TABLE OF CONTENTS
This Subcontractor Offer Agreement on Performance of Works and Rendering of Services (hereinafter the "Agreement" or "Offer Agreement") is entered into by and between KOANN PTE. LTD., duly registered and operating under the laws of the Singapore under registration No. 201917104G, registered at: 176 Joo Chiat Road #02-02 Singapore (427447), represented by its director Mr. Ashot Avagyan (hereinafter "KOANSTAFF" or "Contractor") and an individual; or an entrepreneur, accepting the terms and conditions of this public Offer Agreement by means of activation of the "I have read and agree with the terms of the Offer Agreement" checkbox (hereinafter the “Subcontractor"). Acceptance of the terms of this Offer Agreement by the Subcontractor by means of activation of the "I have read and agree with the terms of the Agreement" checkbox below means confirmation of the Subcontractor’s free will aimed at full and unconditional acceptance of the conditions of this Offer Agreement and all other documents referenced herein, and accession to this Offer Agreement subject to conditions set forth below. For the purposes of this Offer Agreement the Subcontractor and KOANN STAFF are hereinafter jointly referred to as the "Parties" and individually as a "Party".
SINCE the Subcontractor is in the business of performance of certain types of Works and rendering certain types of Services as they are defined in this Offer Agreement;
SINCE KOANSTAFF wishes from time to time to engage the Subcontractor for the purposes of performance of Works and rendering of Services, as well as performance of other actions in accordance with this Offer Agreement for Remuneration, and the Subcontractor agrees to perform Works and render Services under this Offer Agreement on the terms and conditions of this Offer Agreement;
NOW, THEREFORE, taking into account the mutual agreements and assurances contained in this Offer Agreement the Parties here to agree as follows:
The Parties hereby expressly agree that for the purposes of this Offer Agreement the definitions below shall have the following meanings:
"Accounting Period" means 1 (One) calendar month.
"Customer" means a legal entity or an individual entrepreneur that engages the Contractor for the purposes of performance of Works/rendering of Services within the framework of Assignments and Projects.
"Intellectual Property" means copyrightable objects (works protected by copyright) and related rights of any kind, as well as production secrets (know- how), the creation of which and assignment of intellectual rights (including the exclusive copyright) in and to which the Subcontractor may be required when performing particular Works. Intellectual Rights means all rights with respect to Intellectual Property, including but not limited to exclusive rights in Intellectual Property, any exclusive rights (including but not limited to related rights, patent rights, rights in means of individualization, topologies of integrated circuits and production secrets), and rights with respect to confidential information, domain name rights and rights to protection against unfair competition, in each case both currently valid and capable of appearing in the future, anywhere in the world, including the right to modify Intellectual Property, the right to disclose Intellectual Property, and all other rights related to Intellectual Property set forth in this Offer Agreement.
"Personal Profile" means the personalized section of the KOANSTAFF Service closed for public access. Personal Profile is accessed by entering on the KOANSTAFF Service login page of authentication data: login (username) and password (access code).
"Project" means the combination of particular interconnected Tasks for performance/rendering of interconnected Works/Services.
"Related Documents" have meaning set out in Clause 12.1. of the Agreement.
"Remuneration" means the remuneration of the Subcontractor for performance of Works and/or rendering of Services under this Offer Agreement, and includes (in cases when a Result is created) remuneration of the Subcontractor for both performance of Works on creation of the Result, as well as for assignment to the KOANSTAFF in full of all the intellectual rights in and to the Result that contains the Intellectual Property or that is the Intellectual Property.
"Result" means the result of performed Works which may contain, inter alia, Intellectual Property, or which by itself may be Intellectual Property.
"KOANSTAFF Billing System" means the specialized billing system integrated into the KOANN STAFF Service, designed for accounting of:
"KOANSTAFF Service" means the interactive service operated by KOANSTAFF, available on the Internet via URL https://koanstaff.com/.
"Tasks" mean, collectively, tasks for performance of particular Works and/or rendering of particular Services within the scope of the relevant Projects, which are communicated to the Subcontractor by means of the Personal Profile in the KOANSTAFF Service.
"Works and Services" collectively mean those types of works and services performance and rendering of which by the Subcontractor within the scope of Tasks/Projects is available by means and with help of the KOANSTAFF Service. The list of Works and Services available for performance and rendering is communicated to the Subcontractor by means of the Personal Profile in the KOANSTAFF Service.
The Subcontractor unambiguously agrees that performance of Works and/or rendering of Services (whichever is applicable) within the scope of each Task is a material obligation of the Subcontractor under this Offer Agreement.
Prior to commencing performance of Works and/or rendering of Services under the relevant Task the Subcontractor must accept the terms of performance of Works and/or rendering of Services under that Task via the Personal Profile. The Tasks available for selection by the Subcontractor are displayed via the Subcontractor’s Personal Profile.
The Parties agree that at the moment of acceptance of terms of performance of Works and/or rendering of Services within the scope of each Task by means of the Personal Profile the Subcontractor provides his/her willful acceptance with all material terms of performance of Works and/or rendering of Services set forth by the applicable Task. The material terms set forth by Tasks include:
the volume of Works and/or Services to be performed/rendered within the scope of the Task;
timeframes for performing Works and/or rendering Services within the scope of the Task;
the timeframe for transferring to KOANSTAFF of the Result of the performed Works;
when applicable, the requirement to assign from the Subcontractor to KOANSTAFF the intellectual rights to Intellectual Property from the commencement of performance of the Work under relevant Task;
the amount of Subcontractor’s Remuneration payable for performance of Works and/or rendering of Services within the scope of the Task;
other terms that may be set forth by the relevant Task.
The Parties hereby unambiguously agree that the Subcontractor must select Tasks and perform Works and/or render Services only with respect to those Works and Services that are available for selection via the Personal Profile and fully correspond to Subcontractor’s qualification and experience.
The Parties hereby unambiguously agree that the Subcontractor must perform Works and/or render Services of due quality and only by him/herself. Engagement by the Subcontractor of third parties for the purposes of performing Works and rendering Services is prohibited except for the cases when otherwise is expressly agreed upon between KOANSTAFF and the Subcontractor within the scope of the relevant Task or Project.
The Parties hereby unambiguously agree that the Subcontractor must perform Works and/or render Services strictly within the timeframes set forth with respect to such Works and/or Services by the relevant Task. Unilateral change by the Subcontractor of the timeframes for performance of Works and/or rendering of Services within the scope of the relevant Task is prohibited. KOANSTAFF reserves the right to delete the Subcontractor’s Personal Profile and deny the Subcontractor repeat registration in the KOANSTAFF Service if the Subcontractor repeatedly performs Works and/or renders Services in violation of the timeframes for performance/rendering for more than 1 (One) business day without prior notice to KOANSTAFF about the potential delay in performance of Works and/or rendering of Services no later than 3 (Three) business days prior to the date of transfer to KOANSTAFF of the Result and/or completion of rendering of Services set forth by the relevant Task.
Remuneration for performance of Works and/or rendering of Services under this Offer Agreement shall be paid to the Subcontractor in accordance with Section 7 of this Offer Agreement.
If a Task for performance of Works provides for creation by the Subcontractor of Intellectual Property, the Subcontractor must:
By accepting the terms of this Offer Agreement, the Subcontractor represents and warrants that:
The Subcontractor hereby agrees to fully indemnify (or reimburse in full) and hold KOANSTAFF and/or any of KOANSTAFF’s affiliates, owners, directors, officers and employees harmless (or compensate in full) from and against all damages (including loss of profit and other consequential losses) caused by or in connection with claims, demands, judgments, liabilities, costs and expenses (including reasonable attorneys’ fees), which KOANSTAFF and/or any of its affiliates, owners, directors, officers and employees will suffer, incur or pay out, or which will be asserted against KOANSTAFF and/or any of its affiliates, owners, directors, officers and employees in whole or in part, caused by, or arising in connection with:
The Parties hereby agree that the Subcontractor may use the KOANSTAFF Service for the following purposes:
KOANSTAFF must:
KOANSTAFF may:
The Subcontractor must:
The Subcontractor may:
Before accepting the terms of this Offer Agreement and registration of the Personal Profile in the KOANSTAFF Service the Subcontractor must accept the terms of the following documents related to this Offer Agreement which regulate other matters pertaining to use of the KOANSTAFF Service and included in this Offer Agreement by reference in this Section 12 (collectively, the "Related Documents"):
Comments or questions regarding this Offer Agreement may be sent by the Subcontractor using the following addresses:
By post / By courier service: 176 Joo Chiat Road #02-02 Singapore (427447)
By e-mail: info@koann.pro