Last updated: April 2025
Marvel Solution Ltd, a company registered in England and Wales (Company No. 11920774) with its registered office at International House, 101 King's Cross Road, London, England, WC1X 9LP (hereinafter the "Company"), hereby offers to enter into an agreement on the provision of independent contractor services on the terms and conditions set forth in this Public Offer Agreement. This document is a public offer (the "Offer") to an unlimited number of eligible individuals or entities. By accepting this Offer in the manner provided herein, the accepting party (hereinafter the "Contractor") enters into a binding Independent Contractor Services Agreement with the Company (hereinafter collectively referred to as the "Parties").
"Agreement" means this Public Offer Agreement on Independent Contractor Services, including all its sections and any annexes or amendments, which comes into effect upon Acceptance by the Contractor.
"Company" means Marvel Solution Ltd, its successors and assigns.
"Contractor" means any individual (aged 18 years or older) or legal entity that meets the eligibility criteria and has accepted this Offer to provide Services to the Company under the terms of this Agreement.
"Services" means the tasks, duties, projects, and any work or services to be performed by the Contractor for the Company as an independent contractor under this Agreement. The specific scope of Services shall be as defined by the Company through assignments or instructions communicated via the official channel (as defined below) or in writing from time to time.
"Offer" means this Public Offer Agreement, which is the Company's offer to enter into a contract on the stated terms with any eligible Contractor.
"Acceptance" means full and unconditional consent to all terms of this Offer by the Contractor, given through the actions or in the manner specified in Section 2 of this Agreement, upon which this Agreement is concluded.
"Confidential Information" means all information, whether oral, written, electronic, or in any other form, that is disclosed by the Company to the Contractor or otherwise obtained by the Contractor in connection with the Services, and that is proprietary or confidential to the Company. Confidential Information includes, without limitation, business plans, strategies, financial information, client or supplier lists, marketing data, trade secrets, know-how, designs, inventions, software source code, login credentials, personal data (as defined below), and any other information that by its nature or circumstances of disclosure ought reasonably to be understood to be confidential.
"Personal Data" means any information relating to an identified or identifiable natural person (data subject) that is processed by the Contractor in the course of performing the Services, as defined by Applicable Data Protection Law.
"Intellectual Property Rights" (or "Intellectual Property") means all forms of intellectual property and proprietary rights worldwide, whether registered or unregistered, including but not limited to copyrights, patents, database rights, design rights, trademarks, service marks, trade names, logos, inventions, software (including source and object code), domain names, trade secrets, know-how, and any applications or registrations for the foregoing.
"Telegram" means the Telegram messaging service/application (accessible at telegram.org) which the Parties agree to use as the primary communication platform for the performance of this Agreement.
"Applicable Data Protection Law" means all applicable laws and regulations relating to the processing, protection, or privacy of personal data, including without limitation the EU General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the UK Data Protection Act 2018 ("DPA"), and any other applicable European Union, UK, or local data protection or privacy laws.
"Force Majeure" (or "Force Majeure Event") means any event or circumstance beyond the reasonable control of a Party that prevents or delays the performance of any obligation under this Agreement, including but not limited to natural disasters (such as floods, earthquakes, hurricanes), acts of God, war, terrorism, civil unrest, strikes or labor disputes, epidemics or pandemics, government regulations or orders, power or internet outages, or any other similar events beyond a Party’s reasonable control.
2.1. Offer: This Agreement constitutes a public Offer by the Company to enter into a contract for independent contractor Services under the terms herein. The Offer is addressed to an unlimited number of potential Contractors who meet the criteria set forth in Section 3. The posting or provision of this Agreement by the Company (for example, on the Company’s website or via electronic communication to a candidate) constitutes the Company’s official proposal to any eligible party to perform Services as an independent contractor on the terms of this Agreement. No further act of offer by the Company is necessary for an eligible Contractor to accept and form an Agreement.
2.2. Acceptance: The Contractor may accept this Offer by any of the following actions, whichever occurs first:
a. Express Consent: Providing a written or electronic statement of acceptance to the Company, such as replying “I accept” (or similar words of assent) via the official Telegram communication channel or via email or other electronic message to the Company’s designated representative.
b. Commencement of Services: Commencing the performance of any Services requested or assigned by the Company after having received or been made aware of this Public Offer Agreement. Any action by the Contractor to begin performing Services for the Company (including preliminary work or preparatory actions) with knowledge of the terms of this Offer shall constitute Acceptance of all terms of this Agreement.
c. Any Other Conduct Indicating Agreement: Engaging in any conduct that unequivocally indicates agreement to the terms of this Offer, such as continuing to communicate with the Company about work assignments after being provided a copy or link to this Agreement, or otherwise behaving in a manner consistent with intention to be bound by this Agreement.
2.3. Whole Acceptance Required: By accepting this Offer, the Contractor acknowledges that they have read, understood, and agree to all terms and conditions of this Agreement without any modifications. Partial or conditional acceptance is not permitted. If the Contractor does not agree to every term of this Agreement, the Contractor must not accept the Offer or perform any Services for the Company.
2.4. Formation of Contract: Upon Acceptance by the Contractor, a binding contract (i.e., this Independent Contractor Services Agreement) is formed between the Company and the Contractor, effective as of the date of Acceptance (the "Effective Date"). The Agreement shall thereafter govern the relationship between the Company and that Contractor. Each accepted Offer constitutes a separate Agreement between the Company and the respective Contractor. No signature or further formalities are required for the Agreement to be legally enforceable once Acceptance has occurred, notwithstanding that the Parties may additionally sign a hardcopy or electronic copy of this Agreement as a formality if desired.
2.5. Access to Terms: The current version of this Public Offer Agreement may be provided to the Contractor via electronic means (including via Telegram or email) or made available on the Company’s website. The Contractor should save or print a copy of these terms for their records. The Company reserves the right to verify the identity and eligibility of a Contractor before or after acceptance, and Acceptance is subject to such verification.
By accepting this Offer, the Contractor represents, warrants, and covenants that:
3.1. Legal Capacity & Age: If the Contractor is an individual, they are at least 18 years of age (or the age of majority in their jurisdiction if higher) on the Effective Date, and have full legal capacity and authority to enter into this Agreement. If the Contractor is accepting on behalf of a legal entity (such as a company or partnership), the individual accepting has the full right, power, and authority to bind that entity to this Agreement, and the entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
3.2. Business-to-Business Nature: The Contractor is entering into this Agreement as a business entity or individual acting in the course of a business, and not as a consumer. The Contractor confirms that they are engaging with the Company for business and commercial purposes only (for example, as a freelancer, self-employed person, or company offering services) and not for personal, family, or household purposes. The Parties expressly agree that consumer protection laws do not apply to this Agreement or the Services. The Contractor waives, to the fullest extent permitted by law, any rights or protections that may be available under consumer laws.
3.3. Skills and Compliance: The Contractor possesses the necessary skills, qualifications, experience, and, if required by law or by the nature of the Services, any licenses or permits needed to perform the Services in a professional and competent manner. The Contractor will comply with all applicable laws and regulations in the performance of the Services under this Agreement. This includes, but is not limited to, laws relating to data protection, privacy, export control, anti-bribery, and intellectual property.
3.4. No Conflicts: Entering into and performing this Agreement does not and will not violate any contract or obligation the Contractor has with any third party. The Contractor is not subject to any restrictive covenant, court order, or legal disability that would conflict with performing the Services or complying with this Agreement. The Contractor agrees to notify the Company immediately if any such conflict or legal impediment arises.
3.5. True Information: All information that the Contractor has provided to the Company (including identity, qualifications, contact details, and any relevant documentation) is true, accurate, and complete. The Contractor will promptly update the Company if any information becomes inaccurate or misleading.
The Contractor acknowledges that the Company is entering into this Agreement in reliance on these representations and warranties. Any breach of the above representations shall be considered a material breach of this Agreement.
4.1. No Employment or Partnership: The Contractor’s relationship with the Company is that of an independent contractor. Nothing in this Agreement is intended to, or shall be deemed to, create any partnership, joint venture, agency, fiduciary, or employment relationship between the Contractor and the Company. Accordingly, the Contractor is not entitled to and shall not claim any rights or benefits that an employee of the Company would have, such as salary, holiday pay, sick pay, pension, or any other employee benefits. The Contractor shall be free from the control and direction of the Company in performing the Services, subject only to the specifications, standards, and deadlines agreed for each task or project.
4.2. No Agency or Authority: The Contractor has no authority to act as an agent of the Company or to bind the Company to any obligation, agreement, or liability. The Contractor shall not represent to any third party that the Contractor has any authority to act on behalf of the Company, unless the Company provides prior written consent for a specific instance. The Contractor shall not make any representations or warranties on the Company’s behalf.
4.3. Control of Work: The Contractor retains the right to control or direct the manner in which the Services are performed, and may set their own work hours and work location, except as necessary to meet the Company’s requirements (such as attending scheduled meetings or adhering to mutually agreed deadlines). The Company may provide specifications, goals, and feedback regarding the Services, but not the detailed means and methods of accomplishing the work, consistent with an independent contractor relationship. The Contractor will use their own tools, equipment, and resources to perform the Services, unless otherwise agreed for specific projects.
4.4. No Deduction or Taxes Withheld: The Company shall not withhold or pay on behalf of the Contractor any income tax, social security, national insurance, pension contributions, or any other payroll taxes or statutory payments. The Contractor is solely responsible for declaring and paying all applicable taxes, charges, and contributions arising from the compensation paid for the Services, in accordance with the laws of any relevant jurisdiction. The Contractor shall indemnify the Company against any claims or penalties relating to the Contractor’s tax obligations. The Contractor is also responsible for obtaining any insurance (including liability, health, or accident insurance) that a prudent business provider of such Services would carry, unless otherwise required by the Company in writing for specific projects.
4.5. Freedom to Contract with Others: The Contractor is free to perform work for other clients or customers (including those in the same industry as the Company) during the term of this Agreement, provided that such work does not conflict or interfere with the Contractor’s obligations under this Agreement. In particular, the Contractor must not use or disclose any of the Company’s Confidential Information in performing work for another, and must not undertake work for a competitor of the Company if doing so would reasonably pose a conflict of interest regarding the Services performed for the Company. The Contractor shall notify the Company if there is a potential conflict of interest arising from engagements with other clients.
4.6. Non-Exclusive Engagement: This Agreement is non-exclusive. The Company retains the right to contract with other independent contractors or service providers for work similar to or the same as the Services provided by the Contractor. Likewise, the Contractor retains the right (as stated above) to perform services for others, subject to the restrictions herein.
4.7. No Consumer Rights: The Parties acknowledge and agree that since the Contractor is engaged as a business service provider and not as a consumer, certain legal provisions that apply to consumer contracts (such as any statutory “cooling-off” period, right of withdrawal, or other consumer-specific rights under UK or EU law) do not apply to this Agreement. The Contractor confirms that they are aware of this and still freely wish to enter the Agreement.
5.1. Telegram as Official Channel: The Parties agree that Telegram is the primary and official channel of communication for day-to-day interactions under this Agreement. Upon Acceptance of this Agreement, the Contractor shall provide the Company with the Contractor’s Telegram contact (username or phone number linked to Telegram) and shall promptly join any official Telegram group or channel or accept any contact request as directed by the Company. The Company may create a dedicated Telegram group or use direct messages for coordinating the Services.
5.2. Day-to-Day Communication: Instructions, assignments of tasks, project discussions, status updates, and general communications relating to the Services will typically be delivered via Telegram. The Contractor is responsible for regularly monitoring their Telegram for messages from the Company and shall respond in a timely manner to all communications. The Contractor acknowledges that instructions or requests delivered via Telegram will constitute official directives under this Agreement, and the Contractor shall treat them with the same priority as if they were delivered in writing by other means.
5.3. Written Notices: While Telegram is suitable for most operational communications, certain formal notices under this Agreement (such as notices of termination, notices of material breach, or formal amendments to the Agreement) shall be given in writing. The term "in writing" shall include email or other electronic text communication that provides a record of the notice. The Company’s official email address for formal notices is [email protected] (or such other address as designated by the Company), and the Contractor’s email for notice shall be the one they have on file with the Company (the Contractor shall ensure the Company always has a current email contact). Formal notices may also be delivered via Telegram in addition to email; however, in the event of a discrepancy, the written notice delivered to email (or physical address, if applicable) shall prevail.
5.4. Receipt of Communications: Communications sent via Telegram shall be deemed received by the Contractor at the time the message is sent to the Contractor’s Telegram account (provided that the message is shown as delivered in the Telegram application). It is the Contractor’s responsibility to ensure their Telegram application is functioning and that they have internet access to receive messages. If the Contractor becomes aware of any technical issues preventing timely receipt of Telegram messages (such as loss of device or access), the Contractor must inform the Company immediately and provide an alternative contact method. Similarly, formal notices sent by email shall be deemed received on the day they are sent, provided that no bounce-back or error message is received by the sender. If sent by postal mail or courier (if ever needed), notices shall be deemed received within 2 business days if to an address within the UK, or 7 business days if internationally, after posting.
5.5. Language and Record: All communications between the Parties (whether via Telegram, email, or otherwise) shall be conducted in the English language, unless otherwise agreed. The Parties may keep records or screenshots of Telegram communications for reference. Both Parties acknowledge that Telegram communications are considered writing for the purposes of evidence and record-keeping, to the extent permitted by law. However, either Party may request to confirm important discussions or decisions in a follow-up email for clarity.
5.6. Security and Privacy in Communication: The Parties acknowledge that Telegram provides end-to-end encryption for secret chats and encrypted server-client communications for standard chats. The Contractor agrees to take reasonable measures to secure their Telegram account (such as using a strong password and enabling two-factor authentication) to prevent unauthorized access, especially since confidential business information may be exchanged. If the Contractor suspects that the confidentiality of communications has been compromised (e.g., a lost phone or hacked account), they must notify the Company immediately and cooperate in taking remedial measures (such as moving communications to a new secure channel or account).
5.7. Alternate Channels: While Telegram is the default communication channel, the Company may occasionally use alternate or additional communication methods (such as email, phone calls, video conferences, or other messaging platforms) as necessary. The Contractor should be reasonably available via at least one alternate method as a backup. In emergencies or urgent situations (for example, if Telegram is down or not delivering messages), the Company may contact the Contractor by phone or email, and the Contractor should likewise attempt alternate contact if unable to reach the Company via Telegram.
5.8. Acknowledgment: The Contractor acknowledges that choosing Telegram as a primary communication channel is an official Company policy to streamline coordination with independent contractors. The Contractor agrees that communications and instructions provided through the official Telegram channel are valid and binding for the performance of Services, just as if they were provided in a signed writing, except for those formal notices which are explicitly required to be delivered through other means as stated above.
6.1. Engagement for Services: The Contractor agrees to provide the Services to the Company as an independent contractor, as may be requested and defined by the Company from time to time. The specific nature, scope, and requirements of the Services will be communicated by the Company through the official communication channel (Telegram) or in writing for each task, project, or assignment. The Contractor shall perform only those Services that the Company has assigned or requested and that the Contractor has agreed to perform. This Agreement does not obligate the Company to request any minimum amount of Services (see Section 7 below) nor the Contractor to accept work beyond what they choose to undertake, subject to reasonable notice if the Contractor declines a particular assignment after initially accepting it.
6.2. Manner of Performance: The Contractor shall perform all Services in a professional, diligent, and timely manner, exercising a degree of skill and care consistent with industry standards and the Contractor’s own expertise. The Contractor shall follow any reasonable instructions, guidelines, specifications, or standards provided by the Company for a given task or project. However, within those parameters, the Contractor retains discretion over the methods and processes to achieve the agreed results, consistent with the independent contractor status (as per Section 4). The Contractor shall use best efforts to ensure the Services and any deliverables are of high quality, error-free, and meet the Company’s requirements.
6.3. Compliance and Policies: In performing the Services, the Contractor shall comply with all applicable laws and regulations (including those related to data protection as set out in Section 9) and with any applicable Company policies or procedures that have been provided to the Contractor or referenced in the course of an assignment. For example, if the Company has a code of conduct, security policy, or guidelines for interacting with clients, and such documents are provided to the Contractor, the Contractor agrees to adhere to them. The Contractor also agrees to comply with the terms of any client contracts or project-specific requirements that the Company communicates as applicable to the Contractor’s work (for instance, if the Services are part of a project the Company has with its own client, and that project imposes certain standards or confidentiality requirements on contractors).
6.4. Materials and Tools: Unless otherwise explicitly agreed, the Contractor is responsible for supplying all equipment, software, tools, and resources necessary to perform the Services. If the Company provides access to any of its systems, equipment, or proprietary tools for use by the Contractor, such access is provided strictly for the limited purpose of fulfilling the Services and is subject to the confidentiality and intellectual property provisions of this Agreement. The Contractor shall only use any such Company-provided resources in accordance with Company’s instructions and shall return or cease using them upon completion of the relevant Services or termination of the Agreement, whichever occurs first.
6.5. Subcontracting: The Contractor shall personally perform the Services or have its direct employees perform them (if the Contractor is an entity with employees). The Contractor shall not subcontract or delegate the performance of the Services to any third party without the prior written consent of the Company. If the Company does consent to any subcontracting, the Contractor remains fully responsible for the work and actions of any approved subcontractors as if it were the Contractor’s own, and must ensure any subcontractor agrees in writing to terms no less stringent than those imposed on the Contractor in this Agreement (particularly regarding confidentiality, data protection, and intellectual property).
6.6. Reporting and Meetings: The Contractor shall keep the Company reasonably informed of the progress of the Services. The Contractor may be required to provide periodic progress reports via Telegram or other agreed means, and to attend virtual meetings (e.g., via Zoom, Teams, or similar) or telephone calls to discuss the work status. The frequency and timing of such reports or meetings will be mutually agreed or as set by the Company consistent with the nature of the project.
6.7. Acceptance of Deliverables: If the Services include the delivery of specific work product or deliverables, the Company shall have a reasonable opportunity to review and evaluate them. The Company will inform the Contractor of any deficiencies, errors, or non-conformity with the requirements. The Contractor shall, without additional compensation (unless the scope of work is changed), promptly correct any such deficiencies and make any necessary revisions to ensure the deliverables meet the agreed specifications. Once the deliverables meet the requirements, the Company will provide confirmation of acceptance (explicitly or by making use of the deliverables without objection, which shall be deemed acceptance after a reasonable period).
6.8. Standard of Conduct: The Contractor agrees to conduct themselves professionally and courteously in all interactions related to this Agreement, whether with Company personnel, clients of the Company, or other contractors. The Contractor shall not engage in any conduct that could harm the reputation or interests of the Company. If the Services involve interacting with third parties on behalf of the Company, the Contractor shall adhere to any scripts or guidelines provided and always clarify that they are an independent contractor when necessary.
6.9. Remuneration: The terms of remuneration for Services (e.g., the fees, rates, or payment schedule for the Contractor’s work) may be set forth in a separate document or communication (such as a project assignment or purchase order) accompanying this Agreement or provided for each specific task. Unless otherwise agreed in writing, the Contractor shall invoice the Company for Services performed and the Company shall pay invoices in accordance with the Company’s standard payment terms. (For completeness, if no separate agreement is made, the Company and Contractor shall mutually agree in writing (including via Telegram or email) on the rate of pay or fee for each task before the Contractor commences that task. The Company shall pay the Contractor the agreed fee upon completion of the task to the Company’s satisfaction or at agreed milestones. All payments to the Contractor will be gross amounts and the Contractor is responsible for their own tax obligations as stated in Section 4.4.)
7.1. No Obligation of Continuity: The Contractor acknowledges and agrees that the Company has no obligation to offer or provide the Contractor with any minimum amount of work, future projects, or continued engagement beyond what is explicitly agreed upon at any given time. The Contractor is engaged on an as-needed, project-by-project basis, and any work will be assigned at the sole discretion of the Company. The Company may choose, at any time, not to assign additional tasks or projects to the Contractor for any reason or no reason, without invoking a termination of this Agreement (for instance, the Agreement may remain dormant with no active tasks). The Contractor shall not have any claim or entitlement to receive work, compensation, or any business from the Company unless and until a specific assignment is offered by the Company and accepted by the Contractor.
7.2. No Expectation of Employment or Exclusivity: The Contractor should have no expectation that their engagement by the Company will lead to a permanent position, expanded role, or any form of exclusive arrangement. The Contractor should maintain the ability to seek other work and not rely solely on the prospect of work from the Company. The Company’s decision to use the Contractor’s services for one or multiple projects does not guarantee that the Contractor will be selected for any future projects or a continuation of the relationship after the current tasks are completed.
7.3. Discretion of Company: Assignment of work to the Contractor (including the scope of tasks, timing, and frequency of projects) is at the sole discretion of the Company. The Company may at any time choose to engage other contractors or perform work in-house instead of using the Contractor, and the Contractor understands that this is an inherent aspect of an independent contractor engagement.
7.4. No Reliance: The Contractor confirms that in entering this Agreement, they are not relying on any representation or promise of future work beyond the specific tasks or projects that may be agreed upon. The Contractor will not assert that this Agreement or any communication from the Company implies any ongoing procurement of the Contractor’s services beyond what is explicitly provided.
This Section does not limit the Company’s obligations to pay for Services actually rendered by the Contractor and accepted by the Company, nor does it limit either Party’s ability to terminate the Agreement as provided in Section 14. It simply clarifies that this Agreement is not a requirements contract and does not assure any particular volume of work.
8.1. Non-Disclosure Obligation: The Contractor shall keep confidential and not disclose to any person or entity (except as required for the performance of Services under this Agreement) any Confidential Information of the Company. The Contractor shall use Confidential Information solely for the purpose of carrying out the Services for the Company and for no other purpose. The Contractor shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature, but in no event less than a reasonable standard of care.
8.2. Form of Information: The obligations of confidentiality apply to all forms of information, whether spoken, written, printed, electronic, or any other form. This includes information exchanged via Telegram or other communication channels as part of this Agreement. The Contractor acknowledges that messages, files, and data received via Telegram from the Company may contain Confidential Information and should be treated as such.
8.3. Exclusions: The confidentiality obligations in this Agreement shall not apply to any information that the Contractor can demonstrate, through credible evidence: (a) was already known to the Contractor without an obligation of confidentiality prior to disclosure by the Company; (b) was or becomes publicly known through no wrongful act or omission of the Contractor (and without breach of this Agreement); (c) was rightfully received from a third party who is not under an obligation of confidentiality to the Company; or (d) was independently developed by the Contractor without use of or reference to the Company’s Confidential Information. However, any combination of information shall not be deemed public or within the Contractor’s prior knowledge merely because individual parts of it are publicly known or known to the Contractor, if the combination itself and its principle of operation remain confidential.
8.4. Required Disclosure: If the Contractor is required by law, court order, or governmental regulation to disclose any Confidential Information, the Contractor must give prompt written notice to the Company (to the extent legally permitted) so that the Company has an opportunity to seek a protective order or otherwise prevent or limit the disclosure. The Contractor shall cooperate with any such efforts by the Company. If disclosure is still required, the Contractor shall only disclose the minimum amount of information legally necessary and shall use best efforts to ensure the information remains confidential under the circumstances (for instance, by requesting it be filed under seal or in camera in a legal proceeding).
8.5. Duration of Confidentiality Obligation: The confidentiality obligations set forth in this Section 8 shall commence on the Effective Date (or, if any Confidential Information was shared in anticipation of this Agreement, from the time of first disclosure) and shall survive the termination or expiration of this Agreement for a period of five (5) years thereafter. However, any trade secrets (as defined under applicable law) or personal data provided by the Company shall be kept confidential indefinitely, or for as long as such information remains a trade secret or required by law in the case of personal data, whichever is longer.
8.6. Return or Destruction: Upon the Company’s request at any time, and in any event upon termination of this Agreement or completion of the Services, the Contractor shall immediately cease using and, at the Company’s option, either return or securely destroy (or erase, in the case of electronic information) all Confidential Information in the Contractor’s possession or control, including all documents, files, records, media, and materials (and any copies thereof) containing any Confidential Information. Upon request, the Contractor shall certify in writing that all such Confidential Information has been returned or destroyed, and that no copies or extracts (including in electronic backup or archives) have been retained by the Contractor, except as required by law or bona fide internal compliance procedures (e.g., retained copies of communications for tax or legal record-keeping) in which case the Contractor shall continue to maintain the confidentiality of such retained information.
8.7. No Publicity: The Contractor shall not use the name, logo, trademark, or any reference to the Company or its affiliates, whether in marketing materials, case studies, testimonials, press releases, social media, or otherwise, without the Company’s prior written consent. The Contractor shall not disclose to any person (other than the Contractor’s legal or financial advisors, under duties of confidentiality) the existence of this Agreement or the fact that the Contractor is providing services to the Company, except as required to perform the Services or as permitted by the Company.
8.8. Remedies: The Contractor acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm and significant injury to the Company that may be difficult to ascertain or adequately compensate through monetary damages alone. Therefore, the Contractor agrees that the Company shall have the right to seek and obtain immediate injunctive relief (temporary, preliminary, or permanent) to enforce these confidentiality obligations, in addition to any other rights and remedies available at law or in equity. This provision shall not be construed to limit any damages or other relief in the event of a breach of confidentiality.
8.9. Continuation for Third-Party Info: Any Confidential Information of third parties (including the Company’s clients, partners, or suppliers) that is in the Company’s possession and disclosed to the Contractor shall be treated with the same level of protection as the Company’s Confidential Information under this Agreement. The Contractor will, if required by the Company or by such third party, enter into a separate confidentiality agreement directly with that third party. In the event of a conflict between such third-party confidentiality terms and this Agreement, the stricter terms providing greater protection to the information shall control.
The provisions of this Section 8 are fundamental to the interests of the Company and shall survive any termination or expiration of this Agreement as stated.
9.1. Compliance with Data Protection Laws: Each Party shall comply with all Applicable Data Protection Laws with respect to any Personal Data processed in connection with this Agreement. In particular, the Contractor, as an independent data controller or as a data processor (as the context may require), shall comply with the GDPR, the UK DPA, and any other applicable privacy laws in relation to Personal Data that the Contractor may receive, access, or process while performing the Services. The Contractor acknowledges that compliance with data protection obligations is a material condition of this Agreement.
9.2. Nature of Data Processing: The Company may disclose or provide access to certain Personal Data to the Contractor strictly for the purposes of performing the Services. Such Personal Data may relate to the Company’s customers, users, employees, or other individuals. The Parties anticipate that, in most cases, the Contractor will be acting as a data processor on behalf of the Company with respect to any Personal Data that the Company controls and provides to the Contractor as part of the Services. In some cases, the Contractor may also collect or determine the use of Personal Data independently (e.g., if the Contractor needs to collect personal information directly from individuals as part of the Services), in which case the Contractor might be a separate or joint data controller. Regardless of role, the Contractor agrees to handle all Personal Data lawfully and in accordance with the Company’s instructions and Applicable Data Protection Laws.
9.3. Contractor’s Data Protection Obligations:
9.4. Data Protection Documentation: At the Company’s request, the Contractor shall provide a data processing addendum or agreement (DPA) consistent with Article 28 of the GDPR (if and to the extent the Contractor is a processor) for the Company’s records, or any other documentation required by applicable privacy laws. In the event of any conflict between the terms of such DPA and this Agreement, the terms that provide greater protection for Personal Data or impose stronger obligations on the Contractor shall prevail (unless explicitly agreed otherwise in writing by the Parties).
9.5. Indemnity for Data Breaches: The Contractor acknowledges that strict compliance with data protection obligations is essential. The Contractor shall be fully liable for, and shall indemnify and hold harmless the Company (including its affiliates, officers, directors, and employees) from and against, any and all losses, damages, liabilities, penalties, fines, sanctions, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach by the Contractor (or its personnel or sub-processors) of this Section 9 or of any Applicable Data Protection Law. This includes, without limitation, any regulatory penalties or fines imposed on the Company, and any claims by individuals or other third parties (including the Company’s clients or partners) for loss or damage resulting from an unlawful or unauthorized processing of Personal Data by the Contractor. The Contractor’s liability under this indemnity shall not be limited by any other clause of this Agreement and shall survive the termination or expiration of the Agreement.
9.6. Data Return or Deletion: Upon the Company’s request, and in any event upon termination of the Agreement (or completion of the Services to which the Personal Data relates), the Contractor shall, at the Company’s choice, return to the Company all Personal Data (including any copies) in the Contractor’s possession or securely delete/destroy all Personal Data, unless retention is required by law. The Contractor shall confirm in writing that it has complied with the obligation to delete or return all Personal Data. If retention is required by law, the Contractor shall continue to protect the Personal Data in accordance with this Agreement and Applicable Data Protection Law and shall only process as necessary for the purpose specified by the law requiring retention.
9.7. Privacy Policies: The Contractor shall maintain an internal privacy policy or data protection policy consistent with the obligations hereunder, and shall, upon request, provide a copy or summary of such policy to the Company to evidence the Contractor’s general compliance framework. The Contractor shall also adhere to any applicable privacy or data handling instructions provided by the Company, including any instructions in a separate data processing agreement or attachment.
9.8. Independent Data Obligations: If the Contractor as part of the Services is expected to collect Personal Data directly from individuals (for example, running a campaign or survey on behalf of the Company), the Contractor must do so in compliance with privacy laws, including providing any required notices to individuals (as instructed or approved by the Company) and obtaining any necessary consents. The Contractor will present itself in such interactions as working on behalf of the Company and will immediately forward any complaints or communications regarding privacy to the Company.
9.9. Survival: The provisions of this Section 9 shall survive termination of the Agreement for as long as the Contractor continues to process or possess Personal Data related to this Agreement, and in any event with respect to any particular Personal Data, until such data is returned or deleted in accordance with Section 9.6 and all rights of data subjects and supervisory authorities in relation to that data have been satisfied.
This Section 9 is intended to ensure full compliance with data protection requirements and to allocate responsibilities between the Parties. In case of any doubt about data protection obligations, the Contractor shall immediately consult the Company for clarification and shall refrain from any action involving Personal Data that could put the Company at risk.
10.1. Company Materials: The Contractor acknowledges that in the course of performing the Services, the Contractor may have access to or use certain Intellectual Property of the Company, including but not limited to the Company’s logos, trademarks, copyrighted materials (such as text, images, software), proprietary data, technical materials, and other creative or intellectual works (collectively, "Company IP"). Any and all Company IP provided or made available to the Contractor is, and shall remain, the exclusive property of the Company (or its licensors). This Agreement does not grant the Contractor any ownership or permanent rights in the Company IP. The Contractor is granted a limited, revocable, non-exclusive, non-transferable license to use the Company IP solely as necessary to perform the Services during the term of this Agreement and strictly in accordance with any instructions or usage guidelines given by the Company. Upon termination of this Agreement or upon the Company’s earlier request, the Contractor shall immediately cease using and, if so requested, return or destroy all Company IP in the Contractor’s possession.
10.2. Creation of Work Product: Any and all work product, deliverables, inventions, creations, developments, works of authorship, or materials conceived, prepared, produced, developed, or delivered by the Contractor (either solely or jointly with others) in the course of or as a result of performing the Services under this Agreement (collectively, the "Work Product") shall be the sole and exclusive property of the Company from the moment of creation. Work Product includes, without limitation, reports, designs, drawings, documents, presentations, photographs, software code, algorithms, databases, audio-visual content, marketing content, or any other creative output produced for the Company under this Agreement, as well as any inventions or discoveries (patentable or not), improvements, or ideas that are conceived in performing the Services and that relate to the Company’s business or the Services.
10.3. Assignment of Rights: To the extent that any Work Product may not be considered a "work made for hire" for the Company (under applicable copyright law or otherwise), the Contractor hereby irrevocably assigns, transfers, and conveys to the Company, without further consideration, all right, title, and interest in and to all Intellectual Property Rights in such Work Product. This assignment is effective upon creation of each element of Work Product. The Contractor agrees that the Company shall have the right to obtain and hold in its own name any Intellectual Property Rights in respect of the Work Product. The Contractor shall perform any acts and execute any documents (upon the Company’s request) that may be necessary or useful to secure or evidence the Company’s ownership of the Work Product and related Intellectual Property Rights, including (without limitation) executing assignments, declarations, affidavits, or other documents for use in applying for or registering patents, copyrights, or other rights in any jurisdiction. If the Contractor fails or refuses to execute any such documents, the Contractor hereby appoints the Company as its attorney-in-fact to execute them on the Contractor’s behalf, which appointment is coupled with an interest and is irrevocable.
10.4. Waiver of Moral Rights: To the extent permitted by law, the Contractor waives any moral rights, droit moral, or similar rights in any Work Product that the Contractor may have as author or creator of the Work Product. This includes waiving any right to be identified as the author of the Work Product or to object to any derogatory treatment, alteration, or modification of the Work Product by the Company or any party authorized by the Company. If such rights cannot be wholly waived, the Contractor agrees not to enforce such rights in a manner that interferes with the exercise of the assigned rights by the Company or its successors and licensees.
10.5. Pre-Existing IP of Contractor: The Contractor might use or incorporate into the Work Product certain pre-existing works or materials that were developed by the Contractor outside the scope of this Agreement, or that are owned by the Contractor or third parties ("Background IP"). If any Background IP is included in or necessary for the use of the Work Product, the Contractor shall clearly identify it to the Company in writing (preferably before or at the time of delivery of the Work Product). For all such identified Background IP, the Contractor hereby grants the Company (and its successors and assigns) a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license, with the right to sublicense, to use, modify, reproduce, display, distribute, and create derivative works of that Background IP as part of or in connection with the Work Product or any derivative works thereof. If the Contractor does not identify any Background IP, the Contractor warrants that none was used or that none is needed for the Company to fully enjoy the Work Product. The Contractor further warrants that the Work Product (excluding any identified Background IP) is original to the Contractor and does not contain or infringe any third-party Intellectual Property Rights.
10.6. Company’s Trademarks and Name: The Contractor shall not use the Company’s name, logo, trademarks, service marks, or any brand identifiers (collectively, "Company Marks") in any manner (for example, in advertising, marketing, or publicity materials) without the Company’s prior written consent in each instance. Any permitted use of Company Marks shall be in accordance with the Company’s trademark guidelines (if provided) and shall inure to the benefit of the Company. The Contractor acknowledges the Company’s exclusive ownership of the Company Marks and agrees not to challenge or assist others to challenge the validity of the Company Marks or the Company’s ownership of them. The Contractor shall not register or attempt to register any trademark, business name, or domain name that is identical or confusingly similar to any Company Mark.
10.7. No Encumbrances: The Contractor shall ensure that all Work Product is free and clear of any liens, claims, encumbrances, or interests of any third party. The Contractor shall not grant or permit any lien or security interest to be enforced on any Work Product or related Intellectual Property that would conflict with the Company’s rights under this Agreement.
10.8. Infringement Indemnification: The Contractor represents and warrants that the use or possession of the Work Product by the Company (or its clients or assigns) will not infringe or misappropriate the Intellectual Property Rights of any third party. The Contractor agrees to indemnify and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, damages, losses, and expenses (including legal fees) arising out of or related to any claim that the Work Product or any Background IP (as incorporated into the Work Product) infringes, violates, or misappropriates any third party’s Intellectual Property Rights. This indemnification obligation is in addition to any general indemnity provided in Section 13, and shall not be subject to any limitation of liability to the extent it pertains to intellectual property infringement.
10.9. Intellectual Property of Contractor: Except for the Work Product and Company IP as defined above, the Company acknowledges that the Contractor retains ownership of all Intellectual Property that was developed or acquired by the Contractor prior to the Effective Date or developed outside the scope of this Agreement and not paid for by the Company. Nothing in this Agreement shall be construed to transfer ownership of the Contractor’s general know-how, skills, or experience, or any tools or methods used by the Contractor that are not unique to the Company’s work. The Contractor is free to use such general knowledge and skills in future engagements with other clients, provided that no Confidential Information of the Company or Company IP is used or disclosed.
10.10. Survival: The obligations and rights set forth in this Section 10 shall survive the termination or expiration of this Agreement. The Company’s ownership of Work Product and Company IP, and the Contractor’s obligations to assist in perfecting such ownership or to refrain from infringing or misusing the Company’s Intellectual Property, shall remain in effect indefinitely.
11.1. Services Provided "As Is": The Contractor acknowledges that, except as expressly set forth in this Agreement, the Company has not made any promises or warranties of any kind, whether express or implied, regarding the amount of work, the success or profitability of any project, or the suitability of the Contractor’s services for any particular purpose. Likewise, the Company acknowledges that the Contractor has not made any express warranties about the outcome of the Services other than to commit to perform in a professional manner. All Services and any support or information provided by the Company to the Contractor are provided on an "as is" basis. Each Party uses the outputs of this Agreement at its own risk, except as otherwise provided in this Agreement.
11.2. No Implied Warranties: To the maximum extent permitted by law, the Parties agree that no implied warranties or conditions (including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement) apply to this Agreement, the Services, or any deliverables or information exchanged under it. This Agreement is a commercial contract between parties acting in a business capacity and the only warranties and obligations are those explicitly stated herein.
11.3. Contractor’s Warranties on Services: The Contractor warrants that the Services will be performed with reasonable care and skill. Aside from this limited warranty, the Contractor disclaims any other warranties, and in particular does not guarantee any specific results or outcomes for the Company’s business. The Company understands that the success of any project may depend on numerous factors outside the Contractor’s control (such as market conditions, actions of third parties, or the Company’s own decisions).
11.4. Company’s Warranties: The Company warrants that it has the right to engage the Contractor and to provide any materials or access that it gives to the Contractor for the purpose of the Services. Aside from this limited warranty, the Company makes no other warranty. In particular, if the Company provides any software, tools, or documentation for use by the Contractor, it provides them without any warranty that they are error-free or fit for the Contractor’s intended use. The Contractor assumes responsibility for using any Company-provided resources carefully and in compliance with instructions.
11.5. Third-Party Products/Services: If the Contractor is required to use or interact with any third-party products, software, platforms, or services in performing the Services (for example, social media platforms, third-party APIs, or equipment owned by a client of the Company), the Contractor acknowledges that the Company is not responsible for the performance or suitability of those third-party elements. No warranty is given by the Company regarding third-party tools or environments, and the Contractor uses them at its own risk (though the Company shall reasonably cooperate in facilitating access or permissions as needed).
11.6. No Warranty of Continuous Engagement: The Contractor understands and agrees, as emphasized in Section 7, that the Company makes no guarantee or warranty of any ongoing or continuous engagement beyond any current assignment. The Company might choose to end the relationship or not offer further work at any time, per the terms of this Agreement. The Contractor waives any claims based on any expectation of continued work or income from the Company outside the scope of actual tasks awarded and completed.
11.7. Limitations by Law: If any law does not allow the exclusion of certain warranties, then any implied warranty is limited in duration to the minimum period allowed by law and is limited in scope to the minimum extent allowed by law. This Section 11 is not intended to deprive either Party of any mandatory protections provided under applicable law, but rather to set the agreement on warranties between business parties.
11.8. Reliance: Each Party acknowledges that it has not relied upon any warranty or representation made by the other Party except those explicitly set forth in this Agreement. All representations, communications, and statements (whether oral or written, including those made via Telegram or during negotiations) that are not expressly incorporated into this Agreement are superseded and have no effect. Each Party’s decision to enter into this Agreement is based solely on the terms herein and its own investigation of the facts and risks involved.
12.1. Exclusion of Certain Damages: To the fullest extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunities, loss of goodwill, or loss of data, arising out of or in connection with this Agreement or the Services, whether based in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages. This exclusion of certain damages applies to any claims for failure to perform obligations, or any breach of duty, or any tortious behavior, except to the extent specifically stated otherwise in this Agreement.
12.2. Cap on Direct Damages: Except for the specific liabilities addressed in Section 12.4 below, each Party’s total cumulative liability to the other Party arising out of or related to this Agreement, whether in contract, tort, breach of statutory duty or otherwise, shall not exceed the total amount of fees paid or payable by the Company to the Contractor for the Services in the three (3) months immediately preceding the event giving rise to the claim (or, if the duration of the Agreement has been shorter than 3 months, the total amount paid or payable for the entire duration of the Agreement). If no fees have yet been paid (for example, if a claim arises before any payment is due or in a case where the Contractor has provided services without compensation), the liability cap shall be five hundred pounds sterling (£500). This Section 12.2 applies in aggregate to all claims and causes of action that may arise, meaning that multiple claims will not enlarge the cap.
12.3. Fair Allocation of Risk: The Parties acknowledge that the limitations of liability in this Section 12 (and elsewhere in this Agreement) are part of the basis of the bargain between the Parties, have been taken into account in setting the fees or compensation (if any), and apply even if remedies fail of their essential purpose. The Contractor, as an independent business, understands that this limitation is an appropriate allocation of risk given the nature of the engagement and compensation. The Company likewise understands that it must carefully manage its risks given the reliance on an independent contractor.
12.4. Exceptions to Limitations: Nothing in this Agreement shall operate to exclude or limit either Party’s liability for: (a) death or personal injury caused by that Party’s negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability which cannot be excluded or limited by law (for example, certain statutory liabilities under applicable law); and (d) Contractor’s liabilities and indemnity obligations for breach of Confidentiality (Section 8), Data Protection (Section 9), or Intellectual Property obligations (Section 10), including any obligation to indemnify the Company for third-party claims under those sections. In particular, and without limiting the generality of this subsection, the Parties agree that the limitations and exclusions of liability in this Section 12 shall not apply to any losses or liabilities incurred by the Company as a result of: (i) a data breach or violation of data protection laws by the Contractor, (ii) a breach of confidentiality by the Contractor, or (iii) an infringement of Intellectual Property Rights caused by the Contractor. For such events, the Contractor’s liability shall be unlimited, subject to applicable law.
12.5. Liability of Company Affiliates and Personnel: The Contractor agrees that any claims, if any, that it may bring arising out of this Agreement shall be brought only against the Company and not against any of the Company’s affiliates, shareholders, officers, directors, or employees. Similarly, the Company shall not bring claims against individual employees or agents of the Contractor (if the Contractor is an entity) for matters arising under the Agreement. This provision is not intended to preclude claims against permitted assignees or transferees of a Party who become bound by this Agreement, nor to restrict rights of subrogation against insurers, but is intended to ensure that the contractual claims remain between the contracting entities.
12.6. Mitigation: Each Party has a duty to mitigate its damages. If a Party becomes aware of any circumstances that could lead to a loss or damages for which the other Party might be responsible, it shall use reasonable efforts to avoid or reduce those damages. For example, if the Contractor realizes that continuing a certain approach in performing the Services will lead to wasted time or resources due to a misunderstanding, the Contractor should inform the Company rather than continuing and expecting to claim all that wasted effort as damages. Likewise, if the Company sees that something delivered is slightly off but easily fixable, it should allow the Contractor to fix it rather than incurring large external costs and then claiming them. This concept is implied by law but is stated here for emphasis.
12.7. Time Limit for Claims: To the extent permitted by law, any claim by either Party against the other arising out of this Agreement must be brought within one (1) year from the date the cause of action arose, otherwise such claim is permanently barred. This does not apply to claims involving latent defects in Work Product, ongoing breaches of confidentiality, or other claims that by law have a longer period that cannot be contracted shorter; however, the Parties agree that, in light of the nature of their relationship, timely notice and action on potential disputes is beneficial, and one year is sufficient for most contract-related claims.
12.8. Application of Limitations: The limitations and exclusions of liability in this Section 12 apply regardless of the form of action, whether the damages were foreseeable or not, and whether a Party has been advised of the possibility of such damages. Each provision in this Section is to be construed as a separate limitation, applying and surviving even if one or more provisions is held inapplicable or unreasonable.
13.1. Contractor’s Indemnification of Company: To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the Company, its parent, subsidiaries, and affiliates, and its and their respective directors, officers, employees, agents, successors, and assigns (the "Company Indemnitees") from and against any and all claims, demands, suits, proceedings, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:
a. Breach of Agreement: Any breach or alleged breach by the Contractor of any representation, warranty, or obligation under this Agreement. This includes, without limitation, any failure to perform the Services in accordance with this Agreement, or any violation of confidentiality (Section 8) or data protection obligations (Section 9) or intellectual property provisions (Section 10) by the Contractor.
b. Violation of Law: Any violation by the Contractor of any applicable law, regulation, or ordinance in the course of performing the Services, including but not limited to data protection laws (such as GDPR or DPA), anti-corruption laws, export control laws, or employment and tax laws (with respect to the Contractor’s status and obligations).
c. Infringement Claims: Any claim that any Work Product, deliverable, or other materials created or provided by the Contractor (or its agents) infringe, misappropriate, or violate any third party’s patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights.
d. Personal Injury or Property Damage: Any claim of bodily injury, death, or damage to real or tangible personal property caused by the negligent or willful acts or omissions of the Contractor in connection with the performance of the Services.
e. Data Breach or Security Incident: Any security breach, data breach, unauthorized access, or cybersecurity incident attributable to the Contractor’s acts or omissions (including those of its subcontractors or personnel) that compromises Company data or the data of any third party obtained through the Company, or that causes harm to the Company’s systems or reputation.
The Contractor’s indemnification obligations include paying any settlements or judgments finally awarded to third parties (including government fines) and the Contractor’s own legal costs of responding to and defending against the claim, but only to the extent such losses arise from the Contractor’s conduct as described above.
13.2. Company’s Indemnification of Contractor: The Company shall indemnify and hold the Contractor harmless from and against any third-party claims, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising from (i) the Company’s breach of its material obligations under this Agreement, or (ii) any claim that materials or instructions provided by the Company to the Contractor and used within the scope of the Services infringe the Intellectual Property Rights of any third party.
13.3. Indemnification Procedure:
a. Notice: The Party seeking indemnification (the "Indemnified Party") shall promptly notify the other Party (the "Indemnifying Party") in writing of the claim, describing the claim and the alleged basis of liability with reasonable detail.
b. Defense: The Indemnifying Party shall have the right, at its option, to assume the defense of the claim with counsel of its own choosing. If the Indemnifying Party assumes the defense, it shall notify the Indemnified Party and thereafter be solely responsible.
c. Participation: The Indemnified Party may participate in the defense at its own expense, but the Indemnifying Party shall control the defense unless a conflict of interest exists.
d. Settlement: The Indemnifying Party shall not settle or compromise any claim without the Indemnified Party’s prior written consent if it involves any admission of wrongdoing or imposes any non-monetary obligation. For monetary settlements, consent shall not be unreasonably withheld.
e. Payment: The Indemnifying Party shall promptly pay any amounts due under this indemnity as incurred, including reimbursement of any expenses or costs and any settlements or final judgments.
13.4. Additional Remedies: The indemnification rights in this Section 13 are in addition to, and not in lieu of, any other remedies that one Party may have at law or in equity or under this Agreement for breach by the other Party.
13.5. Insurance: Without limiting the indemnification obligations hereunder, the Contractor agrees that it shall maintain at its own expense adequate insurance coverages that are customary for businesses providing similar services, in amounts sufficient to cover its potential liabilities under this Agreement.
This Section 13 shall survive termination of the Agreement. The Parties intend for the indemnification obligations to be as broad as legally permissible, subject to the limitations and exceptions specifically provided in this Agreement.
14.1. Term of the Agreement: This Agreement becomes effective as of the Effective Date defined in Section 2.4 (the date of the Contractor’s Acceptance) and shall continue in effect until terminated in accordance with this Section 14. There is no fixed duration; the Agreement will remain in force while Services are being performed and may cover multiple assignments over time, unless and until properly terminated by either Party.
14.2. Termination without Cause (At-Will Termination): Either Party may terminate this Agreement without cause (i.e., for any reason or no reason) by giving at least fifteen (15) calendar days' prior written notice to the other Party of its intent to terminate. The Parties may agree in writing to a shorter notice period for no-cause termination on a case-by-case basis (for instance, if both agree to immediate termination by mutual consent). During the notice period, the Contractor shall continue to perform any ongoing Services diligently (unless the Company instructs otherwise) and the Company shall continue to pay any agreed fees for Services performed. The Company, at its discretion, may elect to waive all or part of the notice period for a termination initiated by the Contractor, in which case the termination will become effective on an earlier date specified by the Company (and the Contractor will not be required to perform or be paid for days not worked during a waived notice period).
14.3. Termination for Cause: Either Party may terminate this Agreement immediately for cause by giving written notice to the other Party if the other Party has committed a material breach of this Agreement that is either incapable of cure or (if capable of cure) is not cured within seven (7) calendar days after the breaching Party’s receipt of written notice specifying the breach and requiring its cure. A "material breach" includes, but is not limited to:
If a breach is curable and the breaching Party remedies it within the notice period in a manner satisfactory to the non-breaching Party, the termination notice shall be deemed rescinded (unless explicitly stated as a notice of termination effective after a cure period if not cured). However, for avoidance of doubt, breaches concerning confidentiality, data protection, or intentional misconduct may be considered non-curable and grounds for immediate termination.
14.4. Termination by Mutual Agreement: The Parties may at any time mutually agree in writing to terminate this Agreement on immediate effect or as of a chosen date. Such mutual termination shall not be deemed a breach by either Party.
14.5. Effect of Termination:
14.6. Suspension of Services: The Company reserves the right to suspend the assignment of new tasks or the Contractor’s access to Company systems for a reasonable period if it suspects a breach.
14.7. Force Majeure Termination: Either Party may terminate the Agreement if a Force Majeure Event continues for an extended period.
Upon termination, the Contractor acknowledges that the independent contractor relationship is fully and finally concluded. The Contractor shall not hold themselves out as having any continuing relationship with the Company.
15.1. Definition: Neither Party shall be liable or deemed in breach for any failure or delay in performing its obligations under this Agreement (except for payment obligations for amounts already incurred) if and to the extent such failure or delay is caused by Force Majeure. A Force Majeure Event is defined as any event or circumstance beyond the reasonable control of the affected Party, which was not foreseeable at the time of entering into this Agreement (or, if foreseeable, could not have been avoided by reasonable precautions), and which prevents or impedes the performance of that Party’s obligations. Force Majeure Events may include, but are not limited to: natural disasters (such as floods, earthquakes, hurricanes, fires), war, invasion, acts of terrorism, civil unrest, epidemics or pandemics (including government-imposed lockdowns or quarantines), strikes or labor disputes (excluding strikes by that Party’s own employees or subcontractors), interruptions of utility service (such as electricity or internet outages not attributable to the affected Party’s actions), government regulations or actions (such as embargoes, sanctions, or changes in law that render performance illegal), or any other events beyond the control of the Parties.
15.2. Notice of Force Majeure: The Party claiming relief under Force Majeure shall notify the other Party without undue delay after becoming aware of the Force Majeure Event. Such notice shall describe the nature of the event, the obligations affected, the expected duration (if known), and the steps the affected Party is taking or plans to take to mitigate the effect of the event. The affected Party shall continue to keep the other Party reasonably informed of any material developments.
15.3. Performance During Force Majeure: Upon providing notice of a Force Majeure Event, the affected Party’s obligations that are impacted by the event shall be suspended to the extent and for the duration that those obligations are actually impacted. The affected Party shall use reasonable efforts to mitigate the effect of the Force Majeure Event on its performance and to resume full performance as soon as reasonably possible.
15.4. Payments During Force Majeure: If the Contractor’s performance is prevented due to Force Majeure, the Company’s obligation to pay for Services shall be suspended for the period during which no Services are provided. If partial Services are provided (e.g., via limited capacity), the Company shall pay proportionally for the Services actually rendered that meet the requirements. If the Company’s ability to make timely payment is affected by Force Majeure, the Contractor shall grant a grace period without late fees or breach, but the Company must pay as soon as practicable.
15.5. No Default: Provided that proper notice is given and mitigation efforts are undertaken, a delay or failure in performance due solely to Force Majeure will not constitute a breach or default of this Agreement. The time for performance shall be extended by a period reasonably necessary to overcome the effect of the Force Majeure Event. If the Force Majeure Event affects only part of the obligations, other obligations that are not affected (and can be reasonably separated) should continue to be performed as agreed.
15.6. Termination for Extended Force Majeure: If a Force Majeure Event continues for a prolonged period making performance of a material part of this Agreement impracticable or futile, either Party may terminate this Agreement by giving written notice to the other. The Parties agree that if a Force Majeure Event lasts for thirty (30) consecutive days or more (or if it is reasonably expected to do so), it shall be considered a sufficiently long duration to trigger this right to terminate, unless the Parties mutually agree to a longer period of suspension. In the event of such termination, neither Party shall have further liability to the other except that: (a) the Company shall pay the Contractor for any Services actually performed (and not yet paid for) up to the effective date of termination; and (b) the Parties shall continue to be bound by any surviving provisions.
15.7. No Force Majeure for Financial Hardship: For clarity, Force Majeure shall not include (i) financial distress or inability to pay on the part of either Party, or (ii) general economic or market conditions not caused by a specific Force Majeure Event, as the risk of such conditions is assumed by the Parties under this Agreement. Also, a mere shortage of labor, materials, or utilities (absent a qualifying event causing it) may not constitute Force Majeure if it could have been prevented or mitigated by reasonable planning or backups.
15.8. Prioritization: If the Force Majeure Event affects the Contractor’s ability to perform services for multiple clients, the Contractor shall not treat the Company less favorably in any prioritization of service resumption. Conversely, the Company shall fairly consider the Contractor’s situation in setting any revised deadlines once the Force Majeure subsides.
In summary, under this Section 15, both Parties commit to fair dealing and communication in the face of unforeseen events, to minimize damage and resume normal operations as soon as possible, or to amicably part ways if the event prevents fulfilling the purpose of the Agreement.
16.1. Right to Amend by Company: The Company reserves the right to modify, amend, or update the terms of this Agreement (including any documents incorporated by reference) by providing the Contractor with at least fifteen (15) calendar days' prior notice of the changes. Such notice will clearly identify the proposed amendments and the effective date of the changes. Notice may be given via email to the Contractor’s email address on file, via Telegram (with a link or attachment detailing the changes), or through a dedicated update posted on the Company’s website (if applicable) with a notification to the Contractor. It is the Contractor’s responsibility to ensure the Company has current contact information for such notices.
16.2. Contractor’s Acceptance of Amendments: If the Contractor objects to any such changes, the Contractor must notify the Company in writing of their objection before the effective date of the amendment. In such case, the Parties shall discuss the concerns in good faith. If the Company, after discussions, decides to proceed with the changes unchanged, the Contractor may, prior to the effective date, choose to terminate the Agreement (without any liability for early termination, deemed as termination without cause) by providing written notice to the Company in accordance with Section 14.2. If the Contractor does not provide a written objection to the proposed changes before the effective date, and continues to perform Services for the Company or otherwise enjoys the benefits of the Agreement after the effective date, the Contractor will be deemed to have accepted the amended terms.
16.3. Form of Amendments: Any amendment or modification to this Agreement proposed by the Company will typically be provided in the form of a revised Agreement (with changes highlighted or otherwise indicated) or an addendum specifying the changes. After the effective date, the revised Agreement (or the original Agreement as modified by the addendum) will supersede the prior terms. The Company may ask the Contractor to acknowledge or sign the amended Agreement or addendum as a formality, but the lack of such signature does not invalidate the amendment if proper notice was given and the Contractor continued the engagement.
16.4. Mutual Amendments: Apart from the Company’s right to unilaterally update the public Offer terms as described above, any other modification or amendment of this Agreement must be in writing and signed or explicitly agreed by both Parties (which can include agreement via email or electronic acceptance, provided there is clear evidence of mutual consent).
16.5. Notice Period for Changes: The 15-day notice period for Company-initiated amendments may be shortened by the Company in circumstances where a change is required by law or necessary to address an emergency or urgent situation. In such cases, the Company will give as much notice as reasonably practicable and the reasons for the shorter notice. The Contractor still retains the right to object or terminate as per Section 16.2 if the Contractor does not agree with the changes.
16.6. Written Confirmation of Updates: The Company shall maintain a version history of this Public Offer Agreement, noting effective dates of any amendments. Upon the Contractor’s request, the Company will provide the Contractor with the latest version of the Agreement as amended. It is recommended that the Contractor keep a copy of any notice of amendment and the text of changes for reference.
16.7. No Oral Modifications: The Parties expressly agree that oral or implied agreements (including those implied by behavior or statements) that purport to modify this Agreement are not binding. Only documented changes as described above have effect. For instance, tolerance of a breach or a leniency in enforcement by the Company does not amount to the Company having officially changed or waived the term unless done in writing.
16.8. Contractor’s Suggestions: If the Contractor proposes any changes to this Agreement (for example, to reflect unique aspects of their services or legal requirements of their jurisdiction), the Contractor should communicate these proposals to the Company. The Company is not obligated to accept any Contractor-proposed changes, but if the Parties mutually agree, they can be documented as an amendment under Section 16.4.
In summary, the Company can update the public terms of this Agreement with notice, and the Contractor can either accept the changes or reject them (and potentially terminate the relationship if the issue can’t be resolved). Both Parties can also mutually agree to modify specific terms if needed, but everything must be in writing.
17.1. Governing Law: This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) and any local laws implementing the Convention shall not apply to this Agreement. The choice of English law is made because the Company is registered in England, and both Parties agree to the predictability and neutrality of applying English law to govern their relationship.
17.2. Jurisdiction: Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Both the Contractor and the Company consent to the personal jurisdiction of such courts and waive any objections on the grounds of venue or forum non conveniens (inconvenient forum).
17.3. Specific Courts: Unless the Parties agree otherwise, any proceedings shall be brought in the appropriate High Court of Justice in London, England, or in the County Courts of England and Wales as applicable based on the nature and value of the claim. Each Party agrees to accept service of process by registered mail or courier to its address for notices (or any other method authorized by law or court rules), and any judgment or order of an English court shall be enforceable against them in their home jurisdiction (to the extent such enforcement is needed and allowed by applicable law or international treaties).
17.4. Injunctive Relief and Equitable Remedies: Notwithstanding the above regarding jurisdiction, the Parties acknowledge that a breach of certain obligations (for example, misuse of Confidential Information or Intellectual Property) may cause irreparable harm that might necessitate immediate equitable relief. The Parties agree that the Company may seek injunctive relief or other equitable remedies in any competent court of jurisdiction (including courts outside of England and Wales) to protect its Confidential Information or Intellectual Property Rights. The pursuit of such provisional measures or injunctive relief in another jurisdiction shall not be construed as a waiver of the governing law or jurisdiction provisions for the merits of the case. Once an interim relief is secured, the substantive resolution of the dispute shall still be in the English courts if initiated there.
17.5. Arbitration Option: Optional: At the Company’s sole election, any dispute arising under this Agreement may instead be finally resolved by binding arbitration under the London Court of International Arbitration (LCIA) Rules, with the seat of arbitration in London, England and proceedings in English, before a single arbitrator appointed in accordance with the LCIA Rules. The arbitral award shall be final and binding and may be entered and enforced in any court of competent jurisdiction. If the Company elects arbitration, the Contractor agrees to submit to arbitration and the exclusive jurisdiction clause above shall not apply to that dispute (except for enforcement of the award or interim measures). The Company shall notify the Contractor of such election in writing before initiating legal proceedings. The Parties may also mutually agree in writing to arbitrate any dispute.
17.6. Legal Fees and Costs: In the event of any dispute arising out of this Agreement, unless otherwise ordered by the court or arbitrator, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs from the other Party. This is to encourage fair dealing and discourage meritless claims or defenses. However, if each Party prevails on some aspects of a dispute (mixed outcome), a court or arbitrator may apportion the fees and costs as appropriate under the circumstances or each Party bears its own.
17.7. Acknowledgment: The Contractor acknowledges that by agreeing to English law and the jurisdiction of English courts, they may be foregoing rights they would otherwise have under the law or courts of their own country. The Contractor confirms that it has had the opportunity to review this choice of law and jurisdiction clause, to seek independent legal advice if desired, and that it willingly accepts this clause as part of the overall Agreement. The Parties specifically intend for the English courts to have jurisdiction to avoid any potential argument over jurisdiction in the future, given the international nature of possible contractor relationships.
This Section 17 shall survive the termination of the Agreement, meaning any disputes post-termination will still be subject to these governing law and jurisdiction terms.
18.1. Entire Agreement: This Agreement (including any schedules, annexes, or addenda explicitly incorporated, and any written statements of work or project assignments agreed by the Parties as being governed by this Agreement) constitutes the entire agreement between the Company and the Contractor relating to the subject matter herein, and supersedes all prior and contemporaneous agreements, negotiations, understandings, representations, and proposals, whether written or oral, between the Parties with respect to that subject matter. Each Party acknowledges that in entering into this Agreement, it has not relied on any statement, promise, representation, assurance, or warranty not expressly set out in this Agreement. Each Party waives all rights and remedies (including any right to rescind or claim damages) for any misrepresentation (whether made innocently or negligently) or any promise not contained in this Agreement, except that nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
18.2. No Waiver: No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any further or future exercise of that or any other right, power, or remedy. To be effective, any waiver must be in writing and signed by the Party granting the waiver. A waiver of any right or remedy in one instance shall not be deemed a waiver of any future obligation or default. For example, if the Company does not strictly enforce a deadline or requirement on one occasion, it does not waive the right to enforce it on another occasion.
18.3. Severability: If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, then: (a) such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable (and the Parties shall negotiate in good faith any necessary amendment to reflect the original intent as closely as possible); or if such modification is not possible, (b) the provision shall be severed from this Agreement and ignored. In either case, the remainder of this Agreement shall continue in full force and effect. The Parties further agree to use their best efforts to replace any invalid or unenforceable provision with a valid and enforceable one that, insofar as practicable, achieves the original purpose and intent of the invalid or unenforceable provision.
18.4. Assignment: The Contractor shall not assign, transfer, subcontract (except as permitted in Section 6.5), or delegate any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Company. Any attempted assignment or delegation in violation of this clause shall be null and void and of no effect. The Company may assign or transfer its rights and obligations under this Agreement, in whole or in part, to any of its affiliates or to any successor entity (for example, in the event of a merger, acquisition, corporate reorganization, or sale of substantially all assets or business to which this Agreement relates), or to any other entity in connection with a transfer of the project for which the Services are provided. In such case, the Company shall provide notice to the Contractor, and the assignee/transferee shall be deemed substituted for the Company under this Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
18.5. No Third-Party Beneficiaries: This Agreement is for the sole benefit of the Company and the Contractor and their respective permitted successors and assigns. Except as expressly provided in Sections 9 and 13 (for the benefit of Company Indemnitees, data subjects, etc., which may have specific rights by law or under the indemnity), nothing in this Agreement is intended to confer upon any third party any rights, benefits, or remedies of any kind or to create any obligation of a Party to any such third party. The Parties do not intend that any terms of this Agreement will be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, by any person who is not a party to this Agreement (except that affiliates of the Company can enforce indemnities, and disclaimers as applicable).
18.6. Relationship of Parties: The relationship of the Parties is as set out in Section 4. Nothing in this Agreement shall constitute or be deemed to constitute a partnership, association, joint venture, or employment relationship between the Parties. The Contractor shall not be deemed an agent or representative of the Company for any purpose, and the Contractor has no authority or power to bind or commit the Company, or to speak on behalf of the Company, in any way. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
18.7. Notices: Any notices or other communications required or permitted under this Agreement (other than routine operational communications, which will be via Telegram per Section 5) shall be in writing and shall be deemed duly given: (a) on the day of delivery if delivered personally or by courier service with tracking (signature required upon receipt); (b) on the fifth business day after mailing if mailed by certified or registered airmail (return receipt requested) postage prepaid; or (c) on the first business day after sending if sent by a reputable overnight delivery service; or (d) on the day of sending if sent by email (provided no bounce or error message is received by sender) and confirmed by one of the other methods of delivery. All notices shall be sent to the addresses of the Parties as set forth in this Agreement or to such other address as either Party may designate by notice given in accordance with this section. The initial notice address for the Company shall be: Marvel Solution Ltd, International House, 101 King’s Cross Road, London WC1X 9LP, England (and email: [email protected]); and for the Contractor: the physical and/or email address provided by Contractor at the time of acceptance or as updated by Contractor. Notices to the Company should be marked attention to an officer or manager. Notices to the Contractor may be addressed to the Contractor’s signatory or point of contact.
18.8. Execution; Counterparts: This Agreement may be accepted or executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart (or acceptance) of this Agreement by facsimile, email (as a scanned PDF), or other electronic means (including electronic acceptance click-through) shall be effective as delivery of a manually executed counterpart. In the context of a public Offer, the Contractor’s Acceptance (per Section 2.2) and the Company’s provision of the terms (posting or sending) shall together create the fully executed Agreement without the need for a signature. Nonetheless, if requested by the Company, the Contractor agrees to sign a formal copy of this Agreement (or an acknowledgment of acceptance) to confirm the contractual relationship for record- keeping purposes, without prejudice to the fact that the Agreement was already formed by Acceptance.
18.9. Language: This Agreement is drafted in the English language, which shall be the only language used in its interpretation. If this Agreement or any related documents are translated into another language, the English version shall prevail to the extent of any inconsistency or ambiguity. The Contractor confirms that they fully understand the English language and the contents of this Agreement. If needed, the Contractor has had the opportunity to consult a translation or seek advice to comprehend the terms before Acceptance.
18.10. Further Assurances: Each Party agrees to execute and deliver such further documents, and to take such further actions, as may be reasonably necessary to give full effect to the intent and purpose of this Agreement and to carry out its provisions. This includes, without limitation, cooperating in registrations, assignments of IP rights, audits for compliance, or any other acts reasonably required to fulfill the obligations set forth herein.
18.11. Interpretation: In this Agreement, unless the context requires otherwise: (a) references to any law, statute, or regulation shall include any amendments or re-enactments thereof from time to time; (b) headings are for convenience only and shall not affect interpretation; (c) "including" or "includes" means "including without limitation"; (d) references to sections or clauses are to those in this Agreement unless stated otherwise; (e) words denoting the singular include the plural and vice versa; (f) references to "in writing" include communication by email or other electronic text unless expressly stated otherwise for specific notices; (g) the word "or" is not exclusive (i.e., "A or B" means either or both). Both Parties acknowledge they have participated in negotiating and drafting this Agreement (even if one party provided the initial draft), therefore no presumption shall arise favoring or disfavoring any Party by virtue of authorship of any provision.
By accepting this Public Offer Agreement, the Contractor acknowledges that they have read and understood all the terms and conditions above and agree to be legally bound by them. The Contractor further acknowledges that they are entering a business-to-business contract and have had the opportunity to seek independent legal advice.
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