Service Agreement

The Company - EasyStaff UAB, registered in Lithuania, reg. number 305643163.
The Contractor - Any freelancer, acting independently, that wants to use EasyStaff service.
1. Relationship
1.1. The relationship of the Contractor to the Company is that of an independent contractor and not as an employee of the Company. The Contractor shall have no power or authority to act for, represent, or bind the Company in any manner. The Contractor is not entitled to any compensation other than the commissions set forth herein and is not entitled to any fringe benefits ordinarily afforded to the Company’s employees including, but not limited to, medical insurance coverage, life insurance, or participation in any other benefit program afforded to the Company employees.

1.2. The Contractor shall be responsible for payment of all his taxes owing in respect of the Contractor’s receipt of the fee hereunder according to the Russian law.

1.3. The Contractor may involve third parties to rendering the Services remaining liable for their actions or inaction.
2. Services
2.1. During the term of this Agreement, the Contractor shall provide the services according to the Tasks (the “Services”), and the Customer shall pay for these Services.
2.2. Prior to commencing performance of Services under the relevant Task the Contractor must accept the terms of performance of Services under Task via e-mail.

2.3. “Tasks" mean, collectively, tasks for performance of particular Services which are communicated to the Contractor by means of e-mail.

2.4. The Parties agree that at the moment of acceptance of terms of Services by means of email the Сontractor provides his/her willful acceptance with all material terms of Services set forth by the applicable Task.
3. Ownership
3.1. The Contractor acknowledges and agrees that all writings or works of authorship, produced or authored by the Contractor in the course of performing Services for the Company together with any copyrights in those writings or works of authorship, are works made “for hire” and the property of the Company so the Company shall have the entire right, title, and interest in and to said writings or works of authorship, including results and proceeds, and other related rights in and to said writings or works of authorship.

3.2. The Contractor shall agree with the Company on the need to use the intellectual property of the third parties and acquisition of rights to use this intellectual property.
4. The Fee, Payment Procedure and Invoicing
4.1. The amount and currency of Contractor’s Remuneration for rendering of Services within the scope of the relevant Task shall be indicated to the Contractor by means of e-mail. The Contractor must agree via acceptance of the Task, with the amount and currency of Remuneration prior to commencing performance of Works and/or rendering of Services.

4.2. The Company’s obligations to pay the Fee shall be deemed duly fulfilled upon transferring of the amount of the Fee to the Contactor’s bank account specified in the Article 11 hereof upon mutual consent of the Parties in accordance with the Clause 4.3. of this Agreement.

4.3. The Company shall pay the Fee to the Contractor within 3 business days from the day the Company accepted the Services provided.

4.3.1. In case the Services fully or partially done are recognized by the Company done with defects, the Company shall send a notice to the Contractor within 14 days from the moment of detection of these defects. The Contractor shall fix these defects in reasonable time. In case the Contractor refuses to fix defects in rendered Services or considers the Services duly fulfilled, the Parties shall solve this dispute in accordance with the Article 8 of this Agreement. The Company may not pay the Fee at the time of resolution of this dispute.

4.4. The payment of the Fee done by the Company for provided Services shall be deemed as an acceptance of these Services provided by the Contractor and the confirmation of absence of any claims regarding the Contractor’s obligations to provide these Services.

4.5. Contractor agrees with the self-invoicing procedure. It means that the Company automatically generates invoices for rendered services on behalf of the Contractor.
5. Confidential information
5.1. The Parties undertake to ensure the confidentiality of the information they have received from each other during the term of this Agreement, even if this information was not marked as a secret or confidential. The Parties shall take all necessary measures to prevent the disclosure of or third parties` acquaintance with the said information without the mutual agreement of the Parties.

5.2. The Contractor guarantees that the Confidential Information may be accessed only by Contractor’s employees and contractors within the scope of performance of their duties if only these employees and contractors entered into commitments for protection and non- disclosure of the Confidential Information provided that these commitments are set in an employment agreement or any other separate document. The Contractor shall be responsible for actions of any of its employees and contractors having access to confidential information.

5.3. The terms of the commercial secret shall be valid indefinitely after the completion of this Agreement.
6. Governing law and dispute resolution
6.1. Any dispute arising from this Agreement shall be resolved by the Parties in ten (10) business days from the day of notification send by one Party to another via e-mail.

6.2. This Agreement shall be governed in all respect by the laws of the United Kingdom, which shall be applied without reference to any conflict-of-laws rule under which different law might otherwise be applicable. Venue for any lawsuits brought by the Parties to this Agreement against each other regarding or as a result of this Agreement shall be proper only in an appropriate Court or the United Kingdom.
7. Notices
All notices, consents and other communications hereunder shall be sent to the Parties’ electronic mails stipulated in the Article 13 of this Agreement.
8. Term and Termination
8.1. This Agreement shall commence on the date this Agreement is signed and continue until terminated by the Parties in accordance with the Clause 10.2.

8.2. This Agreement shall terminate (i) upon 10 (ten) days advance written notice given from the one Party to the other Party if such other Party has breached this Agreement and has not cured such breach within such notice period, (ii) by the mutual consent of the Parties; (iii) unilaterally upon 10 (ten) days prior notice sent from one Party to the other Party; (iv) for other reasons provided for by this Agreement.
9. Force Majeure
Neither Party shall be liable in the event that its performance of this Agreement is prevented, or rendered so difficult or expensive as to be commercially impracticable, by reason of labor dispute, unavailability of transportation, goods or services, governmental restrictions or actions, war (declared or undeclared) or other hostilities, or by any other event, condition or cause which is not foreseeable on the effective date of this Agreement and is beyond the reasonable control of the Parties. However, the Party so delayed shall use its best efforts, without obligation to expend substantial amounts not otherwise required under this Agreement, to remove or overcome the cause of delay.
10. General provisions
10.1. Each Party acknowledges that this Agreement is the complete and exclusive statement of the agreements between the Parties, which supersedes and merges all prior proposals, understandings and all other agreement, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by a written instrument duly signed by both Parties, except the opposite provided by the clauses of this Agreement.

10.2. In case if the phone calls recording is performed in favor of the Company during the provision of the Services, the Contractor shall notify the network subscribers about such recording.

10.3. In all cases of non-fulfillment of obligations under this Agreement the Parties shall be liable in accordance with the applicable law.

10.4. A legible facsimile signature that can be authenticated will constitute an original and binding signature of the Party.

10.5. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement. These additional agreements shall be deemed as an integral part of this Agreement.

10.6. This Agreement is made in 2 (two) counterparts, each of which shall be deemed an original when signed by both Parties.

10.7. The one Party shall notify another Party in case of a change of its legal or actual address, sole executive officer, bank details, responsible representatives of this Party within 5 (five) business days. In case of failure to notify of these changes, all actions committed by another Party with the available data are considered to be fulfilled properly.
11. Details of the Parties
The Company
EasyStaff UAB
18, Didžioji, Vilnius, 01128
Company number 305643163
Swift: REVOLT21
IBAN: LT52 3250 0472 0232 1784
E-mail: [email protected]