GradSkills Template Service Contract

• 1.Terms and Conditions

  1. 1.1

     These Terms and Conditions apply to all services provided by a Freelancer to a Client following a referral under GradSkills platform. However, the Freelancer and the Client may agree in writing amendments to these Terms and Conditions.

• 2.Definitions and Interpretation

  1. 2.1

     In these Terms and Conditions, the following words have the following meanings:

     Client: the party purchasing Services;

     Client Content: all content and materials provided by the Client to the Freelancer so that the Freelancer can provide the Services;

     Confidential Information: shall have the meaning given to it in Condition 9;

     Deliverables: the documents, materials and other content provided or made available by the Freelancer to the Client as a result of the provision of the Services;

     Project Fee: the fee for the Services;

     Freelancer: the party providing the Services;

     GradSkills: GRADSKILLS LTD of 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom;

     GradSkills Terms: The terms of use of GradSkills;

     IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design right, rights in trade, business or domain names, rights in trade dress, rights in inventions, performers rights, rights in confidential information or know-how or any similar or equivalent rights in any part of the world;

     Milestone: a milestone for the provision of the Services which may either be an Individual Milestone for a one-off Service, or a Repeating Milestone for a repeated;

     Services: all services to be provided by the Freelancer to the Client;

     Specification: any specification for the Services agreed between the Freelancer and the Client including details of the Milestones;

     Subcontractor: any third party engaged by the Freelancer in relation to the Services; and

     Working Day: any day other than a Saturday, Sunday or public holiday in England.

  2. 2.2

     Words in the singular include the plural and words in the plural include the singular.

  3. 2.3

     Headings shall not affect the interpretation of these Terms and Conditions.

  4. 2.4

     References to Conditions are references to the Conditions of these Terms and Conditions.

  5. 2.5

     A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

  6. 2.6

     Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.

  7. 2.7

     Any phrase introduced by the words including or includes shall be construed as illustrative and shall not limit the generality of the related general words.

• 3.Services

  1. 3.1

     The Freelancer shall provide the Services in accordance with the Specification, with all reasonable skill and care and in accordance with all applicable laws and regulations.

  2. 3.2

     The Freelancer shall use its reasonable endeavours to meet any timetable set out in the Specification. The Freelancer shall not be liable for any delay caused by the act or omission of the Client or any authorised representative of the Client.

  3. 3.3

     Notwithstanding the provisions of Conditions 3.1 and 3.2, the Freelancer shall (a) determine the method and manner of the Services; (b) determine the time for the provision of the Services; (c) determine the location for the provision of the Services; and (d) provide any equipment and materials as may be required to provide the Services.

  4. 3.4

     The parties agree that the Freelancer is an independent contractor providing services and is not an employee of the Client. The Freelancer bears sole responsibility for deductions and payment of any tax and national insurance contributions which may be due or owing in relation to the Project Fee.

  5. 3.5

     If the Client requests a change to the Services, the Freelancer will notify the Client whether the change is acceptable, together with details of any change to the Milestones and/or to the Project Fee. The Client shall notify the Freelancer whether such changes are agreed. For the avoidance of doubt, the Freelancer shall be under no obligation to carry out any change to the Services unless the Client has agreed to the change to the Project Fee in writing.

  6. 3.6

     If the Services include the processing of personal data provided by the Client to the Freelancer, then the Freelancer shall enter into any data processing agreement as requested by the Client in order to comply with the relevant provisions of all applicable data protection legislation.

• 4.Client Content

  1. 4.1

     The Client warrants, represents and undertakes that (a) nothing in the Client Content is in breach of any law, statute, or regulation; (b) nothing in the Client Content contains any viruses or other computer programs intended to damage, detrimentally interfere with and/or surreptitiously intercept any system, network or platform; and (c) use by the Freelancer of the Client Content to provide the Services shall not infringe the IP Rights of a third party.

  2. 4.2

     The Client shall indemnify the Freelancer from and against all costs, claims, demands, liabilities, expenses, damages or losses arising out of or in connection with any breach of the warranties contained in Condition 4.1 above.

  3. 4.3

     The Client grants to the Freelancer a non-exclusive right and licence together with the right to sub-license to use, amend, reproduce and distribute the Client Content in order to carry out the Services.

• 5.Deliverables

  1. 5.1

     On receipt of the Project Fee, the Freelancer assigns to the Client the IP Rights in the Deliverables and waives all moral rights it may have in the Deliverables.

  2. 5.2

     The Freelancer warrants, represents and undertakes that

     1. (a)

        nothing in the Deliverables is in breach of any law, statute, or regulation;

     2. (b)

        nothing in the Deliverables contains any viruses or other computer programs intended to damage, detrimentally interfere with and/or surreptitiously intercept any system, network or platform; and

     3. (c)

        use by the Client of the Deliverables shall not infringe the IP Rights of a third party.

  3. 5.3

     The Freelancer shall indemnify the Client from and against all costs, claims, demands, liabilities, expenses, damages or losses arising out of or in connection with any breach of the warranties contained in Condition 5.2 above.

• 6.Subcontractors

  1. 6.1

     The Freelancer shall be entitled, at its own cost, to sub-contract elements of the Services, provided that the Freelancer notifies the Client in advance that it plans to use a Sub-contractor in relation to part of the Services and the Client consents in writing to such use (such consent not to be unreasonably withheld). Freelancer warrants that any Sub-contractor shall be suitably qualified and experienced to perform the Services.

  2. 6.2

     The Freelancer shall ensure that all Sub-contractors enter into a written contract with the Freelancer prior to the Sub-contractor performing any of the Services. All such contracts shall be consistent with these Terms and Conditions. At the request of the Client, the Freelancer shall provide the Client with a copy of all draft terms with Sub-contractors for the Client’s approval prior to the Freelancer engaging the Sub-contractor.

  3. 6.3

     The Freelancer shall act as principal and not agent for the Client in all contracts with Sub-contractors. The Freelancer acknowledges and agrees that it shall be fully responsible for the acts and omissions of all Sub-contractors as if they were the acts and omissions of the Service Provider.

• 7.Payment

  1. 7.1

     Payment shall be made in accordance with the GradSkills Terms.

  2. 7.2

     It is understood that the Freelancer is not registered for VAT purposes. If the Freelancer is in fact registered for VAT purposes, it shall notify the Client before the start of the provision of the Services.

• 8.Liability

  1. 8.1

     Except as set out in these Terms and Conditions, and to the extent permitted by law, no representations, warranties or conditions are given or assumed by either party. Each party agrees that is has not relied upon any other representations, warranties or conditions to enter into these Terms and Conditions.

  2. 8.2

     Each party excludes any and all liability to the other party for

     1. (a)

        loss of profit;

     2. (b)

        loss or corruption of data or information;

     3. (c)

        business interruption;

     4. (d)

        loss of business opportunity or anticipated saving; and/or

     5. (e)

        any indirect or consequential or incidental loss incurred even if advised of the possibility of such losses.

  3. 8.3

     Nothing in these Terms and Conditions shall operate to limit or exclude a party’s liability for

     1. (a)

        death or personal injury resulting from negligence;

     2. (b)

        fraud or fraudulent misrepresentation; and/or

     3. (c)

        any other liability that cannot lawfully be excluded under English law.

• 9.Confidential Information

  1. 9.1

     Confidential Information shall mean all information which is marked confidential or is manifestly by its nature confidential, whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, customers, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).

  2. 9.2

     The Receiving Party shall not, and shall ensure that its employees shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations under these Terms and Conditions.

  3. 9.3

     The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under these Terms and Conditions and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.

  4. 9.4

     The provisions of Conditions 9.1, 9.2 and 9.3 shall not apply to any Confidential Information which is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party; is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or is required to be disclosed by any court, government or administrative authority competent to require disclosure.

• 10.Termination

  1. 10.1

     A party can terminate the Services only with effect from the end of the current Milestone(s).

  2. 10.2

     Without prejudice to any other rights or remedies which may be available, either party shall be entitled to give notice in writing to the other party terminating the Services with immediate effect if

     1. (a)

        the other commits any material breach and if such breach is capable of remedy fails to remedy that breach within 10 Working Days of being notified of the breach; and/or

     2. (b)

        the other party being an individual becomes bankrupt, or being a company enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).

  3. 10.3

     Following termination the Client shall pay to the Freelancer that proportion of the Project Fee which is appropriate to the proportion of the Services which have been provided to the effective date of termination.

• 11.Force Majeure

  1. 11.1

     For the purposes of this Condition 11, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm, pandemic or epidemic.

  2. 11.2

     If a party is prevented, hindered or delayed from or in performing any of its obligations by an event of Force Majeure, the affected party’s obligations are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.

  3. 11.3

     If performance of any obligation is prevented, hindered, or delayed for more than 10 Working Days due to an event of Force Majeure either party shall be entitled to terminate the Services on written notice to the other party.

• 12.General

  1. 12.1

     In accordance with the Contracts (Rights of Third Parties) Act 1999, GradSkills shall be entitled to enforce these Terms and Conditions as if it were a party. Nothing in these Terms and Conditions shall confer or purport to confer on any other third party any benefit or the right to enforce any of these Terms and Conditions.

  2. 12.2

     The failure or delay of a party to exercise or enforce any right under these Terms and Conditions shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any other time.

  3. 12.3

     If any provision of these Terms and Conditions is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties.

  4. 12.4

     Nothing in these Terms and Conditions shall create or imply an agency, partnership or joint venture between the parties.

  5. 12.5

     Any notice given under these Terms and Conditions shall be in writing and shall be served by delivering the notice personally, by email or pre-paid first class post to the latest address notified. Any such notice shall be deemed to have been received if delivered personally or by email at the time of delivery, if delivered by first class post 48 hours from the date of posting.

  6. 12.6

     These Terms and Conditions shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English courts.

Last updated: 6 May 2021