Optional Service Agreement
When a Participants who wish to enter into a service contract in conjunction with the Marketplace (e.g. a Roaster or Producer wanting to procure services from a Facilitator or a Customer of Roaster wanting to procure services from the Roaster), they are free to agree on this Optional Service Agreement in whole or in part, or to agree to different or additional terms.
However, if and to the extent that the Participant who are party to a service contract relating to the Marketplace have not agreed to different terms, then they agree to incorporate this Optional Service Agreement. Participants may not, by agreement amongst themselves, alter the rights or responsibilities of the Company or agree to any terms that would violate the terms and conditions of the Marketplace. Neither the Company, nor any affiliate of the Company is a party to any service contract by or between Participants regardless of whether this Optional Service Agreement is incorporated.
You acknowledge and agree that Participants have discretion whether to contract with each other and will negotiate and determine the specific terms of their service contracts with each other. The Optional Service Agreement is a sample only, which may not be appropriate for all service contracts and which may be adjusted and added to as Participants deem appropriate.
The parties to any service contract incorporating this Optional Service Agreement (“Service Contract”) are (i) the Participant who has agreed to purchase services (the “Buyer”) and (ii) the Participant who has agreed to provide such services (the “Service Provider”) by way of mutual agreement concluded on the Marketplace.
The Buyer and the Service Provider will in this Service Contract independently be referred to as a Party and jointly to as Parties.
The Buyer and the Service Provider agree that the Service Provider is performing services as an independent contractor and that Service Provider is not an employee or agent of the Buyer. The Service Provider will perform the agreed upon services in a professional and workmanlike manner (the “Services”) and will timely deliver any agreed upon result of the Services (the “Result”). The manner and means of performing the Services will be determined and controlled solely by the Service Provider, which is engaged by the Buyer as an independent contractor.
The terms concerning the Services to be performed under the Service Contract described on the Marketplace form part of the Service Contract. The Parties agree that, once accepted, the terms of the Service Contract cannot be modified by a Party without obtaining the consent of the other.
3. BUYER PAYMENTS AND BILLING
The Buyer shall, subject to the Service Provider performing the Services in accordance with the Service Contract, pay the Service Provider the agreed upon charges for the Services. Unless otherwise agreed, the Service Provider shall invoice the charges upon the completion of the Services and all correct invoices shall be due and payable within 30 days’ of the Buyer’s receipt.
Notwithstanding the foregoing, recurring Services shall be invoiced monthly in arrears in which case the Service Provider together with the invoice shall provide to the Buyer a specification of the Services provided during the previous month together with the price for such Services. Unless otherwise agreed, the Service Provider’s standard hourly rate as communicated on the Marketplace shall apply. If no standard hourly rate has been communicated and no hourly rate has been agreed, then the hourly rate used by the Service Provider on the last assignment in relation to the Marketplace shall be used. If no such services have been performed, then the Service Provider’s standard hourly rate shall apply.
4. TERMINATION OF A SERVICE CONTRACT
The Service Contract shall be considered terminated when the Services have been performed and approved and the last invoice has been paid. For recurring Services without an end date, either Party may terminate such Service Contract upon giving to the other Party a prior written notice of no less than 30 days.
Both Parties may terminate a Service Contract in advance if the other Party other than immaterially breaches its undertakings of a Service Contract and fails to remedy such breach within 30 days of obtaining a written notice thereof. For fixed priced Service Contract the Buyer shall in such case pay to the Service Provider an amount corresponding to the value of the Services actually received. The terminating party may claim damages in addition to terminating the Service Contract.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Third party rights
Service Provider represents and warrants that it will not incorporate or use the materials of any third party including those of any other client or any employer, in performing the Services that are not generally available for use by the public or have not been legally transferred to the Buyer.
5.2 Buyer materials
Buyer grants Service Provider a limited, non-exclusive, revocable right to use any Buyer materials as necessary solely for the performance of the Services under the applicable Service Contract. Buyer reserves all other rights and interest, including, without limitation, all intellectual property rights, in and to such materials. Upon completion or termination of the Service Contract Service Provider will immediately return all such materials to Buyer.
Upon Service Provider’s receipt of full payment, the Result (except for any material owned or licensed by the Service Provider that has been included in the Result after approval by the Buyer), including without limitation all intellectual property rights in the Result, will be the sole and exclusive property of Buyer. If Service Provider has any intellectual property rights to the Result that are not owned by Buyer upon receipt of payment, Service Provider hereby automatically irrevocably assigns to Buyer all right, title and interest worldwide in and to such intellectual property rights.
5.4 License to background materials
Upon Service Providers’s receipt of full payment, Service Provider hereby automatically grants to Buyer a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense, to reproduce, make derivative works of, distribute in any form or medium and exercise any and all present or future rights in any background materials incorporated in the Result.
Service Provider will assist Buyer in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce intellectual property rights relating to Result in all countries.
6. CONFIDENTIAL INFORMATION
The recipient will protect the secrecy of the discloser’s confidential information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care.
If and when confidential information is no longer needed for the performance of the Services for a Services Contract the party that received confidential information, will, at its expense, promptly destroy or return the disclosing party’s confidential information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
7. GOVERNING LAW AND DISPUTE RESOLUTION
The Service Contract shall be governed by the laws of the country of the Buyer’s residence, notwithstanding that country’s regulation regarding choice of law.
In case of a dispute concerning the Service Contract, the Parties undertake to first seek to settle the dispute amicably through the dispute process on the Marketplace. If no such solution is agreed, the Parties agree that any dispute, controversy or claim arising out of or in connection with the Service Contract, or the breach, termination or invalidity thereof, shall be finally settled by the courts of the country of the Buyer’s residence.