GENERAL SERVICE AGREEMENT
BACKGROUND:
A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement
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
1. The Client hereby agrees to engage the contractor to provide the Client with the following services (the “Services”)
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.
TERMS OF AGREEMENT
3. The term of this Agreement (the “Terms”) will begin on the date of the Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of the Agreement may be extended with the written consent of the Parties.
4. 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.
PERFORMANCE
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
CURRENCY
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
PAYMENT
7. The Contractor will charge the Client a fee as set out above (the “Payment”)
8. The Client will be invoiced on the 1st of each month.
9. Payment must be made by GoCardless on 5th of each month. Films will only be uploaded once payment has been received.
10. The minimum term of this agreement is 3 months and then one full months notice is required to quit.
11. The Payment as stated in this Agreement does not include Value Added Tax (VAT). Any VAT required will be charged to the Client in addition to the Payment.
12. 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.
CONFIDENTIALITY
13. 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 private or 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.
14. The Contractor agrees that they will not disclose, divulge, reveal, reprint or use, for any purpose, any Confidential Information which the Contractor has obtained, expect as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term of the Agreement and will survive indefinitely upon termination of this Agreement.
15. 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.
OWNERSHIP OF INTELLECUAL PROPERTY
16. All intellectual property and related material including any trade secrets, moral rights, goodwill, relevant registration or applications for registration, and rights to any patent, copyright, trademark, 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.
17. 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.
RETURN OF PROPERTY
18. Upon the expiry of this Agreement, the Contractor will return to the Client any property, documentation, records of Confidential Information which is the property of the Client.
CAPACITY / INDEPENDENT CONTRACTOR
19. 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 a joint venture between them, and is exclusively a contract for service.
NOTICE
20. 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 the following address :
PVS Media Ltd, Unit 3, The Old Malthouse, Springfield Road, Grantham, Lincs, NG31 7BG.
or to such other address as either party may from time to time notify the other.
INDEMNIFICATION
21. 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 affiliates, officers, agents, employees, permitted successors 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 affiliates, officers, agents, employees and assigns that occur in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
22. Any amendments or modifications of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and signed by each party or an authorised representative of each Party.
TIME OF THE ESSENCE
23. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
24. The Contractor will not voluntarily or by operation of law, assign or otherwise transfer its obligation under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
25. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
26. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
TITLES / HEADINGS
27. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
28. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW
29. This Agreement will be governed by and construed in accordance with the laws of England and Wales
SEVERABILITY
30. 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.
WAIVER
31. 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.