to conclude the Information and Reference Service Agreement
London, Great Britain, version from the 5th of April, 2018
“WebVork” Limited Liability Partnership hereinafter referred to as "WebVork" and/or “the Customer", proposes the present Offer for concluding the Information and Reference Service Agreement. Having accepted the present Offer, you hereinafter referred to as “the Contractor”, shall conclude an Agreement on the conditions, procedures, and volumes defined in the present Offer. Further, the Customer and Contractor, jointly referred to as “the Parties”, have concluded the present Agreement (hereinafter – “the Agreement”) as follows:
TERMS AND DEFINITIONS
“Customer” – a party in Agreement, incorporated and registered in the United Kingdom, with registration number OC421818, and whose registered office is at 8-12 New Bridge St, London, UK, EC4V 6AL.
“Contractor” – a natural person who has reached the age of 18, has legal capacity, who is not a tax resident in the United Kingdom of Great Britain and Northern Ireland.
“Client” – the individuals, that receives or consumes services and has the ability to choose between different services.
"System" - WebVork's computer system that records the Contractor's actions and route the voice traffic packages, that represents a set of computers (servers), computer software and databases.
"Territory" - the territory of the states of the United Kingdom of Great Britain and Northern Ireland.
"Device" - the Contractor's device, from which the Contractor gains or may gain access to the System. The Device and its software shall comply with the Contractor’s requirements.
"User Account" - the electronic register entry contained in the System and relating to (and only to) the Contractor, which includes data on the Contractor and its actions in the System, in particular, identification data for access to the System.
“Personal Data” - any information relating to an identified or identifiable the Client (‘data subject’). The identifiable Client is one who can be identified, directly or indirectly, in particular by reference to a set of identifiers such as a full name, phone number and email address.
“Site” – web-site webvork.com.
1. SUBJECT OF THE AGREEMENT
1.1. The Customer shall assign, and the Contractor shall perform the Work
the "Work") for information and reference services by phone of existing and
Clients, namely: detailed consultation of Clients; the collection of data on oral
appeals; registration of applications for calls from customers; ensuring the safety
the data entrusted to the Contractor, and the Customer undertakes to accept and pay
the results of the Work.
1.2. The Customer has the right to issue an instruction to the Contractor in the form of the Assignment sent to the Contractor in electronic form. The task contains a list of required Works, the deadline for their execution and other information at the discretion of the Customer. Without a separate task, the Contractor perform the Work specified in the System.
1.3. The Contractor undertakes to perform the Work observing the obligatory requirements to the performance of the Work, established by the Customer.
1.4. For the purpose of the Work performance, the Customer shall transmit the data required for connection to IP telephony to the Contractor via the System, provided that the Contractor shall pay the costs relating to its equipment, Devices, telecommunications services etc. on its own.
1.5. The quality of the Deliverables shall be verified, in particular, according to the Rules on the Contractor's Deliverables Assessment (hereinafter the "Rules") as set forth in Annex No. 1 to the Offer.
1.6.The Work shall be performed outside the Territory and in the period when the Contractor is other than a tax resident of the state located in the Territory. If in the course of Work the Customer discovers that the Work is performed from the Territory or by a tax resident of the state located in the Territory the Customer shall be free to terminate the Contractor's access to the System and require indemnification against losses.
2. AGREEMENT CONCLUSION AND PERFORMANCE PROCEDURE
2.1.The Contractor accepts the Offer by providing the following data (for registration in the System):
- - languages the Contractor is fluent at and can speak;
- - details of payment
- - acceptance of the Offer and the Contractor's statements concerning the Agreement;
- - first login in the System upon the Customer's approval of the Contractor's registration.
The offer is effective from the date first before written. The offer version can be
amended by the Customer at its sole discretion and published on the Site. The offer
comes into force after taking Contractor all of the above steps.
2.2.The Customer is under no obligation to register the Contractor in the System. The Customer shall resolve on the Contractor's registration in the System at its own discretion. The Customer is under no obligation to explain the registration denial reasons to the Contractor.
2.3.The System is programmed so that the Contractor cannot use the System and perform Work until the Contractor has read, understood and accepted the Offer.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1.The Contractor shall:
3.1.1. perform the Work by its own effort, without engaging third parties;
3.1.2. ensure safety, correct usage of materials and information required for the Work performance after their receiving
3.1.3.notify the Customer promptly and, until further instructions have been received from the Customer, suspend the Work, if the following is discovered: the materials/ information transferred by the Customer is/are unsuitable or defective; the consequences potentially disadvantageous for the Customer of performing its instruction on the Work performance method; any other circumstances beyond the Contractor's control, which may affect the Work quality or lead time or prevent from its timely completion. The Contractor who did not warn the Customer of such circumstances or who continued the Work without waiting for the Customer's response shall not be entitled to refer to these circumstances when the respective claims are asserted against the Contractor or by the Contractor against the Customer.
3.2.The Customer shall:
3.2.1. provide the Contractor with educational and/or informational materials required for the Work;
3.2.2. provide the Contractor with all necessary information on the required Deliverable;
3.2.3. accept the Deliverable within the period of time envisaged herein;
3.2.4. notify the Contractor of detected drawbacks in the Work, which the routine acceptance method failed to reveal, within One (1) months from their detection.
4. USE OF THE USER ACCOUNT
4.1. The Contractor shall take efforts to prevent third parties' access to the User
Account and the Device, from which the Contractor takes steps in the System. The
Contractor does not have the right to transmit the data required for authorization
the System to any third parties or provide access to the System to third parties
the Contractor underwent the authorization.
4.2. The User shall, when dealing with the System using the User Account, take implicative steps, with which the Parties connect the occurrence, modification and termination of their rights and obligations. The content of some of the above steps and their consequences not stipulated in the Agreement are described in the System.
4.3. If the password is lost, the Contractor's access to the System shall be restored at the Contractor's application. The Customer has a right to pose any additional questions in order to restore the password. The Customer is under no obligation to restore the password if the Customer believes there is no absolute identity between the Contractor and the person making the password restoration request. In this case, the Customer may require that the Contractor takes some further steps for identification (personal presence, notarial certification etc.), and the Contractor shall take these steps to have the password restored.
5. FEE AMOUNT AND PAYMENT PROCEDURE
5.1. The accounting month shall be fixed as equal to the current calendar month in
the Work is performed (hereinafter the "accounting period").
5.2. The Contractor's fee shall be calculated for each accounting period in the System. The base fee can be reduced or increased by the Customer according to the assessment criteria stipulated in the Rules. The fee for performed Work shall be paid for the accounting period on or not later than the 10th day of the current month following the accounting period, unless the Customer has objections to provided Services. The Customer has a right to pay the fee before the accounting period expiry.
5.3. The Customer shall submit the report of provided services and accrued fee by posting the information in the System or by other method agreed upon by the Parties.
5.4. The fee shall be paid to the Contractor by wire transfer or by electronic payment system at the Contractor's details specified by the Contractor in the System or otherwise, upon agreement between the Parties.
5.5. The Contractor shall pay its own tax itself according to its tax residence. The Customer shall pay the fee without any deductions or withholding.
6.1. Any information (oral or written) received by the Contractor from the Customer,
representatives and/or legal entities (employees of such legal entities) controlled
the Customer and/or other legal entities and individuals, which is directly or
indirectly related to WebVork, shall be WebVork's confidential information that
constitutes WebVorks business secret, whether or not there is a special indication
the confidential nature of such information (hereinafter "Information"/
6.2. Any transfer of this information to third parties is possible only with the prior written consent of WebVork, except for the cases required for the purposes of fulfilling the obligations stipulated by civil law contracts with WebVork, as well as corresponding to the requirements of the English laws.
6.3. The Contractor undertakes to immediately notify WebVork of any fact of disclosure or threat of disclosure, illegal receipt or illegal use of information that is confidential and constituting a commercial secret by a third party which was committed by or became known to the Contractor.
6.4. All information and documents elaborated by the Contractor after the conclusion date hereof, according to the contractual obligations to WebVork, is WebVork's exclusive property.
6.5. WebVork has a right to unilaterally lift the confidentiality status of any information, with the respective notice to the Contractor.
6.6. The Contractor shall keep this Agreement confidential by reasonable and adequate efforts, according to the professional standards, and in particular, refrain from disclosing to third parties the confidential nature of the information transferred to the Contractor, unless such compliance with confidentiality provisions contradicts English laws.
6.7. The requirements of this article do not apply to information: that is generally known; disclosing of WebVork to third parties without restriction; disclosing in accordance with the requirements of the applicable law.
6.8. The Contractor shall disclose confidential information to governmental authorities that are competent to request such information, according to applicable law, based on a duly issued request for provision of such information; provided that the Contractor shall not be liable for such disclosure but is liable for its content.
6.9. The Contractor shall:
- • keep confidential the information by reasonable and adequate efforts;
- • not disclose the confidential information, including but not limited to information:
- • information on the organizational framework, the information disclosing WebVork's management system, in particular, information on changes;
- • information on the applied original methods to manage WebVork;
- • information on preparation, adoption and performance of individual resolutions of WebVork's management on commercial, organizational and other issues;
- • information on actual hosting, goals, subject and results of meetings and conferences of WebVork's management bodies;
- • information disclosing the safeguarding system, access mode, and safeguarding equipment system;
- • information on WebVork's projects being elaborated, development plans and activities
- • information on WebVork's internal regulations
- • refrain from disclosing and copying the confidential information that constitutes business secret, which is owned by WebVork and its counterparties
- • advise WebVork of all third parties' that may be prejudicial to the WebVork's interests;
- • notify WebVork of loss or shortage information that constitutes business secret and other facts that may lead to disclosure of WebVork's business secret as well as the reasons of information leakage.
6.10.The confidentiality mode shall apply within the term hereof and for Five (5) years thereafter.
7. DATA PROTECTION
7.1. Any Personal Data shall be processed pursuant to Regulation (EU) 2016/679 on the
protection of natural persons with regard to the processing of personal data and
relating to the free movement of personal data. It shall be processed solely for the
purposes of the performance, management and follow‑up of the Agreement.
7.2. Contractor ensures that he has committed himself to confidentiality to Personal Data or is under an appropriate statutory obligation of confidentiality.
7.3. Contractor processes the Personal Data only on instructions from the Customer received under section 8 of this Agreement.
7.4. During processing personal data the Contractor shall:
7.4.1.use Devices and software approved by the Customer for connection to the System; 7.4.2. not copy information, not make photos and/or screenshots obtained in the process of the Work performance under the Agreement.
7.4.3. update the Device and its software if requested by the Customer immediately
7.4.4. notify the Customer about the process of processing personal data
7.4.5. fulfill any requirements of the Customer at the time specified in its requests. When the time is not specified, the requirements of the Customer are fulfilled during 2 days.
7.4.6. take efforts to prevent third parties' access to the User Account and the Device, from which the Contractor takes steps in the System.
7.4.7. not transmit the data required for authorization in the System to any third parties or provide access to the System to third parties after the Contractor is authorized.
7.5. The Customer shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:
7.5.1.the pseudonymisation and encryption of Personal Data;
7.5.2.the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
7.5.3.the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
7.5.4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
8. E-INFORMATION AND E-MESSAGE EXCHANGE
8.1. The Parties exchange electronic information via the System and / or e-mail
addresses or the details of the Internet messenger specified on the Customer's side
the System, and on the part of the Contractor in its questionnaire related to the
Account. An e-message transmitted via System and / or such addresses (requisites) is
deemed to originate from the Party. An e-message transmitted via System and / or
addresses (requisites) is deemed to be delivered, even if the Party has not read
8.2. An e-message shall be deemed delivered:
8.2.1. for a message sent by e-mail, on the date when it was sent, provided that within 24 hours from the date of sending the sender did not receive a message that the mail was not delivered;
8.2.2. for a message sent via sms, at the hour of its sending, provided that within 24 hours from the date of sending the sender did not receive a message that the sms was not delivered;
8.2.3. for a message sent via the Internet messenger, at the time when the Internet messenger operator confirmed its sending;
8.2.4. for a message sent via the System, at the time the System confirmed its delivery.
9.1. The Contractor shall indemnify and hold harmless the Customer from and against
damages, losses, costs, claims, actions, demand, expenses, compensation and
resulting from violation of the Agreement and/or its warranties (guarantees). The
Parties are agreed that indemnity can be withhold by the Customer from the
9.2. The Contractor shall defend and indemnify the Customer and its affiliates, directors, officers, employees and agents from and against any and all third party claims relating to, arising out of or resulting from gross negligence or willful misconduct of the Contractor in the performance of his obligations hereunder, or breach of this Agreement and/or its warranties (guarantees), other than to the extent such third party claims are attributable to the gross negligence, negligence, willful misconduct or breach of this Agreement by any person so indemnified.
9.3. The Parties especially agreed and confirm that the Contractor’s indemnity shall cover any damages, losses, costs, claims, actions, demand, expenses, compensation and liabilities resulting from its breach of data protection terms and obligations provided for by the present Agreement.
9.4. The Customer shall be liable for any loss or damage caused by himself in performance of the Agreement.
10. CONFLICT OF INTERESTS
10.1. The Contractor shall take all necessary measures to prevent any situation that
compromise the impartial and objective performance of the Agreement. Such conflict
interests could arise in particular as a result of economic interest, political or
affinity, family or emotional ties, or any other relevant connection or shared
conflict of interests which could arise during performance of the Agreement must be
to the Customer in writing without delay. In the event of such conflict, the
shall immediately take all necessary steps to resolve it.
10.2. The Customer reserves the right to verify that such measures are adequate and may require additional measures to be taken, if necessary, within a time limit which it shall set.
10.3. The Contractor shall abstain from any contact likely to compromise his independence.
11.APPLICABLE LAW AND SETTLEMENT OF DISPUTE
11.1. This Agreement shall be governed by and interpreted in accordance with English
11.2. The parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute that arises during the continuance of the Agreement. The period of negotiation is 14 (fouгteen) calendar days.
11.3. The Parties will also resolve disputes by sending the guilty party a written claim. The response period to a written claim shall be 14 (fourteen) calendar days from the claim receipt by the guilty party.
11.4.The disputes that can not be resolved by the parties in an amicable way, may be refered to the ordinary courts for decision.
12. TERMINATION OF THE AGREEMENT
12.1. The Customer may at any moment terminate the Agreement if the Contractor is not
performing his tasks or is performing them poorly or has committed substantial
irregularities or fraud, or is in serious breach of his obligations under the
The Customer must formally notify the Contractor of its intention, include the
and invite him to submit any observations within 30 days of receiving notification.
Customer does not accept these observations, it will formally notify confirmation of
termination. The termination will take effect on the date the notification is sent
12.2. The Сontractor may at any moment terminate the Agreement if he is not able to fulfil their obligations in carrying out the work required. The Contractor must formally notify the Customer and include the reasons why by giving 15 days’ notice. The termination will take effect on the date the Customer will formally notify confirmation of the termination.
13.1. The Contractor warrants to the Customer that all Services and this Agreement
of satisfactory quality and fit for purposes of the Agreement and will be free from
13.2. If the Services are not perfomed in whole or in a part in accordance with this Agreement then the Customer shall be entitled where appropriate to:
13.2.1. require the Contractor promptly to re-perform the relevant part of the Services without additional charge.
13.2.2. assess the cost of remedying the failure the "Assessed Cost” and to deduct from any sums due to the Contractor the Assessed Cost for the period that such failure continues
13.2.3. engage another person or organization to carry out the services, in whole or in part and all additional expenditure properly incurred by the Customer in having such services carried out shall be recoverable by the Customer from the Contractor
14. TERM OF THE AGREEMENT
14.1.The Agreement shall be valid from acceptance of the Offer and shall be effective for Thirty (30)
14.2. Upon expiry of its initial term, the Agreement shall be automatically extended for another calendar month, unless either Party notifies the other Party in writing of its intention to terminate the Agreement.
15.1. The Parties shall communicate the change in their location, bank details,
numbers, telefax numbers to each other within two days from such changes.
15.2. The relations of the Parties under this Agreement are not the relations of the Employee and the Employer. This Agreement does not create any right enforceable by any person who is not a Party hereto except that a person who is the permitted successor to or assignee of the rights of a Party hereto is deemed to be a Party to this Agreement and the rights of such successor or assignee shall, subject to and upon any succession or assignment permitted by this Agreement, be regulated by the terms of this Agreement.
15.3. Any amendment to the Agreement shall be the subject of a written agreement concluded by the Parties of the agreement. An oral agreement shall not be binding on the Parties of the agreement.
15.4. Upon conclusion hereof, this Agreement shall supersede and invalidate all prior correspondence, documents and negotiations between the Parties on issues being the subject matter hereof.
ANNEX № 1
RULES ON CONTRACTOR'S DELIVERABLES ASSESSMENT
Civility of welcome
Civility of the speech
Civility of dialogue completion
and reliability provision of product/ service information
Reporting of reliable information on WebVork's products and services
Detailed answers and explanations that are well understood by the customers
The defined action procedure is complied with, according to procedures and instructions
Correct procedure for proposing the application issue/ card receipt methods
the information recording
Accuracy of the information recording in the system, according to the procedural requirements;
Accuracy of the data entry into the application form fields: without grammar mistakes and missed letters
Reconciliation of names that are difficult to pronounce
|4||Open/specification questions are made to identify
The technique is intended to identify the client's needs, to understand the reason
for doubts/ fears, to involve the client into the dialogue and to
collect as much information as possible, which will later be
|5||Product presentation depending on the identified
needs and benefits for the
|6||Objections handling The reason of the client's
objection is identified, to
reveal the need and to propose the solutions that are advantageous
and relevant to the client
|7||Authenticity of completion the transaction.
Summarizing the sales, logical
|8||Client's answers and opinion are rewarded/ compliments are given||Yes/ No|
|9||Active listening technique is used||Yes/ No|
|10||Life examples well understood by the client are given||Yes/ No|
|11||Getting the feedback (consent with the voiced benefit)||Yes/ No|
|12||Adaptation to the customer, winning the client over||Yes/ No|
|13||Client's gratitude||Yes/ No|
|14||The client emphasized professional skills||Yes/ No|
|15||Sound environment. No outside noise in the line:
child's weaning, mobile
phone sound (call/ sms sound), animal sounds, external sounds
untypical for the working environment
|Excelent||No objections or recommendations to the Contractor's further work|
|Good||Some non-critical violations of procedures/ instructions,
the dialogue skills or free sale skills that did not affect the
Client and the advice quality in general
|Satisfactory||There are errors and violations that influence on the advice quality But the consequences for the Client have been virtually eliminated|
|Poor||The score refers to the Contractor's gross violations of the
procedures for and instructions on dialogue with the client and on handling
interface, by gross mistakes in providing information to the client and by any errors arised in the dialogue that may entail the client's claims or have critical impact on other business units'
processes The score is also given if there is absolutely no promotion or if objection handling is poor (the Contractor made use of one argument only, and the promotion was over; the Contractor voiced the unsuitable advantages to meet the client's objection)
ANNEX № 2
The Contractor's guarantees
I hereby represent and guarantee that:
1. I have read the offer published at webvork.com, agree with it and understand it.
2. I am not a tax resident of the United Kingdom of Great Britain and Northern Ireland
3. I wish WebVork would process my personal data to enable me to provide information and reference services to WebVork.
4. I understand that the services are provided via Internet and I confirm availability of the equipment that allows taking steps in the System via Internet and I consider constant access to the Internet for myself affordable. I understand WebVork's written documents may be provided to me electronically, via the Systemб my e-mail address or Internet messengers, and I consider this form of obtaining documents available to me.
5. I guarantee I have obtained all necessary permits and consents required to conclude the Agreement and the Agreement conclusion will not breach any obligations