Attenders Agreement
Hereafter both the Company (Appreci Limited ) and the Attender collectively referred to as the Parties.
- This Contract is made up of the following:
(a) The Contract Details.
(b) The Conditions.
(c) The Schedules specified in the Contract Details.
2. If there is any conflict or ambiguity between the terms of the documents listed in paragraph 1, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.
1. Interpretation
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in the Republic of Cyprus, when banks in the Republic of Cyprus are open for business.
Charges: the charges payable by the Company for the provision of the Services by the Attender, as set out in the Contract Details and Schedule 2.
Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 14 (General) (inclusive).
Contract: the contract between the Company and the Attender for the provision of the Services in accordance with the Contract Details, the Conditions, and the Schedules specified in the Contract Details.
Company Materials: all materials, advices, rules, specifications and data provided by the Company to the Attender.
Deliverables: all documents, products and materials developed by the Attender or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts), and the Key Deliverables set out in the Contract Details.
Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, or unfair competition, rights in designs, rights in computer software and/or application for smart devices, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Mandatory Policies: the Company’s mandatory policies, as set out in Schedules 1-6, as amended by notification to the Attender from time to time.
Services: the services, including without limitation any Deliverables, to be provided by the Attender pursuant to the Contract, as described in Schedule 1.
Services Start Date: the day on which the Attender is to start the provision of the Services, as set out in the Contract Details.
Attender IPRs: all Intellectual Property Rights either subsisting in the Deliverables (excluding any Company Materials incorporated in them) or otherwise necessary or desirable to enable the Company to receive and use the Services.
1.2 Interpretation:
(a) Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended, or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Commencement and term
The Contract shall commence on the date when the attender has agreed by clicking the box in the sign-up process, this means the agreement of both parties and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than 3 months’ written notice to terminate or as stated on the Termination clause (10).
3. Provision of services
3.1 The Attender shall provide the Services to the Company from the Services Start Date in accordance with the Contract.
3.2 In performing the Services the Attender shall meet, and time is of the essence as to, any performance dates specified in Schedule 1.
3.3 In providing the Services, the Attender shall:
(a) only provide services that he/she is trained to carry out and for which the minimum criteria outlined by the legislation governing the practice in the state or region of the provision of these services is met.
(b) perform the Services with the highest level of care, skill and diligence, promptly, on time, professionally, in accordance with best practice standards, as per the Mandatory Policies;
(c) co-operate with the Company in all matters relating to the Services, and comply with all instructions of the Company;
(d) ensure that he/she is suitably skilled and experienced to perform the tasks assigned to them, to ensure that the Attender’s obligations are fulfilled;
(e) ensure that it obtains, and maintains all consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary to enable it to comply with its obligations in the Contract. It is the attender's responsibility to confirm that all documents and details provided are accurate and up to date as Appreci does not actively monitor any changes;
(f) ensure that the Services and Deliverables shall conform in all respects with the Service description set out in Schedule 1 and that the Deliverables shall be fit for any purpose that the Company expressly or impliedly makes known to the Attender;
(g) provide all know-how, experience, equipment, tools, vehicles and other items required to provide the Services;
(h) ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of the best quality and are free from defects in workmanship, installation and design;
(i) comply with:
(i.i) all applicable laws, statutes, regulations [and codes] from time to time in force; and
(i.ii) the Mandatory Policies.
(j) observe all health and safety rules and regulations and any other reasonable security requirements that apply from time to time and are notified to the Attender;
(k) hold all Company Materials in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation, or as prescribed by the Mandatory Policies;
(l) not do or omit to do anything which may cause the Company to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.
4. Company's obligations
4.1 The Company shall:
(a) provide such guidelines and data, and other advices, as may reasonably be requested by the Attender and agreed with the Company [in writing] in advance, for the purposes of providing the Services;
(b) provide such necessary information for the provision of the Services as the Attender may reasonably request; and
4.2 A failure by the Company to comply with the terms of the Contract can only relieve the Attender from complying with its obligations under the Contract with effect from the date on which the Attender notifies the Company [in writing and in reasonable detail] of the Company’s failure and its effect or anticipated effect on the Services.
5. Title to Deliverables and Company Materials
5.1 All Company Materials are the exclusive property of the Company and should be used only within the scope of the attender's work with appreci.
6. Intellectual property
6.1 The Attender shall retain ownership of all Attender IPRs. The Company shall retain ownership of all Intellectual Property Rights in the Company Materials.
6.2 The Attender grants the Company, or shall procure the direct grant to the Company of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy and modify the Attender IPRs for the purpose of receiving and using the Services during the term of the Contract and for the duration of any exit assistance services provided under clause 12(b).
6.3 The Company may sub-license the rights granted in clause 6.2 to any entity of the Company’s Group and/or to any company deems fit.
6.4 The Company grants the Attender a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Company Materials for the term of the Contract for the purpose of providing the Services to the Company in accordance with the Contract.
6.5 The Attender shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by the Company arising out of or in connection with any claim brought against the Company for actual or alleged infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt, use or onward provide of the Services by the Company. This clause 6.5 shall survive termination of the Contract.
7. Charges and payment
7.1 In consideration for the provision of the Services, the Company shall pay the Attender the Charges in accordance with this clause 7.
7.2 All amounts payable by the Company exclude amounts in respect of value added tax (VAT) which the Company shall additionally be liable to pay to the Attender at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
7.3 The Attender shall submit invoices for the Charges plus VAT if applicable to the Company [monthly in arrear, on or after the 25th day of each month OR at the intervals specified in Schedule 2. Each invoice shall include all supporting information reasonably required by the Company.
7.4 The Company shall pay each invoice which is properly due and submitted to it by the Attender, within [30] days of receipt, to a bank account nominated in writing by the Attender.
7.5 If the Company fails to make any payment due to the Attender under the Contract by the due date for payment, then, without limiting the Attender’s remedies under clause 10 (Termination), the Company shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Banks of the Republic of Cyprus base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.6 The Company may at any time, without notice to the Attender, set off any liability of the Attender to the Company against any liability of the Company to the Attender, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Company may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Company of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
8. Limitation of liability
8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with this Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
8.3 Nothing in the Contract shall limit the Attender’s liability under the Contract.
8.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
9. Insurance
During the term of the Contract and for a period of 2 years thereafter, the Attender is strongly adviced to maintain in force, with a reputable insurance company, professional and/or life insurance to cover the liabilities that may arise under or in connection with the Contract, and shall produce to the Company on request both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
10. Termination
10.1 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Attender if:
(a) the Attender’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(b) the Attender commits a breach of clause 3.3.
10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified [in writing] to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination [or expiry] of the Contract shall remain in full force and effect.
10.4 Termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11. Exit arrangements
On termination of the Contract for whatever reason:
(a) the Attender shall immediately deliver to the Company all Deliverables whether or not then complete, and return all Company Materials. Until they have been delivered or returned, the Attender shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract; and
(b) the Attender shall, if so requested by the Company, provide all assistance reasonably required by the Company to facilitate the smooth transition of the Services to the Company.
12. Capacity
12.1 The relationship of the Attender with the Company will be that of independent contractor and nothing in this agreement shall render them an employee, worker, agent or partner of the Company and the Attender shall not hold themselves out as such.
12.2 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Attender shall be fully responsible for and shall indemnify the Company for and in respect of:
(a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services. The Attender shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
(b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Attender against the Company arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Company.
12. General
13.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 3 weeks, the party not affected may terminate the Contract by giving 3 days written notice to the affected party.
13.2 Subcontracting. The Attender may not subcontract any or all of its rights or obligations under the Contract.
13.3 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, clients or other Attenders of the, except as permitted by clause 13.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
13.4 Entire agreement. The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver.
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 13.7 shall not affect the validity and enforceability of the rest of the Contract.
13.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by registered post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address specified in the Contract Details.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by registered post the next working day delivery service, at [9.00 am] on the [second] Business Day after posting; [or]
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 13.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 13.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.9 Third party rights.
The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of the Republic of Cyprus.
13.11 Jurisdiction. Each party irrevocably agrees that the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
