The ZapHub GSA

ZAPHUB GENERAL SERVICE AGREEMENT

 

THIS GENERAL SERVICE AGREEMENT (the “Agreement”).

BETWEEN:

 

CLIENT

 

CONTRACTOR

ZapHub Ltd.

Brickhill Dr, Bedford MK41 7PH

08693922

 

1.

BACKGROUND

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 this Agreement) agree as follows:

 

SERVICES PROVIDED

 

TERM OF AGREEMENT

The Client is of the opinion that the Contractor has the necessary qualifications, experience and

abilities to provide services to the Client.

 

A.

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

 

B.

By purchasing a service/package from ZapHub, you are expressly confirming your agreement with the Clauses outlined below.

 

C.

 

1.

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):

 

  • Provide regular marketing activity & content as per the Client’s chosen Package parameters

Please note: 

Client’s approval of the content of the services is required prior to posting on social media accounts on the Client’s behalf.

 

2.

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. 

 

3.

The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect for at least 6 months unless otherwise agreed prior to purchase.

 

 

The 6 month term will automatically renew unless otherwise terminated 30 days before the end of the term.

 

4.

PAYMENT

In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

 

5.

Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

 

6.

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

In signing this agreement, the Client agrees to be as cooperative as is reasonably possible in order to guarantee ZapHub’s ability to carry out the service.

Examples include (but are not limited to):

 (1) The Client must provide the Contractor with social media account access and/or

logins where required. Details must be submitted to [email protected] and/or your Account Manager unless otherwise agreed. 

(2) The Client must be prompt in providing any feedback to the Contractor on their created content or service. The Contractor cannot guarantee to, nor is obliged to, adhere to any feedback or amendments if not provided within 5 working days.

 

7.

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in £GBP.

 

8.

The Contractor will charge the Client for the Services as follows (the “Payment”):

  • A recurring package fee each month, for a period of 6 months unless otherwise agreed prior

to purchase.

Billing will recur monthly on the date the package was originally purchased on.

 

9.

This service includes automatically recurring payments for periodic charges (Subscription Service). By agreeing to this service, the Client authorises the Contractor, ZapHub Ltd.  to periodically charge, on a going-forward recurring basis until expiry of the agreed minimum term all accrued sums on or before the payment due date for the accrued sums.

 

  1.  

All ZapHub fees are non-refundable.

 

11.

 Invoices submitted by the Contractor to the Client are due upon receipt.

The Contractor will be responsible for all income tax liabilities and National Insurance or similar

contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.

 

13.

The Contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the Contractor, including any National Insurance, income tax and any other form of taxation or social security costs.

 

14.

The Contractor will be reimbursed for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

 

16.

All expenses must be pre-approved by the Client.

Any late payments will trigger a fee of 2% per month on the amount still owing. Late fees may be triggered at the Contractor’s liberty 5 working days after payment is due.

 

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.

 

20.

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

 

21.

The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

 

22.

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any outstanding property, documentation, records, or Confidential Information which is the property of the Client.

 

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, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at [email protected] or your Account Manager.

 

25.

Notice must be provided by the Client at least 30 days prior to the completion of their term.

Notice does not terminate the agreed minimum term, but instead does ensure no renewal will automatically take place. The service may be paused or terminated at any time, however, unless explicitly agreed in writing, the Contractor may continue to charge the Client’s chosen monthly Subscription Fee for the remaining duration of the term (up to 6 months after commencement).

 

26.

The Contractor, ZapHub, holds the right to terminate the Client’s service & any further charges at any time without notice.

 

27.

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

 

28.

This service includes automatically recurring payments for periodic charges (Subscription Service). By agreeing to this service, you authorize ZapHub to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums.

 

29.

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.

 

30.

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

 

31.

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

 

32.

It is agreed that there is no representation, warranty, collateral agreement or condition affecting thisAgreement except as expressly provided in this Agreement.

 

33.

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.

 

34.

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

 

35.

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

 

  1. This Agreement will be governed by and construed in accordance with the laws of England.

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.

 

38.

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.