SERVICES CONTRACT

Publication date: April 24, 2022 

For the purposes of providing services, both the Kwiker and the Client shall fully agree to these Terms of Service in advance. Services Contract is an agreement concluded between the Kwiker and the Client on the basis of these terms and conditions (“Services Contract” or “Contract”). Users may not, by agreement among themselves, change the rights or obligations of the Company. Neither Kwikwins Ltd (“Company”) nor any affiliate of Kwikwins Ltd is a party to any Services Contract entered into between Kwikers and the Client.  

1.   Parties
The Client and the Kwiker are parties to the Services Contract. The address of each party is the address entered on the Website (https://kwikwins.io/). Kwikwins Ltd is not a party to the Services Contract and is acting as the disclosed agent of the Client under the Terms of use for the Client.

2.   Terms and Definitions
2.1.   The following terms used in this Services Contract shall have the meanings set forth in this section, unless the context of the Contract clearly states otherwise:
“Bundle” is a group of Kwikers composed by the Company.
“Client” is a person or a legal entity requesting services of different nature on the Website.
“Contract” means contract between the Kwiker and the Client.
“Kwiker” is a person providing the services to the Client as a member of the Bundle.
“Company” is Kwikwins Ltd, a legal entity incorporated under the laws of the United Kingdom.
“Kwikwins”, “Platform” is a software, administered by the Company, a communication web platform that automatically forms groups of Kwikers (Bundle) for performance of the Client’s tasks on a commercial basis. There are built-in tools for communication between the Client and the Kwiker – kanban boards, chat rooms.
“Intellectual Property Rights” means collectively or individually, the following worldwide rights relating to intangible property, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: 
(a)    patents, patent applications, patent disclosures, patent rights, including any and all continuations, continuations-in-part, divisions, re-issues, re-examinations, utility, model and design patents or any extensions thereof;
(b)    rights associated with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations, moral rights, database rights and rights in designs and in any software;
(c)    rights in trademarks, trademark registrations, and applications thereof, trade names, service marks, service names, logos, or trade dress; 
(d)    and all right to sue for and recover damages for past infringements.
“Services Result” means any information, statistics, data, materials, reports, deliverables which are created, discovered or developed as a result of performance of the Services.
“Parties” means the Kwiker and the Client.
“Project Task” means the task description and the list of required services formulated by the Client at the Website and submitted for approval through the Project task form and is used to communicate to the Kwikers of the Bundle the information regarding the Project, Client's requirements and terms for the Project and the Client itself. 
“Questionnaire” means a list of questions in relation to the Services Result.
“Services” means the services rendered by the Kwiker for the Client under the Contract.
“Website” means https://kwikwins.io/

3.   Subject of the Contract
3.1.   The Kwiker agrees to provide services, which shall be defined in more detail in the Project Task and the subsequent communication of the Client and the Kwiker. The technical specifications and parameters of the Services provided shall be worked out and agreed upon by the Parties throughout the duration of the Contract in electronic form, including, but not limited to, by way of using the Platform.
3.2.   The Parties agree that the Kwiker is performing the Services as an independent contractor and that the Kwiker is not an employee or an agent of Client. The Kwiker shall perform the Services in a professional and workmanlike manner and shall timely deliver any result agreed upon by the Parties. The manner and means of performing the Services shall be determined and controlled solely by the Kwiker, which is engaged by the Client as an independent contractor.
3.3.   The Kwiker and the Client agree that, once accepted, the terms of the Services Contract cannot be modified by the Kwiker or the Client without the Parties’ mutual consent and the consent of the Company before the changes are made, if the possibility of making changes is technically possible within the framework of the Platform. The Parties may change the content of Services, but not the scope of the Services. Changes to the scope of the Services require the purchase of a subscription to an additional Bundle. Thus, the Party may not unilaterally amend the Contract including, but not limited to, change the terms and deadlines, request more services than it was initially agreed upon, or make other changes to the Contract on the Website. If the Party interested in the amendments does not get the prior consent of the other party, the other Party may:
   –   Reject such changes by terminating the Contract, or 
   –   Accept such changes by continuing provision of the Services under the Contract.
3.4.   The Contract shall be deemed to have been entered into at the time of the Kwiker's consent by marking “I agree” with the Project Task.

4.  ⁣ ⁣⁣⁣Rights and obligations⁤
4.1.   ⁤I⁤n the course of the Services rendering the Kwiker shall:
4.1.1.  Render the Services in proper manner;
4.1.2.  Immediately inform the Client through Kwikwins and suspend the provision of the Services until further notices upon detection of:
   (a)    potential adverse effects the provision of Services for the Client;
   (b)    technical incapability of the provision of Services;
   (c)    other circumstances beyond the control of the Kwiker that pose a threat to the quality of Services or make it impossible to complete it in due time.
4.1.3.  Comply with current tax, civil and other legislation and government regulations during the provision of the Services under the Contract;
4.1.4.  Transfer the intellectual property rights to any content and materials in the course of the provision of the Services. Including properly, correctly fill in the Questionnaire with accurate information about the Services Result, if such Questionnaire is provided to the Kwiker for completion.
4.1.5.  Perform other obligations under terms and conditions set herein.

5.     Cost and Remuneration Procedure 
5.1.   The Services fee and payment procedure is defined in the Project Task. The Client pays the cost of the Bundle, after which the Company distributes the funds among Kwikers.
5.2.   The Company may transfer money to the Kwiker in euros or pounds or US dollars, which will be indicated to the Kwiker in advance. If the Client pays the Services fee in dollars, the Company will convert at the rate of Wise in order to pay to the Kwiker the cost of the Services in currencies other than dollars.The conversion fee is paid by the Company independently.
5.3.   Each Kwiker receives the remuneration for the Services delivered only after the Services result is transferred to and accepted by the Client as well as all Intellectual Property Rights. Initially, the monthly remuneration for the provision of the Services is transferred by the Client to the Company and credited to the account of the Company. The funds are transferred to each Kwiker by the Company upon completion of each stage of the Project and assignment of Intellectual Property Rights or the Services Result transfer by stage. Duration of the stage is one (1) week if otherwise is not agreed in the Project Task.
5.4.   If the Intellectual Property Rights are not assigned to the Client or the Services Result is not transferred to the Client, the Kwiker is not entitled to the remuneration for this stage of the Project.

6.    Term
6.1.   The Contract shall remain in force for one (1) year.
6.2.   The Contract shall be considered extended for each subsequent period equal to one (1) calendar year, if neither Party sends a written notice of termination of the Contract not later than 30 (thirty) calendar days before the expiration date of the Contract.
6.3.   Each Party shall have the right to terminate the Contract unilaterally by sending a notice in writing to the other Party. This notice shall contain the date of termination of the Contract (hereinafter “Termination Date”), and the unilateral termination notice itself shall be sent by the other party no less than 30 (thirty) calendar days prior to the proposed Termination Date.
6.4.   The Contract shall be deemed terminated as of the Termination Date or, if the notice is sent no less than one (1) month before the Termination Date, upon 30 (thirty) calendar days as of the sending of the notice of intention of unilateral termination of the Contract by the other Party.


7.     Intellectual Property Rights 
7.1.   All Intellectual Property Rights to any items of intellectual property that are the result of the Kwiker's activities under terms of the Contract or in connection with it, including the use of know-how or other official or trade secrets, belong to the Client from the moment of creation of such items. All intellectual property rights to any items of intellectual property belong to the Client in all countries of the world. The Kwiker shall have no right to use the Services Result in commercial and/or personal purposes. In addition, throughout the duration of the exclusive rights, the Kwiker shall have no right to use such Services Result for its personal needs on the conditions of a free simple (non-exclusive) license or transfer the rights to the Services Result to third parties.
7.2.   The Kwiker represents and warrants to the Client that the Kwiker 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 Client.
7.3.   The Kwiker shall have the right to include intellectual property belonging to third parties in the Services Result but only with prior consent by the Client in writing and only if the Kwiker has the right to use such third-party intellectual property. Moreover, prior to including any third-party software in the Services Result, the Kwiker shall negotiate and agree with the Client the type of such software (including the use of open software), its cost, procedure for paying any license fees and obtaining the rights to the software, texts of license agreements and any Services Result sorting documentation to the software. 
7.4.   The information on any intellectual property used in the creation of the Services Result under the Service Contract shall be reflected in the reports under the Service Contract.
7.5.   The Client grants the Kwiker a limited, non-exclusive, revocable (at any time, at the Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Kwiker Services under the Service Contract. The Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Contract, or upon Client’s written request, the Kwiker shall immediately return all Client Materials to the Client and further agrees to destroy all copies of the Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Kwiker’s premises, systems, or any other equipment or location otherwise under the Kwiker’s control. Within ten (10) calendar days following the day when the request is received from the Client, the Kwiker agrees to provide written certification to the Client that the Kwiker has returned and/or destroyed all Client Materials, its copies and Services Result as provided in this subsection.
7.6.   If the Kwiker has any right to the Services Result, including without limitation any Intellectual Property Right that cannot be assigned to the Client by the Kwiker, the Kwiker hereby automatically, upon Kwiker’s receipt of full payment from Client, unconditionally and irrevocably grants to the Client during the term of such rights, an exclusive, even as to Kwiker, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If the Kwiker has any rights to such Services Result that cannot be assigned or licensed, the Kwiker hereby automatically, upon Kwiker’s receipt of payment from the Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of the Services Result, the grant described herein applies only to the portion of Result of the Services delivered.
7.7.   The Kwiker will assist the Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Contract, to obtain and enforce Intellectual Property Rights relating to the Services Result in all countries. In the event Client is unable, after reasonable effort, to secure Kwiker’s signature on any document needed in connection with the foregoing, the Kwiker hereby designates and appoints the Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this section with the same legal force and effect as if executed by Kwiker.
7.8.   The Kwiker hereby guarantees that:
7.8.1.  During the creation of the Services Result and the transfer of Intellectual Property Rights or rights to use the Services Result to the Client, the Kwiker shall not breach any Intellectual Property Rights, including moral rights and third-party rights. Under the condition that the Services Result does not include any components provided by the Client upon demand by the Client;
7.8.2.  The Client shall be the sole proprietor of the exclusive rights to the Services Result, with the exception of cases where external licensed components were used;
7.8.3.  At the point of transfer to the exclusive rights to the Services Result to the Client, the Kwiker shall remunerate the author (authors) and copyright holders of the Services Result, including the author (authors)/copyright holders of individual components of the Services Result, for the assignment of exclusive rights/transfer of rights;
7.8.4.  At the point of entering into this Service Contract, the Kwiker is not bound by any obligations preventing him from entering into the Service Contract and fulfilling his obligations under it;
7.8.5.  The Services Result can be made public.
7.9.   The Parties shall sign all necessary documents regarding the Intellectual Property Rights assignment as the main goal of this Contract for the Client is to become the right holder in regards to all intellectual property assets created by the Client when working on the Project. 
7.10.  If any claims related to the exclusive rights to the Service Result, to the breach of copyright or related rights of third parties by the Kwiker are sent to the Client by third parties, the Kwiker shall:
7.11.  Pay a fine at the rate of 100 % (one hundred percent) of the Services Fee under the Project in case of the third-party claims are substantiated and confirmed by effective court decision and/or other comparable evidences;
7.12.  Independently and at his/her own expense settle the claims;
7.13.  Compensate the Client for the actual verified damage incurred by the Client as a result of the said claims by third parties;
7.14.  Compensate to the Client the incurred court expenses, as well as costs and losses caused by the application of measures to secure the claim and execution of the court decision and amounts paid to a third party for violation of copyright or other exclusive rights to intellectual property objects.
7.15.  The Kwiker shall immediately inform in writing the Client about any guarded intellectual property created by the Kwiker in the course of provision of services under this Contract or in connection with it, as well as to transfer all documents, copies and other materials related to such intellectual property to the Client.


8.     Confidentiality
8.1.   The Parties shall not disclose (that means not to communicate to one or a number of third parties, regardless the number of such parties), including mass media publications, transfer to third parties and use by any means that are not related to execution of the Contract information that is deemed confidential by the Parties without other Party’s prior written consent.
8.2.   The following information is deemed Confidential information:
8.2.1.  Information regarding the terms of the Contract and/or the contents of the Contract, including remuneration and time terms;
8.2.2.  Information on plans on future cooperation of the Parties;
8.2.3.  Information that is deemed trade secret by each Party;
8.2.4.  Information on Services Result;
8.2.5.  Information that is marked as “confidential”, “private” or in any other similar way.
8.2.6.  Each Party shall take all possible measures to prevent complete or partial disclosure of the Confidential information without other Party’s prior written consent.
8.3.   This section does not apply to the disclosure of confidential information of the Company.
8.4.   This section is considered as a separate Contract of the Parties and is valid within fifty (50) years after the Contract termination on any ground.

9.     Force Majeure
9.1.   The Parties are exempted from liability for failure to perform or improper performance of their obligations under the Contract if such non-performance or improper performance was a result of a force majeure. Force majeure circumstances are deemed as follows:
9.1.1.  Circumstances of supreme force scilicet such extraordinary circumstances which the Parties within their capability cannot prevent, including Earth phenomena - natural disasters (floods, earthquakes, hurricanes, blizzards and other extraordinary weather conditions etc.) and social phenomenon (pandemics, epidemic, military actions, riots, revolutions, rebellions, military dictatorship or power usurpation, munities, strikes, terror attacks, etc.);
9.1.2.  Actions of state or municipal power within scope of their competency, including issuance by state or municipal bodies of orders and rules that directly or indirectly forbid or restrict execution of the Contract.
9.2.   A Party which can no longer execute the Contract due to force majeure shall notify in written another Party within three (3) calendar days with a document duly issued by the appropriate government body.
9.3.   Execution of the Contract shall be suspended for the duration of force majeure event. The execution of the Contract shall be restored the day force majeure is ceased. In this case the Parties shall agree in written upon new terms and timeframe for the Contract.

10.   Miscellaneous 
10.1.  By accepting the terms of conditions of this Contract the Kwiker warrants and represents to the Client that:
  –  The Kwiker provides the Services to the Client not violating the rights of any third parties; 
  –  This Contract does not in any way conflict with any other agreements of the Kwiker;
  –  The Kwiker possesses the business, professional, and technical expertise, and training required to perform the Services;
  –  The Kwiker possesses the equipment, facilities to perform the obligations under this Contract.
10.2. The Kwiker also acknowledges and agrees that:
  –  The Kwiker fully understands and accepts the disclosed agency model of the relations between the Client and the Company;
  –  The Client requests the Services for business purposes primarily;
  –  The Client is not hiring the Kwiker as an employee and does not act as the Kwiker’s agent on any manner;
  –  The Company will transfer the Services fee for the Services Result for each stage of the Project or for the whole Project (if there Project is not divided into stages) as the Client’s disclosed agent;
  –  The Kwiker may receive via e-mail, chats at the Website and other means of communication more requirements for the Project after the Project task is submitted by the Client and the information from the Project Task is accepted by the Kwiker;
  –  The Kwiker shall transfer the Intellectual Property Rights and Services Result to the Client before the Services fee is paid to the Kwiker.
10.3.  All amendments and additions to the text of the Contract are deemed its integral part and are valid only if they are executed in written and signed by the Parties.
10.4.  Any provision of the Contract that is expressed with the intention of remaining in force after the end of term or termination of the Contract shall remain in force regardless of circumstances.
10.5.  The Kwiker does not guarantee to the Company the achievement of any results in the business activities or financial affairs of the Company and (or) any change in his professional reputation as a result of the Services provision by the Kwiker under the Contract and shall not be liable for negative changes in such parameters.
10.6.  Information exchange regarding execution of the Contract shall be in written if otherwise is not stipulated by the Contract.
10.7.  Messages that are sent by means of email or by Kwikwins are deemed duly received if they are successfully transmitted and a delivery conformation is received. Claims cannot be filed cannot be signed by the means of email if not followed by a submission of hard copies of such documents by registered mail, courier or in person.