TERMS AND CONDITIONS

FOR THE SUPPLY OF SERVICES

 

1. ABOUT US AND OUR TERMS AND CONDITIONS

WILLE TECH LIMITED is a legal entity established under the laws of the Republic of Cyprus, having its registered office at Kinyra 1, KINYRAS TOWER, 3-d floor, 'Agios Andreas, 1102, Nicosia, Cyprus (the “Customer”).

These Terms and Conditions for the Supply of Services (the “Terms and Conditions”) along with the Quote for Services set forth the terms under which an Eligible Individual selected by the Customer may, subject to Clause 3 (Formation of the Agreement) of the Terms and Conditions, provide the Services to the Customer.

2. DEFINITIONS AND INTERPRETATION

In these Terms and Conditions, where the context admits, the definitions given below shall have the following meanings:

“Agreement” has the meaning given in Clause 3 (Formation of the Agreement).

“Capacity” means any principal, agent, contractor, consultant, director, employee, worker, owner, partner, shareholder or any other managerial capacity.

“Commercial Entity” means any type of company or sole proprietorship duly registered according to the applicable law in any country of operation of the Group Company.

“Confidential Information” means results of the Services, Intellectual Property, and any information, including any documents, emails (both addresses and emails content), files, photos, images, videos and other media files, provided to, or created by, the Contractor under this Agreement, which, including, but not limited to, may constitute Customer’s trade secret, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form.

“Contractor” means an Eligible Individual who was selected by the Customer and accepted the Quote for Services and these Terms and Conditions in a manner envisaged in Clause 3 (Formation of the Agreement).

“Customer’s email address” means bootcamp@fabiosamedia.com, cooperation@fabiosamedia.com or any other email address provided to the Contractor with any of the above email addresses in copy.

“Data Controller” means one entity or more entities which determine(s) the purposes and means of the Processing of Personal Data.

“Data Processor” means the individual which may Process Personal Data on behalf of the Data Controller.

“Data Protection Legislation” means any European Union legislation and any other national laws and regulations applicable to the Processing of Personal Data.

“Deliverables” means all the work products, items, materials and Intellectual Property to be created, developed, produced, delivered, performed or provided by the Contractor in connection with the Agreement.

“Eligible Individual” means any individual who is of legal age under the laws of his/her place of residence, and recognized by Customer as having necessary skills and experience to provide the required Services.

“End Users” means individuals - Group Company’s consumers, whose Personal Data may be Processed by the Contractor in course of provision of Services under the Agreement.

“Group Company” means the Customer or its affiliated companies from time to time.

“Intellectual Property” means any copyright/related rights object, invention, industrial design, method, research, process and all other results of intellectual activity, protected by intellectual property rights, including but not limited to software, digitized files containing data, databases, illustration, design, artwork, presentation, advertising layout, marketing materials, images, photographic, audiovisual, musical works, including videos, animated assets, performances, phonograms, documented reports as well as any documentation thereto, any other objects executed in any available form, separately or in combination, regardless of their completion which may be created in course of provision of Services.

“Personal Data” means any information relating to an identified or identifiable natural person, and shall have the same meaning as in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC.

“Processing” or “Process” means any operation or set of operations which is performed by the Contractor as part of the Services upon Customer’s or End Users’ Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

“Product” means a product in the field of Health&Fitness, Education, Entertainment, or Utilities, namely a mobile application published by a Group Company on App Store, Google Play Market, Huawei Art Gallery and/or web-site hosted by a Group Company. 

“Quote for Services” means the email sent by the Customer to the Eligible Individual with the description of required Services, fees (costs) and payment terms.

“Restricted Business” means those parts of the Group Company's activity and business in which the Contractor was involved during the term of the Agreement and/or concerning which the Contractor had access to Trade Secret and/or Confidential Information.

“Restricted Person” means any person who, during the term of the Agreement, was or is a customer/supplier to/independent contractor/investor/partner or licensor of the Group Company, or other commercial contractor of whatever nature; or in the habit of dealing with any Group Company; or prospective customer/supplier to/independent contractor/investor/partner or licensor of the Group Company, or other commercial contractor of whatever nature; or an employee, agent, officer, consultant, advisor or other independent contractor of or provider of services to the Group Company.

“Services” means the services to be provided by the Contactor under the Agreement, including creation of any type of Intellectual Property, and/or any other related services as requested by the Customer.

“Trade Secret” has the meaning given to it in Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016 on the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure.

3. FORMATION OF THE AGREEMENT

Any Eligible Individual, who was selected by the Customer at its sole discretion, will be provided by email with the Quote for Services and the link to the Terms and Conditions.

An Eligible Individual who agrees to provide the Services to the Customer on the terms defined in the received Quote for Services and the Terms and Conditions, shall accept the Quote for Services and the Terms and Conditions by sending an email to the Customer’s email address with the following wording: “I have read and agree with the Quote for Services and the Terms and Conditions for the Supply of Services available at https://fabiosamedia.com/terms-and-conditions”. 

The Quote for Services and these Terms and Conditions, if and when accepted by an Eligible Individual, shall constitute a binding agreement entered into between the Customer and the Contractor in accordance with and incorporating the Terms and Conditions (the “Agreement”). 

The Agreement comes into force on the date when the aforementioned email of acceptance is received by the Customer (the “Effective Date”).

The Customer and the Contractor may be collectively referred to as the “Parties” and each individually as a “Party”.

4. IDENTITY / KNOW YOUR CUSTOMER

By accepting the Quote for Services and the Terms and Conditions, the Contactor consents to electronically receive, via email, all records and notices, such as terms, notices, and communications, in respect of the Services provided to Customer under the Agreement.

The Contractor authorizes the Customer to make, directly or through third parties, any inquiries the Customer considers necessary to validate the Contractor’s identity. At Customer’s request, the Contractor must: (1) provide the Customer with additional information regarding his/her identity, which may include Contractor’s date of birth and/or other information that will allow the Customer to reasonably identify the Contractor; (2) take steps to confirm the ownership of Contractor’s email address or financial instruments; or (3) verify Contractor’s information against third party databases or through other sources.

At Customer’s request, the Contractor must also provide copies of identification documents (such as passport/ID or driver's license) for the purpose of validating the identity of the Contractor.

The Contractor hereby confirms and guarantees that he/she is fully responsible for the validity of payment ID provided by him/her to the Customer. Therefore, Services fee payments to the mentioned payment ID shall be considered to be the Services fee payments provided directly to the Contractor, regardless of whether such payment ID belongs to the Contractor or to a third party (e.g., to the Contractor’s representative). In case the payment ID does not belong to the Contractor, the Contractor and the third party (e.g., the Contractor’s representative) shall settle payments between each other under a separate agreement. The Contractor shall not file any claims against the Customer as to the Services fee paid by the Customer to the payment ID provided by the Contractor and the Contractor hereby releases the Customer from any and all liability in this respect.

5.ORDERING AND ACCEPTANCE OF SERVICES

a. Subject Matter

Subject to the Agreement, the Customer orders and the Contractor undertakes to provide the Services as described in the Quote for Services during the term of the Agreement. The Customer reserves the right to provide detailed instructions as to providing particular Services within the scope of such Services described in the Quote for Services in any form, including via email.

b. Services Ordering

During the term of the Agreement, the Customer, from time to time, may notify the Contractor by means of communication (telephone, email) of the need for provision of further Services (the "Order").

Within 3 (three) business days after receiving the Order, the Contractor: (i) clarifies with the Customer the specific scope, timelines, methods and other terms of the Services provision, and (ii) either begins the Services provision or notifies the Customer about the impossibility of the Services provision specifying grounds for the refusal.

During the Services provision, the Customer may amend previously agreed scope, timelines, methods and other terms of the Services provision or cancel the Order.

c. Acceptance of Services

With the aim of quality control, the Services may be accepted by the Customer on a monthly basis in portions agreed by the Parties.

To this extent, the Contractor will provide the Customer by email or via Services tracking system specified in the Quote for Services with the Deliverables, which the Customer in the absence of objections, shall review within 5 (five) business days from the date of receipt thereof (the “Approval Period”), and pay for the Services within the period indicated in Clause 6 (Consideration for Services and Payment Terms) of the Terms and Conditions.

If the Customer does not notify the Contractor of the objections to the Deliverables within the Approval Period, such Deliverables shall be deemed approved by the Customer and the relevant Services shall be deemed accepted.

The Parties may mutually agree in writing that this Clause 5(c) (Acceptance of Services) does not apply.

6. CONSIDERATION FOR SERVICES AND PAYMENT TERMS

In consideration of the provided Services, the Customer shall pay the Contractor the fee indicated in the Quote for Services. 

The fee for the Services indicated in the Quote for Services is based on the Contractor’s skills and experience, as well as on the Services complexity. The Quote for Services shall contain (i) the price of one hour of the Services, or (ii) fixed monthly fee, or (iii) fees for certain quantity of the Services. If the Parties agree on a fixed monthly fee, the Customer is entitled to put into operation any number of Orders within any current month.

The fee for the Services shall be payable by the Customer within 5 (five) business days from the date of the Services acceptance pursuant to Clause 5(c) (Acceptance of Services). 

If the Parties have agreed in writing that Clause 5(c) (Acceptance of Services) is not applicable to them, the fee for the Services shall be payable by the Customer within 10 (ten) business days following the Contractor’s submission of the Deliverables to the Customer by email or via Services tracking system agreed by the Parties. 

The Customer may pay the Contractor in several installments. The Parties may establish a different payment procedure by mutual written agreement (email shall be sufficient).

The fee for the Services may be paid to the Contractor to his/her card account, Payoneer account, via PayPal, or otherwise, as agreed by the Parties in writing (email shall be sufficient).

The Customer has the right to change unilaterally and proportionally any fee for the Services to be paid to the Contractor for any particular period in case if, including, but not limited to, the scope of Services rendered by the Contractor differs from the requested in such period.

The Parties hereby agree that the payment for Services may be settled by a third party chosen unilaterally by the Customer, and the Contractor hereby confirms and guarantees that he/she is in no need of and shall not demand any additional notices of the payer change circumstances stipulated herein.

7. CONFIDENTIALITY

By entering into the Agreement, the Contractor agrees that Confidential Information shall be strictly confidential and, therefore, the Contractor shall not use the Confidential Information for his/her own purposes and/or disclose it to any third party without prior written consent of the Customer, unless such disclosure is required by law, a court of competent jurisdiction or any governmental or regulatory authority, in which case the Contractor must notify the Customer of such requirement as soon as reasonably practicable after he/she becomes aware that the disclosure is required. The Parties agree to undertake whatever measures that are reasonably necessary to protect its confidentiality both during the term of the Agreement and 2 (two) years after its termination or expiration.

In case the Customer grants the Contractor access to any servers, computer systems or other physical/media resources, the Contractor shall not use such access for any purpose other than for the provision of Services to the Customer under the Agreement.

8. INTELLECTUAL PROPERTY OWNERSHIP

a. Accrual of Intellectual Property Rights

The Parties agree that all and any tangible intellectual property rights to Intellectual Property created by the Contractor in course of provision of Services shall be transferred (assigned) by the Contractor to the Customer with full title guarantee, free from all third party rights, without any additional obligations with respect to the Contractor, restrictions on the territory, use area, and for the whole period of validity of such rights from the moment of creation of such Intellectual Property. 

Creation of Intellectual Property may be formalized by any suitable for Parties means, including, but not limited to, by indication in invoices (if any) or confirmation within the Customer’s mailing internal system on monthly, quarterly or annual bases, etc. Non-formalization of Intellectual Property creation shall not affect Customer’s ownership of tangible intellectual property rights to Intellectual Property. 

All and any tangible intellectual property rights to Intellectual Property include, without limitation, the following rights:

  1. to use the Intellectual Property, including, but not limited to: fully or partially reproduce, copy, publicly perform, publicly announce, publicly demonstrate, expose, distribute (including, but not limited to sell, export of copies etc.), assign/sell the rights, provide an access by any means to an unlimited number of persons by any means, including on Internet, provide for public knowledge in any form, format, without quantity limitations, to unlimited number of people, in particular, for advertising purposes; modify, adapt, translate, otherwise amend the Intellectual Property, to create derivative works, to include Intellectual Property to other works as their integral part;

  2. file application for registration and obtaining of any title documents in any countries for any Intellectual Property;

  3. to authorize, including, but not limited to, by issuing licenses, a disposal, or prohibit the use of Intellectual Property by any third parties, such as Customer’s affiliates, including, but not limited to, in the ways listed hereinabove;

  4. to prevent illegal use of the Intellectual Property.

All and any intellectual property rights to the Intellectual Property are transferred (assigned) to the Customer along with all respective Intellectual Property embodiments, records relating to the same. The Contractor shall deliver to the Customer such embodiments and records in due course during provision of Services.

The Contractor is prohibited to use the Intellectual Property under her/his own name or for any purpose other than to fulfil his/her obligations, including, but not limited to, assign or otherwise make the Intellectual Property available to third parties.

The moral (intangible) intellectual property rights to the Intellectual Property shall be deemed waived by the Contractor to the extent permitted under the law. In case the moral (intangible) intellectual property rights to the Intellectual Property belong to the Contractor, the Contractor: (i) grants to the Customer the right to complete, alter and otherwise modify the Intellectual Property without any approval from the Contractor. The Contractor agrees that such changes will not be considered a violation of Intellectual Property integrity, (ii) authorizes the Customer not to specify the name of the Contractor as author’s name on the Intellectual Property.

b. Pre-Existing Intellectual Property and Third-Party Materials

The Contractor shall create the Intellectual Property independently (individually), unless otherwise is agreed with the Customer. In any case the Contractor shall not engage any third party in the creation of Intellectual Property should such engagement result in creation of third-party rights as to the Intellectual Property.

The Contractor undertakes not to incorporate into Intellectual Property or utilize in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept or other proprietary information or intellectual property owned by the Contractor or in which the Contractor has an interest, as well as proprietary information or intellectual property owned by any third party (the “Pre-existing Objects”) without Customer’s prior written permission (email suffices). The Contractor agrees that if, in the course of performing the Services, Contractor incorporates into any Intellectual Property or utilizes in the performance of the Services any Pre-existing Objects, the Customer is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to create, order creation, use, import, offer for sale, sale, reproduce, distribute, modify, adapt, create derivative works, display, perform or otherwise exploit such Pre-existing Objects without any restrictions.

c. Author’s remuneration

The Parties agreed that the remuneration to the Contractor for the transfer to the Customer of tangible intellectual property rights to the Intellectual Property, created during the provision of the Services, shall be paid within the sum of consideration pursuant to Clause 6 (Consideration for Services and Payment Terms). No other remuneration for the transfer to the Customer of the tangible intellectual property rights to the Intellectual Property, created during the provision of the Services, shall be paid to the Contractor.

d. Assistance to Customer

The Contractor undertakes to assist the Customer or its authorized representatives in all actions for the protection of intellectual property rights both to the Intellectual Property created during the provision of the Services and the Pre-existing Objects. For this purpose, if needed, the Contractor shall provide all necessary information, sign and submit all documents required for registration and receiving by Customer or its authorized representatives the protective documents in respect of the abovementioned assets and intellectual property rights to them.

9. NON-COMPETE AND NON-SOLICITATION

In order to protect Trade Secret, Confidential Information, proprietary information, Group Company's business connections to which the Contractor has access during provision of the Services and stability of the workforce as well as to prevent unfair competition based on Contractor’s use or knowledge of proprietary, Confidential and/or Trade Secret information of the Group Company, considering that the Products are purchased worldwide, by accepting the Quote for the Services and the Terms and Conditions, the Contractor explicitly covenants with the Customer that the Contractor shall not, whether directly or indirectly (including by encouraging, assisting or facilitating any third party to exercise the actions specified below), in any way: 

  1. during the term of the Agreement and for a period of 6 (six) months after its termination, be employed by or be involved in provision of services to, or in any Capacity have business dealings with, the Commercial Entity in projects which are in competition with the Restricted Business; 

  2. during the term of the Agreement and for a period of 6 (six) months after its termination, in the Republic of Cyprus or in any country, in which the Group Company conducts business or engages contractors, engage in any business related to the creation, modification, implementation, or other use of any intellectual activity results in the sphere identical/similar to the art/inventive sphere, in which the Intellectual Property is created under the Agreement and/or the Group Company is the owner of the intellectual property rights; and

  3. during the term of the Agreement and for a period of 12 (twelve) months after its termination, in the Republic of Cyprus or in any country, in which the Group Company conducts business or engages contractors, solicit or endeavour to entice from the Group Company or employ or engage, or offer to employ or engage, or otherwise have any business dealings with or facilitate the engagement of the Restricted Person, whether or not such person would be in breach of contract as a result of such engagement.

10. CONFLICT OF INTERESTS

The Contractor represents and warrants that the Contractor has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of the Agreement, the Contractor’s obligations to the Customer under the Agreement, and/or Contractor’s ability to perform the Services. The Contractor undertakes not to enter into any such conflicting agreement during the term of the Agreement.

11. RETURN OF CUSTOMER’S MATERIALS

Upon the termination of the Agreement, or upon Customer’s earlier request within the term hereof, the Contractor shall immediately deliver to the Customer, and will not keep in its possession, recreate, or deliver to anyone else, any and all Customer’s property, including, but not limited to, Confidential Information, tangible embodiments of the Intellectual Property, all devices and equipment belonging to the Customer, all electronically-stored information and passwords to access such property and any reproductions of any of the foregoing items that the Contractor may have in its possession or control. Until they have been delivered or returned, the Contractor shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Agreement.

 12. PERSONAL DATA

The Parties acknowledge that for the purpose of, and based on the Data Protection Legislation: 

  1. where the Customer Processes Contractor’s Personal Data, the Customer shall be regarded as Data Controller, and the Contractor shall be regarded as a data subject. Terms on Processing Contractor’s Personal Data by the Customer as the Data Controller are stipulated in Annex A “Privacy Notice” hereto; and 

  2. where the Contractor Processes Customer’s or End Users’ Personal Data on behalf of the Customer (should such the Processing be strictly necessary for the provision of Services), the Customer shall be regarded as Data Controller and the Contractor shall be regarded as Data Processor. The Contractor undertakes to Process Customer’s or End Users’ Personal Data in accordance with Annex B “Data Processing Terms” hereto. 

13. TERM AND TERMINATION

a. Term

The Agreement shall take effect on the Effective Date and, unless terminated earlier pursuant to Clause 13(b) (Termination) below, shall continue in effect within 12 (twelve) full months from the Effective Date (the “Term”). The Agreement shall automatically renew for the same Term unless terminated by either Party by sending prior written notice on its termination to the other Party.

b. Termination

The Contractor may terminate the Agreement upon giving the Customer 2 (two) weeks prior written notice on its termination.

The Customer may terminate the Agreement upon giving the Contractor written notice on its termination. In this case, the Agreement shall be deemed terminated on the date of the notice, unless otherwise indicated in such notice.

c. Survival

Upon any termination, all rights and duties of Customer and Contractor toward each other shall cease except:

      (a) Customer will pay, within 30 (thirty) business days after the effective date of termination, all amounts owing to Contractor for Services completed and accepted by Customer prior to the termination date; and

      (b) Clause 7 (Confidentiality), Clause 8 (Intellectual Property Ownership), Clause 9 (Non-compete and Non-solicitation), Clause 11 (Return of Customer’s Materials), Clause 14 (Governing Law and Jurisdiction), Clause 15 (Independent Contractor), Clause 16 (Indemnification), Clause 17 (Limitation of Liability), and Clause 18 (Miscellaneous), shall survive termination or expiration of the Agreement.

14. GOVERNING LAW AND JURISDICTION

The Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with the laws of England and Wales. The Parties irrevocably agree that any dispute, controversy or claim arising out or in connection with the Agreement, shall be settled and exclusively decided by the courts of Cyprus.

15. INDEPENDENT CONTRACTOR

It is the express intention of Customer and Contractor that Contractor performs the Services as an independent contractor to the Customer. Nothing in the Agreement is intended to, or shall be deemed to constitute a partnership or joint venture between the Parties or shall in any way be construed to designate Contractor as an agent, employee or representative of the Customer. Without limiting the generality of the foregoing, Contractor is not authorized to bind the Customer to any liability or obligation or to represent that Contractor has any such authority. The Contractor agrees to furnish all tools and materials necessary to accomplish the Agreement and shall incur all expenses associated with performance, except the Parties agree otherwise in writing. The Contractor acknowledges and agrees that Contractor is solely obliged to report on all compensation received by Contractor for the Services as well as to pay the required taxes in a manner prescribed by the applicable law.

16. INDEMNIFICATION

The Contractor hereby undertakes and agrees to indemnify and hold harmless the Customer and its affiliates, employees, directors, chief executive officers and other officers from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (i) any negligent, reckless or intentionally wrongful act of Contractor or Contractor’s assistants, employees, contractors or agents, (ii) any breach by the Contractor of any of the covenants of the Agreement, (iii) any violation or claimed violation of third party’s rights resulting in whole or in part from the Customer’s use of the Intellectual Property or other Deliverables delivered by the Contractor under the Agreement.

17. LIMITATION OF LIABILITY

IN NO EVENT THE CUSTOMER SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, REGARDLESS OF THE WAY OR FORM THEY ARE CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER OR NOT THE CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL CUSTOMER’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO THE CONTRACTOR UNDER THE AGREEMENT FOR THE SERVICES, DELIVERABLES OR INTELLECTUAL PROPERTY GIVING RISE TO SUCH LIABILITY.

18. MISCELLANEOUS

 a. Force Majeure

Neither Party shall be liable for any delay or failure to perform any of its obligation or provide Services hereunder in case of any: acts of God, war, riot or civil commotion, terrorist attack, governmental acts or directives, fire, flood, explosion, strikes, work stoppage, epidemic or pandemic, or equipment or facilities shortages not in the reasonable control of a Party, or other similar force beyond such Party's reasonable control (the “Force Majeure Event”). 

The Party affected by the Force Majeure Event and unable to fulfill its obligations shall notify the other Party of the occurrence and termination of such Force Majeure Event not later than three (3) business days upon occurrence and termination thereof. The fact of the occurrence of the Force Majeure Event and its duration shall be confirmed by a certificate (or other equivalent document) evidencing the relevant Force Majeure Event and issued by a competent authority.

Failure to notify or untimely notification of the occurrence of the Force Majeure Event shall deprive of the right to invoke such Force Majeure Event as grounds for releasing the affected Party from liability for the delay or failure to perform its obligations. 

Should a Force Majeure Event last for more than 30 (thirty) calendar days, each Party shall be entitled to terminate the Agreement by giving to the other Party a 10 (ten) calendar days’ prior written notice.

 b. Liability of the Parties

The Parties shall be held liable for non-performance or improper performance of their obligations hereunder pursuant to the terms of the Agreement and governing law.

 c. Assignability

The Agreement will be binding upon Contractor’s heirs, executors, assignees, administrators, and other legal representatives, and will be for the benefit of Customer, its successors, and its assigns. Unless the Parties agree otherwise in writing, the Contractor may not sell, assign, subcontract, declare a trust over or delegate any rights or obligations under the Agreement, except the involvement of third parties to provide Services upon the Customer’s written permission. Notwithstanding anything to the contrary herein, Customer may assign the Agreement and its rights and obligations under the Agreement to any entity based on Customer’s sole discretion and without the prior written consent of the Contractor.

d. Entire Agreement

The Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior written and verbal agreements, discussions, promises, assurances, warranties, undertakings or representations between the Parties. For the avoidance of doubt, all such previous agreements (if any) shall be deemed terminated. The Contractor represents and warrants that he/she is not relying on any statement or representation not contained in the Agreement and agrees that he/she shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement between the Parties.

e. Headings

Headings are used in these Terms and Conditions for reference only and shall not be considered when interpreting the Agreement.

f. Severability

If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of the Agreement, or any portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of the Agreement will continue in full force and effect.

g. Modification and Waiver

No modification of or amendment to the Agreement, nor any waiver of any rights under the Agreement by the Contractor shall be effective unless agreed by the Parties in writing (email shall be sufficient). The waiver by the Customer of a breach of any provision of the Agreement shall not operate as a waiver of any other or subsequent breach.

The Customer has the right for unilateral modification or amendment of the Terms and Conditions by updating their text on this website. These changes are effective immediately after they are posted on this page (amendment date).

It shall be the obligation of the Contractor to review this page occasionally to stay informed of any changes. The provision of Services by the Contractor after the relevant changes have been posted shall constitute the Contractor’s acceptance of such changes. If the Contractor does not agree with the changes, he/she may terminate the Agreement as specified in Clause 13(b) (Termination) hereof.

h. Notices

In the absence of evidence of the earlier receipt, any notice or other communication required or permitted by the Agreement to be given to a Party shall be deemed received: (i) if delivered personally – upon being served personally, (ii) if sent by courier service – 2 (two) days after being deposited with the courier, (ii) when sent by confirmed facsimile, or by email – on the following day after sending.

The Contractor shall be obliged to notify the Customer of any change in Contractor’s address or contact details not later than 5 (five) business days from the moment such change occurs.

 

ANNEX A

PRIVACY NOTICE

 

1. This Privacy Notice sets out how the Customer (WILLE TECH LIMITED is a legal entity established under the laws of the Republic of Cyprus, having its registered office at Kinyra 1, KINYRAS TOWER, 3-d floor, 'Agios Andreas, 1102, Nicosia, Cyprus, contact email on issues relating to this Agreement, including Processing: cooperation@fabiosamedia.com) as Data Controller handles Processing of Contractor’s Personal Data. 

2. The Contractor hereby acknowledges and agrees to Processing, in particular, disclosure, transfer to any third parties, including overseas, of Personal Data, such as name, surname, last name, nationality, individual tax number, series and number of passport, date and place of issuance of the passport, other ID details, bank account or other payment details, bank card number, amount of payment for provided Services, registered and actual billing address, email address(es), professional experience and education, photo, contact phone number(s), place and date of birth, etc., as well as other information which may be provided by the Contractor to the Customer during Services provision, for the following purposes and on the following corresponding grounds: 

a. for the purpose of preparation to (formation) and performance of the Agreement, i.e. to order and receive Services, to settle payments, to validate Contractor’s identity etc. (whereas in case of con-provision of Personal Data conclusion of the Agreement shall be impossible) - on the basis of necessity to perform the contract the Contractor has entered into with the Customer;

b. for the purpose of fulfillment of control, reporting and other obligations under applicable laws, including, but not limited to, taxation, audit, accounting, and archiving related – on the basis of necessity of compliance with Customer’s legal obligations;

c. for the purpose of internal reporting, performance of audits, internal investigations, statistical evaluations, management control, where the Customer needs to protect Customer’s or third party interests – on the basis of Customer’s legitimate interest;

d. for the purpose of protection against administrative/judicial claims, defense in legal disputes including, but not limited to, provision of evidence, as well as for prosecution and enforcement or where the Processing is needed for the public interest or for official purposes – on the bases of necessity of Customer’s compliance with Customer’s legal obligations and Customer’s legitimate interest.

3. Personal Data may be stored for the period necessary for fulfillment of purposes of Processing, including those based on the Customer’s legitimate interest, including upon termination of Agreement and in accordance with the internal retention policy of the Customer, which is available upon request. 

4. Personal Data may be disclosed and transferred to third parties, such as public authorities (based on their lawful request), controllers or processors, such as cloud service providers, affiliated companies, service providers, provided that such disclosure or transfer is necessary for the purposes of Personal Data Processing. Personal Data may be transferred overseas, whereas the Customer shall take appropriate safeguards, such as conclusion of agreements, for international data transfers. 

5. Contractor’s Rights with regard to Personal Data Processing are follows: 

a. request access to Personal Data;

b. request erasure of Personal Data to the extent allowed under the applicable law;

c. object to processing of Personal Data where the Client is relying on a legitimate interest to the extent allowed under the applicable law;

d. request the restriction of Personal Data processing in specific circumstances; 

e. withdraw consent to Personal Data processing;

f. request the transfer of Personal Data to another party, in limited circumstances;

g. prevent processing that is likely to cause damage;

h. lodge a complaint with a supervisory authority (in Cyprus such authority is Data Protection Commissioner, 1 Iasonos Street, 1082 Nicosia, Cyprus, tel: +357 22818456, fax: +357 22304565, email: commissioner@dataprotection.gov.cy) and use applicable legal remedies;

i. Protect Personal Data from accidental loss, alteration, illegal use as well as to assert all rights with regard to Personal Data processing.

6. The Contractor hereby acknowledges and agrees that he/she has been informed on data controller, nature and scope of collected Personal Data, applicable purposes of processing, rights under applicable legislation and third parties, to which his/her Personal Data may be transferred.

7. The Contractor undertakes to obtain permission of third parties, whose Personal Data he/she transfers to the Customer for the purpose of emergency contacting, on such transfer of Personal Data. 

 

ANNEX B

DATA PROCESSING TERMS

 

1. About Data Processing Terms

a. These Data Processing Terms set out how the Contractor as Data Processor shall handle the Processing of Customer’s and End Users’ Personal Data on behalf of the Customer as Data Controller when providing the agreed Services which are subject to the above Terms and Conditions. 

2. Compliance with Data Protection Legislation

a. The Contractor undertakes he/she shall Process Personal Data in accordance with these Data Processing Terms and Data Protection Legislation. In case any provision of these Data Processing Terms contradict to Data Protection Legislation provision, Data Protection Legislation shall prevail.

b. The Contractor undertakes to provide Services under the Agreement in a way that shall not result in breach of Data Protection Legislation either by the Data Processor or by Data Controller in relation to Processing of Personal Data by the Contractor.

3. Details of Personal Data Processing 

a. Personal Data subject to Processing by the Contractor shall be limited to data strictly necessary for the provision of Services under the Agreement, i.e.: 

    i. End Users’ data, such as contact information (emails, locale, time zone locations), gender, date of birth, apps or web usage data (IP addresses, cookies data, app/web events/interaction data), device information (OS version, device model, advertising identifier etc.) - as/if applicable, 

    ii. Customer’s Data such as Personal Data in Customer’s, its affiliated companies’ registration records, Personal Data available in Customer’s contractors business registration records and identification documents, and/or Personal Data available in Customer’s accounting systems - as/if applicable,

    as well as any other data necessary to fulfill the purposes of respective Personal Data Processing.

b. Personal Data shall be subject to the following processing operations: collection, recording, organisation, structuring, storage, use, transfer and disclosure to the Customer as Data Controller or other designated by the Customer Processors acting on behalf of Customer under the Customer’s written instructions (email suffices) as Data Controller, transfer and disclosure of data to analytics service providers and/or advertizing networks under the Customer’s written instructions (email suffices) (if/as applicable). 

4. Contractor’s Obligations as regards Data Processing

a. The Contractor shall:

    i. only Process Personal Data to the extent, and in such a manner, as is strictly necessary for the provision of Services, in accordance with primary bases and purposes of Processing of respective Personal Data and in accordance with the written or email instructions of the Customer. Should any of the Customer’s instructions as regards Personal Data Processing contradict (in Contractor’s opinion) the Data Protection Legislation, the Contractor shall not start to Process the Personal Data and shall promptly notify the Customer;

    ii. maintain the confidentiality of all Personal Data and not disclose Personal Data to third parties, unless disclosure follows directly from Customer’s written instructions, or unless as required by law, court order, or request or order from any regulator or supervisory authority, requiring the disclosure of such information (whereas the Contractor must notify the Customer on such request and approve, unless practically impossible, disclosure of Personal Data); 

    iii. promptly comply with any Customer’s written instructions requiring the Contractor to amend, transfer, delete or otherwise process Customer and/or End User’s Personal data, or to stop, mitigate or remedy any unauthorised processing;  

    iv. maintain reasonable records of Personal Data Processing and ensure that such records are sufficient to enable the Customer to verify the Contractor’s compliance with its obligations under this Agreement;

    v. notify the Customer immediately and not later than 12 hours upon receipt of any complaint or request from any authorities, regulators or other parties as regards Personal Data Processing, cooperate and provide all requested by the Customer support necessary in relation to complaint or request assistance; 

    vi. notify the Customer as soon as possible and not later than within 24 hours upon receipt of any end users’ or other individuals’ request as regards Personal Data (rights with regard to Personal Data Processing), cooperate and assist the Customer with consideration and compliance with the mentioned request as regards Personal Data;  

    vii. reasonably assist the Customer, at no additional cost to the Customer, with meeting the Customer’s compliance obligations under the Data Protection Legislation, taking into account the nature of the Customer’s processing and the information available to the Contractor, including in relation to Data Subject rights, data protection impact assessment and reporting to and consulting with the relevant supervisory authority under the Data Protection Legislation. 

5. Data Security and Data Breaches

a. The Contractor shall:

    i. implement procedural, technical and organizational measures as required under the Data Protection Legislation, including, but not limited to, prevent unauthorised persons’ access to data processing software and hardware, ensuring that Personal data cannot be anyhow accessed without Contractor’s authorization, including via logical access control (using passwords or keys) etc., to prevent unlawful disclosure, unauthorised processing of or accidental loss, destruction, damage or alteration to Personal Data;

    ii. notify the Customer immediately and not later than 12 hours and in any event without undue delay upon detection on any incidents which has resulted, or are reasonably likely to result, in a breach by the Contractor of the safeguards relating to Personal Data established under this Clause 5 (Data Security and Data Breaches), including but not limited to any loss, theft, deletion, disclosure or alteration of Personal Data and/or any unauthorised use or access to Personal Data (“Data Breach”); 

    iii. cooperate on actions related to the Data Breach, provide all requested by the Customer details on the notified incident, including the categories and approximate number of both Personal Data records concerned, the likely consequences etc. and assist in any way with the investigation of the Data Breach; 

    iv. not inform any third party of any Data Breach, except when required to do so by domestic law or unless disclosure follows directly from Customer’s written instruction, not to determine and not to offer any type of remedy to affected End Users and other individuals.

6. Sub-processors and Individual Processing

a. The Contractor shall not engage any of his/her personnel, employees (if any) into Personal Data Processing and shall not disclose any Personal Data to such personnel, employees.

b. The Contractor shall not engage any sub-processors to Process Personal Data except such engagement is requested by the Customer in writing. In such a case, the Contractor shall maintain control over all the Personal Data it entrusts to the subcontractor and any subcontractor’s contract terminates automatically on termination of this Agreement for any reason. 

c. Where any subcontractor fails to fulfil its obligations under the written agreement with the Contractor which contains terms substantially the same as those set out in this Agreement, the Contractor remains fully liable to the Customer for the subcontractor’s performance of its agreement obligations. 

7. Transfer of Personal Data outside the European Union/European Economic Area

a. Should the Personal Data be processed and transferred outside the European Union and/or outside the European Economic Area, Customer/Data Controller acting as data exporter and Contractor/Data Processor acting as a data importer, hereby enter into the standard contractual clauses for the transfer of personal data to third countries (Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (Text with EEA relevance) - https://fabiosamedia.com/standard-contractual-clauses

8. Return and Deletion of Data

a. Upon termination of this Agreement, or upon written request (email suffices) from the Customer, the Contractor shall at any time stop any Processing of Personal Data in possession of under control of the Contractor/received from or on behalf of the Customer under this Agreement, and return to the Customer, or permanently destroy any Personal Data possessed by the Contractor. In case there the Contractor has statutory obligation to retain data, he/she must inform the Customer for further mutual consideration of Personal Data deletion. 

b. Upon Customer’s written request (email suffices) the Contractor shall certify in writing that he/she has destroyed the Personal Data. 

9. Audit

a. The Contractor will permit the Customer and its third party representatives to audit the Contractor’s compliance with this Agreement obligations, on at least 30 days’ notice, during the Term. The Contractor will give the Customer and its third party representatives all necessary assistance to conduct such audits. The assistance may include, but is not limited to:

    i. physical access to, remote electronic access to any information held at the Contractor’s premises or on systems storing Personal Data;

    ii. access to and meetings with any of the Contractor’s personnel reasonably necessary to provide all explanations and perform the audit effectively; and

    iii. inspection of all Records and the infrastructure, electronic data or systems, facilities, equipment or application software used to store, process or transport Personal Data.

b. The notice requirements in the above Clause 9 will not apply if the Customer reasonably believes that a Personal Data Breach occurred or is occurring, or the Contractor is in breach of any of its obligations under this Data Processing Terms or any Data Protection Legislation.

c. If a Personal Data Breach occurs or is occurring, or the Contractor becomes aware of a breach of any of its obligations under this DPA or any Data Protection Legislation, the Contractor will:

    i. promptly conduct its own audit to determine the cause;

    ii. produce a written report that includes detailed plans to remedy and deficiencies identified by the audit;

    iii. provide the Customer with a copy of the written audit report; and

    iv. remedy any deficiencies identified by the audit within 5 days.