SERVICE AGREEMENT
This Service Agreement (“Agreement”) is entered into by and between:
The Contractor:
TTM STAFF LINK LTD
Registration Number: 16182944
Address: London, England
Represented by Director Toomas Taro, acting under the Articles of Association
and
The Customer:
A legal entity or natural person that wishes to pay for the services provided by the Freelancer, represented by its authorized representative
Hereinafter collectively referred to as the “Parties” and individually as a “Party.”
1. Subject of the Agreement
1.1 Scope of Services:
The Contractor agrees to perform works and render services for the Customer in accordance with the tasks specified by the Customer. The Customer agrees to accept the completed works and services and to pay the Contractor remuneration under the terms specified herein.
1.2 Task Specifications:
For each task, the Customer shall specify:
- The specific works and/or services required
- Deadlines for completion
- The amount of the Contractor’s remuneration
1.3 Subcontracting:
The Contractor may engage third parties (subcontractors) to perform the works or services. The Contractor is responsible for compensating subcontractors from the Contractor’s remuneration. The Customer holds no liability for settlements with subcontractors.
1.4 Nature of Relationship:
The Parties confirm that the cooperation with subcontractors does not establish any employment or labor relationship between the Customer and the subcontractors.
1.5 Provision of Materials:
If the Customer’s task requires the use of specific materials, the Customer shall provide all necessary materials directly to the subcontractor.
1.6 Intellectual Property Rights:
The Contractor does not acquire any intellectual property rights to the works or services provided by subcontractors. Such rights are assigned directly to the Customer by the subcontractors under a Confidentiality and Intellectual Property Assignment Agreement.
1.7 Types of Services:
The Customer’s tasks should pertain to remote services, including but not limited to:
- 3D art services
- 2D art services
- Unreal Engine / Unity programming
- Animation
- Social Media Management (SMM) formation and administration
- Search Engine Optimization (SEO) services
- Usability analysis of websites or mobile applications
- Online advertising placement
- Copywriting services
- Lead generation services
- Internet marketing services
- Software development services
- Public Relations (PR) services
- Photography/videography services
- Content management services
- Web design services
- Mobile app development services
- Website support services
- Online sales services
- IP telephony services
- Online education
- Design project development
- Online consulting and information services
2. Acceptance Procedure
2.1 Approval of Work:
The works and services shall be deemed duly performed and accepted by the Customer without any claims upon the Customer’s email approval and receipt of the corresponding invoice.
2.2 Currency Specification:
The amount specified in the invoice will be in the currency agreed upon in the task.
2.3 Verification Materials:
The Contractor may request materials, documents, or other information regarding task completion to verify authenticity and remote nature.
3. Remuneration
3.1 Payment Terms:
The Customer shall make payment upon acceptance of the works and services, confirmed via email approval.
3.2 Determination of Remuneration:
The Contractor’s remuneration is determined by the “Gross price” at the time of task creation.
3.3 Currency Exchange Rates:
In cases involving currency exchange, rates will be provided via email.
4. TTM STAFF LINK Service
4.1 Service Usage:
The Customer shall use the TTM STAFF LINK service to create a personal account, assign tasks, and accept completed works and services.
4.2 Permitted Use:
The Customer shall not use the TTM STAFF LINK service for purposes not specified herein or without explicit permission from the Contractor.
4.3 Non-Interference:
The Customer shall not interfere with the operation of the TTM STAFF LINK service.
4.4 Digital Signature:
Upon registration, the Customer shall create a unique digital signature consisting of a login and password, serving as the equivalent of a handwritten signature with full legal force.
4.5 Security Responsibility:
The Customer is responsible for preventing unauthorized access to their digital signature and must take reasonable measures to secure it.
4.6 Liability for Unauthorized Use:
The Customer indemnifies the Contractor from liability arising from unauthorized use of the TTM STAFF LINK service.
5. Liability
5.1 Limitation of Contractor’s Liability:
Before acceptance of the works and services, the Contractor’s liability is limited to direct actual damages incurred by the Customer due to the Contractor’s failure to execute this Agreement, not exceeding the remuneration paid for the specific task.
5.2 Indemnification:
The Customer agrees to indemnify and hold harmless the Contractor against any liability, complaints, or claims arising from the services, works, or results provided, including unforeseen circumstances unknown at the time of acceptance.
6. Confidentiality
6.1 Definition of Confidential Information:
“Confidential Information” refers to all non-public, proprietary, or sensitive information disclosed by either Party under this Agreement, whether orally or in writing, and regardless of its form or medium.
6.2 Confidentiality Obligations:
The Parties agree to:
- Keep all Confidential Information confidential and not disclose it to any third party without prior written consent.
- Use the Confidential Information solely for the purposes of fulfilling obligations under this Agreement.
6.3 Exceptions:
Confidential Information does not include information that:
- Is publicly available at the time of disclosure.
- Becomes publicly available through no fault of the receiving Party.
- Is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
6.4 Duration of Confidentiality Obligation:
The confidentiality obligations under this section shall remain in effect for a period of five (5) years following the termination of this Agreement.
7. Term and Termination
7.1 Term:
This Agreement shall commence on the date it is signed by both Parties and remain in effect until terminated in accordance with this section.
7.2 Termination by Notice:
Either Party may terminate this Agreement for any reason by providing at least fourteen (14) days’ written notice to the other Party.
7.3 Termination for Breach:
The Contractor may terminate this Agreement immediately upon written notice if the Customer breaches any material term of this Agreement and fails to remedy the breach within seven (7) days of receiving written notice of the breach.
7.4 Effect of Termination:
Upon termination, the Contractor will cease all services and provide any remaining deliverables for approved tasks. The Customer will pay any outstanding amounts for completed tasks.
8. Governing Law and Dispute Resolution
8.1 Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
8.2 Dispute Resolution:
The Parties shall first attempt to resolve any disputes through good-faith negotiations. If the dispute cannot be resolved within thirty (30) days, it shall be referred to mediation or arbitration as agreed by the Parties.
9. Miscellaneous
9.1 Entire Agreement:
This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, or representations.
9.2 Amendments:
No modification or amendment to this Agreement shall be effective unless made in writing and signed by both Parties.
9.3 Force Majeure:
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including natural disasters, governmental actions, or other unforeseen events.
9.4 Assignment:
The Customer may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Contractor.
9.5 Severability:
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
9.6 Execution in Counterparts:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Signed on:Â
For TTM STAFF LINK LTD:
Name: Toomas Taro
Position: Director
Signature:Â
For the Customer:
Name:Â
Title/Position (if applicable):Â
Signature:Â