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Terms and Conditions of Sale

These terms and condition constitute a fixed agreement (the “Agreement”) made as of the date of purchase between the Buyer and the Supplier (“Taskerly”) registered at 35 Lawrence Way, Bicester, Oxfordshire, OX26 2FP, United Kingdom.

WHEREAS, the Buyer requests Taskerly to perform services for it; and

WHEREAS, the Buyer and Taskerly desire to enter into an agreement, which will define respective rights and duties as to all services to be performed;

NOW, THEREFORE, in consideration of covenants and agreements contained herein, the parties hereto agree as follows:

1. Services

Effective as of the date of purchase, the Buyer shall retain Taskerly and Taskerly shall provide the Buyer with remote virtual assistance services (the “Services”), which shall include marketing support and general administrative activities, for the duration of the hours purchased.

2. Changes

(a) Change Requests. The Buyer, without invalidating this Agreement, may request changes in the work within the general scope of the Agreement consisting of additions, deletions, or other revisions. Taskerly retains the right to reject change requests that are outside the original scope of this Agreement.

(b) Change Request Requirements. All change requests shall be a written request submitted by the Buyer and shall specify:

(i) the elements of the Services to be changed,

(ii) the impact, if any, that the requested change will have on (A) the compensation, (B) time for performance or (C) any other terms or conditions of this Agreement

(c) Adjustments to Compensation. In the event that any such changes materially impact the cost to the Taskerly of performing the Services or the time required for such performance, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable Fees and schedule, as applicable.

3. Compensation

(a) Amount. The work performed by Taskerly shall be performed at the rates charged to the Buyer on the date of purchase, provided that the rates charged were the same as those advertised on the website on the date of purchase.

(b) Payment. The Buyer shall make payment in full prior to the commencement of the Service.

(c) Taxes. The Buyer shall not be responsible for federal, state and local taxes derived from Taskerly’s net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers’ compensation, disability benefits or other legal requirements applicable to Taskerly.

(d) Times. At the Buyer’s request, Taskerly can provide a digital summary of the nature of the time spent providing the Service within two working days.

4. Expenses

(a) Payment. The Buyer shall reimburse Taskerly for all pre-approved, reasonable and necessary expenses, including, without limitation, domestic and foreign travel, lodging and meal expenses incurred in connection with the Services.

(b) Substantiation. Taskerly shall provide the Buyer with documentation supporting all expenses

(c) Payment. The Buyer shall reimburse Taskerly within seven days upon receipt of a request for reimbursement from Taskerly.

5. Independent Supplier Status

(a) Status. Taskerly is an independent supplier of the Buyer. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

(b) No Authority. Taskerly shall have no authority to act as agent for, or on behalf of, the Buyer, or to represent the Buyer, or bind the Buyer in any manner, unless otherwise agreed in writing by both parties

(c) No Employee Benefits. Taskerly shall not be entitled to worker’s compensation, retirement, insurance or other benefits afforded to employees of the Buyer.

6. Representations and Warranties

The Buyer and Taskerly respectively represent and warrant to each other that each respectively is fully authorized and empowered to enter into the Agreement and that their entering into the Agreement and to each parties’ knowledge the performance of their respective obligations under the Agreement will not violate any agreement between the Buyer or Taskerly respectively and any other person, firm or organization or any law or governmental regulation.

7. Confidential Information

Taskerly, its employees and its team of independent contractors shall not, during the time of rendering services to the Buyer or thereafter, disclose to anyone other than authorized employees of the Buyer (or persons designated by such duly authorized employees of the Buyer) or use for the benefit of Taskerly and its employees or for any entity other than the Buyer, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Buyer’s projects or programs; the technical, commercial or any other affairs of the Buyer; or, any confidential information which the Buyer has received from a third party.

8. Intellectual Property

(a) Work Product. During the course of performing the Services, Taskerly and its directors, officers, employees, or other representatives may, independently or in conjunction with Buyer, develop information, produce work product, or achieve other results for the Buyer in connection with the Services it performs for the Buyer

(b) Ownership. Taskerly agrees that such information, work product, and other results, systems and information developed by Taskerly and/or the Buyer in connection with such Services (hereinafter referred to collectively as the “Work Product”) shall, to the extent permitted by law, be a “work made for hire” within the definition of Section 101 of the Copyright Act (17 U.S.C. 101), and shall remain the sole and exclusive property of the Buyer.

(c) Assignment of Interest. To the extent any Work Product is deemed to be a work made for hire within the definition of the Copyright Act, Taskerly with effect from creation of any and all Work Product, hereby assigns, and agrees to assign, to the Buyer all right, title and interest in and to such Work Product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights, including all extensions and renewals thereof.

(d) Moral Rights. Taskerly also agrees to waive any and all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications.

(e) Assistance. Taskerly further agrees to provide all assistance reasonably requested by the Buyer, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of the Buyer’s rights in the Work Product.

9. Term

This Agreement shall commence on the date of purchase and shall continue until Taskerly has provided the Service for the duration of the purchased hours, unless it is earlier terminated in accordance with this Agreement.

10. Termination

(a) Notice of Termination. This Agreement may only be terminated if the Buyer is able to make a reasonable claim that the Service is not being delivered as described prior to purchase, or that the quality of the Service being delivered is poor. Under these terms, this Agreement may be terminated by the Buyer with immediate effect by giving written digital notice.

(b) Payment Upon Termination. Taskerly will retain payment for all Services performed up to and including the date of termination. The remaining value will be refunded to the Buyer within seven days of receipt of written notice of termination.

12. General Provisions

(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral

(b) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement

(c) Amendment. This Agreement may be amended only by written agreement of the parties.

(d) Notices. All notices permitted or required under this Agreement shall be in writing and shall be via email or delivered in person or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt.

(e) Assignment. This Agreement shall not be assigned by either party without the consent of the other party.

(f) Governing Law. This agreement shall be interpreted according to the Laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

(g) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

The Buyer and Taskerly have each executed and delivered this Agreement as of the date of purchase. This Agreement does not require a signature from either party. The Buyer’s completion of payment signifies their acceptance and agreement with these terms and conditions of sale.