GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT is dated this 18th day of December 2018. 

CLIENT:    User of our courses and services (the "Client")

CONTRACTOR:   Blahtech Limited trading as Market Stalkers, with main HQ located at 15 Bowling Green Lane, London, EC1R 0DB, United Kingdom. (the "Contractor")


BACKGROUND

A. The Client is of the opinion that the Contractor has the necessary experience, expertise and abilities to provide services to the Client

B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this agreement. 

_________________________________________________________________________________________________________

IN CONSIDERATION OF the matters described above and the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:


SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services):

• training and coaching

2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client. 


TERM OF AGREEMENT

3. The term of this Agreement (the "Term") will begin on the date of first payment and will remain in full force and effect indefinitely until terminated as provided in this Agreement and Service description on this website. 

4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 days' written notice to the other Party.

5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages. 

6. This Agreement may be terminated at any time by mutual agreement of the Parties

7. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement. 


PERFORMANCE

8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 


CURRENCY

9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this agreement are in USD. 


PAYMENT

10. The contractor will charge the Client for the Services as follows (the "Payment"):

•one time payment in full

•or alternatively monthly installment payments

11. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.

12. The Contractor is responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client. 

13. The Contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the Contractor, including and National Insurance, Social Security, income tax and any other form of taxation or social security costs. 

14. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement. 


INTEREST ON LATE PAYMENTS

(MONTHLY INSTALLMENT PURCHASES)

15. Interest payable on any overdue amounts under this Agreement is charged at a rate of 9.25% per annum (Bank of England rate of 8% on late payments plus 1.25% base rate) or at the maximum rate enforceable under applicable legislation, whichever is lower. 


CONFIDENTIALITY

16. Confidential information ("the Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. 

17. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement. 

18. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided by the Contractor.


OWNERSHIP OF INTELLECTUAL PROPERTY

19. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use licence of this Intellectual Property. 

20. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor. 


RETURN OF PROPERTY

21. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. 


CAPACITY/INDEPENDENT CONTRACTOR

22. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or a joint venture between them, and is exclusively a contract for service. 


RIGHT OF SUBSTITUTION

23. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. 

24. In the event that the Contractor hires a sub-contractor:

• the Contractor will pay the subcontractor for its services and the Payment will remain payable by the Client to the Contractor

• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor. 


AUTONOMY

25. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods and decision making in relation to the provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.


NO EXCLUSIVITY

26. The parties acknowledge that this agreement in non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services. 


NOTICE

27. All notices, requests and demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties in the following manner:

•Client: via email provided at the start of first payment

•Contractor: either via email [email protected]

or via the registered address:

Blahtech Limited

15 Bowling Green Lane, London EC1R 0BD, United Kingdom

or to such other addresses as either Party may from time to time notify the other.


INDEMNIFICATION

28. Except to the extend paid in settlement from any applicable insurance policies, and to the extend permitted by the applicable law, each Party agrees to indemnify and hold harmless to the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. 


TIME OF ESSENCE

29. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.


ASSIGNMENT

30. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. 


ENTIRE AGREEMENT

31. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. 


ENUREMENT

32. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. 


TITLES/HEADINGS

33. Headings are inserted for the convenience of the Parties and are not to be considered when interpreting this Agreement. 


GENDER

34. Words in singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 


GOVERNING LAW

35. The Agreement will be governed and construed in accordance with the laws of England. 


SEVERABILITY

36. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. 


WAIVER

37. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach or the same or other provisions.