to any third party without prior consent.

Scope of Services

Heavy Element shall provide web development and video production services for the Client. These services may include, but are not limited to:

1. Web Development
   1. Design and development of websites or web applications.
   2. Integration of third-party tools, plugins, or APIs as required.
   3. Ongoing maintenance, updates, and support as defined in the agreement.
2. Software Development
   1. Design and development of desktop/mobile applications
   2. Integration with third-party tools, plugins, or APIs as required.
   3. Ongoing maintenance, updates, and support as defined in the agreement.
3. Video Production
   1. Pre-production services, including scripting, storyboarding, and planning.
   2. On-location or in-studio video recording.
   3. Post-production services, including editing, motion graphics, and color grading

Additional services outside the agreed-upon scope shall require a Change Order, as outlined below.

Change Orders or Scope Adjustments

A Scope of Work shall be created and shall be reviewed and approved by the Client in writing before Heavy Element will commence work on a project. A Scope of Work must include clear language for the work to be done, who the Client’s decision makers are, project milestones, expected completion time, and so forth.

If the Client requests changes to the original Scope of Work, Heavy Element shall assess the request and provide a written Change Order outlining:

1. The additional work to be performed.
2. The impact on the project timeline.
3. Any additional costs incurred.

Work shall not commence on the changes until the Client approves the Change Order in writing. All Change Orders will be billed at the prevailing hourly or project rate unless otherwise specified.

Intellectual Property Rights

Ownership Upon Payment

Until payment is made in full, the work produced is the property of Heavy Element.

All work produced by Heavy Element for the Client, including but not limited to designs, code, videos, and other deliverables, becomes the intellectual property of the Client upon payment in full.

If Heavy Element is hosting the work, Client grants Heavy Element all necessary legal and ethical rights to do so in good faith.

Licensing

The Client grants Heavy Element an unlimited, worldwide, irrevocable license to use any work produced for the Client for Our business and/or marketing purposes. This may include, but is not limited to, portfolio showcases, social media, and other promotional materials, unless otherwise agreed in writing.

Exclusions

Any third-party tools, plugins, or stock assets used in the project shall remain the intellectual property of their respective owners and are subject to their licensing terms.

Non-Solitication Clause

The Client shall not solicit the employment of any Heavy Element employees, agents, or subcontractors without prior written consent. Breach of this clause will result in significant and irreparable harm to Heavy Element. The Client acknowledges Heavy Element's right to seek temporary and/or permanent injunctive relief in such instances, in addition to any other legal remedies available.

Limitation of Liability

• Both parties agree that damages for any breach of this agreement shall be limited to the amount of fees paid by the Client.
• Neither party shall be liable for consequential damages, as the agreed-upon fees reflect the mutual understanding of this limitation.
• In the event of a dispute, both parties agree to engage in mediation before pursuing litigation.

Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, labor strikes, or internet or utility failures.

In the event of a force majeure occurrence:

1. The affected party must notify the other party in writing as soon as practicable.
2. Both parties shall work in good faith to mitigate the impact of the delay or failure.
3. If the force majeure event continues for more than 60 days, either party may terminate the agreement without further liability, except for payment for services rendered up to the date of termination.

These terms are designed to ensure clear expectations and a professional relationship between Heavy Element and its Clients.