Service Terms and Conditions - Cotent-stream.io

Background:

. .., registry code , registered at , , , (the “Service Provider”) provides the following services to business clients: copywriting, writing specialized content, guides and tutorials, editing and proofreading texts in English. The Service Provider has reasonable skill, knowledge, and experience in that field. These Terms and Conditions shall form the basis of contracts for the provision of services by the Service Provider to its clients.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Applicable Laws” means all laws, statutes, regulations, and similar instruments from time to time in force applicable to the Parties, the Services, and the Contract;
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the Republic of Poland;
“Business Hours” means 10 am to 5 pm on a Business Day;
“Client” means the party procuring the Services from the Service Provider under the Contract;
“Client Materials” means any and all information, documents, and other materials provided by the Client to the Service Provider in relation to the provision of the Services;
“Commencement Date” means the date on which the Contract shall enter effect, as set out in Clause 2 (Basis of Contract);
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Contract” means the contract entered into by the Service Provider and the Client for the provision of Services in accordance with and on the basis of these Terms and Conditions;
“Fees” means any and all sums due under the Contract from the Client to the Service Provider in consideration of the Services, as set out in Clause 5 (Fees, Payment, and Records);
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, business names, domain names, goodwill and the right to passing off actions, design rights, database rights, rights to use confidential information and the right to protect the same, and any and all other intellectual property rights, whether registered or unregistered, including applications and the right to apply for (and be granted) renewals or extensions of, and rights to claim priority from, any such rights and any and all equivalent rights or other forms of protection subsisting now or in the future anywhere in the world;
“Order” means the Client’s order for the Services as set out in the Client’s written acceptance of the Service Provider’s quotation;
“Services” means the services to be provided by the Service Provider to the Client in accordance with the Contract, as fully defined in the Specification;
“Service Provider Equipment” means any and all equipment including computer hardware, systems, used by the Service Provider in relation to the provision of the Services (whether directly or indirectly);
“Specification” means the full description and specification of the Services as agreed in writing by the Client and the Service Provider.

1.2 Any reference to “writing”, and any similar expression, includes a reference to any communication sent by email.

1.3 Unless expressly stated otherwise, legislation or a provision thereof is a reference to that legislation or provision as amended or re-enacted from time to time.

1.4 Unless expressly stated otherwise, legislation or a provision thereof, shall include all subordinate legislation made from time to time under that legislation or provision.

1.5 A reference to “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time.

1.6 A reference to “the Contract” is a reference to the contract between the Parties as defined above in sub-Clause 1.1 and further set out below in Clause 2 (Basis of Contract).

1.7 A reference to a "Party" or the "Parties" refers to the parties to the Contract.

1.8 A reference to any other agreement or document is a reference to that agreement or document as amended or supplemented at the relevant time.

1.9 Any obligation on either Party not to do a particular thing includes an obligation to not allow that thing to be done.

1.10 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of the Contract.

1.11 Words communicating the singular number shall include the plural and vice versa.

1.12 References to any gender shall include any other gender.

1.13 References to persons shall include natural persons, corporate, or unincorporated bodies (whether or not the same have a separate legal personality).

1.14 References to a company shall include companies, corporations, or other bodies corporate, however so and wherever incorporated or established.

2. Basis of Contract

2.1 An Order shall constitute a contractual offer by the Client to procure Services from the Service Provider in accordance with and on the basis of these Terms and Conditions.

2.2 An Order shall be deemed to be accepted by the Service Provider upon the Service Provider’s issuing its acceptance of that Order and Client’s Specification in writing.

2.3 Upon the Service Provider’s issuing of written acceptance under sub-Clause 2.2, a Contract shall come into existence between the Client and the Service Provider. The date of the Service Provider’s written acceptance shall be the Commencement Date of the Contract.

2.4 These Terms and Conditions shall form the basis of the Contract. Subject to Clause 16 (Variation), any other terms that the Client seeks to impose or incorporate into the Contract, or which are implied by trade custom, practice, or course of dealing shall be excluded from the Contract.

2.5 No advertising, promotional literature, descriptive matter, drawings, samples, catalogues, brochures, or similar material issued or published by the Service Provider in any format or medium shall form part of the Contract or have any contractual force. Such material is provided by the Service Provider only for promotional purposes and for providing an approximate description of the services available by the Service Provider.

2.6 Quotations issued by the Service Provider shall not constitute a contractual offer capable of acceptance. Quotations are valid for a period of 10 Business Days only from the date of issue.

3. Provision of the Services and Service Provider’s Obligations

3.1 With effect from the Commencement Date the Service Provider shall, throughout the term of the Contract, provide the Services to the Client.

3.2 The Service Provider shall ensure that the Services conform at all times with the Specification in all material respects.

3.3 The Service Provider shall meet any performance dates set out in the Order.

3.4 The Service Provider shall act in accordance with all reasonable instructions issued by the Client provided that such instructions are compatible with the Specification.

3.5 The Service Provider shall ensure that any and all of its personnel involved in the provision of the Services are suitably skilled, qualified, and experienced to perform the part(s) of the Services to which they are assigned.

3.6 The Service Provider shall use any Client Materials provided by the Client from time to time only to the extent reasonably necessary for and only for the purposes of the provision of the Services and only in accordance with the Client’s written authorization and instructions. The Service Provider shall hold any and all Client Materials in safe custody, at its own risk, and shall maintain the same in good condition. The Service Provider shall return or dispose of Client Materials in its possession at the Client’s option and on the Client’s written instruction.

4. Client’s Obligations

4.1 The Client shall ensure that all information that it provides in the Order and the Specification shall be complete and accurate.

4.2 The Client shall provide:

all co-operation that is reasonably required by the Service Provider to enable the Service Provider to provide the Services;
any and all Client Materials that are agreed upon by the Parties or as otherwise reasonably required from time to time by the Service Provider together with any necessary written authorization and instructions relating to the Client Materials, to enable the Service Provider to provide the Services;

4.3 The Client may from time to time issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services. Any such instructions shall be compatible with the Specification.

4.4 In the event that the Service Provider requires the decision, approval, consent, authorization, or any other communication from the Client in order to continue with the provision of the Services (or any part thereof) at any time, the Client shall provide the same in a reasonable and timely manner.

4.5 Any failure or delay in the provision of the Services by the Service Provider which results from the Client’s failure or delay in complying with any of its obligations under the Contract or any other act or omission of the Client shall not be the responsibility or fault of the Service Provider.

5. Fees, Payment, Refunds and Records

5.1 The Fees shall be set out in the Order. The Fees shall be the full and only consideration payable to the Service Provider with respect to its provision of the Services.

5.2 Unless the Parties agree otherwise in writing, the Fees shall include all costs and expenses incurred by the Service Provider, whether directly or indirectly, in connection with the provision of the Services.

5.3 The Service Provider shall invoice the Client upon the completion of the Services.

5.4 All payments required to be made pursuant to the Contract in consideration of the Services shall be made in USD or EUR in cleared funds to such bank as the Service Provider may nominate in writing.

5.5 Where any payment is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.

5.6 All sums payable by the Client under the Contract shall be exclusive of VAT. In the event that any taxable supply for VAT purposes is made under the Contract by the Service Provider to the Client, the Client shall, upon receipt of a valid VAT invoice from the Service Provider, pay to the Service Provider such additional sums in respect of VAT as are chargeable on the supply of the Services at the same time that payment is due for the provision of the Services.

5.7 If the Client receives an invoice and reasonably believes that it is incorrect, it may dispute that invoice within 10 business days as follows:

the Client shall notify the Service Provider in writing as soon as reasonably possible and practicable;
the Client shall not be deemed to be in breach of the Contract for failure to pay the disputed sums while such a dispute is ongoing;
the Client shall pay any sum which is not in dispute by the due date for payment;
following the resolution of the dispute, the Client shall pay the sum agreed between the Parties including any interest charged on that sum by the Service Provider, as calculated in accordance with sub-Clause 5.9 (from the original due date for payment);
in the event that the Service Provider is required to refund any sums to the Client, interest shall be added to such sums, as calculated in accordance with sub-Clauses 5.9 and 5.9.

5.8 Without prejudice to sub-Clause 12.2(a) (termination for late payment), any sums that remain unpaid by the due date for payment under the Contract shall incur interest on a daily basis at a rate of 0,02% per annum from the due date for payment until payment is made in full of any such outstanding sums, whether before or after judgment.

5.9 All sums due under the Contract shall be paid in full without any set-off, withholding, deduction, or counterclaim except any withholding or deduction (if any) of tax that is required by law.

5.10 The Service Provider shall:

keep or procure that are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to the Contract to be accurately calculated; and
at the reasonable request of the Client, allow the Client or its agent to inspect those records and books of account.

6. Intellectual Property Rights

6.1 The Client (and, where applicable, its licensors) shall retain ownership of the Intellectual Property Rights subsisting in any and all Client Materials.

6.2 The Client shall grant to the Service Provider a non-exclusive, fully paid-up, royalty-free, non-transferable license to use, copy, and modify the Client Materials for the term of the Contract only to the extent reasonably necessary for and only for the purposes of the provision of the Services.

7. Confidentiality

7.1 Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party (such authorisation not to be unreasonably withheld), it shall, at all times during the term of the Contract and 5 years after its termination or expiry:

keep confidential all Confidential Information;
not disclose any Confidential Information to any other party;
not use any Confidential Information for any purpose other than as contemplated by the Contract; and
ensure that (as applicable) none of its employees, directors, officers, agents, or sub-contractors does any act which, if done by that Party, would be a breach of the provisions of Clause 7.

7.2 Subject to sub-Clause 7.3, either Party may disclose any Confidential Information to:

any sub-contractors, substitutes, or suppliers;
any governmental or other authority or regulatory body;
any employee or officer of that Party or any of the aforementioned persons, parties, or bodies.

7.3 Disclosure under sub-Clause 7.2 may be made only to the extent that it is necessary for the purposes contemplated by the Contract, or as required by law. In each case, the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 7.2(b) or is an authorized employee or officer of such a body, the Party disclosing the Confidential Information under sub-Clause 7.2 must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

7.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.

7.5 When using or disclosing Confidential Information under sub-Clause 7.4, the Party using or disclosing that Confidential Information must ensure that it does not use or disclose any part of that Confidential Information that is not public knowledge.

7.6 The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of the Contract for any reason.

8. Law

8.1 The Service Provider shall, at all times, and at its own expense when performing its obligations under the Contract:

comply with the Applicable Laws;
comply with all applicable health and safety rules and regulations and security requirements in place at the Client’s premises and any other facilities to which the Service Provider has access that is or are agreed upon by the Parties.

8.2 Each Party shall inform the other Party as soon as reasonably possible and practicable when it becomes aware of any changes to the Applicable Laws.

9. Data Protection

The Service Provider shall only use the Client’s personal data to perform any of its obligations under the Contract. The Service Provider shall:

9.1 ensure that it has in place appropriate technical and organizational measures to protect the personal data from unauthorized or unlawful processing, accidental loss, damage, or destruction. Such measures shall be appropriate and proportionate to the potential harm resulting from such events and to the nature, scope, and context of the personal data and processing involved, taking into account the current state of the art in technology and the cost of implementing those measures.

9.2 ensure that any and all persons with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential.

10. Liability

10.1 The Service Provider is liable for any damage caused to the Client due to failure to comply or improper compliance with the obligations arising from the agreement. The Service Provider will compensate for the damage caused to the Client or the expenses and damage arising from a claim by a third party.

10.2 If the Service Provider has significantly violated the terms agreed upon, the Client has the right to demand a contractual penalty of up to 100% of the total amount of clause 5 of the Contract. A significant breach can be, but is not limited to, the following: performance or delivery of work that does not comply with the terms and conditions, non-compliance with the quality requirements or time limits previously agreed upon, and damage to the property of the Client.

10.3 The Client may submit contractual claims for payment of contractual penalty within a reasonable time since becoming aware of a breach.

11. Force Majeure

11.1 For the purposes of the Contract, “Force Majeure Event” means, in relation to either Party, any circumstances beyond that Party’s reasonable control including, but not limited to, any strike, lockout, or other forms of industrial action; the collapse of buildings, fire, explosion, accident, acts of God, storm, flood, drought, earthquake, epidemic, pandemic, or other natural disasters; terrorist attack, civil commotion or riots, war, civil war, threat of preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off diplomatic relations; nuclear, chemical, or biological contamination, or sonic boom.

11.2 If any Force Majeure Event occurs in relation to either Party which affects or may affect that Party’s performance of its obligations under the Contract, the affected Party shall notify the other Party as soon as reasonably possible and practicable of the nature and extent of the circumstances in question. The affected Party shall use reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.

11.3 Subject to compliance with sub-Clause 11.2, neither Party shall be deemed to be in breach of the Contract or shall otherwise be liable to the other by reason of any delay in performance or non-performance of any of its obligations under the Contract to the extent that performance of that obligation is prevented, hindered, or delayed by a Force Majeure Event of which it has notified the other Party, and the time for that performance shall be extended accordingly.

11.4 If the performance by either Party of any of its obligations under the Contract is prevented, hindered, or delayed by a Force Majeure Event for a continuous period in excess of 90 days the other Party shall be entitled to terminate the Contract by giving 30 days written notice to the affected Party.

12. Termination

12.1 Without prejudice to any other right or remedy available to it, either Party may terminate the Contract by giving the other Party 30 days written notice.

12.2 Without prejudice to any other right or remedy available to it, either Party may terminate the Contract immediately by giving written notice to the other Party in the event that:

the other Party does not pay any sum due under the Contract when it is due to be paid and such sum remains outstanding for at least 30 days after receiving written notification to pay that sum;
the other Party commits a material breach of any term of the Contract and (if that breach is capable of remedy) does not remedy that breach within 15 days after receiving written notification to do so;
the other Party (being an individual) is the subject of a bankruptcy petition, application, or order;
the other Party ceases or suspends, or threatens to cease or suspend, carrying on all or a substantial part of its business;
the other Party (being an individual) dies, or due to illness or incapacity (whether mental or physical), becomes incapable of managing their own affairs or becomes a patient under any mental health legislation.

12.3 For the purposes of sub-Clause 12.2(b), a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

13. Effects of Termination

Upon the termination or expiry of the Contract for any reason:

13.1 any sum owing by either Party to the other Party under the Contract shall become immediately due and payable;

13.2 the Service Provider shall immediately return any and all Client Materials in its possession. The Service Provider shall be fully and solely responsible for Client Materials in its possession until they are returned to the Client and shall not use the same for any purpose which is not connected with the Contract. In the event that the Service Provider fails to return any Client Materials within 30 days of the termination or expiry of the Contract, the Client shall have the right to enter the Service Provider’s premises to take possession of them;

13.3 each Party shall (except to the extent referred to in Clause 7 (Confidentiality) immediately cease to use, either directly or indirectly, any Confidential Information belonging to the other Party, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information;

13.4 termination or expiry shall not affect or prejudice any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination or expiry including, but not limited to, the right to claim damages or any other remedy in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

13.5 any provision of the Contract which either expressly or by implication is intended to continue in force or come into force after or upon the termination or expiry of the Contract shall remain in full force and effect.

14. No Waiver

No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

15. Further Assurance

Each Party shall execute and do all such further deeds, documents, and things as may be necessary to carry the provisions of the Contract into full force and effect.

16. Variation

Other than as set out in these Terms and Conditions, no variation of the Contract including, but not limited to, the introduction of any additional terms and conditions, shall be effective unless it is made in writing and signed by the Parties (or their authorized representatives).

17. Severance

In the event that one or more of the provisions of the Contract is found to be unlawful, invalid, or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Contract. The remainder of the Contract shall be valid and enforceable.

18. Assignment and Sub-Contracting

18.1 The Contract shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-license, or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

18.2 Service Provider shall be entitled to perform any of the obligations undertaken by it through any other member of its group or suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Contract, be deemed to be an act or omission of the Party in question.

19. Third Party Rights

19.1 No part of the Contract shall be intended to confer rights on any third parties.

19.2 Subject to this Clause 19, the Contract shall continue and be binding on the transferee, successors, and assigns of either Party as required.

20. Relationship of the Parties

Nothing in the Contract shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Contract.

21. Notices

21.1 All notices under the Contract shall be in writing and deemed duly given if signed by, or on behalf of, a duly authorized officer of the Party giving the notice.

21.2 All notices under the Contract shall be addressed to the email address [email protected] or as otherwise notified in writing by either Party to the other from time to time.

21.3 Notices shall be deemed to have been duly given when sent if sent by email or any other written form, and successful confirmation of receipt or read receipt is generated.

22. Entire Agreement

22.1 The Contract constitutes the entire agreement between the Parties with respect to its subject matter.

22.2 Each Party acknowledges that, in entering into the Contract, it shall not rely on any representation, warranty, assurance, or other provision (made innocently or negligently) except as expressly provided in the Contract.

23. Law and Jurisdiction

23.1 The Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Republic of Poland.

23.2 Any dispute, controversy, proceedings or claim between the Parties relating to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of Republic of Poland.

Standard Service Terms and Conditions