These are the terms and conditions that govern your supply of services to us to complete the assignment as set out on the Paid Services Assignment
- We provide a platform for third parties (Clients”) to list with us projects for information and content;
- You agree that you have seen and wish to accept the work described in the Assignment;
- You agree to pay us 20% of all earnings that you secure by undertaking Paid Services, and that we may deduct this commission directly from you;
- At no time will an employment relationship exist between us and this agreement is solely for you to supply services.
(a) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
- COMMENCEMENT AND TERM
The Contract shall commence when you inform us that you have accepted the Assignment and shall continue until the Assignment has been successfully completed.
- SUPPLY OF SERVICES
3.1 You shall provide the Services as set out on the Assignment.
3.2 In performing the Services you shall meet, and time is of the essence as to, any performance dates specified in the Assignment.
3.3 In supplying the Services, you shall:
(a) perform the Services with the highest level of care, skill and diligence in accordance with best practice in the client’s industry, profession or trade;
(b) co-operate with us and/or the Client in all matters relating to the Services, and comply with all instructions given by us and the reasonable instructions of the Client;
(d) provide the Services personally unless otherwise agreed in writing by the us.
(e) ensure that you obtain, and maintains all consents, licences and permissions (statutory, regulatory, contractual or otherwise) that may be required in regards to any information presented to us or the Client;
(f) ensure that the Services shall conform in all respects with all guidelines issued by us or the Client
(g) not do or omit to do anything which may cause us to lose any contract with a Client; and
(h) not to or omit to do anything that would cause a Client to complain to the us; and
(i) not to or omit to do anything that would cause us or the Client any financial loss.
3.4 If for any reason we or the Client are not satisfied with the Services, you will re-perform the Services at no additional cost.
- OUR OBLIGATIONS
We shall provide such necessary information for the provision of the Services as and when the Services are required; and
5.1 All content that you supply to us as a result of your Services can be edited by us, or the Client.
5.2 You hereby agree that the Client will own all intellectual property rights in all of the content that you supply under this Contract and the Client may make whatever use of that content that the Client so wishes, and the Client is not bound to attribute that content to you.
6.1 You agree that during the term of this Contract and whenever Services are offered, requested or provided you:
- are providing the Services on a self-employed basis;
- are responsible for the payment of all taxes that may be due as a result of receiving payment for those Services;
- are not under our direct control;
- can provide services to other companies or persons during the term of this Contract;
- are not obliged to provide Services when requested to do so by us (save that you must complete any Services that you have started to provide
- agrees and accept that we are under no obligation to offer you Services or any other work of any other nature.
- CHARGES AND PAYMENT
7.1 In consideration for the provision of the Services, the we shall pay to you the fee set out on the Paid Services Assignment, less 20% which you agree to pay to us as commission for introducing you to the Assignment.
7.2 All amounts payable by the us exclude amounts in respect of value added tax (VAT) which we shall additionally be liable to pay to you at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
7.3 You must submit an invoice for the Services once they are completed plus VAT if applicable to us.
7.4 We shall pay each invoice which is properly due and submitted within 30 days of receipt, to a bank account nominated in writing by you.
7.5 We may at any time, without notice, set off any liability of yours to us against any liability of ours to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by us of our rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
- LIMITATION OF LIABILITY
8.1 Nothing in the Contract:
(a) shall limit or exclude either party’s liability for:
(i) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
(ii) fraud or fraudulent misrepresentation;
(iv) any other liability which cannot be limited or excluded by applicable law.
8.2 Subject to Clause 8.1 of these Conditions:
(a) neither party to the Contract shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with the Contract;
(b) your total liability to us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be unlimited; and
(c) our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total charges due to you for the specific Services supplied by you under which any liability became due, or to a maximum amount of £1000.00, whichever is the smaller amount.
8.3 Notwithstanding the provisions of Clause 8.2(a), the losses for which you assume responsibility, and which shall (subject to Clause 8.2(b) and Clause 8.2(c)) be recoverable by the us include:
(a) sums paid by us to you pursuant to the Contract, in respect of any services not provided in accordance with the terms of the Contract;
(b) wasted expenditure;
(c) additional costs of procuring and implementing replacements for, or alternatives to, the Services;
(d) losses incurred by us arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party (including any Client, subcontractor, Supplier personnel, regulator or customer of the Company) against us caused by your acts or omissions;
8.4 Our rights under the Contract are in addition to, and not exclusive of, any rights or remedies provided by common law.
9.1 Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to the you if you commit a breach of Clause 3.
9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 2 days after being notified to do so;
9.3 any notice of Termination may not be given to us to end prior to the completion of any Services for which you are engaged (i.e. any notice to Terminate must expire at the end of any period in which Services have been accepted to be completed, or are in the process of being completed) unless agreed by us in writing.
10.34 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
10.5 Termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 1 week the party not affected may terminate the Contract by giving 2 business days written notice to the affected party.
11.2.1 You undertake that you shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning us or the Clients for which you provided Services.
11.2.2 It is a strict condition of this Contract that we may disclose all of the persona information you have submitted to us to our Client and that our Clients may use that information for further marketing purposes.
11.3 Restrictions during this Contract and post termination.
For the purpose of this clause the following definitions shall apply:
Restricted Client: any firm, company or person who, during the 12 months before Termination (or for the term of the Contract if less than 12 months), was a client of ours for whom you provided your services through us;
Termination: the termination of the Contract with the Company howsoever caused.
11.3.1 In order to protect our confidential information and business connections to which you have access as a result of this Contract, you covenant with us that you will not:
(a) for a period of 2 years after Termination, solicit or endeavour to entice away from us the business or custom of a Restricted Client with a view to providing services to that Restricted Client in competition with is;
(b) for a period of 2 years after Termination offer to employ or engage or otherwise endeavour to entice away from us any officer or employee that was employed with us at the date of Termination or was employed by us within the 12 months preceding Termination;
(c) at any time after Termination, represent yourself as connected with us in any capacity, other than as a former supplier, or use any registered names or trading names associated with us.
11.4 Entire agreement. The Contract (together with The Influencer’s Diary App terms) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties.
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be sent by email to the email address given by the parties at the commencement of this Contract and shall be deemed served the next working day after it was sent.
- This clause shall not apply to the service of any proceedings or other documents in any legal action.
11.9 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.
11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.