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Terms and Conditions

ENTERTAINMENT SERVICES AGREEMENT

 

BACKGROUND:

 

(A)   Soscient Limited (the “Company”) provides entertainment services to its customers and wishes to engage the Host as an independent contractor to perform certain telephone and/or internet entertainment services for the Company’s customers.

 

(B)   The Host is willing to supply such services on the Terms and Conditions set out below (“the Agreement”).

 

(C)   By checking the “I accept the Terms and Conditions” box on the application form on the Company’s online website at www.chatrecruit.com, the Host has entered into this binding Agreement with the Company.

 

The Company and the Host may each be referred to individually as a "Party" and together as the "Parties".

 

TERMS AND CONDITIONS:

1          RELATIONSHIP OF PARTIES

1.1       The Company hereby engages the Host to provide online, mobile and fixed line telephone chat, chat voice message and text message services, webcam live chat services and any other services that may be introduced by the Company from time to time (the "Services").

1.2      The Host acknowledges and accepts that it is an independent contractor and that nothing in this Agreement shall be construed as creating an employer-employee, partnership or agency relationship and the Host has no authority whatsoever to bind the Company by contract or otherwise.

1.3      The Host shall determine, in its sole discretion, the manner and the means by which the Services are performed and shall set its own working hours and the order, sequence and intervals in which the Services shall be provided.

1.4      Nothing in this Agreement shall be considered to establish an exclusive arrangement between Parties.

 

2         HOST’S OBLIGATIONS

 

The Host shall:

 

2.1.       provide the Services to the Company’s customers in a professional manner and with all reasonable skill and care;

2.2.       provide the Services to the Company’s customers in accordance with the terms of this Agreement and any and all applicable laws, regulations and codes of practice, as well as in compliance with the Company’s service and operational policies as notified to the Host from time to time;

2.3.       perform the Services to a high standard, including but not limited to fluency in the required language(s) and qualifications where applicable;

2.4.       provide bona fide age verification and personal identity details to the Company prior to providing the Services. Each Host will be provided with a unique user name and PIN by the Company which it may not share under any circumstances with and/or transfer to any third party including another Host;

2.5.       download, read, complete and sign the Image Release Form as provided on the Company’s web-site at www.chatrecruit.com and provide a legible colour photocopy of its official photo identification, both documents to be either uploaded online or sent by post to the Company.

2.6.       be fully and solely responsible for procuring the premises, facilities, tools and other equipment and/or materials required for the provision of the Services;

2.7.       ensure that the Services are provided to a high technical level of audio and (where applicable) video quality;

2.8.       not use the Services to promote, market or in any way otherwise refer to telephone and/or internet entertainment services which are in competition, whether directly or indirectly, with the Company's Services;

2.9.       be fully and solely responsible for any and all expenses and costs arising from the provision of the Services;

2.10.    be responsible for filing with the relevant authorities all and any required forms in relation to it’s taxes and for withholding and paying all and any applicable taxes, social security, national insurance and other payments;

2.11.    inform the Company in writing and register with relevant authorities if it becomes liable for VAT in which case the Host must send the Company a valid VAT invoice for each payment period quoting it’s VAT registration number and registered name and address.

2.12.    provide the Company, on the Company's request, with satisfactory evidence of its independent contractor status; and

2.13.    inform the Company promptly of any changes to its contact details including its email or postal address.

 

3          PAYMENT FOR SERVICES

3.1       In consideration of the Host performing the Services pursuant to this Agreement, the Company shall pay to the Host the fees as advised from time to time by the Company.

3.2       The fees payable to the Host under this Agreement will be visible to the Host on the Company’s online website at www.chatrecruit.com once the above steps have been completed and verified by the Company.

3.3       The Company shall pay the fees in accordance with the payment terms set out in Schedule 1.

3.4       The Company shall be entitled to withhold payment to the Host where it suspects that the Host has engaged in any fraudulent or illegal activity or has not acted in accordance with this Agreement.

3.5       In addition, the Company may withhold payment to the Host and/or recover any sums it has paid to the Host in the event that it becomes aware of any fraudulent or illegal activities or arrangements (whether direct or indirect) between an Host and a customer or a third party or where a customer has defrauded the Company’s systems in any way.

3.6       The Company shall be entitled to offset or deduct the amount of any over-payment previously made by the Company against any subsequent payment to the Host.   

3.7       The Company shall have the right to change the fees at any time by giving written notice to the Host (email or web alerts being sufficient methods). The new fees as advised in writing by the Company will be deemed to be accepted by the Host if the Host has not objected in writing to the new fees within one week from receipt of the written communication.

3.8       The Company shall have the right to change any of the Terms and Conditions of this Agreement at any time by giving written notice to the Host (email or web alerts being sufficient methods). The new Terms and Conditions as advised in writing by the Company will be deemed to be accepted by the Host if the Host has not objected in writing to the new Terms and Conditions within one week from receipt of the written communication.

3.9       The bank account into which payments are made to the Host by the Company must be in the exact name of the Host and be in the country of the Host’s residency and registered address.

 

4          WARRANTIES, LIABILITY AND INDEMNITIES

4.1    Each Party warrants and represents that it has the power and authority to enter into this Agreement and to perform fully its obligations hereunder.

4.2   The Host warrants and represents that, in providing the Services to the Company’s customers, it shall:

4.2.1.        not be threatening, abusive, racist or defamatory, or commit, threaten to commit or promote any illegal act;

4.2.2.        not violate, plagiarise, or infringe the rights of any third parties including any third party’s intellectual property, privacy, personal or proprietary rights;

4.2.3.        not use the Services to promote, market or in any way otherwise refer to a third party’s telephone and/or internet entertainment services which are in competition, whether directly or indirectly, with the Company’s telephony and/or internet entertainment services;

4.2.4.      comply with its obligations under this Agreement.

4.3       The Host warrants that it has supplied true, complete and accurate information specifically and without limitation its identity details and warrants that it is of the age of majority in its country of residence and undertakes that it will provide the services strictly according to these Terms and Conditions.

4.4       The Host shall indemnify, defend and hold the Company and its successors, officers, directors, agents and employees harmless against any damage, loss, liability, cost or expense (including reasonable legal fees) suffered, claimed or incurred as a result of a breach by the Host of its warranties and representations under this Clause 4.

4.5       The Company’s total liability to the Host under this Agreement for any event or series of events shall be limited to the fees paid to the Host during the preceding twelve (12) month period immediately preceding the date on which the claim arose.

 

5          INTELLECTUAL AND OTHER PROPRIETARY RIGHTS

5.1       Any and all of the intellectual and other proprietary rights (whether registered or not and whether capable of registration or not) embodied in or associated with the Company's manuals, brochures, audio    and video content products, services, procedures, processes, documents, designs, artwork, trademarks and trade names are and shall remain the exclusive property of the Company (or its licensors as applicable) and nothing herein shall be deemed to assign any intellectual or other proprietary rights to    the Host.

5.2       Upon expiration or termination of this Agreement for whatever reason, the Host shall promptly, at its expense, deliver to the Company all originals and copies of any of the documents and other proprietary material in its possession referred to in Clause 5.1.

 

6          CONFIDENTIALITY

6.1      The Host shall keep confidential all information obtained from the Company which is marked confidential or is by its nature confidential and, except as permitted under Clause 6.2, will not divulge the same to a third party without the written consent of the Company.

6.2      The obligations of confidentiality set out in Clause 6.1 shall not apply to information that the Host can show was independently available to it from a third party having the right to disclose it; or was in the public domain, through no fault of the Host; or the Host is obliged by law to disclose, provided that it has first advised the Company of this obligation.

6.3      The Parties agree that any breach of this Clause 6 shall constitute a material breach of this Agreement.

 

7          COMMENCEMENT AND TERMINATION

7.1       This Agreement shall commence on the date the Company provides the Host with its user name and PIN details and shall continue until terminated with immediate effect by either Party upon giving written notice to the other Party.

7.2       Upon termination of this Agreement for any reason, each Party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that Clauses 3.5, 4, 5, 6, 7.2, 9.8 and 9.9 shall expressly survive the termination of this Agreement and shall continue in full force and effect.

 

8.         DATA PROTECTION

8.1      The Host consents to the Company holding and processing data relating to the Host for legal, administrative, financial and management purposes.

8.2      The Host consents to the Company making such information available to its associated companies, those who provide products or services to the Company or its             associated companies (such as advisers), regulatory authorities, governmental and quasi- governmental organisations and potential purchasers of the Company or any part of its business. When the Company shares information with carefully selected third parties, the Company requires that these third parties agree to process the Hosts personal information in accordance with appropriate measures such as confidentiality, non-disclosure and security.

8.3      The Host consents to the transfer of such information to the Company's business contacts outside the European Economic Area (EEA) in order to further its business interests.  If the Company does transfer the Host’s data outside the EEA, it will ensure that the Host’s data is treated with the same level of protection as if the Company were dealing with it.

 

9          GENERAL

9.1      Interpretation. Unless the context otherwise requires, the singular includes a reference to the plural and vice versa.

9.2       Assignment. The Company may assign, transfer, charge or otherwise delegate its rights and obligations under this Agreement to a third party.

 

9.3      Entire Agreement. This Agreement comprises the offer letter, these terms and conditions and the Schedule(s) together with the Company service and operational policies as mentioned in Clause 2.2 and contains the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements and understandings between the Parties. The Host acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of any statement, representation, assurance, warranty or promise (whether made negligently or innocently) other than as expressly set out in this Agreement.

9.4      Amendments. This Agreement may be amended in writing by the Company sending to the Host a written notice (either by email, facsimile or post) or letter of variation to this Agreement for the Host’s approval. If the Host does not agree to the amendment(s) made by the Company then it shall be entitled to terminate this Agreement with immediate effect by serving a written notice to the Company pursuant to Clause 7.1.

9.5      Force Majeure. Any delay or failure by either Party to perform an obligation under this Agreement shall not constitute a breach of this Agreement to the extent that it is caused by a “Force Majeure Event”. A “Force Majeure Event” means any cause preventing either Party from performing any and all of its obligations which arises from acts, events, omissions or accidents beyond the reasonable control of that Party.

9.6      Waiver. A waiver by either Party of a breach of any term or condition of this Agreement in any one instance shall be in writing and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless the written notice so provides.

9.7      Severability. The invalidity or unenforceability for any reason of any provision of this Agreement shall not prejudice or affect the validity or enforceability of its other provisions.

9.8      Notices. Any notice or communication given by either Party under this Agreement shall be in English writing to the other Party and shall be either (i) sent by airmail if posted from a place outside the United Kingdom or if posted from within the United Kingdom pre-paid first class post, to the Company at its principal place of business address or to the Host’s address set out on the offer letter (or such other address as notified by either Party to the other Party from time to time); or (ii) sent by facsimile to the facsimile number last notified to the other Party, or (iii) sent by email to the email address last notified to the other Party. Each Party shall inform the other Party promptly of any changes to its contact details.  Any notice given pursuant to this Clause 8.8 shall be deemed to have been given: if sent by airmail, ten days after the date of posting; if sent by first class post, three days after the date of posting; if sent by fax, on the date of transmission provided that the sender provides a transmission report evidencing the transmission and if sent by email, immediately.

9.9      Third Party Rights. The Parties to this Agreement do not intend that any terms of this Agreement should be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Agreement.

9.10    Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute arising under or in connection with this Agreement.

 
 

SCHEDULE 1

 

PAYMENT TERMS

 

Payments shall be made by the Company either a) Weekly (UK only) b) Every two weeks or c) Every four weeks, as agreed between the Parties in writing from time to time (email being sufficient).


The Company will pay the bank charges incurred to transmit money to the Host’s local country (the transfer costs). However, the Host will need to pay all subsequent bank fees. These usually comprise: (1) a fee from the first bank which receives the money from the Company; and (2) a separate charge from the Host’s own local bank (please note that some banks may deduct fees directly from the monies that the Company sends to the Host).