This Service Agreement (“Agreement”) is made between you (the “Customer”) and Razwana Wahid (the “Provider”), together “The Parties”.
It is agreed as follows:
The Provider will oblige to provide all services (the “Service”) as documented in Schedule 1 in a professional and timely manner, and as agreed by the Parties. The Parties may at any time modify the scope of the Services by completing a Change Request Document that outlines the service change and pricing adjustment and becomes effective on the date that the Parties sign the Change Request Document.
The Provider may at any time, employ qualified personnel to deliver the services as documented in Schedule 1. The Provider reserves the right to employ qualified personnel in its own discretion.
The Delivery Schedule (“Delivery Schedule”) is the timeline agreed by the Parties which includes a start and end date for the project. The Parties will agree on a Delivery Schedule before the Deposit is paid to the Provider by the Customer. The Delivery Schedule does not account for any time the Provider must wait for the Customer to provide required materials or information necessary for the completion of the Service as documented in Schedule 1. The Provider agrees to notify the Customer of any anticipated delays in completing the Service.
In consideration of the Provider providing the Service to the Customer, the Customer will pay the fees and all other amounts payable by the Customer to the Provider. All deposits are non-refundable. Following the submission of the Final Draft, no refunds will be made to Customer.
5. Ownership Rights
The Customer owns all written copy provided by the Provider as part of the Service. The Provider reserves the right to display the copy on its own site as part of the showcase of its services.
The Provider will not at any time, or in any manner, either directly or indirectly, use for the personal benefit of the Provider, or divulge or disclose or communicate in any manner any information that is proprietary to the Customer (for example, trade secrets, confidential information). The Customer will not at any time, or in any manner, either directly or indirectly, use for the personal benefit of the Provider, or divulge or disclose or communicate in any manner any information that is proprietary to the Provider (for example, trade secrets, confidential information).
7. Independent Contractor
The Provider is an independent contractor with respect to its relationship with the Customer. Neither the Provider, no its employees, are or shall be deemed for any purpose to be the employees of the Customer. The Customer shall not be responsible to the Provider, the Provider’s employees, or any governing body for payroll taxes related to the performance of the Service.
The Provider does not guarantee the Objectives decided by the Customer will be achieved by the Customer by the end of the Delivery Schedule. The achievement of the Objectives is subject to the work and effort made by the Customer.
9. Warranty – Intellectual Property Rights
The Provider represents and warrants to the Customer that it has the unencumbered right and power to enter into and perform this Agreement and that the Designer is not aware of any claims or basis for claims of infringement of any patent, trademark, copyright, trade secret, or contractual or other proprietary rights of third parties in or to any materials included by the Provider in the Services, or trade names related to the Services.
In the event of any claim, charge, suit or proceeding by any third party against the Customer alleging such infringement, the Provider shall defend such claim, charge, suit or proceeding. The Provider shall indemnify and hold the Customer harmless from and against any loss, cost, damage or expense. Incurred by the Customer that may result by reason of any such claim, charge, suit or proceeding.
10. Warranty – Customer
The Customer represents and warrants to the Provider that the Customer owns all material provided to the Provider in order to complete the Service, where the material is deemed to be owned by the Customer. The Customer shall indemnify and hold the Provider harmless from all losses and claims, including legal fees and legal expenses that may result by reason of claims by third parties related to such materials.
11. Disclaimer of Warranties
Except as expressly set forth in this Agreement, The Parties hereby specifically disclaim any representations or warranties, express or implied, regarding the Service, including any implied warranty of merchant ability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance.
12. Limitations of Liability
Under no circumstances shall either party be liable to the other party or any third party for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages). Arising from any provision of this Agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, coast of delay or failure of delivery, or liabilities to third parties arising from any source.
Each part agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable legal fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment will be void.
15. Legal Fees
In any legal action between The Parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable legal fees.
Either party may terminate this Agreement at any time by providing 10 consecutive days advance written notice. In the event of such termination, the Customer shall be obliged to pay only for actual services provided by the Provider and for expenditures incurred with the Customers approval. Unless otherwise terminated, this agreement will terminate upon the completion of the Services.
17. Termination on Default
If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 days from the effective date of such notice to cure the default(s), unless waived by the party providing the notice, the failure to cure the default(s) within such a time period shall result in the automatic termination of this Agreement.
The Customer shall pay the amount of any sales, use, excise or similar taxes applicable to the performance of the Service, if any, or, in lieu of such payment, the Customer shall provide the Provider with a certificate acceptable to the taxing authorities exempting the Customer from payment of such taxes.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed to be so as to best effectuate the original intent and purpose of this Agreement.
20. Governing Law
This Agreement shall be governed by and construed in accordance with English Law.
21. Complete Contract/Amendment
This Agreement supersedes all prior agreements and understandings between The Parties for the performance of the Service, and constitutes the complete Agreement and understanding between The Parties. The Parties may amend this Agreement in a written document signed by both parties.