Terms of service.
THIS TERMS OF SERVICE AGREEMENT (the “Agreement”) is dated this 4th day of April, 2023.
BACKGROUND
The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Contractor (individually the “Party” and collectively the “Parties” to this agreement) agree as follows:
SERVICES PROVIDED
The Clinet hereby agress to engage the Contractor to provide the Client with the following services (The “Services”): 3D Printing Service.
The Services will also include any other tasks which the Parties may agree on. The Contractor hereby afress to provide such Services to the Client.
TERM OF AGREEMENT
3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the PArties.
4. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party can do so immediately by serving written notice on the other Party.
PERFORMANCE
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
PAYMENT
6. The Contractor will charge the Client for the Services as follows (the ‘Payment’):
An initial deposit will be paid to cover materials, time and tool cost for the Service.
If either Party wishes to terminate this Agreement, a full refund on the deposit will be returned if no time or materials have yet been used for the Service.
If the Client wishes to terminate this Agreement, a partial refund on the deposit will be returned if time, materials and/or tooling have been used for the Service.
If the Contractor wishes to terminate this Agreement, a full refund on the deposit will be returned if time, materials and/or tooling have been used for the Service.
7. Invoices submitted by the Contractor to the Client are due upon receipt.
8. The Contractor will be responsible for all income tax liabilities and PRSI or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.
REIMBURSEMENT OF EXPENSES
9. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. The Contractor will only be reimbursed for expenses submitted according to the following guidelines:
Changes to the order after Services have begun or after Services have been completed.
CONFIDENTIALITY
10. Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
11. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply During the Term and will survive indefinitely upon termination of this Agreement.
12. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
13. All intellectual property and related materials, including any trade secrets, moral rights, goodwill, releveant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property’) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the the Intellectual Property by the Client will not be restricted in any manner.
14. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
RETURN OF PROPERTY
15. Upon the expiry or termination of this Agreement, the Contractor will return to the Client and property, documentation, records or Confidential Information which is property of the Client.
16. In the event that this Agreement is terminated by the Client prior to completion the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between Parties, to compensation in lieu of recovery.
CAPACITY/INDEPENDENT CONTRACTOR
17. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
18. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor ro perform some or all fo the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
19. In the event that the Contractor hires a sub-contractor:
The Contractor will pay the sub-contractor for its services and the Payment will remain payable by the Client to the Contractor.
for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
AUTONOMY
20. Except as otherwise provided in this Agreement, the Contractor will have full control over the working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
EQUIPMENT
21. Except as otherwsie provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
NO EXCLUSIVITY
22. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
NOTICE
23. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the following address:
Mark Roantree
18 Kilmacud Park,
Stillorgan,
Dublin,
A94K6H6
Ireland
Or to such other affress as either Party may from time to time notify the other.
INDEMNIFICATION
24. Except to the extent paid in settlement from any applicable insurance policies, and to the extend permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occures in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
25. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
26. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
27. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
28. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
29. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
TITLES/HEADINGS
30. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
31. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW
32. This Agreement will be governed by and construed in accordance with the laws of Ireland.
SEVERABILITY
33. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
34. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.