MODEL TASK CONTRACT
The terms used in this Task Contract have the meaning set out in the SecureTasks Glossary. A Task Contract is created in accordance with the SecureTasks Agreement. Unless otherwise agreed through the use of a proprietary Employer Services Agreement, the Employer and the Consultant enter into a Task Contract on the following terms:
1. COMMENCEMENT DATE AND TERM
1.1. The Task Contract is created when the Employer accepts the Consultant’s Offer on a Posted Task to provide Services.
1.2. The Contract will continue until terminated in accordance with clause 7.
2.1. The Consultant will perform Services in a proper and workmanlike manner.
2.2. The Consultant must perform the Services at the time and location agreed.
2.3. The parties must perform their obligations in accordance with any other terms or conditions agreed by the parties during or subsequent to the creation of the Task Contract.
3.1. Each party warrants that the information provided in the creation of the Task Contract is true and accurate.
3.2. The Consultant warrants that he/she has the right to work and provide Services and holds relevant licences in the nominated country where the work is to be performed.
3.3. The parties incorporate the Consumer Guarantees into the Task Contract, even if they are not already incorporated by law.
4. PAYMENT OR CANCELLATION
4.1. If Escrow functionality is used upon the creation of the Task Contract, the Employer must pay the Agreed Price into the Escrow Account.
4.2. Upon the Services being completed, the Consultant will provide notice of completion on the SecureTasks Platform.
4.3. The Employer will be prompted to confirm the Services are complete and accepted. If the Consultant has completed the Services in accordance with clause 2 and Employer agrees, then SecureTasks will release the Funds in Escrow from the Escrow Account to the Consultant.
4.4. If the parties agree to cancel the Task Contract, or the Employer is unable to contact the Consultant to perform the Task Contract, the Consultant Funds will be dealt with in accordance with the User’s SecureTasks Agreement.
4.5. If the Consultant fails to deliver the Work Product to the satisfaction of the Employer the Employer reserves the right to withhold payment or offer to the Consultant part payment.
5. LIMITATION OF LIABILITY
5.1. Except for liability in relation to a breach of a Non-excludable Condition, the parties exclude all Consequential Loss arising out of or in connection to the Services, and any claims by any third person, or the Task Contract, even if the party causing the breach knew the loss was possible or the loss was otherwise foreseeable.
5.2. Subject to any insurance or agreement to the contrary, the liability of each party to the other except for a breach of any Non-Excludable Condition is capped at the Agreed Price.
6.1. If a dispute arises between the parties, the parties will attempt to resolve the dispute within 14 days by informal negotiation (by phone, email or otherwise).
6.2. If the parties are unable to resolve the dispute in accordance with clause 6.1, either party may refer the dispute to SecureTasks and act in accordance with clause 18 of the SecureTasks Agreement.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Third-Party Rights
7.1.1. Consultant represents and warrants that Consultant will not incorporate or use the materials of any third party including those of any other Employer or any Employer, in performing the Consultant Services that are not generally available for use by the public or have not been legally transferred to the Employer.
7.2. Background Technology
7.2.1. Consultant will disclose in the engagement terms on the SecureTasks workbench any Background Technology which Consultant proposes to incorporate into their work product or upon which use or distribution of the work product will depend. If the Consultant discloses no Background Technology, Consultant warrants that it will not incorporate any Background Technology into work product.
7.2.2. Provided pursuant thereto. Consultant will separately provide, with each delivery of work product to Employer, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the work product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by the Consultant, and (d) how the item has been incorporated into, is used by, or is relied upon by the work product.
7.2.3. Notwithstanding the foregoing, unless otherwise agreed between Consultant and Employer, the Consultant agrees that it will not incorporate into their work product or otherwise deliver to Employer any software code for which the use or distribution of the code will create (or purport to create) obligations for Employer to grant any rights or immunities under Employer intellectual property to a third-party, including without limitation any obligation that the work product or Employer software combined with, derived from, or distributed with such work product, (a) be disclosed or distributed in source code form, (b) be licensed for the purpose of making derivative works, or (c) be redistributable at no charge.
7.3. Employer Materials
7.3.1. Employer grants Consultant a limited, non-exclusive, revocable (at any time, at Employer’s sole discretion) right to use the Employer Materials as necessary solely for the performance of the Consultant Services under the applicable Task Contract.
7.3.2. Employer reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Employer Materials. Upon completion or termination of the Task Contract, or upon Employer’s written request, Consultant will immediately return all Employer Materials to Employer and further agrees to destroy all copies of Employer Materials and Deliverables (except for Background Technology as permitted by the Task Contract) contained in or on Consultant’s premises, systems, or any other equipment or location otherwise under Consultant’s control. Within ten days of such request from Employer, Consultant agrees to provide written certification to Employer that Consultant has returned or destroyed all Employer Materials and work product as provided in this subsection.
7.3.3. Consultant agrees they will not place Employer work product in the Profile Portfolio section of the SecureTasks Platform.
7.4. Ownership of Work Product and Intellectual Property.
7.4.1. Upon Consultants receipt of full payment from Employer, the Work Product (except for any Background Technology), including without limitation all Intellectual Property Rights in the Work Product (except for any Background Technology), will be the sole and exclusive property of Employer, and Employer will be deemed to be the author thereof.
7.4.2. If Consultant has any Intellectual Property Rights to the Work Product that are not owned by Employer upon Consultant’s receipt of payment from Employer, Consultant hereby automatically irrevocably assigns to Employer all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Consultant retains no rights to use, and will not challenge the validity of Employer’s ownership in, such Intellectual Property Rights.
7.4.3. Consultant hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered and paid for.
7.5. Licence to Background Technology
7.5.1. Upon Consultant’s receipt of full payment from Employer for delivery of Work Product, Consultant hereby automatically grants to Employer a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated in Work Product delivered for that payment.
7.5.2. If payment is made only for partial delivery of Work Product, the license described herein applies only to the portion of Work Product delivered and paid for.
7.6. Licence to or waiver of other rights.
7.6.1. If Consultant has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Employer by Consultant, Consultant hereby automatically, upon Consultant’s receipt of full payment from Employer, unconditionally and irrevocably grants to Employer during the term of such rights, an exclusive, even as to Consultant, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights.
7.6.2. If Consultant has any rights to such Work Product that cannot be assigned or licensed, Consultant hereby automatically, upon Consultant’s receipt of payment from Employer, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Employer or related to Employer’s customers, with respect to such rights, and will, at Employer’s request and expense, consent to and join in any action to enforce such rights.
7.6.3. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.
8. CONFIDENTIAL INFORMATION
8.1.1. To the extent an Employer or Consultant provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will:
18.104.22.168. not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information;
22.214.171.124. not use or permit the use of another’s Confidential Information, except as necessary for the performance of Consultant Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Consultant); and
126.96.36.199. limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Consultant Services.
8.2.1. If and when Confidential Information is no longer needed for the performance of the Consultant Services for a Task Contract or at Employer’s or Consultant’s written request (which may be made at any time at Employer’s or Consultant’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
8.3.1. Without limiting Section 7 (Confidentiality), Employer and Consultant will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Consultant Services for a Task Contract.
9. TERMINATION OF CONTRACT
9.1. The Task Contract will terminate when:
9.1.1. the Services are completed, and if the Escrow functionality is being used the Agreed Price is released from the Escrow Account;
9.1.2. a party is terminated or suspended from the SecureTasks Platform, at the election of the other party;
9.1.3. otherwise agreed by the parties or the Third Party Dispute Service; or
9.1.4. notified by SecureTasks in accordance with the party’s SecureTasks Agreement.
10. APPLICATION OF POLICIES
10.1. The parties incorporate by reference the applicable Policies.
11. GOVERNING LAW
11.1. The Task Contract is governed by the laws of the Republic of Singapore. The parties submit to the exclusive jurisdiction of SecureTasks selected governing jurisdiction.
Revised October 2020 Copyright (c) SecureTasks LLC 2018-2020
“CL” means the Consumer Law.
“Agreement” means the most updated version of the agreement between SecureTasks and a User.
“Agreed Price” means agreed price for Services (including any variation) paid into the Escrow Account made by the Poster but does not include any costs incurred by the Consultant when completing Services which the Poster agrees to reimburse.
“SecureTasks” “we” “us” “our” means SecureTasks, LLC a Delaware Registered Limited Liability Company.
“SecureTasks Badge” means a badge that may be issued to a User based on the User meeting certain qualifications or other thresholds, including Verification Icons, as determined and set by SecureTasks.
“SecureTasks Platform” means the SecureTasks website at https://www.securetasks.com SecureTasks smartphone app, and any other affiliated platform that may be introduced from time to time.
“SecureTasks Service” means the service of providing the SecureTasks Platform.
“Badge” means a SecureTasks Badge and Verification Icon.
“Business Day” means a day on which banks are open for general business in San Mateo, California, other than a Saturday, Sunday or public holiday.
“Business Partner Contract” means a contract between a Business Partner and a Consultant to perform Business Services.
“Business Partner” means the business or individual that enters into an agreement with SecureTasks to acquire Business Services.
“Business Services” means Services provided by a Consultant to a Business Partner acquired for the purpose of on selling to a third party (such as the Business Partner’s customer).
“Cancellation Admin Fee” means the Fee payable by a Poster for cancelling a Task Contract.
“Consequential Loss” means any loss, damage or expense recoverable at law:
(a) other than a loss, damage or expense that would be suffered or incurred by any person in a similar situation to the person suffering or incurring the loss, damage or expense; or
(b) which is a loss of:
a. opportunity or goodwill;
b. profits, anticipated savings or business;
c. data; or
d. value of any equipment,
and any costs or expenses incurred in connection with the foregoing.
“Consumer Guarantees” means the consumer guarantees contained in of the CL.
“Escrow Account” means the escrow account.
“Escrow Provider” means an entity that manages the Escrow Account (which may include SecureTasks or its related bodies corporate).
“Fees” means all fees payable to SecureTasks by Users including the Service Fee.
“Identity Verification Services” means the tools available to help Users verify the identity, qualifications or skills of other Users including mobile phone verification, verification of payment information, References, integration with social media, SecureTasks Badges and Verification Icons.
“Marketing Material” means any updates, news and special offers in relation to SecureTasks or its Third-Party Services.
“Non-excludable Condition” means any implied condition, warranty or guarantee in a contract, the exclusion of which would contravene the law or cause any part of the contract to be void.
“Offer” means an offer made by a Consultant in response to a Posted Task to perform the Services.
“Poster” means a User that posts on the SecureTasks Platform in search of particular Services.
“Posted Task” means the Poster’s request for services, and includes the deadline for completion, price and description of the Services to be provided.
“Reference” means a feature allowing a User to request other Users to post a reference on the SecureTasks Platform endorsing that User.
“Service Fee” means the fee payable by the Consultant to SecureTasks as consideration for the SecureTasks Services (and comprised as part of the Agreed Price) displayed to a Consultant prior to entering into each Task Contract.
“Services” means the services to be rendered as described in the Posted Task, including any variations or amendments agreed before or subsequent to the creation of a Task Contract.
“Site” means the website at https://www.securetasks.com
“Stored Value” means the physical or virtual card, coupon, voucher or code containing credit or a discount for use on the SecureTasks Platform.
“Task Contract” means the separate contract which is formed between a Poster and a Consultant for Services. In the absence of, or in addition to, any terms specifically agreed, the model terms of which are included in Appendix A to the Agreement apply to Task Contracts.
“Consultant” means a User who provides Services to Posters.
“Consultant Funds” means the Agreed Price less the Service Fee.
“Third Party Dispute Service” means a third-party dispute resolution service provider used to resolve any disputes between Users.
“Third Party Service” means the promotions and links to services offered by third parties as may be featured on the SecureTasks Platform from time to time.
“User” or “You” means the person who has signed up to use the SecureTasks Platform, whether as the Poster, Consultant, or otherwise.
“Verification Icons” means the icons available to be displayed on a User’s profile and any such posts on the SecureTasks Platform to confirm details such as a User’s qualification, license, certificate or other skill.
Rules of Interpretation:
In the SecureTasks Agreement and all Policies, except where the context otherwise requires:
(a) the singular includes the plural and vice versa, and a gender includes other genders;
(b) another grammatical form of a defined word or expression has a corresponding meaning;
(c) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
(d) a reference to USD$, $USD, dollar or $ is to United States of America currency;
(e) a reference to time is to the time in Singapore;
(f) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
(g) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(h) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
(i) headings are for ease of reference only and do not affect interpretation;
(j) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally; and
(k) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it.
Revised October 2020 Copyright (c) SecureTasks, October 2020
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