1.1. Where commencing with a capital letter
1.2. Where a word or phrase is given a defined meaning, another grammatical form of that word or phrase has a corresponding meaning.
1.3. Unless the context otherwise requires:
2.1. Prior to the commencement of the Services, the Client and the Independent Contractor will agree on a document which outlines:
2.2. It is the responsibility of the Client and the Independent Contractor to ensure that a Job Order accurately reflects the understanding and requirements of the parties.
2.3. Once agreed, the Job Order forms part of this agreement. To the extent of any inconsistency between these terms, a Job Order or any attachment to the Job Order, the first-mentioned document prevails.
This is an agreement between the Client and the Independent Contractor. The Client appoints the Independent Contractor to provide the Services in accordance with the timetable set out in the Job Order and on the terms set out in this agreement, and the Independent Contractor accepts the appointment.
4.1. The Independent Contractor must:
4.2. Where the Services are being provided on an hourly basis, the Independent Contractor must record time spent performing the Services through the Work for Impact Time Tracking App or inputting it manually into the Platform in the week the Services are performed. Manual time entry by the Independent Contractor after the week the Services are performed may only be undertaken with the Client’s prior written consent. The Independent Contractor acknowledges that the Client may request for Work for Impact to verify recorded time and audit the hours logged by the Independent Contractor on behalf of the Client.
4.3. The Independent Contractor agrees that it will use its own equipment in providing the Services and neither the Client nor Work for Impact will provide equipment for that purpose.
5.1. The Client must pay the Independent Contractor for providing the Services the Payments specified in the Job Order. The Job Order must set out all Payments.
5.2. Remittance of the Payments referred to in clause 5.1 will be made as follows:
5.3. The Client and the Independent Contractor agree that they will use only the Platform to send and receive any payments in respect of this agreement.
6.1. The Independent Contractor must not during or after the term of this agreement:
6.2. The Independent Contractor must, during and after the term of this agreement, take all such reasonable precautions as are necessary to maintain the confidentiality of the Job Order, Client Material and the Contract Material and must:
7.1. Subject to the payment of all Payments and fees in respect of the Services, the Independent Contractor assigns all Intellectual Property in the Contract Material and arising out of the provision of the Services to the Client as and when it is created, whether existing as at the date of this agreement or created afterwards.
7.2. The Independent Contractor warrants that it has, prior to the Client accepting the Independent Contractor’s offer to provide the Services, notified the Client of all Independent Contractor Material and Third Party Intellectual Property that will be:
7.3. Subject to the payment of all Payments and fees in respect of the Services, the Independent Contractor grants the Client a perpetual, irrevocable, worldwide, royalty free licence (including the right to sublicense) to use, reproduce, adapt, modify, communicate to the public and otherwise exploit the Intellectual Property in any Independent Contractor Material:
7.4. The Client grants the Independent Contractor a royalty free licence to use the Intellectual Property in the Client Material for the purpose of enabling the Independent Contractor to provide the Services.
The Independent Contractor must obtain the consent of each author of works protected by copyright that are created in the course of providing the Services to the works being used in any manner (including electronically and without attribution) and for any purpose to further the Client’s business, including promoting the Client and its products. The Independent Contractor must ensure that the consent extends to the Client’s successors in title and any of its licensees or persons authorised by it and is freely given.
9.1. The Independent Contractor warrants that:
10.1. The Client Material remains the property of the Client and, on termination of this agreement, the Independent Contractor must immediately return the Client Material and all copies of it to the Client.
10.2. On termination of this agreement, the Independent Contractor must immediately deliver the Contract Material and all copies of it to the Client.
10.3. The Independent Contractor is responsible for the safekeeping and maintenance of the Client Material and the Contract Material and must ensure that the Client Material and the Contract Material are used, copied, supplied or reproduced only for the purposes of this agreement.
11.1. Nothing contained in this agreement creates an agency, partnership, joint venture or employment relationship between the Client and the Independent Contractor, or between Work for Impact and the Independent Contractor or any of their respective employees, agents or contractors.
11.2. Neither the Independent Contractor nor any person acting on behalf of the Independent Contractor may hold itself out as being entitled to contract or accept payment in the name of or on account of the Client.
11.3. The Client’s only liability is as expressly stated in this agreement. To the extent permitted by law, all other liability is excluded.
12.1. The Independent Contractor must not, without the Client’s prior written consent, engage agents, contractors or any third party to assist the Independent Contractor in providing the Services.
12.2. If the Independent Contractor engages an agent, a contractor or any third party to assist the Independent Contractor in providing the Services, the terms of engagement must be approved by the Client and must contain terms requiring the agent, contractor or any third party to:
13.1. The parties may terminate this agreement by agreement with the other party.
13.2. If a party (Defaulting Party):
14.1. Subject to clause 14.2, the parties must during and after the term of this agreement, without delay and in good faith, attempt to resolve any dispute that arises out of or in connection with this agreement within 30 days of providing the other party of a notice of dispute prior to commencing any proceedings, other than proceedings for urgent injunctive relief.
14.2. In the event of any dispute regarding Payments calculated on an hourly basis where the Client has required the Independent Contractor to use the Work for Impact Time Tracking App, the Client will notify the Independent Contractor of the dispute by opening a dispute on the Platform. The parties will then instruct Work for Impact to undertake an audit of the Independent Contractor’s claim for payment by reviewing the information collected by the Work for Impact Time Tracking App.
14.3. If, following an audit in clause 14.2, Work for Impact determines in its sole discretion that the Independent Contractor has charged the Client Payments for any time during which the Independent Contractor was not performing the Services, the Independent Contractor must promptly re-pay any overpayment to the Client through the Platform.
14.4. The parties agree that Work for Impact’s determination under clause 14.3 is final.
14.5. The parties acknowledge that Work for Impact may decline to undertake an audit, in which case the parties must resolve their dispute in accordance with clause 14.1.
15.1. A notice under this agreement must be in writing and may be given to the addressee by:
15.2. A notice, other than a notice sent on the Platform, will be deemed to have been received by the addressee on receipt. A notice sent on the Platform will be deemed to have been received by the addressee on the earlier of the addressee responding to the notice and 48 hours from when the notice was sent.
15.3. This agreement may only be varied by the written agreement of the parties.
15.4. The Independent Contractor may only assign a right under this agreement with the Client’s prior written consent.
15.5. This agreement embodies the entire understanding and agreement between the parties as to its subject matter. All previous negotiations, understandings, representations, warranties, memoranda or commitments in relation to, or in any way affecting, the subject matter of this agreement are merged in and superseded by this agreement.
15.6. Where the consent or approval of the Client is required under this agreement, the Client may, except as expressly stated, withhold its consent or approval or give it conditionally or unconditionally as it sees fit.
15.7. A waiver under this agreement is not binding on a party unless it is in writing and signed by the party. A waiver is not a waiver of any other right.
15.8. Each party must promptly sign all documents and do all things that the other party reasonably requests to effect, perfect or complete and all transactions incidental to it.
15.9. Each of the agreements of the parties under this agreement is severable from the others and the severance of one agreement does not affect the other agreements.
15.10. If any provision of these terms is prohibited, invalid or unenforceable in any jurisdiction in which the Platform is used or Services are procured, that provision will, in that jurisdiction, be ineffective to the extent of the prohibition, invalidity or enforceability without invalidating the remaining provisions of these terms.
15.11. The parties must each pay their own legal and other expenses relating directly or indirectly to the negotiation, preparation and entry into of this agreement and all documents incidental to it.
15.12. This agreement is governed by and must be construed in accordance with the laws of Hong Kong. Each party: