AGENCY TERMS_ Terms and conditions , GitLaw.co

Agency Terms

Whereas, the client (“Client”) has issued a purchase order or confirmatory email (“PO”) to acquire the provision of Services and Deliverables as specified in the scope of work (“SoW”) from the respective Unlimited Group company indicated in that SoW or PO (‘’Agency”), whose registered office is located at ______ (“Agency”). The Agreement includes PO, these clients standard Terms and Conditions (“Conditions”), and if relevant, any terms, conditions, caveats and assumptions mentioned in the SoW referenced in the PO or Order Acknowledgement (as defined below). If there is a conflict between the terms, the order of precedence shall be (i) the SoW; (ii) these Conditions; (iii) the Order Acknowledgement; and (iv) the PO, unless otherwise agreed in writing.

Agreement

These Terms & Conditions of business are established between GitLaw.co, with its registered office located at [insert address], (hereinafter referred to as “Agent”), and the client (hereinafter referred to as “Client”).

Term

This Agreement begins upon the Client's initial instruction and will remain in effect until terminated in accordance with the provisions set forth in this Agreement.

This agreement will commence on the Effective date and shall continue in force until (END DATE). Either party may terminate this Agreement with written notice prior to the intended termination date.

Engagement

The Client hereby designates and appoints the Agent, under the terms and conditions of this Agreement, as its exclusive agent to perform the duties and responsibilities on behalf of the Client.

Obligations of the Client

The Client agrees to:

Provide necessary access to relevant materials, software, tools, and support from key personnel, to enable the Agent to perform their duties effectively and in accordance with applicable laws and regulations.

The Client will provide to the Agent a monthly statement of commission due to him no later than two weeks after the end of each month.

4.3 Make timely payment of the agreed-upon compensation, as set forth in this Agreement, without any deductions or withholding, unless required by law. The Client shall be responsible for any late payment penalties or interest accrued as a result of their failure to make timely payments.

Compensation

The Fees and expenses shall be invoiced according to the payment terms specified in this Agreement and are to be paid within thirty (30) days of the invoice date, or within other reasonable period as mutually agreed upon by the parties.

Confidentiality

Each party agrees to maintain the confidentiality of all non-public information received from the other Party during the course of providing the services. Upon discovery by the receiving party of any unauthorized use or disclosure, whether intentional or accidental, the receiving party shall immediately notify the disclosing party and shall endeavor to prevent further unauthorized use or disclosure.

This obligation survives the termination of this Agreement.

"Confidential information" encompasses any oral or written information related to the disclosing party's business and activities, including non-public details about its operations, assets, clients, techniques, processes, strategies, plans, publications, presentations, research, negotiations, know-how, trade secrets, software, and hardware. This also includes other business information such as intellectual property, documents, drawings, designs, tools, models, inventions, and patent disclosures, regardless of whether it is in tangible or intangible form and whether or not it is labeled as "Confidential."

Liability

Except for damages arising out of a party’s breach of confidentiality, neither party will be liable to the other for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to: litigation costs, installation and removal costs, or loss of data, production, profit or business opportunities.

Intellectual property rights

The Agent recognizes and accepts that all intellectual property rights in any materials supplied by the Client for the services will continue to belong to the Client. The Agent will not use or reveal these materials for any purpose other than providing the services, both during and after the duration of this Agreement.

Termination

Either party has the right to end this Agreement by giving written notice at least 14 days before the intended termination date. Additionally, if one party significantly violates this Agreement, the other party may terminate it immediately by providing written notice to the violating party.

Governing Law

These Terms and Conditions, and any contracts governed by them, will be interpreted according to the laws of the United Kingdom. Any disputes or issues arising from or related to them will be resolved by the UK courts. This Agreement will be governed by and interpreted in line with UK law, without considering its conflict of law principles.

General

All modifications to this agreement must be in writing signed by both parties. Failure to enforce any provision of this Agreement will not constitute a waiver of any term of this Agreement. If any term of this Agreement is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining terms will not be affected.

This Agreement represents the complete understanding between the parties and replaces all previous agreements, whether written or verbal, regarding its subject matter. Any changes to this Agreement must be made in writing and signed by both parties.