CLIENTS’ TERMS OF SERVICE
WeStudents srl, incorporated in the Italy, registration number P.IVA 11961860019, address: Strada antica di Collegno, 225, Torino, TO, CAP 10145, Italy (the “Company”), offers to provide the services at the conditions
specified in these Clients’ Terms of Service (the “Terms”).
The Client accepts the Terms by paying the Contractor’s invoice (the “Invoice”) or by signing and the Services Agreement (the
“Agreement”), each containing the reference to the Terms. The Invoice and the Terms or the Agreement and the Terms, as the
case may be, together shall constitute the entire contract (the “Contract”) between the Client and the Contractor (the
1.1. The Contractor’s services (the “Services”) include:
1.1.1. formation of team of skillful and experienced professionals (the “Team Members”) for performing the Services requested
by the Client in the Invoice or in the Agreement and agreeing the Team Members with the Client;
1.1.2. introduction to the Client of the entire team working on the specific project;
1.1.3. planning of the Sprints (clause 1.2) and agreeing them with the Client;
1.1.4. project management;
1.1.5. work of the Team Members on the Client’s tasks;
1.1.6. tracking of the Time (clause 2.2) spent by every Team Member;
1.1.7. conference calls with the Client upon the Sprint completion (clause 4.3);
1.1.8. other information technology services.
1.2. The Services shall be delivered by sprints which are time intervals assigned for the work on the agreed tasks (the
“Sprint”). Each Sprint shall last 2 calendar weeks.
Team Members provide their services in special modes (hereinafter - Minimum Performance):
− Part time, which involves more than 30 (thirty) hours of work of one Team Member per Sprint; or
− Full time, which involves more than 60 (sixty) hours of work of one Team Member per Sprint.
For certain Team Members, the Parties may agree on a different Minimum Performance.
1.3. The Contractor and Team Members commence working on the Client’s tasks only:
1.3.1. after the Contractor receives the Deposit (section 3); and
1.3.2. after the Client has approved all the Team Members provided by the Contractor; and
1.3.3. after the Client approved the Sprint.
1.4. The Services shall be deemed duly rendered and become subject to payment upon acceptance (clause 4.3).
1.5. If rendering the Services requires providing the information or other assistance from the Client it shall provide the
Contractor or the Team Members with such information or assistance within 3 calendar days following receipt of the
2.1. The Contractor’s fee (the “Fee”) shall be the aggregate of the fees of all the Team Members working on the Sprint.
2.2. The Team Member Fee (the “Team Member Fee”) shall be calculated by multiplication of the Team Member’s hourly rate
(the “Rate”) by the quantity of hours (the “Time”) spent by the Team Member for all the tasks within the Sprint. The Contractor
shall specify the Rate of each Team Member upon his/her introduction to the Client (clause 1.1.2).
2.3. The calculation of the Fee is carried out in such a way that, regardless of the amount of Time spent by the Team Member,
the cost of services provided by the Team Member cannot be less than the amount within the Minimum Performance (clause
2.4. The Time is determined according to the Contractor’s time-tracking solution or third-party time-tracking solution
normally used by the Contractor.
2.5. The Client shall approve the Rates simultaneously with approval of the Team Members (clause 1.3.2), and if the Client
approves a Team Member, then it is deemed that the Client also approved his/her Rate.
2.6. The Client shall pay the Fee for the tasks it has not rejected (clause 4.5). The Contractor issues an invoice for the Fee upon
completion of each Sprint, and the Client shall pay such invoice within 10 days after the date of the invoice.
2.7. If the Contract is terminated the Client shall pay all the Time spent by the Team Members including the Time spent for
the non-completed Sprints and tasks.
2.8. The Fee shall be paid by the Client net of all transaction charges. The Fee and other amounts do not include VAT unless
the invoice or the Agreement provide otherwise.
2.9. The Fee shall be considered to be paid when the amount paid is credited to the Contractor’s bank account.
3. CLIENT’S DEPOSIT
3.1. The Client’s deposit (the “Deposit”) is an advance payment for the Services.
3.2. The Parties agree on the Deposit amount in the Invoice or in the Agreement.
3.3. The Deposit becomes non-refundable once the Parties have agreed upon the Team Members and they have started
work. The Deposit shall be set-off against the Fee (as an advance payment) but will not be refunded fully or partially to the Client
if the Fee is less than the Deposit.
3.4. If the Deposit is entirely set off by the Contractor against the Fee the Parties may agree on the new Deposit amount to
proceed with the Client’s tasks. The Contractor shall issue the invoice for the new Deposit which the Client shall pay within 10
days as of the invoice date.
4. SPRINT. REVIEW
4.1. The Contractor shall assign a Sprint Manager to communicate with the Client.
4.2. The Client shall discuss with the Sprint Manager the scope of the tasks, their priority and provide the Sprint Manager with
other information required for planning a Sprint. The Sprint Manager shall plan the Sprint and agree it with the Client before its
4.3. The Sprint shall be completed by a conference call between the Client, Sprint Manager and the Team Members which
shall be held on the 14th calendar day (the “Sprint End Date”) following the day of the Sprint beginning. If the Sprint End Date is
not a Business Day, then the Sprint End Date shall be the first Business Day following the 14th calendar day after the date of the
4.4. Each task shall be completed in compliance with: (1) the instructions given by the Client when the Sprint was planned;
and (2) common industry practice.
4.5. The Client shall accept or reject each of the tasks completed during the Sprint within 5 calendar days following the Sprint
End Date (the “Review Period”). The Client may reject a completed task by giving, within the Review Period, a detailed feedback
on the task, demonstrating that the Services result does not comply with clause 4.4. Rejection of a specific task shall not affect
acceptance of other tasks. All the tasks not rejected by the Client within the Review Period shall be considered duly performed
and accepted on the last day of the Review Period.
If, after the expiration of the Review Period, the Contractor has not received a reasoned refusal from the Client or a signed
Service provision Certificate (if applicable), the Services are considered to be provided and accepted properly from the last day
of the Review Period.
4.6. If after review of the tasks the Client and the Contractor conclude that a task was completed with material deviations
from the instructions given by the Client when the Sprint was planned and common industry practice, then the Time spent for
such task shall be disregarded for the purpose of calculation of the Fee.
4.7. The rejected tasks shall be included in the following Sprint. The Client shall pay for the performance on such tasks in the
5. CORPORATE RESOURCES
5.1. The Contractor shall:
5.1.1. provide the Client with access to the task management system used for the Client’s projects: Monday or the task management
system developed by the Contractor;
5.1.2. arrange that the Team Members transfer the Services results as follows:
220.127.116.11. object or source code – via the code repository or version control system used by the Contractor, unless other is agreed
by the Parties via email;
18.104.22.168. interface design – via Figma;
22.214.171.124. all the other Services results – via Monday, or the task management system developed by the Contractor, or by other means
agreed by the Parties.
5.2. The Contractor shall provide the Client with access to the resources specified in clause 5.1 (the “Corporate Resources”) to
the Client’s email specified in the Invoice or in the Agreement. All the actions performed in the Corporate Resources via the
Client’s account linked to its email shall be considered to be the Client’s actions.
5.3. If any of the resources necessary for transfer of the Services results is beyond control/access of the Contractor, then the
Client shall provide the Contractor (and/or respective Team Member) with the access to such resource.
6. PERSONAL DATA
6.1. To ensure executing of and performance under the Contract and communication between the Client and the Team
Members the Contractor shall be entitled to collect, store, transfer to the Team Members or process in a different way the
personal data of the Client’s managers, employees or any other data subjects acting on behalf of the Client (the “Client’s
Personnel”). Such personal data include last name, first name, patronymic (if applicable), place of employment, job title and the
powers to enter into the Contract or place the tasks, telephone number, e-mail addresses, details of the corporate accounts.
6.3. The Client shall ensure:
6.3.1. that each of the Client Personnel consented to processing of their data as described in clause 6.1; and
6.3.3. the data of the Client Personnel are transferred to the Contractor in compliance with the data protection laws of the
country of business of the Client.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Intellectual Property Rights shall mean intellectual property rights to the Services Results, i.e.:
7.1.1. copyrights and related rights, inventions (whether patentable or not), patents, trademarks, get up or logos, trade names,
service marks, business names (including internet domain names), design rights, database rights, semi-conductor topography
rights, rights in undisclosed or confidential information (such as know-how and trade secrets) in each case whether registered or
7.1.2. applications for registration, the right to apply for registration for any of the same, and any renewals, reissues,
extensions, continuations or divisions of the items specified in clause 7.1.1;
7.1.3. rights to use the assets listed in clauses 7.1.1 and 7.1.2 under licenses, consents, orders, statutes or otherwise
7.1.4. all other intellectual property rights and equivalent or similar forms of protection now or hereafter subsisting anywhere
in the world.
7.2. The Contractor shall ensure assignment of moral rights to the results of the Services, and where the applicable law does
not allow an assignment or waiver of the moral rights, obtain and maintain the author’s consents for:
7.2.1. the use of intellectual property without indicating the author of the Services results;
7.2.2. publication of the Services results;
7.2.3. incorporation of the Services results in the other intellectual property;
7.2.4. other consents required for the Client’s use of the work as if the Contractor ensured assignment or waiver of the author’s
7.3. The Contractor assigns the Intellectual Property Rights to the Services results to the Client immediately after the task
within completion of which the Service result was created was paid by the Client.
7.4. The Client shall retain any and all Intellectual Property Rights to the information that have been disclosed to the
Contractor or any Team Members for the purposes of the Services delivery.
7.5. If the Client provides the Contractor or the Team Member with any intellectual property or information to be used in the
course of rendering the Services then the Client by providing such intellectual property or information grants the Contractor and
the Team Member a free, non-exclusive, transferrable, non-assignable worldwide license for the intellectual property and
information so provided. The Client grants such license only for the period of the Services delivery. Such license allows using the
Client’s intellectual property only for and in the course of the Services delivery. The Contractor shall, at the Client’s choice,
return or destroy the copies of the Client’s intellectual property after the Services delivery.
7.6. The Contractor may use the results of the Services only for portfolio and presentations.
8.1. Each Party shall:
8.1.1. treat as confidential all and any information that has been developed or became known to it in the course of performing
under the Contract (the “Confidential Information”);
8.1.2. not use the Confidential Information except as contemplated herein or otherwise authorized in writing;
8.1.3. implement reasonable procedures to prohibit the unauthorized disclosure or misuse of the Confidential Information;
8.1.4. not disclose the Confidential Information to any third party except for the purpose of performing the Contract, and
subject to confidentiality obligations similar to those set forth herein;
8.1.5. use at least the same procedures and degree of care it uses to prevent disclosure of its own confidential information to
prevent disclosure of the Confidential Information.
8.2. Notwithstanding the above, neither party shall have liability to another with regard to any Confidential Information:
8.2.1. which was publicly available at the time it was disclosed or becomes publicly available through no fault of the Party which
received the Confidential Information (the “Recipient”); or
8.2.2. was known to the Recipient, without similar confidentiality restriction, at the time of disclosure; or
8.2.3. was independently developed by the Recipient without any use of Confidential Information as evidenced by records; or
8.2.4. becomes known to the Recipient without similar confidentiality restriction from a source other than the Party which
discloses the Confidential Information (the “Disclosing Party”);
8.2.5. disclosed by the Contractor in the portfolio or presentation.
8.3. In addition, each Party shall be entitled to disclose the Confidential Information to the extent required by any order or
requirement of a court, administrative agency, or other governmental body provided that the Recipient provides the Disclosing
Party prompt advance notice thereof to enable the Disclosing Party to seek a protective order or otherwise prevent such
8.4. The Parties shall immediately notify each other about disclosure of the Confidential Information, threat of its disclosure,
its unlawful obtaining or use by third parties.
8.5. This section 8 applies unless otherwise stated in a separate non-disclosure agreement executed by the Parties.
9. INDEMNITY. CONTRACTOR’S LIABILITY. SUSPENSION OF SERVICES
9.1. In addition to any other remedies available to the Contractor, the Client shall indemnify the Contractor against any
aggregate of losses and Litigation Expenses (clause 9.2) (together – the “Indemnifiable Losses”) arising out of any judicial,
administrative, or arbitration action, suit, claim, investigation, or proceeding with respect to breach of third party rights
(including intellectual property rights and moral rights) caused by use of intellectual property and information provided by the
Client to the Contractor for use in the course of rendering the Services or by processing personal data referred to in clause 6.1,
including through failure to comply with clause 6.3 (the “Non-Party Claim”), except if the Contractor negligently or intentionally
caused those Indemnifiable Losses.
9.2. The “Litigation Expenses” shall mean any out-of-pocket expense incurred in defending a Non-Party Claim or in any
related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and
other professionals’ fees and disbursements.
9.4. To assume the defense of a Non-Party Claim, the Client must notify the Contractor that it is doing so. Promptly
thereafter, the Client shall acquire the right to represent the Contractor in the Non-Party Claim via an independent legal counsel
that is reasonably acceptable to the Contractor.
9.5. The Contractor is entitled to participate in the defense of a Non-Party Claim. The Contractor may defend a Non-Party
Claim with counsel of its own choosing and without the Client participating if:
9.5.1. the Client notifies the Contractor that it does not wish to defend the Non-Party Claim; or
9.5.2. by midnight at the end of the tenth day after the Contractor notifies the Client of the Non-Party Claim the Client doesn’t
notify the Contractor that it wishes to defend the Non-Party Claim; or
9.5.3. representation of the Client and the Contractor by the same counsel would, in the opinion of that counsel, constitute a
conflict of interest.
9.6. The Client shall pay any Litigation Expenses that the Contractor incurs in connection with defense of the Non-Party Claim
before the Client assumes the defense of that Non-Party Claim, except with respect to any period during which the Contractor
fails to timely notify the Client of that Non-Party Claim. The Client will not be liable for any Litigation Expenses that the
Contractor incurs in connection with defense of a Non-Party Claim after the Client assumes the defense of that Non-Party Claim,
other than Litigation Expenses that the Contractor incurs in employing counsel in accordance with clause 9.5, which Litigation
Expenses the Client shall pay promptly as they are incurred.
9.7. After the Client assumes the defense of a Non-Party Claim, the Client may contest, pay, or settle the Non-Party Claim
without the consent of the Contractor only if that settlement:
9.7.1. does not entail any admission on the part of the Contractor that it violated any law or infringed the rights of any person;
9.7.2. has no effect on any other claim against the Contractor; and
9.7.3. provides as the claimant’s sole relief monetary damages that are paid in full by the Client; and
9.7.4. requires that the claimant release the Contractor from all liability alleged in the Non-Party Claim.
9.8. In any case, the Contractor’s liability shall be limited to 50% of the Fee paid by the Client during the year preceding the
event which has given the rise to the Contractor’s liability.
9.9. The Contractor may with or without notice, without any liability to the Client, immediately suspend rendering the
Services (until the cause for suspension is eliminated) if the Client breaches the Contract, for example:
9.9.1. does not provide the Contractor or the Team Members with the information or assistance pursuant to clause 1.5; or
if the Client fails to pay any invoice when due.
9.10. If the Client delays any payment for 10 days or more, the Contractor does not warrant availability of Team Members and
may, at its discretion, replace any Team Member with a person of comparable skills and expertise, and such replacement does
not require approval or consent of the Client.
9.11 Any delays in the settlement of invoices shall be charged to the customer at a penalty of 0.03% of the amount due on a daily basis.
The company reserves the right to assign the credit to a third party who will then be assigned to collect it.
10. REPRESENTATIONS, WARRANTIES AND GUARANTEES
10.1. The Contractor warrants and guarantees:
10.1.1.that the Contractor is a duly incorporated company, legally operating and being in good standing in accordance with the
laws of Republic of Italy with the full capability to enter into the Contract, and that upon execution and delivery of the
acceptance, the Contract shall be deemed valid, binding and enforceable legal instrument upon the Contractor;
10.1.2.that the Contractor do not engage in any acts which would be considered to constitute modern slavery. Workers shall not
be subject to any form of forced, compulsory, bonded, or indentured labor. All work must be voluntary and workers shall have
the freedom to terminate their employment at any time without penalty, upon giving reasonable notice. Contractor takes
reasonable steps to ensure that there is no modern slavery in its supply chain through engagement with its Employees,
Suppliers, Subcontractors and other participants;
10.1.3.That the Contractor values all employees and job candidates as unique individuals and welcome the variety of
experiences they bring to the company. Contractor has a strict non-discrimination policy. Contractor believes everyone should
be treated equally regardless of race, sex, gender identification, sexual orientation, national origin, native language, religion,
age, disability, marital status, citizenship, genetic information, pregnancy, or any other characteristic protected by law.
Contractor has a zero-tolerance policy for sexual harassment or discrimination, racial harassment or discrimination, or any other
form of harassment and discrimination (religious, language, sexual orientation, et cetera);
10.1.4.performance of the Contract by the Contractor shall not contradict or violate any provisions of the corporate documents
and bylaws of the Contractor.
10.2. If the Client is a legal entity it warrants and guarantees:
10.2.1.that the Client is a duly incorporated company, legally operating and being in good standing in accordance with the laws
of the country of its incorporation with the full capability to enter into the Contract, the Contract shall be deemed valid, binding
and enforceable legal instrument upon the Client;
10.2.2.execution, delivery and performance of the Contract by the Client do not and shall not contradict or violate any
provisions of the corporate documents and bylaws of the Client.
10.3. If the Client is an individual he or she warrants and guarantees that he or she is an individual with the full legal capacity to
enter into the Contract, and that upon execution of the Contract, the Contract shall be deemed valid, binding and enforceable
legal instrument upon the Client.
10.4. The Client represents, warrants and guarantees that it has (or will engage before the Contractor commences its work) a
professional (either an employee or an independent consultant) duly qualified in the field of software development process
management, including receipt of a final fully operable product which corresponds the Client’s goals and tasks.
10.5. The Contractor shall not be liable if the Client reaches the planned results or not, including whether the final product (or
any of its intermediate components) corresponds the Client’s requirements, goals and tasks, except for the liability for due
performance on the tasks during the Sprint (clause 4.4).
11. OTHER TERMS
11.1. Non-Solicitation. Within the period the Contract continues and within 6 months after its termination the Client without
prior Contractor’s written consent shall not solicit, or entice away, or endeavor to solicit or entice away from the Contractor
person employed or otherwise engaged by the Contractor on or after the Effective Date, including neither employ nor make a
job offer to the Contractor’s employees or contractors, nor collaborate with them under any agreement (written or oral) or
beyond an agreement (including the Sprint Manager, Project Success Manager, Team Members), whether or not that person
would commit any breach of their contract by reason of leaving the Contractor.
11.2. Amendments to Terms and Agreement. The Contractor may amend the Terms at any time and notify the Client in
advance about it. If the Client does not accept the new version of the Terms, it may terminate the Contract pursuant to
clause 11.3. The Agreement may only be amended by an agreement in writing signed by both Parties.
11.3. Term and Termination. The Contract shall become effective on the Effective Date and continue in full force and effect
until terminated. Any party may terminate the Contract by giving 20 days prior written notice to the other party.
11.4. Notices and Communications. Any notices required or allowed hereunder shall be in writing and given by email or
delivery by courier service (in the latter case, with a copy by email). The emails and addresses are specified in the Invoice or the
Agreement as the case may be.
11.5. Documents Signing. The Agreement or any document relating to the Contract may be executed by applying the parties’
signature by some mechanical or other means including DocuSign. The exchange of fully executed documents by electronic
transmission in PDF format or otherwise shall be sufficient to execute the Contract and no exchange of originals is necessary.
11.6. Force Majeure. Neither party shall be responsible for a failure or delay of performance hereunder solely due to an acts of
war, hostility or sabotage, acts of God, governmental acts or restrictions, revolutions, civil disturbances, riots, insurrections,
epidemics, or any other events beyond the reasonable control of the obligated party (the “Force Majeure Event”) provided,
however, that such party:
11.6.1.has not contributed to such Force Majeure Event; and
11.6.2.has exerted reasonable efforts to avoid such Force Majeure Event or to mitigate its effects; and
11.6.3.continues to exert reasonable efforts to comply with the Agreement.
The Party prevented from performing the Agreement due to a Force Majeure Event shall promptly notify the other party of the
occurrence of such Force Majeure Event specifying the details and the estimated duration thereof.
11.7. No partnership, employment or joint venture. The Contract shall not create a partnership, employer or employee, joint
venture, or any other relationship except the services relations between the Contractor as an independent Contractor and the
11.8. Entire Agreement. The Contract shall constitute the entire agreement and understanding between the Company and the
Contractor and supersede all prior understandings, agreements, representations and warranties, whether written or oral.
11.9. Survival. Sections 8 and 9 shall survive termination of the Contract and remain in full force and effect as follows:
11.9.1.section 8 – for 2 years as of the termination date;
11.9.2.section 9 – for the entire limitation period as may be applicable to the Contract.
11.10. Governing Law. Disputes Resolution. The Agreement shall be governed and interpreted in accordance with the laws of
the Republic of Italy, and a competent court of Turin shall be the venue for the disputes resolution.
12. DEFINITIONS. INTERPRETATION
12.1. The definitions in the Terms shall have the following meanings:
12.1.1.Agreement shall have the meaning defined in the Preamble.
12.1.2.Business Day shall mean any day other than a Saturday, a Sunday or a day on which banks in the Republic of Cyprus and
in the country of residence of the Client pursuant to the Invoice or the Agreement are required to be closed due to official
holidays, the customary business practice or official prescriptions.
12.1.3.Client’s Personnel shall have the meaning defined in clause 6.1.
12.1.4.Confidential Information shall have the meaning defined in clause 8.1.1.
12.1.5.Contract shall have the meaning defined in the Preamble.
12.1.6.Contractor shall have the meaning defined in the Preamble.
12.1.7.Corporate Resources shall have the meaning defined in clause 5.2.
12.1.8.Deposit shall have the meaning defined in clause 3.1.
12.1.9.Disclosing Party shall have the meaning defined in clause 8.2.4.
12.1.10. Effective Date shall mean the date of payment of the Invoice or of execution of the Agreement.
12.1.11. Fee shall have the meaning defined in clause 2.1.
12.1.12. Force Majeure Event shall have the meaning defined in clause 11.6.
12.1.13. Indemnifiable Losses shall have the meaning defined in clause 9.1.
12.1.14. Intellectual Property Rights shall have the meaning defined in clause 7.1.
12.1.15. Invoice shall be the meaning defined in the Preamble.
12.1.16. Litigation Expenses shall have the meaning defined in clause 9.2.
12.1.17. Non-Party Claim shall have the meaning defined in clause 9.1.
12.1.18. Parties shall be the meaning defined in the Preamble.
12.1.19. Rate shall have the meaning defined in clause 2.2.
12.1.20. Recipient shall have the meaning defined in clause 8.2.1.
12.1.21. Review Period shall have the meaning defined in clause 4.5.
12.1.22. Services shall mean professional services of independent and temporary character described in clause 1.1.
12.1.23. Sprint shall have the meaning defined in clause 1.2
12.1.24. Sprint End Date shall have the meaning defined in clause 4.3.
12.1.25. Terms shall be the meaning defined in the Preamble.
12.1.26. Team Members shall have the meaning defined in clause 1.1.1.
12.1.27. Time shall have the meaning defined in clause 2.2.
12.2. References to clauses, sections, and preamble shall mean references to clauses, sections, recitals and preamble of the
Terms. Expression “including” and similar expressions shall mean including, without limitations.