These terms and conditions (hereinafter referred to as the “terms and conditions”) apply to all services provided during the agreement between Delight Turbo Agency and the client (hereinafter referred to as “Client”) who authorizes Delight Turbo Agency to provide services.
The Company undertakes to provide the Client with services as described in the agreement entered between the parties (hereinafter referred to as “Agreement”). Any conflict of inconsistency between the provisions of these terms and conditions and any executed agreement shall be resolved by giving precedence to the executed agreement under which the services are to be provided and then these terms and conditions.
Agency fee: the Client shall pay the Company the rate specified in the agreement between the
Invoices/Payments: The Company shall invoice the Client based on the provisions of the agreement entered between parties. Each such invoice shall be due within seven (7) days of its receipts. The company reserves the right to use any and all means of collection available under applicable laws to collect any overdue
Suspension of Service: in the event that the invoice is not paid within the specified time period, the services provided by the Company may be immediately interrupted, delayed or suspended at the sole discretion of the Company without regard to any service deadlines or other provisions of the applicable agreement.
Expenses: the Client shall reimburse the Company for all materials and reasonable out-of- pocket fees and expenses incurred in connection with performance of its obligations under the
All prices and rates are exclusive of VAT. Consequently, the Client is responsible for complying with all applicable tax laws and regulations in their Country and for paying all applicable taxes to local
The Client shall assist the Company in fulfilling its obligations arising from the agreement and will assume the obligations specified in the agreement at its own expenses. The Client will make available to the Company a designated representative who will be authorized to make binding decisions on behalf of the Client regarding the obligations that are the subject of their agreement and will fulfill or cause to be fulfilled other obligations and requirements of the Client as stated in the Agreement, including providing reasonable and prompt cooperation of the Company to facilitate the Company’s performance of any Contract in a timely and efficient manner; providing such information as the Company may request and ensuring that such information is accurate in all material respects and ensuring that its network and systems conform to the relevant specifications recommended by the Company from time to time.
The Client understands that the Company will rely on the Client’s Representative, who has the authority specified their agreement, and that all official communications from the Company to the Client will be addressed to the Client’s
The channel of communication between the Company and the Client’s Representative shall be: telephone, messaging, WhatsApp messages, WhatsApp calls, email and any other preferred mode of communication.
For all tasks assigned by the client that are outside the scope of their specific agreement, the Company must approve before
The Company is not obliged to work on weekends, holidays and outside office hours; however, it is possible to agree on a specific compensation for extraordinary urgent
If the Client does not respond to the requests or does not provide the necessary information or material within 1 week (5 working days excluding holidays) of the request, the Company can suspend the work until the request is fulfilled and invoice the work that has been done until
In the performance of its obligations hereunder, the Company is and shall remain an independent contractor and nothing in this Agreement or the Agreement shall be deemed or construed to create an employer/employee, joint venture or partnership relationship between the Company and the Client. Nothing herein shall be deemed or construed to create an employment relationship between the Client and any employee, agent or independent contractor of the Neither party shall have any authority to secure any obligations on behalf of the other party or to make any promise, representation or agreement of any nature on behalf of the other party.
The Company shall have the exclusive right to the identity of its employees used to provide the Services, provided that the Company ensures that the employees are suitably qualified and experienced in all cases.
The Client acknowledges and agrees that any attempt by the Client to induce employees or independent contractors to leave the Company, or any effort by the Client to interfere with the Company’s relationship with its employees or other service providers, would be harmful and detrimental to the Company. Client agrees that during the term of the Agreement, it shall not, directly or indirectly, in any way:
Non-Exclusivity: without authorizing the Company (or its employees) to engage in any conduct or activity that would lead to a breach or breach of any term of the Agreement, the Client acknowledges that the Company’s employees providing services to the Client under the Agreement may perform similar services from time to time. for other persons and this Agreement does not prevent the Company from using such personnel to perform similar services for such other persons. The Company recognizes that Client may from time to time hire other Companies to perform similar services and the Agreement does not prevent Client from using such Companies.
Client’s Business: means the type of business in which the Client engages in respect of the work to be performed and any other application functions or functions related
Intellectual Property Rights: means all intellectual property rights however arising and in whatever media, whether registered or unregistered, including copyrights, patents, trademarks, website marks, trade names, registered designs and any applications on protection or registration of these
Ownership: once the Company’s fees have been paid by the Customer in full and in cleared funds, all right, title and interest in the deliverables are the exclusive property of the
Warranty of Authority: no Each party warrants that it is authorized to enter into the Agreement and to perform its obligations hereunder, and that its performance hereunder will not conflict with, restrict or conflict with any other agreement.
The parties agree that neither party’s liability for damages for any cause of action, regardless of the form of action, shall exceed the fees paid or required to be paid by the client under the applicable agreement hereunder.
In connection with the Agreement, the Client may disclose certain confidential proprietary information that the Customer or its affiliates, business partners or clients owns, or the Company may become aware of or have access to. Confidential Information includes, but is not limited to, any data or information, oral or written, relating to Client or any of Client’s existing or intended business activities, business information, technology, technical processes and formulas, customer lists, prospect lists, names, addresses and other information relating to customers and prospects, product proposals, sales, costs, price lists and other unpublished financial information, development, software, methods, trade secrets, business plans and marketing data and any other confidential and proprietary information, whether or not marked as confidential or proprietary.
Public Domain: notwithstanding the foregoing, Confidential Information shall not be deemed to include information that: (i) is publicly available or in the public domain at the time of publication, (ii) is or becomes publicly available or comes into the public domain through no fault of the Company , (iii) is lawfully communicated to the Company by persons not bound by confidentiality obligations in this connection, (iv) is already in the possession of the Company without any confidentiality obligations in this connection, (v) is independently developed by the Company without using any confidential information or ( vi) is approved for release or publication by the Client in writing without restriction.
Restrictions on Disclosure: for the duration of its engagement and for all subsequent periods, the Company will maintain the Confidential Information in strict confidence and will not disclose, publish or copy any part of the Confidential The Company will use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement. The Company may not use the Confidential Information or any part thereof for its own benefit or for the benefit of any third party. The Company will take all reasonable precautions in handling Confidential Information and will limit disclosure on a strict need-to- know basis. However, the Company may disclose Confidential Information pursuant to an order or request from a court, administrative agency or other governmental body, provided that the Company gives the Client reasonable advance notice to contest such order or request.
Notice: either party may terminate the Agreement or any Agreement upon thirty (30) written notice to the other party if the Agreement includes continued provision of the Services.
Monetary Breach: if a party fails to make a monetary payment as provided in this Agreement, the non-breaching party shall notify the other party of such failure, and if the breaching party does not cure such breach within twenty-one (21) business days, the breaching party may terminate the contract or any contract immediately.
Continuation: this Agreement shall remain in full force and effect and shall govern the Services provided to the Client by the Company until this Agreement is terminated or the parties mutually agree
Termination: upon termination of this Agreement for any reason: (a) Client shall immediately pay to the Company all amounts owed to the Company pursuant to Article 6 of this Agreement for Services rendered and expenses incurred prior to the date of termination; (b) each party shall immediately cease using and return to the other party within fifteen (15) business days all such other party’s Confidential Information and Materials and all copies, portions and extracts thereof in its possession or under its control, excluding any materials , for which the Client has paid or agrees to pay. The Company shall deliver to the Client such part of the services as is
Introductory Provisions
WHEREAS, the Company is in the business of agency services and operates as an agent. WHEREAS, the Client wishes to engage the Company in the provision of agency services and the Company agrees to provide such services under the terms and conditions set forth herein. WHEREAS, the Company and the Client agree that this Agreement shall apply to all such future services. In consideration of the mutual agreements contained herein and other good and valuable consideration, the acceptance and sufficiency of which is hereby confirmed, the parties have agreed as follows:1. Services
2. Payment Policy
3. Course of Cooperation
4. Labor Provisions
- induce or attempt to induce any employee or other service provider of the Company to terminate employment or provide services for or on behalf of the Company;
- otherwise interfere with or disrupt the Company’s relationships with its employees, independent contractors or service providers;
- discuss job opportunities or provide information about competitive employment to any Company employees, independent contractors or service providers; or
- solicit, solicit or hire any employee, independent contractor or other service provider of the