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Service Agreement for V12 MANAGEMENT LTD Contractors

THIS AGREEMENT is made the day of today's date

BETWEEN:

(1) V12 MANAGEMENT LTD, a company registered in England and Wales, under number 09956750, whose registered office is at 85 Great Portland Street, First Floor, London, England, W1W 7LT (“the Company”) and

(2) If company: , a company registered in under number , whose registered office is at (“the Contractor”)

If individual: with passport n. , issued in (“the Contractor”)

WHEREAS:

The Company appoints the Contractor to provide to the Company those services defined below and the Contractor agrees to provide those services for the duration of this Agreement on the following terms and conditions.

IT IS AGREED as follows:

1. Definitions

In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

1.1 Commencement Date:

1.2 Services means: WEB-DESIGN SERVICES

1.3 Termination Date means the date on which the Contractor’s appointment hereunder is terminated.

1.4 Worker means any person, either self-employed or employed by the Contractor, with suitable skill, knowledge, and experience who is nominated and engaged by the Contractor to carry out the Services on behalf of the Contractor (being either the person/s whose names/ is/are set out in Schedule 2 or any other suitable person/s).

1.5 References to the Contractor as “it” or “its” or “itself” mean the individual who is the Contractor.

2. Duration of the Agreement

The duration of this Agreement shall be from the Commencement Date and shall continue INDEFINITELY or until this Agreement is terminated in accordance with Clause 13 (“Duration”).

3. Contractor’s Obligations

3.1 For the duration of the Agreement the Contractor shall:

3.1.1 perform the Services described in this Agreement;

3.1.2 make itself available to the Company for not less than 2 HOURS working hours during each day and for not less than 5 working days during each week, at such times and such locations as the Company and Contractor shall agree from time to time, being the standard of REMOTE COLLABORATION ONLINE;

3.1.3 perform its obligations in an expert and diligent manner and to the best of its ability;

3.1.4 provide the Services in accordance with the best practice in its industry, profession or trade;

3.1.5 whenever possible and practicable, use its own equipment, materials and resources to carry out the Services; and

3.1.6 keep the Company informed of progress on the Services and in particular to liaise with FILIPPO GIORDANO (Director of V12 MANAGEMENT LTD) in respect of the day-to-day performance of the Services.

3.2 The Contractor may in its discretion at any time (and on one or more occasions) substitute any Worker for itself or for any other Worker provided that any Worker chosen by the Contractor has the requisite skills, knowledge and experience to provide all or any of the Services.

3.3 The Contractor shall use all reasonable endeavours to avoid or minimise such changes or additions and to consult with the Company beforehand about any such proposed change in engagement of persons carrying out the Services. However the Contractor shall in any event provide such a substitute or addition where the provision of the Services is unduly delayed by absence due to incapacity or for any other reason upon notification by the Company (or the Company’s representative) that a delay is unacceptable or where it is otherwise necessary to provide such a substitute or addition.

3.4 The Company shall

3.4.1 only be entitled to refuse to accept any Worker if in its reasonable opinion they are not suitable due to lack of skills, or experience; and

3.4.2 not in any circumstances make any payment to any Worker.

3.5 The Contractor is responsible for the quality of the work undertaken by it and any Worker on the Services and, without limitation, shall perform the Services, and is wholly responsible for ensuring that any Worker performs the Services, competently and with reasonable care and skill.

3.6 The Contractor’s Services activities and working methods and those of any Worker/s engaged by the Contractor on the Services shall at all times be exclusively for the Contractor to determine, supervise, direct and control. The Company shall not seek to supervise, direct or control the Contractor or any Worker in the provision of the Services nor shall the Company have any right to do so.

3.7 Subject to the provisions of this Agreement, the Contractor shall at all times be exclusively responsible for organizing and entitled to organise where, when, how, and in what order the Services are performed by it and any Worker/s but shall liaise with the Company to ensure that due account is taken of the Company’s requirements

4. Nature of Engagement

The Contractor is not obliged to make its services available except for the performance of its obligations under this Agreement. The engagement and appointment of the Contractor under this Agreement to provide Services does not create any mutual obligations on the part of the Contractor or the Company to offer or accept any further contract, engagement or services. No continuing relationship shall hereby be created or implied.

5. Fees

5.1 The Company shall pay to the Contractor hourly fees depending on experience and specified in the accompanying communication by email.

5.2 The fees for all hours spent carrying out the Services in each calendar WEEK shall be invoiced (together with any applicable VAT chargeable thereon) on the first working day of the following calendar WEEK. Each invoice shall detail the Services provided and the fees due for the hours spent on the Services covered by the invoice. If VAT is charged on the fees, the invoice for those fees must be a valid VAT invoice.

5.3 If a valid and correct invoice for any calendar WEEK is delivered by Contractor to the Company, it shall be due and payable within 14 days after the date on which it is delivered.

6. Expenses

6.1 The Company shall reimburse the Contractor all travelling and other out of pocket expenses wholly and reasonably incurred by it or any Worker/s in the proper performance of its obligations hereunder, other than its expenses of travelling between its normal place of residence and the premises at which the Services are to be performed, provided that on request, the Contractor shall provide the Company with such vouchers or other evidence of actual payment of such expenses as the Company may reasonably require.

6.2 Any expense properly claimable under Sub-clause 6.1 shall be invoiced on the first working day of the calendar WEEK following the calendar WEEK in which that expense was incurred. A valid and correct invoice for any expense shall be due and payable within 14 days after the date on which it is delivered.

7. Late Payment

If the Company fails to make any payment due to the Contractor under Clause(s) 5 or 6 on the due date then, without prejudice to any other right or remedy available to the Contractor, the Contractor shall be entitled to:

7.1 terminate this Agreement by giving written notice to the Company if the Company has failed to make the due payment within 7 WORKING DAYS after receiving written notice from the Contractor giving full particulars of the payment due and requiring such payment to be made within 7 WORKING DAYS; and

7.2 charge the Company interest from the due date on the amount unpaid both before and after any judgment, at the rate of two per cent per annum above the base lending rate of LLOYD'S BANK PLC from time to time. Such interest shall accrue on a daily basis from the due date for payment until payment is made in full to the Contractor of the overdue sum. The Company shall pay the interest due together with the overdue sum.

8. Tax Liability

8.1 The Contractor shall be responsible for all taxes and contributions (including, but not limited to, income tax, PAYE and national insurance, where applicable) in respect of all amounts paid or payable to the Contractor under or in relation to this Agreement and all amounts which the Contractor pays any Worker/s.

8.2 The Contractor hereby agrees to indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of any such taxes, PAYE and/or contributions, including interest and penalties, relating to the Services provided to the Company under this Agreement.

8.3 The Contractor shall be responsible for all of its expenses (save as otherwise provided by Clause 6) and, where applicable, VAT.

9. No Employment or Other Relationship

9.1 The Contractor’s relation to the Company is that of an independent contractor of self-employed status.

9.2 Nothing in this Agreement shall create or be deemed to constitute or give rise to a partnership, joint venture, agency or any employment relationship between the Parties, or any employment relationship between any Worker and the Company, or any other fiduciary relationship other than the contractual relationship expressly provided for in this Agreement.

9.3 Neither Party may hold itself out in any manner conflicting with Sub-Clause 9.1 or 9.2.

10. Exclusivity of Service and Competition

10.1 The Contractor may provide to others services which are the same as or similar to the Services but the Contractor agrees that it will not, without the written consent of the Company, be in any way directly or indirectly engaged or concerned in any other business or undertaking where this is or is likely to be in conflict with the interests of the Company or where this may adversely affect the efficient discharge of the Contractor’s duties under this Agreement.

10.2 For the purposes of this Clause 10, a conflict of interest is deemed to include, without limitation, providing the same or similar services to any other company engaged in business similar or the same as that of the Company, such business being Company Secretarial, Accounting, Legal Services in the United Kingdom and Europe.

10.3 The Company may engage other contractors to provide it with services which are the same as or similar to the Services.

11. Confidential Information

11.1 The Contractor shall neither throughout the Duration of this Agreement (except in the proper performance of its obligations) nor at any time (without limit) after the termination thereof, directly or indirectly:

11.1.1 use, or permit to be used, for its own purposes or those of any other person, company, business entity or other organisation whatsoever;

11.1.2 disclose, or permit to be disclosed, to any person, company, business entity or other organisation whatsoever;

any confidential information relating or belonging to the Company or its associated companies, including but not limited to any such information relating to customers, customer lists or requirements, suppliers, price lists, pricing structures, marketing or sales information, products, services, projects, business methods or plans or dealings, employees or officers, financial information or plans, designs, formulae, specific technical information, trade secrets, research activities, any document marked “Confidential”, or any information which it has been told is confidential or which it might reasonably expect the Company would regard as confidential, or any information which has been given to the Company or any associated company in confidence by customers, suppliers or other persons.

11.2 The Contractor shall not at any time throughout the Duration of this Agreement make any notes or memoranda relating to any matter within the scope of the Company’s business, dealings or affairs otherwise than for the benefit of the Company or any associated Company.

11.3 The obligations contained in Sub-Clause 11.1 above shall cease to apply to any information or knowledge which may subsequently come into the public domain after the termination of this Agreement, other than by way of unauthorised disclosure.

12. Intellectual Property and Ownership of Materials

All copyright and other intellectual property worldwide rights in all records, documents, papers (including copies and summaries thereof) and other works or materials made or acquired by the Contractor in the course of carrying out its obligations under this Agreement, together with ownership of all such items and copies thereof, shall vest in the Company absolutely, and the Contractor shall have a licence to use any such items only for the purpose and extent necessary to carry out its obligations under this Agreement.

13. Termination

13.1 Without limitation either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if that other Party:

13.1.1 commits any breach of this Agreement (excluding late payment under Clause 7) and, in the case of a breach which is capable of remedy, fails to remedy it within 21 days after receiving written notice giving full particulars of the breach and requiring it to be remedied within that period; or

13.1.2 is incompetent, or is guilty of gross misconduct and/or serious or persistent breach in respect of its obligations hereunder or serious or persistent negligence in relation to the Services.

13.2 Either Party may terminate this Agreement at any time by giving the other Party not less than 7 DAYS notice in writing and the Company shall be liable for payment of hourly fees at the rate set out in Sub-Clause 5.1 as follows:

13.2.1 Where the Party terminating is the Company, it shall pay the fees only for the hours expended on any particular Services by the Contractor up to the end of that notice period pursuant to any previous agreement between the Parties to carry out that number, or at least that number, of hours in respect of those particular Services;

13.2.2 Where the Contractor terminates, it shall continue to carry out any particular Services pursuant to any previous agreement between the Parties to do so (notwithstanding the expiry of the notice period before it has completed those Services) either:

13.2.2.1 until they are complete; or

13.2.2.2 if that previous agreement required a particular or minimum number of hours to be expended on those particular Services, until the Contractor has completed that number of hours; or

13.2.2.3 if the Company notifies the Contractor that the Company wishes the Contractor to cease work no later than upon expiry of the notice period, until no later than that expiry.

and in any such case, the Company shall pay the fees for the number of hours expended by the Contractor.

13.3 Where this Agreement terminates on the termination date referred to in Clause 2, the Company shall pay the hourly fees for all hours expended up to that date by the Contractor on any Services pursuant to any previous agreement between the Parties to carry out those Services. The Contractor shall not be entitled to carry out or be paid for any Services after that date and cannot be required by the Company to carry out any Services after that date.

14. Liability

14.1 This Clause 14 sets out the entire financial liability of the Parties to each other for any breach of this Agreement, and any representation, statement, or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement.

14.2 Subject to sub-Clause 14.3, neither Party shall be liable to the other, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, loss of anticipated saving, business interruption or management time, failure to achieve any benefit expected to be derived from this Agreement, loss of use of any asset, loss of data recorded on any computer or other equipment, or any special commercial, economic, indirect or consequential damage or loss that may be suffered by the other Party that arises out of or in connection with this Agreement.

14.3 Nothing in this Clause 14 or in any other provisions of this Agreement shall:

14.3.1 limit the liability of either Party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury; or

14.3.2 exclude or limit the liability of the Contractor under or in respect of the indemnity given in Clause 8.2.

14.4 Subject to Clause 14.3, the total liability of either Party arising out of or in connection with this Agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to jurisdiction of the English and Welsh Courts in respect of any dispute and/or legal proceedings in respect of this Agreement and any matter arising hereunder.

15. Force Majeure

15.1 Neither Party to this Agreement shall be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party (“Force Majeure”). Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other similar or dissimilar event or circumstance that is beyond the control of the Party in question.

15.2 In the event that a Party to this Agreement cannot perform its obligations hereunder as a result of Force Majeure for a continuous period of <<insert period>>, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all work completed up to the date of termination.

16. Company Property

On the termination of this Agreement, the Contractor must immediately return to the Company in accordance with the Company’s instructions all equipment, correspondence, records, specifications, software, models, notes, reports and other documents (and any copies thereof) and any other property belonging to the Company or its associated companies which are in its possession or under its control. The Contractor will, if so required by the Company, confirm in writing that it has complied with its obligations under this Clause 16.

17. No Waiver

No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

18. Assignment and Sub-Contracting

The Contractor shall be entitled to perform any of the obligations undertaken by it through any Worker/s, whether as a sub-contractor or employee. Any act or omission of such a Worker shall, for the purposes of this Agreement, be deemed to be an act or omission of the Contractor.

19. Third Party Rights

19.1 No one other than a Party to this Agreement, their transferees, successors or assignees, shall have any right to enforce any of its terms and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

19.2 Subject to this Clause 19 this Agreement shall continue and be binding on the transferee, successors and assignees of either Party as required.

20. Notice

20.1 All notices to be given under this Agreement by either Party to the other shall be in writing and shall be deemed duly given if signed by the Party giving the notice, or on behalf of that Party by a duly authorised officer of that Party.

20.2 Notices shall be deemed to have been duly given:

20.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

20.2.2 when sent, if transmitted by e-mail and a return receipt is generated; or

20.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.

In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.

21. Entire Agreement

21.1 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

21.2 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

22. Law and Jurisdiction

This Agreement is to be governed by and construed in accordance with the Laws of England and Wales and the Parties hereto submit to the exclusive jurisdiction of the English and Welsh Courts in respect of any dispute and/or legal proceedings in respect of this Agreement and any matter arising hereunder.

23. Data Protection and Data Processing

The provisions of Schedule 3 and its Annex shall apply as if set out in the body of this Agreement

SCHEDULE 1, Details of Services provided by the Contractor

Name of the Role	Front End Developer for Web and Mobile
Purpose	We are in the process of re-designing our website and landing pages with improved upload speed and tracking, in the next few months
Required Soft Skills	Communication: Excellent verbal and written communication skills for articulating ideas and collaborating with clients and team members. Problem-Solving: Ability to quickly find solutions to design challenges and technical issues. Attention to Detail: Precision in design elements, from typography to spacing to color schemes. Time Management: Managing multiple projects and deadlines efficiently. Self-Motivation: Finding internal drive to start and continue work without external prodding, expecially working in an all-remote team.
Required Hard Skills	Agile/SCRUM with Trello (no specific certifications) Wordpress design with Elementor and WPBakery Website hosting and domain registering Web Performance Optimization HTML/CSS Google Tags Facebook Ads Tracking Slack
Responsibilities (Executor)	Hosting and domain setting Designing of landing pages Tracking snippets inclusion and testing Using Trello for agile sprints
Accountabilities (Owner)	to be defined after the conclusion of first project together
Additional requirements	We are a small team of 5 people working remotely from London, often we collaborate on a project / sprint basis, so you need to be confortable in this setting, that we find great for the freedom that brings You should have a minimum experience in similar positions of 5 years
Required Language and Language Level	Fluent English (optional) Fluent Italian
Expected Working Hours per Week	Agile/SCRUM cerimonies (Team&Project Setup, Project Backlog Grooming & Sprint Planning, Daily Standups, Sprint Review & Retrospective): 4 hours Availability for web-designing work in a 1-week Agile Sprint: variable between 10 and 20 hours
Payment Terms	We offer competitive hourly rates for this position, depending on experience Payments are processed post-sprint or post-project conclusion
Timezone	We work 9:00-16:00 in the Greenwich Mean Time (also known as Western European Time or UTC+0 or London time) You should be available 2 hours in this range, the rest will be asynchronous communication in Slack
Expected Response Time	During the 2 hours of overlap with our London working hours, we expect you to react in 15 minutes During the rest of your working day, it depends on your timezone
Required documents to sign	Non-Disclosure Agreement (NDA) for V12 MANAGEMENT Sub-Contractors
Start date	We expect to finish the recruitment process at the end of April 2024
Who we are	We are a small team of 5 people working remotely from London. V12 Management Ltd (https://v12management.co.uk/) operates in the secretarial, accounting and management consulting sector, helping European entrepreneurs to do business in the UK. We are passionate, we are remote, we are free !
Our Core Principles	Freedom and Fulfillment As an all-remote company, we empower each individual to work and live in the way that brings them the most fulfillment. We value a deep passion for one's work, encouraging individuals to pursue what they love or explore alternative paths. We embrace asynchronous communication, prioritizing messages over meetings, to improve efficiency, reduce stress, and align with our all-remote way of work and life. We embrace the concept of Ikigai, where one finds purpose by aligning what they love, what the world needs, what they can be paid for, and what they are good at. Our focus is on delivering real value by prioritizing what truly matters and automating tasks that can be streamlined. Culture and Rules We celebrate and appreciate the beauty of diversity and cultural differences. Our culture is non-judgmental and focused on results, embracing mistakes as opportunities. Rules, systems, and structures simplify and enhance everyone's work experience. We adopt agile practices that align with our core values.
Hiring process	The process of hiring will look like this: We get your application We review your profile comparing it to the job opportunity We invite you to a personal video interview (camera required) We start with a short quiz assessment and continue chatting for 30 minutes Both you and we decide if we want to work together You sign an NDA and we work together for a trial period

SCHEDULE 2

Worker(s): Filippo Giordano, other members of the team

SCHEDULE 3

3.1 Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 2 nor any other provisions of this Agreement shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

3.2 For the purposes of the Data Protection Legislation and for this Clause 2, the Contractor is the “Data Processor” and the Company is the “Data Controller”.

3.3 The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be set out in the Annex to this Schedule.

3.4 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in the Annex to this Schedule.

3.5 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:

3.5.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law;

3.5.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor and set out in the Annex to this Schedule;

3.5.3 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and

3.5.4 Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:

3.5.4.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

3.5.4.2 Affected data subjects have enforceable rights and effective legal remedies;

3.5.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

3.5.4.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

3.5.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

3.5.6 Notify the Data Controller without undue delay of a personal data breach;

3.5.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and

3.5.8 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 2 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

3.6 The Data Processor shall not sub-contract any of its obligations with respect to the processing of personal data under this Clause 2.

3.7 Either Party may, at any time, and on at least 30 calendar days notice, alter the data protection provisions of this Agreement, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to this Agreement.

Annex to Schedule

Pursuant to Clause 2.4 of Schedule 3, the following sets out the type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing:

Marketing purposes

IN WITNESS WHEREOF this Agreement has been duly executed the day and year first before written

SIGNED by

FIlippo Giordano

for and on behalf of V12 MANAGEMENT LTD

SIGNED by

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Signed by Filippo Giordano
Signed On: 04/19/2024

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04/19/2024 12:20 BST

Service Agreement for V12 MANAGEMENT LTD Contractors Uploaded by Filippo Giordano - admin@v12management.co.uk IP 80.2.65.123