This is the Service Contract (“Service Contract”) under which users of TIMEBASE services (“User(-s)”) may agree to provide services to each other.
This Service Contract is provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements, including applicable laws, rules, and regulations. TIMEBASE does not assume any responsibility for any consequence of using the Service Contract terms.
Users acknowledge, agree, and understand that TIMEBASE is not a party to any Service Contract. Also, the Users understand that the formation of a Service Contract will not, under any circumstance, create an employment, partnership or joint venture relationship between the Users.
TIMEBASE expressly disclaims any and all liability with respect to actions or omissions based on the Service Contract terms.
This Service Contract regulates the relationship between the Users. The Service Contract is a contractual relationship directly between the Users. Users have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. Users at their own discretion can decide to exclude some of the conditions indicated herein, include some additional clauses or enter into another agreement. All such actions shall be made in written and signed by representatives of the Users. If no written actions have been made, the Users agree and confirm with the terms and conditions set out below.
TERMS AND CONDITIONS
User that provides services (“Supplier”)
and
User that buys services (“Customer”)
hereinafter the Customer and the Supplier may be referred to as a “Party” individually and the “Parties” collectively.
Having considered that:
(A) the Supplier has the necessary experience and knowledge and intends to use it to provide services to the Customer;
(B) the Customer intends to buy services from the Supplier;
the Parties have concluded this Paid Services Agreement (the “Agreement”) and have agreed on the following conditions.
1. Subject of the Agreement
1.1. Upon request and order of the Customer the Supplier undertakes to provide services, the content and scope of which are agreed between the Parties (the “Services”) and the Customer undertakes to pay the price of Services defined in this Agreement for the Services provided.
2. Service pricing and payment terms
2.1. For services provided each calendar month, the Customer shall pay the Supplier an hourly rate of indicated in TIMEBASE platform (VAT excluded) for each hour of the Services provided (the “Price of Services”). The Supplier shall issue invoices to the Customer in accordance with the scope of Services provided in the respective month, calculated per hour of Service provision. The Supplier shall submit invoices to the Customer as frequently as agreed between the Parties.
2.2. Value-added tax (VAT) shall be calculated in accordance with the legislation in force and paid additionally.
2.3. The invoices issued to the Customer shall be paid within 14 (fourteen) calendar days from the day the Supplier sends the invoice to the Customer.
2.4. The Customer shall pay the Price of Services to the Supplier in accordance with this Agreement by payment order, transferring the funds to the bank account of the Supplier.
2.5. The services are considered to have been properly provided in accordance with the invoice issued by the Supplier if the Customer, having received the invoice from the Supplier, does not present a written claim regarding the quality of services provided within 5 business days.
2.6. The Parties agree that contrary payments to each other (if any) might be set off, i.e., where payments are due from both Parties, the Parties might agree that, instead of both Parties making separate payments, the Party due to make the larger payment should pay the difference between the two amounts due.
3. Rights and obligations of the Supplier
3.1. The Supplier undertakes to provide the Services to the Customer in accordance with the Agreement as diligently and efficiently as possible, including but not limited to service provision in accordance with the best generally acknowledged professional and technical standards and practices, employing all the necessary skills and knowledge.
3.2. The Supplier undertakes to immediately transfer the ownership of the result of the provided Services, if such exists, after the payment for the Services is received.
3.3. The Supplier undertakes to properly process personal data received during the performance of the Agreement as laid down in the General Data Protection Regulation and other applicable legislation and use its best efforts to make sure that the third parties take appropriate measures to ensure the protection of such data, as laid down in the General Data Protection Regulation and other applicable legislation.
3.4. The Supplier shall have the right to receive the Price of Services for the Services provided.
3.5. The Supplier shall have the right to request the Customer to relay the information necessary for the performance of the Agreement and to establish a reasonable deadline for the delivery of such information.
3.6. The Supplier shall have the right to extend the deadline for the provision of the Services, if:
3.6.1. the Customer fails to perform and/or does not properly perform its obligations, resulting in the Supplier being unable to provide Services, partially or totally; or
3.6.2. the instructions given by the Customer to the Supplier affect the deadlines for the provision of the Services; or
3.6.3. the scope of Services changes at the request of the Customer; or
3.6.4. any delay, obstacles or interferences, caused by or attributable to the Customer and/or third persons employed by the Customer prevent the Supplier from providing the Services in timely fashion.
3.7. If the Supplier believes that the Supplier is entitled to any extension of any deadline for the provision of the Services on the basis of any provision of the Agreement, the Supplier shall notify the Customer and indicate the event or circumstances that have given rise to such request and the Supplier shall become entitled to the extension of deadlines for the provision of the Services by extending the final deadline for the provision of the Services accordingly.
4. Rights and obligations of the Customer
4.1. The Customer undertakes to pay the Price of Services for the Services provided in accordance with the terms of this Agreement.
4.2. The Customer undertakes to provide the Supplier with all conditions necessary to provide Services.
4.3. The Customer undertakes to relay all the information and/or documents necessary for the performance of the Agreement or to provide specific Services to the Supplier. The Customer undertakes to relay this information and documents promptly. If the Customer fails to fulfil this obligation, the Supplier shall have the right to set a deadline for the information and documents to be provided.
4.4. The Customer undertakes to make the necessary decisions within deadlines that do not interfere with the provision of Services.
5. Confidentiality of information
5.1. The terms of this Agreement are confidential and are not to be disclosed to third parties without the written consent of the parties to the Agreement, except as otherwise provided for in the law.
5.2. The Parties to the Agreement undertake to ensure the confidentiality and protection of the information received during the performance of the Agreement and related to the performance of the Agreement. The Parties to the Agreement undertake to keep all documents and information received during the performance of the Agreement confidential and not to disclose the received documents to other persons without prior written consent of the other Party and not to publish or disclose any provisions of the Agreement, except in cases when it is necessary in order to perform the Agreement or when such information becomes publicly available or it is established in laws.
5.3. The Supplier undertakes to keep the confidential information confidential and to take measures to prevent illegal use of such information.
6. Liability of the Parties
6.1. Parties undertake to promptly notify each other about the occurrence or existence of any event, circumstance or condition that may affect this Agreement or lead to its violation as well as to operate in good faith in terms of each other, to cooperate and apply best efforts to ensure that this Agreement is complied with.
6.2. The Parties shall be liable for the failure to perform or failure to properly perform this Agreement. A Party undertakes to compensate only direct damages incurred by the other Party due to the failure to perform (failure to properly perform) its obligations.
6.3. The compensation of losses (damages) shall be limited by an amount that equals the price the Supplier has received from the Customer for the services provided, except in cases when the damages result from the malice or gross negligence of the Supplier. The civil liability of Parties arises only when all conditions for liability are present, including the fault of the Party that caused the damages.
7. Confirmations and guarantees by the Parties
7.1. Each Party confirms and guarantees to the other Party that:
7.1.1. The Party has the right to order/provide Services under this Agreement. The Party legally operates in accordance with the laws where it is established and operating.
7.1.2. The Party has performed all legal actions necessary for the Agreement to be properly concluded and valid and has all the statutory permits, licenses and employees necessary to provide the Services.
7.1.3. In concluding the Agreement, the Party shall not violate binding laws, rules, decrees, obligations or agreements.
7.1.4. This Agreement is a valid, legal and binding obligation for the Party, the performance of which may be enforced under the terms of the Agreement.
8. Validity of the Agreement
8.1. The Agreement shall be valid from the moment of ordering the services from the Supplier through TIMEBASE system and shall expire once the Parties perform all their obligations under the Agreement and agree to terminate it or until the Agreement expires, is terminated on the basis of laws or cases provided for by the Agreement.
8.2. If any provision of this Agreement is held fully or partially invalid, the validity of the remaining provisions of this Agreement shall not in any way be affected.
8.3. Once the Agreement is terminated or it expires, the provisions of this Agreement related to liability and settlements in accordance with this Agreement shall remain valid as well as any other provisions of this Agreement that remain valid or have to remain valid due to the nature thereof after the termination of this Agreement so that this Agreement is performed.
9. Termination of the Agreement
9.1. This Agreement may be terminated by mutual written agreement of the Parties.
9.2. The Supplier shall have the right to unilaterally terminate this Agreement by notifying the Customer about such termination of the Agreement in writing 14 (fourteen) calendar days in advance.
9.3. The Supplier shall have the right to unilaterally terminate the Agreement if the Customer delays the payment for the provided Services for more than 30 days or fails to relay the information necessary for the performance of the Agreement or substantially violates the Agreement otherwise. In such case the Customer shall be obligated to pay the part of the price to the Supplier in proportion to the provided Services and to compensate the expenses that the Supplier actually incurred in order to perform the Agreement prior to the moment of the delivery of the notification about the termination of the Agreement to the Customer.
9.4. The Customer has the right to unilaterally terminate the Agreement if the Supplier substantially violates the Agreement. The Customer shall notify the Supplier about such termination of the Agreement in writing 14 (fourteen) calendar days in advance. In such case the Customer shall be obligated to pay the part of the price to the Supplier in proportion to the provided Services and to compensate the expenses that the Supplier actually incurred in order to perform the Agreement prior to the moment of the delivery of the notification about the termination of the Agreement to the Customer.
10. Modifications and additions to the terms of the Agreement
10.1. All modifications or additions to the Agreement shall be valid only if they are concluded in writing and properly signed by the Parties.
11. Governing law
11.1. This Agreement shall be governed and construed in accordance with the laws where Supplier is established and operating.
12. Dispute resolution
12.1. The Parties shall attempt to settle any dispute or controversy arising out of this Agreement through friendly efforts of both Parties. If the Parties are unable to reach an agreement, then any dispute, controversy or claim arising out or in connection of this Agreement, or the breach, termination or validity thereof that have not been resolved by agreement between the Parties, shall be settled by a competent court of the country where the Supplier is established and operating. The territorial jurisdiction shall be determined in accordance with the office address of the Supplier.
13. Force Majeure
13.1. Neither Party shall be liable for total or partial failure to perform its obligations under the Agreement, if such failure is a result of unusual circumstances that the Parties were unable to foresee, avoid or contain by any means (“Force Majeure Circumstances”), for example, decisions by the Government and other acts affecting the activity of the Parties, political unrest, strikes, declared or undeclared war, other military engagements, fires, floods, pandemics and other natural disasters. In such cases the deadline for the performance of obligations of the Parties is extended.
13.2. The Party asking to be exempt from liability shall inform the other Party about Force Majeure Circumstances within 7 (seven) calendar days from the occurrence of such circumstances by providing evidence that it took all reasonable precautionary measures and applied its best efforts to minimize costs or negative consequences as well as to notify about the probable term of performance of its obligations. A notice shall also be required once the basis of the default ceases to exist.
13.3. The basis to exempt a Party from liability becomes valid from the moment Force Majeure Circumstances arise or, if the notice has not been delivered in timely fashion, from the moment of delivery of the notice. If a Party does not send a notice or notify in timely fashion, it shall compensate the damages caused to the other Party due to the notice not being delivered in timely fashion or the absence of such notice.
The Parties have read this Agreement, the contents and consequences of the Agreement have been clarified to them, the Parties understand the Agreement.
THE PARTIES CONFIRM THEIR UNDERSTANDING THAT THIS AGREEMENT REGULATES THEIR CONTRACTUAL RELATIONSHIP WITH TIMEBASE USERS AND IS APPLICABLE TO THE PROVISION / ACQUISITION OF THE SERVICES WITHIN TIMEBASE PLATFORM ONLY TO THE EXTENT THAT THEY HAVE NOT ENTERED INTO ANOTHER AGREEMENT.