TERMS OF SERVICE FOR CONTRACTORS
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 you as an independent contractor (“You” or the “Contractor”) to provide the services to the Company on the terms conditions specified in this document (the “Terms”).
1.1. The Contractor’s services (the “Services”) may include:
1.1.1. work on the tasks of the Company’s clients (the “Client”), including the consultancy and engineering services, information processing services, software and database development, adaptation and modification services, as well as other ancillary services;
1.1.2. discussing and planning of the sprints (clause 2.1) upon the requests of the company’s sprint manager.
1.1.3. conference calls with the Client upon the Sprint completion (clause 4.5);
1.1.4 other information technology services.
1.2. The specific tasks for the Contractor may be created by the Client or by the Company via the Company’s corporate resources (section 5). A task placed by the Client is deemed to be placed by the Company itself.
2.1 The Services shall be delivered by sprints which are time intervals assigned for the work on the tasks agreed by the Company and the Client (the “Sprint”). Each Sprint shall last 2 calendar weeks. If the Sprint includes the Non-Business Days (clause 13.1.18) the Sprint shall be extended for the number of such Non-Business Days.
2.2. The Contractor commences working on the Client’s tasks
2.2.1. the Client has approved the Contractor for the specific tasks (project), and
2.2.2. the Company confirms to the Contractor the commencement of the Sprint via any means specified in clause 12.4.
2.3. The Company may assign a Sprint Manager to communicate with the Contractor.
2.4. The Contractor shall discuss the details of the Sprint, with the Sprint Manager, including the scope of tasks and their feasibility taking into account the proposed time limit, as a well as other conditions which may affect the performance under the Sprint.
3.1 The Contractor’s fee (the “Fee”) shall be calculated by multiplication of the Contractor’s hourly rate (the “Rate”) by the quantity of hours (the “Time”) spent by the Contractor for all the tasks within the Sprint.
3.2. The Company shall specify the Rate for each project depending on the Contractor’s expertise and based on the results of the discussion with him/her. The Rate shall be indicated in the Contractor’s account (clause 6.2).
3.3. The Time is determined according to the time-tracking solution used by the Company.
3.4. The Company shall pay the Fee within 30 Business Days after the latest of the following: (1) the Client accepts the tasks or the tasks are considered to be accepted (clause 4.6); (2) the Client pays the Company for these tasks; and (3) the Company receives the invoice from the Contractor. The Company shall pay the Fee only for the tasks the Client has not rejected (clause 4.6).
3.5. If the Contract is terminated (clause 12.3) the Company shall pay for all the Time spent by the Contractor on the Sprints, including the Time spent on the non-completed Sprints and tasks excluding the tasks rejected by the Client (clause 4.6).
3.6. The Fee shall be reduced by the amount of the commission of the Contractor’s bank.
3.7. The Fee shall be considered to be paid when the amount paid is credited to the Contractor’s bank account.
4. SERVICES DELIVERY AND ACCEPTANCE
4.1. 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.
4.2. The Contractor may not engage third parties to render the Services.
4.3. If rendering of the Services requires providing the information or other assistance from the Client and/or the Company, the Company shall ensure provision to the Contractor of such information or assistance within 3 calendar days following receipt of the Contractor’s
4.4. The Services shall be deemed duly rendered and become subject to payment upon acceptance by the Client (clause 4.6). Acceptance of the Services by the Client shall mean
acceptance of the Services by the Company.
4.5. The Sprint shall be completed by a conference call between the Client, Sprint Manager and the Contractor. The conference call shall be held on the 14th calendar day (the “Sprint End Date”) following the day of the Sprint beginning unless the Client and the Company have agreed to hold the conference call within the other timeframe. 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 Sprint beginning.
4.6. The Client accepts or rejects 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 4.1. Rejection of a specific task shall not affect acceptance of other tasks. The Client may give feedback to the
Contractor through the Company. All the tasks not rejected by the Client within the Review Period shall be considered to be accepted by the Company on the last day of the Review Period.
4.7. If after review of the tasks the Client and/or the Company 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.
4.8. The tasks rejected by the Client and/or the Company may be included in the following Sprint upon decision of the Company and/or the Client.
5. CORPORATE RESOURCES
5.1. The Company shall:
5.1.1. provide the Contractor with access to the task management system used for the Client’s projects: Monday or the task management system developed by the
5.1.2. arrange that the Contractor transfers the Services results as follows:
188.8.131.52. object or source code – via the code repository or version control system used by the Company, unless other is agreed by the Parties via email;
184.108.40.206. interface design – via Figma;
220.127.116.11. all the other Services results – via Monday, or the task management system developed by the Company, or by other means agreed by the Parties.
5.2. The Company shall provide the Contractor with access to the resources specified in clause 5.1 (the “Corporate Resources”) to the via email at firstname.lastname@example.org domain which the Company shall create for the Contractor (the “Email”). All the actions performed in the Corporate Resources using the Email shall be considered to be the Contractor’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 Company shall provide the Contractor with the access to such resource.
6. PLATFORM AND CONTRACTOR'S ACCOUNT
6.1. The Company grants the Contractor a non-exclusive non- assignable non-transferrable right to use its product which is the set of the software and the databases connected therewith, as well as the texts, graphics, drawings, photo, audio- and video-materials providing the placement by the Clients and receipt of the tasks by the Contractors unified as the platform WeZard (the “Platform”) available at www.wezard.it at the territory of the entire world for the period of continuity of the Contract.
6.2. The Company provides the access to the Contractor’s Account on the Platform (the “Contractor’s Account”) via the Email which is the login to the Contractor’s Account.
6.3. The Contractor shall be responsible for safety and confidentiality of his/her login and password to the Contractor’s Account (the “Login Details”). Namely, the Company recommends to the Contractor to log in the Platform only using his/her personal devices with the access protected by password, PIN, fingerprint or any other biometrical details.
6.4. If the Contractor has reasonable grounds to believe that the Login Details became known to a third party, the Contractor shall immediately inform the Company thereof and follow the Company’s instructions. The Company may restrict the Contractor’s access to the Platform.
7. PERSONAL DATA
7.1. The company may track and record all the Contractor’s activities when he/she uses the Platform.
7.2. To ensure executing of and performance under the Contract and agreements with Clients, communication between the Company, the Client and the Contractor, the Company shall be entitled to collect, store or process in other way the Contractor’s personal details, including the last name, first name, patronymic (if applicable), skills and experience indicated by the Contractor in his/her Contractor’s Account; telephone number, email.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. Intellectual Property Rights shall mean intellectual property rights to the Services Results, i.e.:
8.1.1. 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 unregistered;
8.1.2. 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 8.1.1;
8.1.3. rights to use the assets listed in clauses 8.1.1 and 8.1.2 under licenses, consents, orders, statutes or otherwise and (iv) all other intellectual property rights and equivalent or similar forms of protection now or hereafter subsisting anywhere in the world.
8.1.4. all other intellectual property rights and equivalent or similar forms of protection now or hereafter subsisting anywhere in the world.
8.2.. The Contractor provides the Company and the Client:
8.2.1. with his/her consent to use the intellectual property without indicating the Contractor as the author of the Services results;
8.2.2. his/her consent to publish the Services results;
8.2.3. his/her consent to incorporate the Services results in the other intellectual property;
8.2.4. his/her consent to modify the Services results at the discretion of the Client or any other persons or entities;
8.2.5. other consents required to the Company and/or the Client to use the Services results.
8.3. The Intellectual Property Rights to the Services results are assigned to the Company immediately after the Services results have been transferred via the Corporate Resources.
8.4. The Company and/or the Client (depending on who has disclosed the information) shall retain any and all Intellectual Property Rights to the information that has been disclosed to the Contractor for the purposes of the Services performance.
8.5. If the Company provides the Contractor with any intellectual property or information to be used in the course of the Services delivery then the Company by providing such intellectual property or information grant the Contractor a free, non-exclusive, non-transferrable, non-assignable worldwide license for the intellectual property and information so provided. The license is granted only for the period of the Services delivery. Such license allows using the intellectual property only for and in the course of the Services delivery. The Contractor shall, at the Company’s and/or the Client’s choice, return or destroy the copies of the intellectual property after the Services delivery.
8.6. The Contractor may use the results of the Services in portfolios and presentations subject to the Company’s or the Client’s prior written approval. The Company or the Client shall preliminary agree in writing the scope of using the Services results.
9.1. Each Party shall:
9.1.1. 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”);
9.1.2. not use the Confidential Information except as contemplated herein or otherwise authorized in writing;
9.1.3. implement reasonable procedures to prohibit the unauthorized disclosure or misuse of the Confidential Information;
9.1.4. not disclose the Confidential Information to any third party except for performing the Contract, and subject to confidentiality obligations similar to those set forth herein;
9.1.5. 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.
9.2. Notwithstanding the above, neither party shall have liability to another with regard to any Confidential Information:
9.2.1. 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
9.2.2. was known to the Recipient, without similar confidentiality restriction, at the time of disclosure; or
9.2.3. was independently developed by the Recipient without any use of Confidential Information as evidenced by records; or
9.2.4. becomes known to the Recipient without similar confidentiality restriction from a source other than the Party which discloses the Confidential Information (the “Disclosing Party”).
9.3. 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 disclosure.
9.4. The Parties shall immediately notify each other about disclosure or threat of disclosure, unlawful obtaining or use of the Confidential Information by third parties.
9.5. This section 9 applies unless otherwise stated in a separate non-disclosure agreement executed by the Parties.
10. INDEMNITY. SUSPENSION OF SERVICES
10.1. In addition to any other remedies available to the Company, the Contractor shall indemnify the Company against any aggregate of losses and Litigation Expenses (clause 10.2) (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 the Services results (the “Non-Party Claim”), except if the Contractor negligently or intentionally
caused those Indemnifiable Losses.
10.2. The “Litigation Expenses” shall mean any out-of-pocket expense incurred by the Company in defending a third- 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.
10.3. The Contractor shall take part in protecting the Company against the Third Party Claim and join the litigation or arbitration if legislation allows it.
10.4. The Contractor may, subject to 1 Business Days’ notice, suspend the Services delivery if the Company does not provide the Contractor with the information or assistance pursuant to clause 4.3 until such information or assistance are provided.
11. WARRANTIES AND GUARANTEES
11.1. The Company warrants and guarantees:
11.1.1. that it 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 Company;
11.1.2. performance of the Contract by the Contractor shall not contradict or violate any provisions of the corporate documents and bylaws of the Contractor.
11.2. The Contractor warrants and guarantees that he/she:
11.2.1. has 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 Contractor;
11.2.2. applies the special tax regime of professional income tax or is registered as an entrepreneur or has any other similar status that enables him/her to act as an independent contractor.
12. OTHER TERMS
12.1. Non-Solicitation. Within the period of continuity of the Contract and within 6 months after its termination, the Contractor shall not perform any work or render the services to the Clients under any agreements or without a written contract.
12.2.Amendments to Terms. The Company may amend these Terms at any time and notify the Contractor in advance about it. If the Contractor does not accept the new version of the Terms, he/she may terminate the Contract pursuant to clause 12.3.
12.3. Term and Termination. The Contract shall become effective on the Effective Date (clause 13.1.10) 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.
12.4. Notices and communications. Any notices required or allowed hereunder shall be in writing and shall be given:
12.4.1. via the mail;
12.5. Force Majeure. Neither party shall be responsible for a failure or delay of performance under the Contract 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:
12.5.1. has not contributed to such Force Majeure Event; and
12.5.2. has exerted reasonable efforts to avoid such Force Majeure Event or to mitigate its effects; and
12.5.3. continues to exert reasonable efforts to comply with the Contract.
The Party prevented from performing the Contract 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.
12.6. 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 Company as a customer and the Contractor as an independent contractor.
12.7. Entire Contract. These Terms shall constitute the entire Contract and understanding between the Company and the Contractor and supersede all prior understandings, agreements, representations and warranties, whether written or oral.
12.8. Survival. Sections 9 and 10 shall survive termination of the Contract and remain in full force and effect as follows:
12.8.1. section 9 – for 2 years as of the termination date;
12.8.2. section 10 – for the entire limitation period as may be applicable to the Contract.
12.8.3. clause 12.1 – within 6 months after termination of the Contract.
12.9. Governing Law. Disputes Resolution. The Contract 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.
13. DEFINITIONS. INTERPRETATION
13.1. The definitions in the Terms shall have the following meanings:
13.1.1. Business Day shall mean any day other than a Saturday, a Sunday or a day on which banks in the Republic of Italy and in the country where the bank account of the Contractor is open are required to be closed due to official holidays, the customary business
practice or official prescriptions.
13.1.2. Company shall have the meaning defined in the Preamble.
13.1.4. Confidential Information shall have the meaning defined in clause 9.1.1.
13.1.5. Contract shall have the meaning defined in the Preamble.
13.1.6. Contractor shall have the meaning defined in the Preamble.
13.1.7. Contractor’s Account shall have the meaning defined in clause 6.2.
13.1.8. Corporate Resources shall have the meaning defined in clause 5.2.
13.1.9. Disclosing Party shall have the meaning defined in clause 9.2.4.
13.1.10. Effective Date shall mean the date of accept of the Terms on the Company’s website.
13.1.11. Email shall have the meaning defined in clause 5.2.
13.1.12. Fee shall have the meaning defined in clause 3.1.
13.1.13. Force Majeure Event shall have the meaning defined in clause 12.5.
13.1.14. Indemnifiable Losses shall have the meaning defined in clause 10.1.
13.1.15. Intellectual Property Rights shall have the meaning defined in clause 8.1.
13.1.16. Litigation Expenses shall have the meaning defined in clause 10.2.
13.1.17. Login Details shall have the meaning defined in clause 6.3.
13.1.18. Non-Business Day shall mean any day on which banks in the Republic of Italy and in the country where the bank account of the Contractor is open are closed due
to official holidays, the customary business practice or official prescriptions.
13.1.19. Non-Party Claim shall have the meaning defined in clause 10.1.
13.1.20. Parties shall have the meaning defined in the Preamble.
13.1.21. Platform shall have the meaning defined in clause 6.1.
13.1.22. Rate shall have the meaning defined in clause 3.1.
13.1.23. Recipient shall have the meaning defined in clause 9.2.1.
13.1.24. Review Period shall have the meaning defined in clause 4.6.
13.1.25. Services shall mean professional services of independent and temporary character described in clause 1.1.
13.1.26. Sprint shall have the meaning defined in clause 2.1.
13.1.27. Sprint End Date shall have the meaning defined in clause 4.5.
13.1.28. Terms shall have the meaning defined in the Preamble.
13.1.29. Time shall have the meaning defined in clause 3.1
13.2. 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.