Services Agreement

Last Revised: April 9, 2025

This Services Agreement (this “Agreement”) is entered into by and between Aurelia Weddings and Events Ltd., an Alberta corporation providing wedding planning services (the ”Service Provider”), and the individual or legal entity engaging the Service Provider under an applicable Statement of Work (the “Client”). This Agreement governs the relationship between the Service Provider and the Client and the provision of the Services (defined below) by the Service Provider to the Client.

By accepting this Agreement while executing a Statement of Work that references this Agreement, Client agrees to the terms and conditions of this Agreement. If the Client is a company or other legal entity, the individual signing on behalf of said company or legal entity represents and warrants that such individual has the authority to bind such company or legal entity and its affiliates to the terms and conditions of this Agreement and any applicable Statement of Work. By accepting the terms and conditions of this Agreement the Client represents and warrants that any and all information provided to the Service Provider is true, accurate, and complete. 

This Agreement is between the Client and the Service Provider as of the date specified in the applicable Statement of Work signed by the Client and the Service Provider (the “Effective Date”). 

WHEREAS, the Service Provider has the capability and capacity to provide certain event planning services; and

WHEREAS, the Client desires to retain the Service Provider to provide the said event planning services, and the Service Provider is willing to perform such services under the terms and conditions hereinafter set forth

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Service Provider and the Client agree as follows:

1. Services. The Service Provider shall provide to the Client the services set out in the applicable Statement of Work signed by the Client and the Service Provider (the “Services”). The Service Provider shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement. Notwithstanding anything to the contrary, while the Service Provider may assist in coordinating with certain third-parties at the direction of the Client, the Service Provider shall not be responsible for the performance of any third-party vendors, and the Client acknowledges and agrees that it shall be responsible for any and all services and/or payments required by such third-party vendors.
   

2. Fees and Expenses. The Client shall pay the Service Provider a fixed fee as set forth in the applicable Statement of Work signed by the Client and the Service Provider (the “Fee”) according to the payment schedule set forth in the applicable Statement of Work signed by the Client and the Service Provider (the “Payment Schedule”). The Client acknowledges that the Fee may be adjusted under circumstances outlined in Section 3 (Changes). The Client agrees to reimburse all reasonable travel and out-of-pocket expenses incurred by the Service Provider in connection with the Services, payable within ten (10) days of receiving an itemized invoice with supporting documentation. The Client is responsible for all applicable taxes, excluding those on the Service Provider’s income or property. Late payments, excluding disputed amounts, shall incur interest at 1% per month or the maximum legal rate, and the Client shall cover all costs of collection, including legal fees. The Service Provider may suspend Services if any payment remains unpaid for five (5) days after written notice.
   

3. Changes. The Client agrees to promptly inform the Service Provider in writing of any desired changes to the Services, including but not limited to those changes necessitated by changes in the guest list, venues, timings, and/or vendor arrangements. For any changes that alter the agreed-upon Services, the Client acknowledges and agrees that it may be responsible for additional charges in addition to the agreed-upon Fee. The Service Provider will make reasonable efforts to accommodate such changes but may be limited in its ability to do so based on resource availability and time constraints.
   

4. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to the Client under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services (collectively, the “Deliverables”) shall be owned exclusively by the Service Provider. The Service Provider hereby grants the Client a licence to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis, solely to the extent necessary to enable the Client to make reasonable use of the Deliverables and the Services.
   

5. Media Capture and Usage Authorization. The Client grants the Service Provider the right to capture photos, videos, and audio recordings during the course of providing the Services under this Agreement. The Service Provider may use, reproduce, display, distribute, and publish such media in any manner and for any purpose, including but not limited to marketing, advertising, portfolio, and promotional purposes, without further consent from or compensation to the Client. The Service Provider agrees to handle any media in compliance with applicable privacy laws and regulations.
   

6. Confidentiality. From time to time during the Term of this Agreement, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of the Disclosing Party (”Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section 6; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by the Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 6 only, the Receiving Party’s Group shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, lawyers, accountants, and/or financial advisors, as applicable. The breach of this Section 6 by any of the Receiving Party’s Group shall constitute as a breach of this Section 6 by the Receiving Party.
   

7. Term. This Agreement shall commence as of the Effective Date and shall continue until the completion of the Services, unless sooner terminated pursuant to Section 8 (the “Term”).
   

8. Termination. Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (a) breaches this Agreement, and such breach is incapable of cure, or with respect to breach capable of cure, the Defaulting Party does not cure such breach within ten (10) days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within ten (10) days days or is not dismissed or vacated within forty-five (45) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, liquidator or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this Section, the Service Provider may terminate this Agreement before the expiration date of the Term on written notice if the Client fails to pay any amount when due hereunder or if the Client terminates the Agreement in accordance with Section 9 (Abuse). 

9. Abuse. The Service Provider maintains a strict zero-tolerance policy toward any form of harassment or abuse directed at its employees, affiliates, contractors, or other individuals associated with the Service Provider. This includes, but is not limited to, verbal, physical, or virtual abuse or harassment. In the event that such conduct occurs, the Service Provider reserves the right to terminate this Agreement immediately. Should the Service Provider exercise this right, no additional payments will be due from the Client, and no refunds of amounts previously paid will be issued under any circumstances.
   

10. Independent Contractor. The Service Provider is for all purposes hereunder an independent contractor and in no event will the Service Provider be considered an agent or employee of the Client or any of its affiliates for any purpose. 
    

11. Limited Warranty. The Service Provider warrants that it shall perform the Services (a) using personnel of commercially reasonable skill, experience, and qualifications; and (b) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. THE SERVICE PROVIDER (a) MAKES NO WARRANTIES EXCEPT FOR THOSE SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREE AND CLEAR TITLE. The Service Provider’s sole and exclusive liability and the Client’s sole and exclusive remedy for breach of the limited warranty set out in this Section shall be for the Service Provider to use commercially reasonable efforts to cure any such breach. If the Service Provider cannot cure the breach in compliance with the warranty set forth above within a reasonable time (but no more than thirty (30) days) after the Client’s written notice of such breach, the Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8. The Service Provider shall within thirty (30) days after the effective date of such termination, refund to the Client a portion of the fees previously paid by the Client as of the date of termination corresponding to the defective Services.
    

12. Limitation of Liability. IN NO EVENT SHALL THE SERVICE PROVIDER BE LIABLE TO THE CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO THE SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    

13. Further Assurances. Each of the parties hereto shall use commercially reasonable efforts to, from time to time at the request of the other party, furnish the other party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary or desirable to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. 
    

14. Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (other than routine communications having no legal effect) (each, a “Notice”) in writing and addressed to the other Party at the addresses set forth in this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); or (b) upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “read receipt” function, as available, return email or other form of written acknowledgment), if delivered by email. 
    

15. Governing Law. This Agreement and all related documents, including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule.   Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder.
    

16. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. 
    

17. Severability. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. 
    

18. Amendments and Modifications. The parties may not amend this Agreement except by written instrument signed by the parties. 

19. Waiver. No waiver of any right, remedy, power, or privilege under this Agreement (”Right(s)”) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. 
    

20. Cumulative Remedies. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise; provided that the parties intend that the remedy set out in Section 11 (Limited Warranty) is the Client’s exclusive remedy for the Service Provider’s breach of the limited warranty set out in Section 11 (Limited Warranty). 
    

21. Assignment and Delegation. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. The Service Provider, however, may subcontract the Services. 
    

22. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. 
    

23. No Third-Party Beneficiaries. Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement.
    

24. Survival. The rights and obligations of the parties set forth in this Section 24 (Survival) and Sections 4 (Intellectual Property), 6 (Confidentiality), 11 (Limited Warranty), 12 (Limitation of Liability), 20 (Cumulative Remedies), as well as any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination of this Agreement. 
    

25. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Client to make payments to the Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted party’s (”Impacted Party”) reasonable control including, without limitation, the following force majeure events (”Force Majeure Event(s)”): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) embargoes or blockades in effect on or after the date of this Agreement; (g) national or regional emergency; (h) strikes, lockouts, labour stoppages or slowdowns, labour disputes, or other industrial disturbances; (i) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (j) failure of any governmental or public authority to grant a necessary licence or consent; and (k) other  events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within ten (10) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 25, either party may thereafter terminate this Agreement upon five (5) days written notice.
    

26. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.