General Service Agreement between the Client (the person signing up) and the Contractor (E-Learning Ltd owner of Woohoo.biz)
This general service agreement (the “Agreement”) dated (date of signing up)
- The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
- The Contractor is agreeable to providing such services to the Client 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 Client and the Contractor (individually the “Party” and collectively the “Parties” to the Agreement) agree as follows:
- The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):
- Create a website (using a chosen WordPress Content Management System design), upload the content, maintain with monthly updates and general maintenance, and host said website.
- The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
TERM OF AGREEMENT
3. 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.
4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party.
5. In the event that The Client chooses to terminate this Agreement, that Party will be required to choose between 5a. and 5b.:
- 5a. The Contractor owns and takes down the website from the Client’s URL/domain and cancels the website’s hosting: no additional fees are incurred.
- 5b. The Client wishes to own the website and receive full access to it (logins and hosting): twill charge the Client a flat fee of £349.00/$349.00/€349.00 which will include hosting for 1 year (on a hosting account created by the Client and for exclusive use of the Contractor) and website logins (entire access to the website by the Client). Any added paying features (services contracted outside the “Deposit” and “Payment” such as WordPress ) will be transferred to the Client’s card.
6. This Agreement may be terminated at any time by mutual agreement of the Parties.
7. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in EURO (€), GBP (£), or USD ($).
10. The Contractor will charge the Client a flat fee of £199.00/$199.00/€199.00 for the Services (the “Payment”). A deposit of £499.00/$499.00/€499.00 (the “Deposit”) is payable by the Client upon execution of this Agreement.
11. For the remaining amount, the Client will be invoiced as follows: Upon acceptance of the website template (the “Deposit”) and every month (the “Payment”).
12. Invoices submitted by the Contractor to the Client are due upon receipt.
13. The Payment as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment.
14. The Client will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment.
15. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
PENALTIES FOR LATE PAYMENT
16. Any late payments will trigger a fee of 10.00% per month on the amount still owing.
17. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
18. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
19. All written and oral information and material disclosed or provided by the Client to the Contractor 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 Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
20. All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.
21. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
RETURN OF PROPERTY
22. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or confidential information which is the property of the Client, provided the entire annual fees as well as the new hosting company’s fees have been paid by the Client.
CAPACITY / INDEPENDENT CONTRACTOR
23. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
24. All notices, request, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
b. E-Learning Ltd
15 Chilton Street
E2 6DZ London
or to such other address as either Party may from time to time notify the other.
MODIFICATION OF AGREEMENT
25. 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
26. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
27. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior consent of the Client.
28. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
29. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
30. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
31. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
32. This Agreement will be governed by and contrived in accordance with the laws of England.
33. 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 arts severed from the remainder of this Agreement.
34. 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.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this (date of signing up)
By signing up through this website Woohoo.biz and providing your card details for payment, you accept all the terms and conditions of this Service Agreement.