Service Delivery Terms of Service
The legal relationship between Match2Market and Recipient of services will be signed in an INDEPENDENT CONTRACTOR AGREEMENT.
This Independent Contractor Agreement (this "Agreement") is made effective as per applicable dat, by and between Match2Market (the "Recipient"), of Deborah Hoeve 21 2804 HH, Gouda Zuid-Holland, Netherlands, and (the "Contractor"). In this Agreement, the party who is contracting to receive the services shall be referred to as "Recipient", and the party who will be providing the services shall be referred to as "Contractor."
1. DESCRIPTION OF SERVICES. As per applicable date, the Contractor will provide any or all of the following services (collectively, the "Services"): Provide paid media (advertising) services on Google Search, YouTube and Facebook for our customers - Report on work done and results - Representation of marketing data in visual dashboards. - Set up follow up systems like email marketing and lead follow up from first contact through ads - Integration with Customer Relationship Management Tool if technically feasible at a reasonable cost.
2. PAYMENT FOR SERVICES. The Recipient will pay compensation to the Contractor for the Services. Payments will be made as follows: In general part of total payment will be paid upfront. This helps us cover some of the costs we have make setting up or running services we provide for you. Payments have to be made on time. Unless otherwise agreed upon, you will receive first invoice and notice to pay a week before the due date. Please consider transferring money takes time and money needs to be in our account on the due date. Failure to receive money by us in our account at or before due date will result in first notice with a week’s payment term. Failure pay first notice on time will result in a second notice with a week’s payment term. Failure to make due payment before or at date of 2nd notice will result in discontinuation of services without any right for the customer to reinstate services without any additional setup costs. No other fees and/or expenses will be paid to the Contractor, unless such fees and/or expenses have been approved in advance by the appropriate executive on behalf of the Recipient in writing. The Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation.
3. TERM/TERMINATION. This Agreement may be terminated by either party upon 3 days' written notice to the other party. A regular, ongoing relationship of indefinite term is not contemplated. The Recipient has no right to assign services to the Contractor other than as specifically contemplated by this Agreement. However, the parties may mutually agree that the Contractor shall perform other services for the Recipient, pursuant to the terms of this Agreement.
4. RELATIONSHIP OF PARTIES. It is understood by the parties that the Contractor is an independent contractor with respect to the Recipient, and not an employee of the Recipient. The Recipient will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Contractor. It is contemplated that the relationship between the Contractor and the Recipient shall be a nonexclusive one. The Contractor also performs services for other organizations and/or individuals. The Recipient has no right to further inquire into the Contractor's other activities.
5. RECIPIENT'S CONTROL. The Recipient has no right or power to control or otherwise interfere with the Contractor's mode of effecting performance under this Agreement. The Recipient's only concern is the result of the Contractor's work, and not the means of accomplishing it. Except in extraordinary circumstances and when necessary, the Contractor shall perform the Services without direct supervision by the Recipient.
6. LIMITED LIABILITY. Except if otherwise agreed upon in a written contract, no party to this contract or agreement shall be liable to the other for any lost profits, lost revenue or lost business. Except if otherwise agreed upon in a written contract, no party to this contract or agreement shall be liable to incidental, special punitive or consequential damages related in any way to this agreement even if the party has been advised of the possible occurrence of such damages. Except for indemnification obligations, neither customer or Match2Market or any other party involved in agreements shall be liable or obligated for any amount in excess of the aggregate amount paid or due to provider during the twelve month period prior to cause of action. Above relates to any subject matter to this agreement, under contract, negligence, strict liability or any other legal or equitable theory.
7. PROFESSIONAL CAPACITY. The Contractor is a professional who uses his or her own professional and business methods to perform services. The Contractor has not and will not receive training from the Recipient regarding how to perform the Services.
8. PERSONAL SERVICES NOT REQUIRED. The Contractor is not required to render the Services personally and may employ others to perform the Services on behalf of the Recipient without the Recipient's knowledge or consent. If the Contractor has assistants, it is the Contractor's responsibility to hire them and to provide materials for them.
9. NO LOCATION ON PREMISES. The Contractor has no desk or other equipment either located at or furnished by the Recipient. Except to the extent that the Contractor works in a territory as defined by the Recipient, his or her services are not integrated into the mainstream of the Recipient's business.
10. NO SET WORK HOURS. The Contractor has no set hours of work. There is no requirement that the Contractor work full time or otherwise account for work hours.
11. PRICE. Price of service delivery is at the sole discretion of Match2Market Price to be paid for services will be proposed by Match2Market and agreed upon by customer
Prices cannot be unilaterally changed by client. Omission of advertising to certain platforms (Facebook, Google Search, YouTube) on a continued basis is the sole reason any limited price reduction for our services can be negotiated. Amount or height of price reduction provided for reasons stated above is at the sole discretion of Match2Market.
12. EXPENSES PAID BY CONTRACTOR. The Contractor's business and travel expenses are to be paid by the Contractor and not by the Recipient.
13. OTHER COSTS. If for fulfillment of services to you we have to make more costs per month for two consecutive months that are higher than total payment per two months from you to us, Match2Market reserves the right to open negotiations on price. If we cannot reach an agreement on new price before the end of the third month of service, Match2Market reserves the right to scale down services to the level where cost of delivering services are covered by your monthly payments.
14. INTEGRATIONS. We will always do our best to integrate email service provider, CRM and occasionally other company systems with our services. We cannot however guarantee a successful integration as we are dependent on the fact if such an integration is technically feasible at all. Whether an integration is technically feasible as at the sole discretion of Match2Market. In case such integration is not at all technically feasible at, we will help you migrate to a new system if you so desire. We will provide this service at a pre-agreed price. If integrations are not feasible or desired, Match2Market reserves the right to forfeit delivery on a particular integration without any right to restitution, reimbursement or reduction of monthly or setup fees.
15. OWNERSHIP OF SOCIAL MEDIA CONTACTS. Any social media contacts, including "followers" or "friends," that are acquired through accounts (including, but not limited to email addresses, blogs, Twitter, Facebook, YouTube, or other social media networks) used or created on behalf of the Recipient are the property of the Recipient.
16. CONFIDENTIALITY. Contractor may have had access to proprietary, private and/or otherwise confidential information ("Confidential Information") of the Recipient. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Recipient, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the Recipient, and any and all trade secrets, customer lists, or pricing information of the Recipient. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any Confidential Information. The Contractor will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Contractor will return to the Recipient all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Contractor during the term of this Agreement.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
17. INDEMNIFICATION. The Contractor agrees to indemnify and hold harmless the Recipient from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Recipient that result from the acts or omissions of the Contractor, the Contractor's employees, if any, and the Contractor's agents.
18. NO RIGHT TO ACT AS AGENT. An "employer-employee" or "principal-agent" relationship is not created merely because (1) the Recipient has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Recipient has or retains the right to stop work done improperly. The Contractor has no right to act as an agent for the Recipient and has an obligation to notify any involved parties that it is not an agent of the Recipient.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
20. WAIVER OF BREACH. The waiver by the Recipient of a breach of any provision of this Agreement by Contractor shall not operate or be construed as a waiver of any subsequent breach by Contractor.
21. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
22. APPLICABLE LAW. This Agreement shall be governed by the laws of the Gouda ZuidHolland.
23. SIGNATORIES. This Agreement shall be signed by Match2Market and by Recipient. This Agreement is effective as of the date first above written.
RECIPIENT: Match2Market By: ____________________________________________________ CONTRACTOR: _________________ By: ____________________________________________________