This document is an official offer of RUMBA ENTERPRISES LIMITED, a legal entity established under the laws of Gibraltar, having its registered office at Madison Building, Midtown, Queensway, Gibraltar, GX11 1AA, Gibraltar (the “Customer”), to conclude service agreement to remotely receive services from any Eligible Individual (as defined below) (the “Contractor”) subject to the terms and conditions of the Offer as described herein.
In this Offer, where the context admits, the definitions given below shall have the following meanings:
“Confidential Information” means results of the Services, and any other information, including any text, documents, files, photos, images, videos and other media files, provided to, or created by, the Contractor under this Agreement, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form.
“Eligible Individual” means any natural person who is of legal age under the laws of his/her place of residence, and recognized by Customer as having necessary skills and experience to provide the requested Services.
“Services” means customer support services, including, but not limited to:
“Quote for Services” means an e-mail sent by Customer to Eligible Individual with the description of required Services, fees (costs) and payment terms.
“Customer e-mail address” means firstname.lastname@example.org or any other e-mail address provided to the Contractor with the above e-mail address in copy.
Any natural person who has an intent to provide the Services shall send an e-mail to Customer’s e-mail address with evidences supporting his/her skills and experience attached. Customer shall at its sole discretion evaluate skills and experience of such person and provide either the Quote for Services or refusal to conclude the Agreement for any or no reason. If Eligible Individual accepts the Quote for Services by sending an e-mail to the Customer e-mail address with the following wording “I have read and agree with the Quote for Services and the terms of the Offer available at http://helpo.company/public-offer.html”, the Agreement is deemed to be concluded and comes into force on the date when the relevant e-mail is received by the Customer (the “Effective date”).
By accepting the Quote for Services, the Contactor and the Customer (the “Parties”) consent to electronically receive, via their e-mail, all records and notices, such as terms, notices, and communications, in respect of the Services provided to the Customer under the Agreement.
The Contractor authorizes the Customer to make, directly or through the third parties, any inquiries the Customer considers necessary to validate the Contractor’s identity. At Customer’s request, the Contractor must: (1) provide the Customer with additional information regarding his/her identity, which may include Contractor’s date of birth and/or other information that will allow the Customer to reasonably identify the Contractor; (2) take steps to confirm the ownership of Contractor’s email address or financial instruments; or (3) verify Contractor’s information against third party databases or through other sources.
At Customer’s request, the Contractor must also provide copies of identification documents (such as passport or driver's license).
The Contractor hereby confirms and guarantees that he/she is fully responsible for the validity of payment ID provided by him/her to the Customer. Therefore, Service fee payments to the mentioned payment ID shall be considered to be the Service fee payments provided directly to the Contractor, regardless of whether such payment ID belongs to the Contractor or to a third party (e.g. Contractor’s representative). In case the payment ID does not belong to the Contractor, the Contractor and the third party (e.g. Contractor’s representative) shall settle payments between each other under a separate agreement. The Contractor shall not file any claims against the Customer as to the Service fee paid by the Customer to the payment ID provided by the Contractor and the Contractor hereby releases the Customer from any and all liability in this respect.
1. Services and Price
А. Subject Matter
Subject to this Agreement, the Customer orders and the Contractor undertakes to provide the Services as described in the Quote for Services during the term of this Agreement.
B. Services Ordering
During the term of this Agreement, the Customer, from time to time, may notify the Contractor by means of communication (telephone, e-mail) of the need for provision of the Services (the "Order").
Within 3 (three) business days after receiving the Order, the Contractor: (i) clarifies with the Customer the specific scope of the Services, their volume, timing, and methods of provision and begins the provision of the Services, or (ii) notifies the Customer about the impossibility of providing the Services, specifying grounds for the refusal.
During the actual performance of the Services, the Customer may amend the previously agreed volumes, terms and methods of Services provision or cancel the Order.
С. Acceptance of Services
With the aim of quality control, the Services may be accepted by the Customer on a monthly basis in portions set forth in the Contractor's invoice.
To this extent, the Contractor will provide the Customer by e-mail or via Services tracking system specified in the Quote for Services with invoice, which the Customer in the absence of objections shall review within 5 (five) business days from the date of receipt thereof (the “Approval Period”), and pay for the Services within the period indicated in section 1(D) of this Agreement.
If the Customer does not notify the Contractor of the objections to the Services specified in the relevant invoice within the Approval Period, such invoice shall be deemed approved by the Customer and the Services described therein shall be deemed accepted.
D. Consideration and Payment Terms
The cost of the Services indicated in the Quote for Services is based on skills and experience of the Contractor, as well as on the complexity of the Services. The Quote for Services shall contain (i) the price of one hour of the Services, or (ii) fixed monthly fee, or (iii) fees for certain quantity of Services. If the Parties agree on a fixed monthly fee, the Customer is entitled to put into operation any number of Orders within any current month.
The Service fee shall be payable by the Customer within 10 (ten) business days from the date of the Services acceptance pursuant to section 1(C). The Customer may pay the Contractor in several installments. The Parties may establish a different payment procedure by mutual written agreement (e-mail shall be sufficient).
The Service fees may be paid to the Contractor to his/her card account, epayments account, via PayPal, or otherwise, as agreed by the Parties in writing (e-mail shall be sufficient).
The Customer has the right to change unilaterally and proportionally any Service fee to be paid to the Contractor for any reporting period in case if, including, but not limited to, the scope of Services rendered by the Contractor differs from the requested in the reporting period. In case of the Contractor’s failure to perform Services that were paid in advance, the Contractor shall repay the Customer all the advance payments made within 3 (three) calendar days following the Customer’s request (e-mail suffice).
The Parties hereby agree that the payment for Services may be settled by a third Party chosen unilaterally by the Customer, and the Contractor hereby confirms and guarantees that he/she is in no need of and shall not demand any additional notices of the payer change circumstances stipulated herein.
The entering into this Agreement, as well as any other Confidential Information shall be strictly confidential and, therefore, the Contractor shall not use the Confidential Information for his/her own purposes or disclose it to any third party without prior written consent of the Customer. The Parties agree to undertake whatever measures that are reasonably necessary to protect its confidentiality both during the term of this Agreement and 3 (three) years after its termination or expiration.
In case the Customer grants the Contractor access to any servers, computer systems or other physical resources, the Contractor shall not use such access for any purpose other than for the provision of Services to the Customer under this Agreement.
3. Intellectual Property Ownership
A. Accrual of Intellectual Property Rights
The Parties agree that if while performing the Services the Contractor, either independently or jointly with the Customer and/or third parties, creates any works, inventions, methods and research processes, as wells as other results of intellectual activity protected by intellectual property law or similar law anywhere in the world (including software, digital or other computer files containing information, databases, text, illustrations, designs, images, videos, objects, sounds), and any objects, specimens, combining or embodying intellectual property rights, in whatever form or media, and any documentation and records associated with them (the "Objects"):
1) The moral rights to the Objects belong to the creator (creators) since the creation of the Objects. In this case, Contractor: (a) gives Customer the right to complete, alter, adapt, use parts and otherwise modify the created Objects without prior approval from the Contractor or other creators engaged by the Contractor upon the Customer’s permission. The Contractor agrees that such changes will not be considered a violation of the exclusive moral rights to the integrity of the Objects; (b) the Contractor hereby prohibits the Customer, and the Customer agrees not to specify the name of the creator (creators) on the Objects and their instances during their use, unless otherwise agreed in writing between the Parties in relation to each individual Object, with the exception of cases where such indication is required by law, by the competent public authorities or practical necessity, as determined at the discretion of the Customer.
2) All and any property rights to the Objects since their creation fully belong to the Customer, which may be confirmed by settlement for the relevant Services. For the avoidance of doubt, the Customer will receive all property rights to any Object that will be created in the process of the Services provision, including, but not limited to: the right to use such Objects in all ways; the exclusive right to authorize third parties to use such Objects and any derivative intellectual property created on their basis; the exclusive right to prevent and/or prohibit unauthorized use of the Objects by third parties; the right to distribute such Objects; the right to provide the public access to these Objects reproduced in any material form, for instance, through the provision of network access, including the Internet and other means; the right to modify, translate, adapt or otherwise create derivative works based on or using such Objects; the right to create collective works by inclusion to them of such Objects or derivative works created on the basis of such Objects; the right to copy, produce, distribute, sell, lease, transfer, assign, grant licenses and sublicenses to such items; the right to apply for registration and to security documents in relation to copyright, inventions, useful models, industrial samples, trademarks for goods and services and other types of intellectual property throughout the world on the basis of the specified Objects; and the right to import and export these Objects; the right to preserve the confidentiality of any information related to such Objects; the right to carry advertising for such Objects in any form, by any means, via the Internet, radio, television, print and other media in any different ways; any other intellectual property rights that may be provided by law, depending on the circumstances.
В. Without limiting anything set forth in section 3(A) above, and for the purpose of ensuring enforcement and application of the respective provisions, the Contractor hereby transfers and assigns fully and irrevocably to the Customer all exclusive proprietary rights, title and interest of the Contractor to the Objects (including those owned jointly with third parties and those received from third parties, if any).
С. Pre-Existing Intellectual Property and Third-Party Materials
The Contractor undertakes not to incorporate into any Objects or utilize in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept or other proprietary information or intellectual property owned by the Contractor or in which the Contractor has an interest (the “Pre-existing intellectual property”), as well as proprietary information or intellectual property owned by any third party without Customer’s prior written permission (e-mail suffice). The Contractor agrees that if, in the course of performing the Services, Contractor incorporates into any Object or utilizes in the performance of the Services any Pre-existing intellectual property, the Customer is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to create, order creation, use, import, offer for sale, sale, reproduce, distribute, modify, adapt, create derivative works, display, perform or otherwise exploit such Pre-existing intellectual property without any restrictions, including when it is a part of the Objects or relates to them.
D. Author’s remuneration
Remuneration for creation of any and all Objects and transfer of the exclusive proprietary rights, title and interest of Contractor to the Objects and proprietary rights therein to the Customer, as well as any other remunerations that may be due to the Contractor in connection with the foregoing, are deemed to be included to the respective payment for Services that resulted in creation of the relevant Objects.
E. Assistance to Customer
The Contractor undertakes to assist the Customer or its authorized representatives in all actions for the protection of intellectual property rights both to the Objects created during the provision of the Services and the Pre-existing intellectual property. For this purpose, if needed, the Contractor shall provide all necessary information, sign and submit all documents required for registration and receiving by Customer or its authorized representatives the security documents in respect of the abovementioned assets and intellectual property rights to them.
4. Conflict of Interests
The Contractor represents and warrants that the Contractor has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, the Contractor’s obligations to the Customer under this Agreement, and/or Contractor’s ability to perform the Services. The Contractor undertakes not to enter into any such conflicting agreement during the term of this Agreement.
5. Return of Customer Materials
Upon the termination of this Agreement, or upon Customer’s earlier request within the term hereof, the Contractor shall immediately deliver to the Customer, and will not keep in its possession, recreate, or deliver to anyone else, any and all Customer’s property, including, but not limited to, Confidential Information, tangible embodiments of the Objects, all devices and equipment belonging to the Customer, all electronically-stored information and passwords to access such property and any reproductions of any of the foregoing items that the Contractor may have in its possession or control.
6. Personal Data
A. The Contractor’s consent.
The Contractor hereby gives his/her consent to the processing of his/her personal data by the Customer. In particular, the Contractor gives his/her consent to perform any of the actions or series of actions, including, but not limited to, receiving, storing, use, inclusion to the database, distribution, supplementing or otherwise modifying, depersonalization, deletion of the Contractor’s personal data, either in a written (paper), electronic or other form. For the purposes of this section, the term “personal data” includes, in particular, the following personal data: name, surname, patronymic name, date of birth, passport details, identification number, private entrepreneur`s registration data, address, other contact information, as well as other personal data provided for the purpose of entering into or performing this Agreement, settlements, bookkeeping and accounting, communications with governmental bodies in the course of Customer`s business activities, for fulfilment of internal regulations, procedures and policies applied by the Customer, as well as for other purposes, which do not contradict the effective applicable laws and regulations. In addition, the Contractor gives his/her consent to the transfer of his/her personal data to third parties, as well as to the cross-border transfer of his/her personal data, solely for the purpose envisaged by this consent provided in this clause.
B. The Customer’s Database.
The Contractor hereby warrants and confirms to the Customer that he/she is notified on inclusion of his/her personal data to the Customer’s database containing personal data as well as on the composition and content of his/her personal data collected by the Customer, purposes of processing of his/her personal data, information on persons to which/whom his/her personal data will be transferred pursuant to this Article 6 (Personal Data).
C. The Contractor’s rights.
The Contractor is notified on his/her rights in respect of the personal data, in particular:
7. Term and Termination
This Agreement shall take effect on the Effective date and, unless terminated earlier pursuant to Section 7(B) below, shall continue in effect within 12 (twelve) full months from the Effective Date (the “Term”). The Agreement shall automatically renew for the same Term unless terminated by either Party by sending 1 (one) month prior written notice on its termination to the other Party.
The Contractor may terminate this Agreement upon giving the Customer 2 (two) weeks prior written notice on its termination.
The Customer may terminate this Agreement upon giving the Contractor written notice on its termination. In this case, the Agreement shall be deemed terminated on the date of the notice, unless otherwise indicated in such notice.
Upon any termination, all rights and duties of Customer and Contractor toward each other shall cease except:
(1) Customer will pay, within 30 (thirty) business days after the effective date of termination, all amounts owing to Contractor for Services completed and accepted by Customer prior to the termination date; and
(2) Article 2 (Confidentiality), Article 3 (Intellectual Property Ownership), Article 5 (Return of Customer Materials), Article 8 (Governing Law), Article 9 (Independent Contractor), Article 10 (Indemnification), Article 11 (Limitation of Liability), and Article 12 (Miscellaneous), shall survive termination or expiration of this Agreement in accordance with their terms.
8. Governing Law
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with the laws of England and Wales. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by the English court.
9. Independent Contractor
It is the express intention of Customer and Contractor that Contractor performs the Services as an independent contractor to the Customer. Nothing in this Agreement shall in any way be construed to designate Contractor as an agent, employee or representative of the Customer. Without limiting the generality of the foregoing, Contractor is not authorized to bind the Customer to any liability or obligation or to represent that Contractor has any such authority. The Contractor agrees to furnish all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance, except the Parties agree otherwise in writing. The Contractor acknowledges and agrees that Contractor is obligated to report on all compensation received by Contractor for the Services in a manner prescribed by the applicable law.
The Contractor agrees to indemnify and hold harmless the Customer and its affiliates, employees, directors, chief executive officers and other officers from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (i) any negligent, reckless or intentionally wrongful act of Contractor or Contractor’s assistants, employees, contractors or agents, (ii) any breach by the Contractor or of any of the covenants contained in this Agreement, (iii) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Customer’s use of the Objects or other deliverables of Contractor under this Agreement.
11. Limitation of Liability
IN NO EVENT THE CUSTOMER SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, REGARDLESS OF THE WAY OR FORM THEY ARE CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER OR NOT THE CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL CUSTOMER’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO THE CONTRACTOR UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INTELLECTUAL PROPERTY GIVING RISE TO SUCH LIABILITY.
A. Force Majeure
Neither Party shall be liable for any failure to perform any obligation or provide Services hereunder in case of any: (i) act of God, (ii) war, riot or civil commotion, (iii) governmental acts or directives, (iv) strikes, work stoppage, or equipment or facilities shortages not in the reasonable control of either Party, or (v) other similar force beyond such Party's reasonable control. Should a force majeure event last for more than 30 (thirty) calendar days, each Party shall be entitled to terminate this Agreement by giving to the other Party a 30 (thirty) calendar day prior written notice.
For the avoidance of doubt, the Party is released from the liability under this section 12(A) if the certificate (or other equivalent document) evidencing the relevant force majeure event issued by the competent authority is provided to the other Party.
B. Liability of the Parties
The Parties shall be held liable for non-performance or improper performance of their obligations hereunder pursuant to the terms of this Agreement and governing law.
This Agreement will be binding upon Contractor’s heirs, executors, assignees, administrators, and other legal representatives, and will be for the benefit of Customer, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as expressly stated herein. Except as may otherwise be provided in this Agreement, the Contractor may not sell, assign or delegate any rights or obligations under this Agreement, except the involvement of third parties to provide Services upon the Customer’s written permission. Notwithstanding anything to the contrary herein, the Customer may assign this Agreement and its rights and obligations under this Agreement to any entity based on Customer’s sole discretion.
D. Entire Agreement
This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and verbal agreements, discussions, or representations between the Parties. Contractor represents and warrants that he/she is not relying on any statement or representation not contained in this Agreement.
Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.
If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or any portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
G. Modification and Waiver
No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement by the Contractor shall be effective unless agreed by the Parties in an e-mail exchange. The waiver by the Customer of a breach of any provision of this Agreement shall not operate as a waiver of any other or subsequent breach.
The Customer has the right for unilateral modification or amendment of this Agreement by updating its text on this website. These changes are effective immediately after they are posted on this page (amendment date).
It shall be the obligation of the Contractor to review this page occasionally to stay informed of any changes. The provision of Services by the Contractor after the relevant changes have been posted shall constitute the Contractor’s acceptance of such changes. If the Contractor does not agree with the changes, he/she may terminate the Agreement as specified in Article 7 hereof.
In the absence of evidence of the earlier receipt, any notice or other communication required or permitted by this Agreement to be given to a Party shall be deemed given (i) if delivered personally – upon being served personally, (ii) if sent by courier service – 2 (two) days after being deposited with the courier, (ii) when sent by confirmed facsimile, or by e-mail – on the following day after sending.