DATE: 10.12.
20
Saheli Chatterjee | Freelancing 101
THIS SERVICE AGREEMENT dated the 10TH day of December 2020 BETWEEN:
Steve Gomez (the “Client”) AND Saheli Chatterjee (“The Service Provider”)
The Client wishes to be provided with the Services by the Service Provider and the Service Provider
agrees to provide the Services to the Client on the terms and conditions of this Agreement.
1. KEY TERMS
1.1 Services
The Service Provider shall provide the following services to the Client in accordance with the terms
and conditions of this Agreement:
• FACEBOOK ADS CREATION AND MANAGEMENT FOR 1 MONTH.
• INSTAGRAM MANAGEMENT AND ENGAGEMENT FOR 1 MONTH.
1.2 Delivery of Services
a. Start date: The Service Provider shall commence the provision of the Services from 1st JANUARY.
b. Completion date: The Service Provider shall complete/cease to provide the Services by 1st
FEBRUARY.
1.3 Price
As consideration for the provision of the Services by the Service Provider, the price for the provision
of the Services is
$1000.
(The Client shall/shall not pay for the Service Provider’s out-of-pocket expenses [comprising computer
softwares or any such equipment])
1.4 Payment
The Client agrees to pay the Price to the Service Provider on the following dates: FIRST PAYMENT OF
$200 BEFORE 10th JANUARY 2021.
2ND PAYMENT OF $800 ON 30th JANUARY 2021.
1. The Service Provider shall invoice the Client through PayPal for the Services that it has provided to
the Client.
2. The Client shall pay such invoices within 7 days of the receipt from the Service provider.
3. The method of payment of the Price by the Client to the Service Provider shall be by: Credit card
payment through PayPal.
4. Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges
or other like amounts assessed by any governmental entity arising as a result of the provision of the
Services by the Service Provider to the Client under this Agreement and such shall be payable by the
Client to the Service Provider in addition to all other charges payable hereunder.
2. GENERAL TERMS
DATE: 10.12.20
2.1 Intellectual Property Rights
The Service Provider agrees to grant to the Client a non- exclusive, irrevocable, royalty free license to
use, copy and modify any elements of the Material specifically created for the Client as part of the
Services. In respect of the Material specifically created for the Client as part of the Services, the Service
Provider assigns the full title guarantee to the Client and any all of the copyright, other intellectual
property rights and any other data or material used or subsisting in the Material whether finished or
unfinished. If any third party intellectual property rights are used in the Material the Service Provider
shall ensure that it has secured all necessary consents and approvals to use such third party intellectual
property rights for the Service Provider and the Client. For the purposes of this Clause 2.1, "Material"
shall mean the materials, in whatever form, used by the Service Provider to provide the Services and
the products, systems, programs or processes, in whatever form, produced by the Service Provider
pursuant to this Agreement.
2.2 Warranty
The Service Provider represents and warrants that: It will perform the Services with reasonable care
and skill; and The Services and the Materials provided by the Service Provider to the Client under this
Agreement will not infringe or violate any intellectual property rights or other right of any third party.
2.3 Limitation of Liability
1. Subject to the Client’s obligation to pay the Price to the Service Provider, either party’s liability in
contract, tort or otherwise (including negligence) arising directly out of or in connection with this
Agreement or the performance or observance of its obligations under this Agreement and every
applicable part of it shall be limited in aggregate to the Price.
2. To the extent it is lawful to exclude the following heads of loss and subject to the Client’s obligation
to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business,
loss of data or any other indirect or consequential loss or damage whatsoever.
3. Nothing in this Clause 2.3 will serve to limit or exclude either Party’s liability for death or personal
injury arising from its own negligence.
2 .4 Term and Termination
a. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner
in accordance with Clause 2.4(b), until the Completion Date.
b. Either Party may terminate this Agreement upon notice in writing if:
The other is in breach of any material obligation contained in this Agreement, which is not remedied
(if the same is capable of being remedied) within 30 days of written notice from the other Party so to
do; or A voluntary arrangement is approved, a bankruptcy or an administration order is made or a
receiver or administrative receiver is appointed over any of the other Party's assets or an undertaking
or a resolution or petition to wind up the other Party is passed or presented (other than for the
purposes of amalgamation or reconstruction) or any analogous procedure in the country of
incorporation of either party or if any circumstances arise which entitle the Court or a creditor to
appoint a receiver, administrative receiver or administrator or to present a winding-up petition or
make a winding-up order in respect of the other Party.
[For European Clients and Service Providers only] If the Client is a consumer and the Distance Selling
Directive (97/7/EC) (the "Directive") applies to this Agreement, the Client may terminate this
DATE: 10.12.20
Agreement within the relevant timescales prescribed by the regulations or laws in the relevant
Member State which implement the requirements of the Directive in respect of a right for the Client
to withdraw from a contract. In the event of termination in accordance with this Clause 2.4(c), the
liability of the Client to the Service Provider shall be as prescribed in the Directive or in any regulations
or laws implementing its requirements in the relevant Member States. Any termination of this
Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor
shall it affect the coming into force or the continuance in force of any provision hereof which is
expressly or by implication intended to come into or continue in force on or after such termination.
2.5 Relationship of the Parties
The Parties acknowledge and agree that the Services performed by the Service Provider, its
employees, agents or sub-contractors shall be as an independent contractor and that nothing in this
Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or
otherwise between the parties.
2.6 Confidentiality
Neither Party will use, copy, adapt, alter or part with possession of any information of the other which
is disclosed or otherwise comes into its possession under or in relation to this Agreement and which
is of a confidential nature. This obligation will not apply to information which the recipient can prove
was in its possession at the date it was received or obtained or which the recipient obtains from some
other person with good legal title to it or which is in or comes into the public domain otherwise than
through the default or negligence of the recipient or which is independently developed by or for the
recipient.
2.7 Notices
Any notice which may be given by a Party under this Agreement shall be deemed to have been duly
delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address
of the other Party as specified in this Agreement or any other address notified in writing to the other
Party. Subject to any applicable local law provisions to the contrary, any such communication shall be
deemed to have been made to the other Party, if delivered by:
a. First class post, 2 days from the date of posting;
x . h and or by facsimile transmission, on the date of such delivery or transmission; and x i. electronic
mail, when the Party sending such communication receives confirmation of such
b. Delivery by electronic mail.
2.8 Miscellaneous
1. The failure of either party to enforce its rights under this Agreement at any time for any period shall
not be construed as a waiver of such rights.
2. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the
validity or enforceability of the remainder of this Agreement shall be affected.
3. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the
consent of the other Party.
o. This Agreement may not be amended for any other reason without the prior written agreement of
both Parties.
DATE: 10.12.20
4. This Agreement constitutes the entire understanding between the Parties relating to the subject
matter hereof unless any representation or warranty made about this Agreement was made
fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior
representations, writings,negotiations or understandings with respect hereto.
5. Neither Party shall be liable for failure to perform or delay in performing any obligation under this
Agreement if the failure or delay is caused by any circumstances beyond its reasonable control,
including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or
failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to
terminate this Agreement by notice in writing to the other.
6. This Clause 2.8 (f) and Clauses 2.3, 2.5, 2.6, 2.7 and 2.8 of this Agreement shall survive any
termination or expiration.
7. This Agreement shall be governed by the laws of the jurisdiction in which the Client is located (or if
the Client is based in more than one country, the country in which its headquarters are located) (the
"Territory") and the parties agree to submit disputes arising out of or in connection with this
Agreement to the non-exclusive of the courts in the Territory.
3. AMENDMENTS TO EXISTING CLAUSES Clause(s) shall be amended to read as follows:
4. ADDITIONAL CLAUSES
AS WITNESS the hands of the Parties hereto or their duly authorized representatives the day and year
first above written.