General Service Agreement
BACKGROUND: The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer. The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement. In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: SERVICES PROVIDED The Customer hereby agrees to engage the Service Provider to provide the Customer with services (the "Services") consisting of, but not limited to: Sales, Back Office and Admin, & general VA Support. The Services may also include any other tasks which the Parties may agree on via email. The Service Provider hereby agrees to provide such Services to the Customer. TERM OF AGREEMENT The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement. In the event that either Party wishes to terminate this Agreement, that Party will be required to pro- vide a minimum of 30-day’s notice to the other Party. Except as otherwise provided in this Agreement, the obligations of the Service Provider will end upon the termination of this Agreement. PERFORMANCE The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. CURRENCY Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP. COMPENSATION For the services rendered by the Service Provider as required by this Agreement, the Customer will provide compensation (the "Compensation") to the Service Provider of £35.00GBP per hour unless otherwise stated. Such as, the purchase of a monthly package, reoccurring amount, or applied discount. The Compensation will be payable, while this Agreement is in force, according to the following payment terms: Payments will be due within 14 days of receiving the invoice, unless otherwise discussed. If Payment is late, a charge may be charged to the customer. The Service Provider will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Compensation and the Service Provider will indemnify the Company in respect of any such payments. The Service Provider will be solely responsible for the payment of all remuneration and benefits due to the employees of the Service Provider, including any National Insurance, income tax and any other form of taxation or social security costs that as payable in the UK. ADDITIONAL COMPENSATION In addition to the Compensation, the Service Provider will be entitled to the following additional compensation for performing the Services: EXPENSES ARE PAYABLE. REIMBURSEMENT OF EXPENSES In connection with providing the Services hereunder, the Service Provider will only be reimbursed for the following: The customer will agree to expenses as and when the need should arise. Expenses will be agreed PRIOR to Service Provider making any purchases. The Service Provider will furnish statements and vouchers to the Customer for all such expenses. PAYMENT PENALTIES In the event that the Customer does not comply with the rates, amounts, or payment dates provided in this Agreement, a late payment penalty will be charged as follows: Penalties may be incurred if payment is late. CONFIDENTIALITY Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Customer which would reasonably be considered to be proprietary to the Customer including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Customer and where the release of that Confidential Information could reasonably be expected to cause harm to the Customer. The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information or passwords, which the Service Provider has obtained, except as authorised by the Customer. This obligation will survive indefinitely upon termination of this Agreement. All written and oral information and material disclosed or provided by the Customer to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property, documentation, records, or Confidential Information which is the property of the Customer. Any passwords known by the Service Provider will be deleted immediately upon termination of contract. CAPACITY/INDEPENDENT CONTRACTOR In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. NOTICE All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement. INDEMNIFICATION Each Party to this Agreement will indemnify and hold harmless the other Party, as permitted by law, from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever to the extent that any of the foregoing is directly or proximately caused by the negligent or wilful acts or omissions of the indemnifying Party or its agents or representatives and which result from or arise out of the indemnifying Party's participation in this Agreement. This indemnification will survive the termination of this Agreement. LIMITATION OF LIABILITY It is understood and agreed that the Service Provider will not be liable to the Customer, or any agent or associate of the Customer, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement. Dispute Resolution In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Country of England. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the Country of England. MODIFICATION OF AGREEMENT Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party. TIME OF THE ESSENCE Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. ASSIGNMENT The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer. Entire Agreement It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns. TITLES/HEADINGS Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. GENDER Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. GOVERNING LAW It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Country of England, without regard to the jurisdiction in which any action or special proceeding may be instituted. SEVERABILITY In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. WAIVER The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.