General Service Agreement

This is a standardised Service Agreement between Worksity Limited ("Worksity") and the Client. The Scope of Service, Project Specification, Payment Term, Timeline, and Milestone of this Agreement can vary based on the nature of each service. These will be specified in the brief provided after the initial meeting and understanding of the Client's project.

Scope of Service and Project Specifics #

Each project will have its own specific scope of work and project specifications. These will be agreed and listed after our initial meeting. During this meeting, we'll learn more about the Client's business and project, and specify the initial deliverables the Client's project requires.

The Services shall be provided by Worksity using a professional and commercially reasonable standard of care and in accordance with the agreed scope, requirements and specifications of the relevant Project. Worksity will use reasonable endeavours to perform the Services to a high professional standard and, where appropriate, to exceed the minimum requirements expressly agreed for the relevant Project.

Worksity does not, however, guarantee or warrant any particular commercial, financial, marketing or business result arising from the Services, including any specific level of customer numbers, enquiries, leads, sales, revenue, profit, audience growth, engagement, conversion or other performance outcome, unless an express written guarantee has been agreed in the applicable Statement of Work. Any expectations, targets, estimates or assumptions regarding such outcomes shall not be treated as guaranteed results unless expressly stated in writing as such.

Client Decisions and Approvals #

Worksity may provide the Client with professional opinions, recommendations, options and suggestions in relation to the Services. Such recommendations are provided to assist the Client in making its own decisions. Unless expressly agreed otherwise in the applicable Statement of Work, the Client shall remain responsible for all final decisions, approvals, instructions and business decisions relating to the Project.

Where the Client chooses to proceed with a particular option, recommendation, design, strategy, content or other Deliverable following a recommendation or proposal by Worksity, Worksity shall perform the Services in accordance with the Client's approved instructions, subject to the agreed scope of the Project.

Third-Party Review and Instructions #

You know your own Project and what you like better than anyone else. There is just one thing we’ve learned from experience that we’d like to share with you.

At Worksity, we respect that every Project is yours, and you may, in accordance with the provisions below, nominate someone you trust to make decisions on your behalf. However, our experience has shown that the best results are achieved when you remain directly involved in the decision-making process. We will always do our best to guide you with genuine care, share our professional advice, and honestly point out the strengths and potential drawbacks of your decisions, so that you can make the choice that is right for you. Ultimately, it is your Project, your vision and your voice that we want to see reflected in the final result.

Direct Client Involvement #

Worksity’s preferred approach is to work directly with the Client and receive decisions, feedback and approvals from the Client wherever reasonably possible.

Third-Party Authority #

If the Client wishes a third party, including an employee, consultant, partner, agency or representative, to provide instructions, feedback, approvals or make decisions on the Client’s behalf in relation to the Project, the Client shall notify Worksity in writing and confirm that such person has the authority to do so.

Effect of Authorisation #

Where the Client has provided such written authorisation, Worksity shall be entitled to treat that third party’s instructions, feedback, approvals and decisions as instructions, feedback, approvals and decisions of the Client, and may rely on them accordingly.

Conflicting Instructions #

Until such authority has been confirmed in writing, Worksity may continue to rely on the Client or any previously authorised representative and shall not be required to act upon conflicting, additional or revised instructions from another third party.

Specialist and Regulated Advice #

Worksity will prepare and deliver the Services and Deliverables to a professional standard and in accordance with the agreed requirements, and confirms that the work has been completed in accordance with those requirements. However, in some Projects, the final work may require review, approval, certification, signature, licence or other formal authorisation by a suitably qualified or legally authorised professional before it can be formally used or submitted.

As Worksity works with students, any approval, certification or signature which is legally required to be provided by a person holding a specific professional qualification, licence or legal authority must be provided by the relevant professional. Worksity will not provide or represent itself as providing any such professional approval, certification or signature.

The Client may appoint a professional of its choice to review and approve the work or, where agreed in writing, Worksity may assist in identifying and coordinating with an appropriate professional. If that professional considers that changes are required before the work can be approved, Worksity will, within the agreed scope of the Services, be there to support the Client.

Responsibility for any formal approval, certification, signature, licence or other required professional authorisation remains with the relevant professional. Where Worksity arranges additional specialist or regulated professional services, the applicable fees and terms will be agreed with the Client in writing in advance.

Payment Terms #

The Client can pay in milestones based on the project’s timeline. Each payment will be received at the beginning of each milestone. This allows us to use the necessary resources to move the project forward.

Payment methods accepted include Bank Transfer, Online Payment, PayPal, Credit Card, and Contactless.

Late Payment #

If any amount payable by the Client under this Agreement is not paid by its due date, the Client shall have a further period of seven (7) days from the relevant due date to settle the outstanding amount.

Worksity shall be entitled to, and the Client expressly acknowledges and agrees that, any amount which becomes due and remains unpaid shall, where applicable, automatically accrue statutory interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, without the need for any further notice, demand or other action by Worksity. Such interest shall accrue from the original due date until payment is made in full and shall be calculated at the statutory rate applicable from time to time under the Act, including the applicable reference to the Bank of England base rate.

If the outstanding amount remains unpaid upon expiry of the seven (7) day period, Worksity shall be entitled, upon written notice to the Client, to suspend the provision or completion of the relevant Services until the outstanding amount has been paid in full.

Where any delay in payment by the Client results in a delay to the performance, delivery or completion of the Services or the Project, Worksity shall not be liable for any resulting delay, loss or failure to meet any previously agreed delivery or completion date.

Any applicable delivery date, milestone or completion date shall be extended by a reasonable period reflecting the period of delay caused by the Client's failure to make payment, together with any additional reasonable time required by Worksity to recommence and complete the affected Services following receipt of payment.

Such extension shall apply automatically and shall not require a separate variation or amendment to this Agreement or the applicable Statement of Work, provided that the extension is reasonable and proportionate to the delay and its consequences.

Any statutory compensation, recovery costs and other amounts recoverable under applicable law in respect of late payment shall also be payable by the Client in addition to the outstanding principal amount.

Timeline #

The timeline for each project, including the start and end dates, will be determined separately and specifically for each project once the scope and requirements of the relevant project have been agreed and understood.

Flexibility Clause #

Both parties acknowledge that unforeseen circumstances may arise during the project that could cause reasonable delays. In such cases, the project timeline and milestones may be adjusted by mutual agreement between Worksity and the Client. Any adjustments to the timeline will be communicated promptly and documented in writing. Both parties will work together to minimise any impact on the project's overall success and completion.

Revisions and Alterations #

Limit on Alterations: The original contract price includes one revision per milestone. Any additional revisions beyond this limit will incur an additional cost. The cost for additional revisions will be determined based on the scope and complexity of the requested changes.

Process for Requesting Changes #

The Client shall provide clear and detailed feedback in writing on the specific changes they would like to request for each stage of the Project.
The Client's feedback should be submitted in writing via email, project group or through the designated project management platform.
Worksity will review the requested changes and assess their feasibility and impact on the project timeline and budget.
If the requested changes are within the scope of the original contract, Worksity will implement them and proceed to the next stage. However, if the changes are outside the scope, Worksity will provide an estimate of any additional costs and timeline adjustments, if applicable.
No change, amendment or variation to the scope, requirements or deliverables of the Project shall be implemented or carried out unless and until it has been expressly approved in writing by Worksity.

Client-Provided Information, Materials and Content #

The Client shall provide Worksity with all information, materials, documents, data, content, designs, logos, trade marks, images, text, instructions and other materials reasonably required for the proper performance of the Services and the relevant Project, whether provided directly by the Client or by any person acting on its behalf.

The Client warrants that it owns, or has obtained all necessary rights, licences, permissions and consents required to provide such information, materials, documents, data, content or other materials to Worksity and to permit Worksity to use, reproduce, modify, adapt or otherwise process them to the extent reasonably necessary for the performance of the Services and the relevant Project.

Where the Client provides, approves or requests the use or incorporation into the Project of any logo, design, image, content, trade mark, material or other element which is owned by, previously used by, or otherwise associated with a third party, the Client shall be responsible for obtaining and maintaining all rights, licences, permissions, consents and approvals necessary for such use or incorporation.

The Client shall ensure that the provision, instruction, approval or use of any information, materials, documents, data, content or other materials supplied or requested by the Client does not infringe any Intellectual Property Rights, confidentiality rights, privacy rights or other rights of any third party, and does not breach any applicable law or regulation.

Where the Client requests that any Deliverable, design, content, logo or other material be created, used or implemented in a manner requiring any licence, permit, regulatory approval or other third-party consent, the Client shall be responsible for obtaining and maintaining such licence, permit, approval or consent, unless otherwise expressly agreed in writing in the applicable Statement of Work.

Worksity shall be entitled to rely on the information, materials, documents, data, content, instructions and other materials provided or approved by the Client and shall not be responsible for any loss, delay, error or failure in the Services or the relevant Project to the extent caused by such information or materials being inaccurate, incomplete, misleading, unauthorised or provided late by the Client.

Where the Client fails to provide any information, materials, documents, data, content, instructions or approvals reasonably required for the performance of the Services within the timeframe agreed between the parties, Worksity shall not be responsible for any resulting delay in the performance, delivery or completion of the Services or the relevant Project. Any applicable delivery date, Milestone or completion date shall be extended by a reasonable period reflecting the delay caused by the Client.

The Client shall indemnify Worksity against any losses, liabilities, damages, costs and reasonable expenses arising from any third-party claim that Worksity's use of any information, materials, documents, data, content or other materials provided, approved or requested by the Client, where such use is in accordance with this Agreement or the applicable Statement of Work, infringes any third-party rights or breaches applicable law, except to the extent that such claim results from Worksity's use of such materials outside the scope of this Agreement or the applicable Statement of Work, or from Worksity's own breach of its obligations under this Agreement.

Review and Acceptance of Deliverables #

Upon delivery of any Deliverable or completion of the relevant Project or Milestone, the Client shall have seven (7) Business Days to review the Deliverable and notify Worksity in writing of any material defect, error or failure to comply with the agreed scope or requirements set out in the applicable Statement of Work.

Any such notice shall provide reasonable details of the alleged defect, error or non-compliance and shall be limited to matters falling within the agreed scope of the relevant Project or Statement of Work.

If the Client does not provide written notice within the applicable review period, the relevant Deliverable, Milestone or Project shall be deemed to have been accepted by the Client.

Following such acceptance, whether express or deemed, the Client shall not be entitled to reject the relevant Deliverable or raise any further objection in respect of matters which were reasonably apparent or could reasonably have been identified during the applicable review period, except in respect of latent defects or any rights which cannot lawfully be excluded or restricted under applicable law.

Confidentiality #

Both parties shall keep confidential all confidential information disclosed or made available to them in connection with this Agreement or any Project.

Confidential information shall be used solely for the purpose of performing the obligations under this Agreement and the relevant Project.
Neither party shall disclose confidential information to any third party except where such disclosure is reasonably necessary for the performance of the Agreement or Project, including disclosure to its employees, contractors or professional advisers, or where disclosure is required by law or by a competent authority.
The confidentiality obligations shall not apply to information which is publicly available or which was lawfully known to the receiving party prior to its disclosure.
The obligations of confidentiality shall continue after the completion or termination of this Agreement for so long as the relevant information remains confidential.

Intellectual Property #

Unless otherwise agreed in the applicable Statement of Work, all Intellectual Property Rights in the final Deliverables created specifically for the Client under a Project shall transfer to the Client upon receipt by Worksity of payment in full of all Fees properly due in respect of the relevant Project or Statement of Work.

Until such payment has been received in full, all Intellectual Property Rights in such Deliverables shall remain with Worksity.

For the avoidance of doubt, all Intellectual Property Rights in any materials, methodologies, processes, templates, tools, software, know-how, techniques, frameworks or other materials owned, developed or used by Worksity independently of the relevant Project ("Service Provider Materials") shall remain the property of Worksity and shall not transfer to the Client.

To the extent that any Service Provider Materials are incorporated into or required for the use of the final Deliverables, Worksity grants the Client a non-exclusive, worldwide, perpetual and royalty-free licence to use such Service Provider Materials solely to the extent necessary for the Client to use and enjoy the relevant Deliverables for its own business purposes.

Any Intellectual Property Rights belonging to third parties shall remain subject to the applicable third-party terms, licences and restrictions, and no ownership of such rights shall be transferred to the Client by this Agreement.

The Client shall retain ownership of all materials, content, data, trade marks and other Intellectual Property Rights supplied by or on behalf of the Client to Worksity for the purposes of the Project.

Portfolio and Promotional Use #

Subject to the confidentiality obligations set out in this Agreement, the Client grants Worksity a non-exclusive, royalty-free right to display and use the final deliverables produced under the relevant Project solely for the purposes of demonstrating Worksity's work, experience and capabilities, including on its website, portfolio, social media channels, presentations and other promotional or marketing materials, and when presenting examples of its work to prospective clients.

Worksity shall not disclose or display any confidential information, personal data, commercially sensitive information or other information which is not intended for public disclosure in connection with such use.

Worksity may identify the Client by name and display the Client's logo solely in connection with demonstrating the relevant Project, unless the Client has expressly notified Worksity in writing that its name or logo must not be used for such purposes.

Nothing in this clause transfers ownership of any Intellectual Property Rights in the Deliverables or any other materials, and any use of the Deliverables shall remain subject to the Intellectual Property and confidentiality provisions of this Agreement.

Termination #

1. Termination for Convenience #

Either party may terminate this Agreement for convenience by giving the other party at least thirty (30) days' prior written notice.

Where Worksity terminates an SOW for convenience without any breach by the Client, Worksity shall be entitled to retain or receive payment for all Services properly performed, Milestones completed or substantially completed, and any reasonable, non-cancellable costs or commitments properly incurred in connection with the relevant Project up to the effective date of termination.

Any amount paid by the Client in advance in respect of Services which have not been performed or Milestones which have not been completed as at the effective date of termination shall, subject to any amounts properly due to Worksity under this Agreement or the applicable SOW, be refunded to the Client or credited against any outstanding amounts.

2. Termination for Breach #

Either party may terminate this Agreement with immediate effect by written notice if the other party commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy such breach within fourteen (14) days after receiving written notice requiring it to do so.

Termination under this clause shall be without prejudice to any rights or remedies which have accrued to either party before the effective date of termination.

3. Non-Performance #

Where either party materially fails to perform its obligations under this Agreement or the applicable SOW, the non-defaulting party may exercise its rights under the breach provisions of this clause.

For the avoidance of doubt, termination shall not relieve the Client of any obligation to pay for Services properly performed, Milestones completed or substantially completed, expenses incurred, or other amounts which became due before the effective date of termination.

4. Force Majeure #

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from circumstances beyond its reasonable control ("Force Majeure Event").

The affected party shall notify the other party in writing as soon as reasonably practicable after becoming aware of the Force Majeure Event and shall use reasonable endeavours to mitigate its effects and resume performance as soon as reasonably practicable.

If a Force Majeure Event continues for a continuous period of thirty (30) days and materially prevents the performance of the Services, either party may terminate the affected SOW or, where the Force Majeure Event materially affects the Agreement as a whole, this Agreement, by giving written notice to the other party.

Termination due to a Force Majeure Event shall not affect any payment obligation accrued before the effective date of termination. The Client shall remain liable for all Services properly performed and expenses properly incurred by Worksity up to the effective date of termination.

5. Payment on Termination #

Upon termination of this Agreement or any SOW for any reason, the Client shall pay Worksity:

(a) All outstanding Fees for Services properly performed up to the effective date of termination;

(b) Any Fees relating to completed or substantially completed Milestones;

(d) Any reasonable, non-cancellable costs or commitments incurred by Worksity specifically for the relevant Project before the effective date of termination.

Termination of this Agreement shall not affect any payment obligation which accrued before the effective date of termination.

6. Effect of Termination #

Upon termination, Worksity shall cease providing the Services on the effective date of termination, except to the extent otherwise agreed in writing or reasonably necessary to complete an orderly handover.

Termination shall not affect any rights, remedies, obligations or liabilities which accrued before the effective date of termination.

7. Survival #

Any provision of this Agreement which is expressly or by its nature intended to survive termination shall remain in full force and effect following termination, including provisions relating to confidentiality, intellectual property, payment obligations, liability and dispute resolution.

Compliance with Applicable Law #

Any exclusion or limitation of liability under this Agreement shall apply only to the extent permitted by applicable law.

Where applicable, any limitation or exclusion of liability shall be subject to the requirements of the Unfair Contract Terms Act 1977, the Consumer Rights Act 2015, and any other applicable legislation governing the fairness, reasonableness or enforceability of contractual terms.

Nothing in this Agreement shall exclude or restrict liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or restricted under applicable law.

Limitation of Liability #

Subject always to the provisions of the “Compliance with Applicable Law” clause, the total aggregate liability of Worksity to the Client arising out of or in connection with this Agreement or any Statement of Work, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to the total Fees actually paid by the Client to Worksity under the relevant Statement of Work in the twelve (12) months preceding the event giving rise to the claim.

Where the relevant Statement of Work has been in force for less than twelve (12) months, the maximum aggregate liability shall be calculated by reference to the total Fees actually paid under that Statement of Work during the period from its commencement until the event giving rise to the claim.

Right of Assignment #

The Client shall not assign, transfer, novate, subcontract or otherwise dispose of any of its rights or obligations under this Agreement or any Statement of Work without the prior written consent of Worksity.

Worksity may assign or transfer this Agreement or any Statement of Work to an affiliate, successor or purchaser of all or a substantial part of its business, provided that such assignment or transfer does not materially adversely affect the Client's rights under this Agreement.

Third Party Rights #

Unless expressly stated otherwise in this Agreement, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

The parties may vary, amend or terminate this Agreement without the consent of any third party, notwithstanding any term which may otherwise confer a benefit upon such third party.

Dispute Resolution #

The parties shall seek to resolve any dispute, controversy or claim arising out of or in connection with this Agreement or any Statement of Work ("SOW") amicably and in good faith in accordance with the procedure set out below.

1. Good Faith Negotiation #

Before commencing mediation or appearing in court, either party may give the other party written notice of the dispute, setting out the nature of the dispute and the outcome sought.

The parties shall use reasonable endeavours to resolve the dispute through good faith negotiations. The parties shall allow seven (7) days from the date of the notice to seek a resolution, unless otherwise agreed in writing.

2. Mediation #

If the dispute is not resolved through negotiation within the applicable period, either Party may initiate the mediation process by giving written notice to the other Party. The mediation shall be completed within fourteen (14) days from the date on which it commences, unless the Parties agree in writing to extend this period.

The parties may, by mutual agreement, appoint an independent and impartial mediator with appropriate experience and expertise relevant to the nature of the dispute. Any mediator appointed shall have no actual or potential conflict of interest with either party.

If the Parties are unable to agree on the appointment of an independent mediator acceptable to both Parties, each Party shall appoint a representative to participate on its behalf in the dispute resolution process. The representatives shall communicate with each other, negotiate the matters in dispute, and use reasonable and good-faith efforts to reach a mutually acceptable resolution. Where considered necessary, the representatives may communicate directly with their respective parties to clarify the issues in dispute, explore possible solutions and facilitate further negotiations.

The mediator, if appointed, shall facilitate discussions between the parties and assist them in seeking a mutually acceptable resolution but shall have no authority to impose any decision or settlement upon either party.

Unless otherwise agreed in writing, the mediation shall be conducted in English and may take place remotely or in person.

If the dispute cannot be resolved through this process, either party may refer the dispute to court in accordance with this Agreement.

3. Recourse to the Courts #

Any dispute that remains unresolved following the negotiation and mediation process, or any matter arising out of or in connection with such negotiation or mediation that cannot be resolved through these processes, shall be referred to the courts of England and Wales. Any recourse to the courts shall be subject to the applicable law and the relevant rules of jurisdiction.

Governing Law and Jurisdiction #

This 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.

Subject to the dispute resolution provisions above, the courts of England and Wales shall have jurisdiction in respect of any matter arising out of or in connection with this Agreement.

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