Contractor - EasyStaff UAB, registered in Lithuania, reg. number 305643163. Customer - Legal entity, registered in any country, that want to use EasyStaff service.
1. Subject of the Agreement
1.1. The Contractor shall undertake to perform works and render services for the Customer and in accordance with the tasks of the Customer, and the Customer shall undertake to accept the works performed and services rendered and to pay the Contractor remuneration under the terms and conditions specified hereunder.
1.2. In the task, the Customer shall specify the following conditions: - the works and/or services; - deadlines for their completion; - the amount of the Contractor’s remuneration.
1.3. For the performance of works or rendering of services hereunder, the Contractor may involve third persons (subcontractors).
1.4. The Contractor shall individually carry out settlements with the subcontractors from of the Contractor’s remuneration. The Customer shall not be liable for settlements with subcontractors.
1.5. The Parties confirm that such cooperation of the Customer with subcontractors shall not aim at any labour relationships between them, employment relations and other similar relations, and is not such.
1.6. The Customer does not provide the subcontractor any workplace or other materials and resources for works performance or services rendering.
1.7. The Customer’s task may include the performance of works and rendering of services using the materials of the Customer (any materials necessary to perform works or to render services in accordance with the Customer’s task). In such case, the Customer shall individually provide the subcontractor with all necessary materials.
2. Works and services acceptance procedure
2.1. The works and services shall be deemed as duly, timely and in a quality manner performed, rendered and accepted by the Customer without any claims after clicking a special button "Accept job" and receiving Invoice under the task.
3.1. The payment for the performance of works and rendering of services hereunder shall be effected by the Customer by post-payment as soon as the Customer accepted works and services by clicking a special button "Accept job".
3.2. The amount of the remuneration of the Contractor determines by the "Gross price" at the moment of creating the task.
4. EasyStaff e-service
4.1. Under the terms and conditions hereof, the Customer shall use the EasyStaff service in order to create its personal account, to create tasks, to accept works performed and services rendered.
4.2. Other purposes of using the EasyStaff service may be separately specified by the Customer and approved by the General Contractor.
4.3. The Customer shall not be entitled to use the EasyStaff Service in other purposes not specified herein or in any other way not permitted to the Customer directly by the General Contractor.
4.4. The Customer shall not be entitled to anyhow interfere in the operation of EasyStaff service.
4.5. When signing up for EasyStaff e-service, the Customer shall individually create its own unique digital signature consisting of a login and a password. The Customer’s digital signature shall be an equivalent of its handwritten signature and shall have the same legal force.
4.6. The Customer shall individually bear all risks related to an unauthorised access to its digital signature and must take all possible and reasonable measures to prevent such access to EasyStaff service.
4.7. By signing this Agreement, the Customer shall indemnify the General Contractor from any liability in case of an unauthorised use of EasyStaff service by third persons.
5.1. Before accepting the works performed and services rendered by the Contractor, the liability of the Contractor shall be limited to the amount of the direct actual damage incurred to the Customer due to the failure of the Contractor to execute this Agreement. Whereby, the maximum total liability of the Contractor for each task shall be limited to the amount of the remuneration of the Contractor paid by the Customer for the performance of such task.
5.2. By signing this Agreement, the Customer shall fully indemnify and hold harmless the Contractor against any liability, complaints and court claims which may arise out of the services, works and results of the works performed or be directly or indirectly related thereto, including cases when new circumstances have been discovered which the Contractor could not be aware of at the moment of works and services acceptance.
6. Term of the contract
6.1. Term of the current contract is 3 (three) years from the date from signing. In the absence of a written notice of termination from one of the parties, this contract is automatically extended for 1 year.
6.2. Either Party shall be entitled to terminate this Agreement unilaterally and out of court by giving the other Party a written notice at least 30 calendar days prior to the proposed date of such termination.
6.3. Within 5 (five) working days after the calendar month in which the Agreement was terminated, the Contractor shall provide the Customer with a consolidated works and services acceptance act (with regard to all works and services accepted in the given month) and the Parties shall carry out final settlements.
6.4. Regardless of the reason and the initiator of termination of this Agreement, the Contractor shall not reimburse the Customer any losses arising out of termination of this Agreement.
6.5. Termination of this Agreement shall not exempt the Parties from fulfilment of their obligations under this Agreement assumed before the date of its termination.
7. Force-majeure circumstances
7.1. The Parties shall be exempted from liability for non-fulfilment or improper fulfilment of their obligations hereunder if proper fulfilment was impossible due to force-majeure circumstances, i.e. emergency and inevitable situations which could not be reasonably expected while entering into the agreement or avoided or overcome as well as being beyond the control of the Parties. Such circumstances shall in particular include: natural disasters (earthquake, flood, hurricane), fire, mass diseases (epidemics), strikes, military actions, terroristic acts, sabotages, limitation of transportation, governmental bans, trade bans, including with particular countries, due to international sanctions and other circumstances beyond the control of the Parties.
7.2. The Parties shall be obliged to timely inform each other on occurrence of such force-majeure circumstances and shall confirm their occurrence by the respective document issued by a relevant authority.
7.3. The occurrence of force-majeure circumstances shall prolong the timelines for fulfilment of obligations of a Party to the period such force-majeure circumstances last and a reasonable period to fulfil such obligations. Should a Party fail to observe the requirements specified by the paragraph 7.2 hereof, it shall be deprived of its right to refer to force-majeure circumstances as a ground for its exemption from liability for the violation of its obligations hereunder.
8. Final provisions
8.1. This Agreement shall come into force after its being signed by both Parties and shall replace any and all previous contracts, arrangements, written and oral agreements related to the subject of this Agreement and reached by the Parties. The present Agreement shall be valid until the Parties fulfil their obligations in full.
8.2. The relationships of the Parties hereunder shall not be or in no case shall be considered as ones establishing or proposing the existence of any relations between the Parties, in particular agency, partnership relations or creation of a joint venture. The relationships of the Parties hereunder shall not represent guarantee relations and relations between the Contractor and subcontractors which the Contractor may involve to perform works or render services hereunder shall in no case be considered as relations between an attorney and executors of the principal’s missions.
8.3. Any and all documents related to the conclusion, amendment, execution or termination of this Agreement shall be signed by the Parties using Adobe Sign system including the present Agreement. The Parties shall acknowledge all documents signed by the authorised signatories of both Parties via Adobe Sign system as having full legal force and binding for both Parties hereof. A document shall be deemed to be signed by the authorised signatory of the Party if the latter have signed it using the email address stated in the point 10 hereof. A digital signature appended by using the email address of the Party shall be acknowledged as its own handwritten signature.
8.4. The Parties shall accept the email messages (documents sent by email) as binding and shall consider them as equal to paper documents signed by handwritten signatures as far as only the Parties and their authorised persons have access to the respective email addresses stated in this Agreement (in the details of the Parties) which are the digital signatures of the Parties. Each Party shall access its email using a password and shall oblige to keep such password confidential.
8.5. Any and all risks related to an unauthorised access to the email shall be borne by the Party whose email was so accessed.
8.6. Upon all other issues not specified herein, the Parties shall follow the UK legislation in force.
9. Details of the Parties
Contractor EasyStaff UAB Vilnius, V. Nagevičiaus g. 3 Company number 305643163