Terms of Service – Contractor Service Agreement
Last updated: 13th August 2019
This Contractor Service Agreement is made between the “Customer” (any person/s, organisation or business who uses the service/s of the Contractor and any party the Customer has confirmed as a representative) and Andy Corby (trading as sotonDigital) (“Contractor”), it commences on the day you make payment and ends at the end of the contract period (except where otherwise agreed in writing). Details of the services provided by the Contractor to the Customer and the contract period will be stated on the invoice (if not stated, please clarify before making payment), the Services provided may also include any other tasks which the Parties (Contractor and Customer) may agree on. Should additional services outside those listed on the invoice be required, these can be discussed but the Contractor is under no obligation to offer additional services.
The Contractor must receive payment for all invoices prior to work commencing. After the Contractor receives payment, the work is placed into the Contractors schedule and can commence unless otherwise agreed. The Contractor reserves the rights to: choose when and where the work shall be performed, to choose and allocate the volume of hours required to be fulfilled, to subcontract work, and to cease work and terminate this agreement if it becomes apparent the purpose of the work is illegal or unethical in the Contractors judgment. The Contractor shall not undertake any work that fails to comply with any legal requirements.
The Contractor does not guarantee the behaviors of 3rd parties and is not held accountable for the outcome of any marketing or advertising activities. The Contractor shall not be liable for any consequential loss or damage and liability for breach of this agreement shall be limited to the amount of the fee on the most recent invoice. The Contractor is not held accountable for the actions of platform providers involved directly or indirectly with the fulfillment of services, including such providers as Google, Facebook, LinkedIn, Twitter or website and email hosts or similar. This includes the imposition of penalties or blocked profiles, suspended or hindered campaigns or accounts. In the event of the above, the Contractor carries no responsibility for seeking resolution on the Customer’s behalf.
The Contractor is responsible for all their income tax liabilities and National Insurance or similar contributions relating to the Payments they receive from the Customer. The Contractor will be reimbursed for reasonable and necessary expenses incurred in connection with providing the services, if pre-approved by the Customer. Under this agreement the Contractor is acting as an independent Contractor and not as an employee, it does not create a partnership or joint venture between the Contractor and Customer, and is exclusively a contract for service. The Contractor will not transfer its obligations under this Agreement without the prior written consent of the Customer.
It is the Contractor’s responsibility to notify the Customer or intermediary of any information required to complete the services and the intermediary or customer’s responsibility to ensure the Contractor is correctly briefed and able to fulfill the required service in the time period.
Failure to pay invoices on time may result in work being suspended and ultimately terminated.
The Customer is required to support the Contractor by supplying all necessary materials, content and information as required to fulfill the work within the agreed time frame. If the Customer fails to provide necessary materials, content and information and the project remains incomplete after the contracted date, the Contractor may delete the details provided without liability.
The Customer will reveal the entire purpose of a project before entering this agreement to avoid any unforeseen situation arising after the agreement is confirmed.
Each party agrees to indemnify and hold harmless the other Party, and its respective 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 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.
The Customer and Contractor both understand this transaction may involve the exchange of non-public, confidential and sensitive Information and both parties agree to uphold confidentiality in terms of all works carried out and about all business dealings, unless otherwise agreed.
All intellectual property and related material that is developed or produced under this Agreement will be the sole property of the Customer and any assets provided to the Contractor by the customer will remain the Customers’ property. “Confidential Information” refers to any data or information relating to the Customer which would reasonably be considered to be private or proprietary and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Customer. Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records, or Confidential Information which is the property of the Customer. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained from the Customer, except as authorised by the Customer or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely. If this Agreement is terminated by the Customer prior to completion of the Services the Contractor will be entitled to recovery from the site or premises any materials or equipment which is the property of the Contractor.
Under the General Data Protection Regulations the Customer is the data controller (the party which determines the purposes and means of processing personal data) and the Contractor is the data processor (the party which processes personal data on behalf of the controller). To facilitate the Contractors services, personal data may be used, collected and processed. This may include using 3rd party tools such as Google Analytics (Google Analytics would retain information in its database for a period of 26 months unless instructed otherwise, this period is deemed necessary for sufficiently analysing data). The Contractor will review and delete/remove it’s access to all personal data collected under this agreement within a reasonable time frame upon termination of this agreement.
Where personal data is involved and to the extent of the service provided, the Contractor agrees to: only act on the written instructions of the Customer; to act with a duty of confidence; take appropriate measures to ensure the security of processing; only engage sub-processors with the prior consent of the Customer and under this agreement; assist the Customer in allowing data subjects to exercise their rights under the GDPR; assist the Customer in meeting its GDPR obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments; delete or return all personal data to the Customer as requested at the end of the contract; submit to audits and inspections, provide the Customer with whatever information it needs to ensure that they are both meeting their Article 28 obligations, and tell the Customer immediately if it is asked to do something infringing the GDPR or other data protection law of the EU or a member state.