SERVICE AGREEMENT

The below provisions are a sample of the standard verbiage used in all service agreements offered by Baba Yaga Consultancy. For each agreement there may be service-level agreements, payment terms and other specifics that are not mentioned in this sample. For such specifics you will be to find the relevant terms in the description of the products and services.

Once an agreement is signed, all of the terms, if not agreed otherwise, will be effective. Please contact info@babayagaconsultancy.com before signing-up to anything.

Definitions

This “Agreement” lays out the provisions of services that will be provided in accordance with the conditions described in this document.

In this Agreement, the “Consultant” or “Consultants” refer to the provider of the consultation services from the legal entity Baba Yaga Consultancy Limited. The “Client” refers to the party in which is the recipient of services as set out in this Agreement, hereby referred to as the “Services”.

The Client agrees to contract Baba Yaga Consultancy Limited in providing the Services set out in Annex A for the term between  Date  and Date.

The Client approves the use of subcontractors by Baba Yaga Consultancy Limited. Reference to “Consultant” or “Consultants” shall include subcontractors. The conditions within this Agreement, shall include and equally apply to any subcontractors that may be assigned by Baba Yaga Consultancy Limited.

The Services will be performed at the locations agreed between the Client and the Consultant from time to time.

Expenses

The Client shall reimburse the Consultant for reasonable and demonstrated expenses (referred as “the Expenses” hereafter) incurred by Consultant in the course of performing the Services, provided that the Client has provided prior approval in writing.

Expenses may include transportation (to or between home-based location and the required locations), accommodation and reasonable out-of-pocket expenses, and visa costs if applicable. Expenses may also include the acquisition or subscription of any third-party tools in the name and on behalf of the Client, for the purpose of performing the Services.

The Client shall be under no obligation to reimburse any Expense that is not supported by an original invoice/ receipt and the Consultant shall not bill the Client for travel time as a Fee or Expense.

Taxes & Invoicing

Baba Yaga Consultancy is a company incorporated in Hong Kong. In accordance with Inland Revenue Ordinance, any type of turnover tax such as Value-Added Tax (VAT) or Goods and Services Tax (GST) are not applicable.

All amounts payable hereunder shall be paid within ten (10) working days from the date of receipt of the Consultant’s original invoice.

Any overdue amounts will incur an interest of 2% of the total invoiced amount, applicable from the eleventh (11) working day following the original invoice date. Such interest will form part of the new overdue amount. Such new amount shall be subject to further interest calculation as defined in this section until all outstanding amounts have been cleared by the Client.

Conditions of Service

The Consultant shall render the Services conscientiously in accordance with the requirements specified in Annex A respecting the term as stipulated in this Agreement. Any changes to such timeframe will be mutually agreed between the Client and the Consultant.

The Consultant warrants that the Services will be fit for the purpose or purposes for which services of that kind could be reasonably expected to be applied by the Client.

The Client warrants that the outcomes of the Services provided by the Consultant shall not constitute financial and legal liabilities for the Consultant or be held against the Consultant for any damages caused as a result of further implementation or execution of the recommendations resulting from the Services.

Disclosure of Information

As used herein, Confidential Information means information or material proprietary to or treated as confidential by the Client, whether written, oral or in another tangible or intangible form, including but not limited to, information concerning the customer of the Client, its business, operations, projects, technologies and affairs of the Client and/or its affiliates and subsidiaries that has been or may be disclosed to Consultant.

Confidential Information does not include information which:

(a) is or becomes publicly known or within the public domain without Consultant’s breach of this Agreement;

(b) was known to Consultant prior to its receipt thereof from the discloser;

(c) has been or is lawfully obtained by Consultant from third parties without an obligation of confidence to the Client;

(d) has been or is subsequently independently conceived or discovered by the Consultant;

(e) is approved for release by written authorization of the Client; or

(f) is required to be disclosed pursuant to a requirement of law or government agency, in which event Consultant will give prompt written notice to the Client of such requirement.

The Client warrants that (i) the Consultant will have access to the Confidential Information of the Client for the purposes of the Services to be performed under this Agreement; (ii) such information will not be withheld without explicit notice to the Consultant, to hinder the accuracy and quality of the Services contracted between the Client and the Consultant.

The Consultant warrants that (i) the Confidential Information of the Client will be used solely for the purposes of the Services to be performed under this Agreement, and will not appropriate it for its own use; (ii) the Confidential Information will be kept confidential during the duration of the Services being performed, any extension thereof, and/or after termination of this Agreement.

All Confidential Information is and shall remain exclusively the property the Client.

Ownership & IP

All records, documents, data, designs and other materials, whether in hard copy, or in other media, given to Consultant by the Client relating to the execution of this Agreement always remain the property of the Client.

All records, documents, designs and other materials (the Materials) delivered by Consultant during the course of this Agreement, including but not limited to manuscripts, final reports, and drafts shall be the sole and exclusive property of the Client from the moment of their creation.

The Consultant retain moral rights where applicable, under this Agreement. The Client authorizes that the Materials may be used by the Consultant as reference to their work and form part of their portfolio.

To the extent that such Materials may not, by operation of law, be works made for hire by the Client, the Consultant hereby assigns to the client all rights, title, and interest therein, including, but not limited to, ownership of copyright and patent in such Materials whether published or unpublished.

Without restricting the generality of the foregoing, the Client shall have the right to (i) produce, or reproduce and to permit or prohibit use or reproduction of the Materials by any other person or entity including Consultant, except where explicitly agreed in the Agreement; (ii) sell or license third parties to use any of the Materials; and (iii) edit, rearrange or add to any Material.

Data Privacy

In the Agreement, “Personal Data” refers to information relating to an identified or identifiable individual made available by one party to the other party in connection with an agreement between them. Where Personal Data will be communicated under the terms of this Agreement, each of the parties agrees:

(a)          that it is responsible for complying with any obligations applying respectively to each of the parties under applicable data privacy laws and regulations;

(b)          to refrain from requesting Personal Data beyond what is necessary to fulfil the purpose(s) for which it is requested, which purpose(s) for requesting Personal Data shall be reasonable;

(c)          to agree in advance as to the type of Personal Data which is required to be made available pursuant to this Agreement;

(d)          to adopt technological, physical and organizational security measures reasonably required in order to protect Personal Data;

(e)          that Personal Data will only be used, accessed, managed, transferred, disclosed to third parties or otherwise processed to fulfil the purposes(s) for which it was made available and each of the parties will ensure that any third party to whom Personal Data is transferred is bound by the applicable terms of these provisions;

(f)           to reasonably co-operate with the other in connection with access requests for Personal Data and to reimburse the other for any reasonable charges incurred in providing each other assistance;

(g)          to amend Personal Data only upon receiving instructions to do so from the other party and the relevant individual;

(h)          to promptly return to the other all Personal Data owned by the other party which is no longer necessary to fulfil the purpose(s) for which it was made available, unless otherwise instructed by the other party, the relevant individual or unless required by law.

Governing Law & Disputes

This Agreement shall be governed by the laws of Hong Kong Special Administrative Region, excluding that jurisdiction’s conflict of law provisions.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Rules of Arbitration of the International Chamber of Commerce for the time being in force.

Any arbitral tribunal shall consist of one arbitrator, the language of arbitration shall be English and the arbitral award shall be final and binding upon both parties.