This Agreement is entered into as of the date of purchase between the purchaser ("the Client") and Systems Haus ("Service Provider").

1. Independent Contractor.
Subject to the terms and conditions of this Agreement, the Client hereby engages the Service Provider as an independent contractor to perform the services set forth in this agreement, and the Service Provider hereby accepts such engagement. This Agreement shall not render the Service Provider an employee, partner, agent of, or joint venture with the Client for any purpose. The Service Provider is and will remain an independent contractor in the relationship to the Client. The Client shall not be responsible for withholding taxes with respect to the Service Provider’s compensation hereunder. The Service Provider shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

2. Subscription package
The Client agrees to a monthly service at the agreed level purchased by the Client.
The Service Provider’s duties in this regard include services within the agreed remits outlined within the subscription level purchased:

Bronze


Silver


Gold

Systems management
Dubsado management
ClickUp management
Project Management
Additional system implementation
Automation & zapier integrations
Process Improvement and SOP documentation
Workflow management
Business related document creation (incl welcome packs / services guides / training materials)

Additional Support
Office hours Slack support
2 x monthly check in calls

3. Out of Scope Services.
The Service Provider will be willing to provide services out of scope provided they have the skill set or training to allow them to carry out the work. The Client will provide sufficient notice for any services required outside the stated contracted duties. These services will incur an additional fee outside of the subscription package.

4. Communication & Availability
Office Hours - Monday - Friday - 10am - 6pm GMT
Communication channels - Slack or email hello@systemshaus.com
The Service Provider aims to respond to support requests within a period of 48 hours. Requests sent after 12pm on Fridays will be responded to by Tuesday am at the latest.


5. Timelines.
The Service Provider is an independent contractor and not an employee, and the Client understands that the Service Provider has multiple client responsibilities. Therefore all work will be scheduled in advance. The Service Provider assumes responsibility to ensure that assigned tasks are completed as quickly as possible without sacrificing quality or accuracy of work. The Service Provider works to complete tasks within a 48 hour timeframe unless otherwise agreed with the client. (see below for details)

6. Accuracy.
The Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing and accuracy. The Service Provider is not responsible for errors or omissions because of incorrect information from the Client or lack of information from the Client.

7. Materials & Content.
The Client will provide all business branding related content, outlines, photos, product images, etc., this does not become the property of the Service Provider. The Service Provider is not responsible for errors made due to illegible sources. The Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful, and complete information necessary for the Service Provider to perform or complete the contracted services.

The Service Provider agrees to create and repurpose content for the intention of marketing the services and products of the Client. The Service Provider will not provide content related to political, religious or controversial subject matter or relating to any type of public holidays. Any additional content provided by the Client should be owned or have explicit permission to use. The Service Provider will not use work covered by copyright or where correct permissions have not been issued. The contract will be terminated with immediate effect where copyright infringement is found on the part of the Client.

8. Confidentiality.
The Service Provider acknowledges that during the engagement the Service Provider will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, customer records, processes, methods, customer lists, accounts and procedures. The Service Provider agrees that any of the previously mentioned information will not be disclosed, directly or indirectly, or used in any manner, during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Client. All files, records, documents, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Client, whether prepared by the Service Provider or otherwise coming into Nicola Melinda Consulting possession, shall remain the exclusive property of the Client. The Service Provider shall not retain any copies of the foregoing without the Client’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Client, the Service Provider shall either immediately deliver to the Client or destroy all such files, records, documents, specifications, information, and other items in Nicola Melinda Consulting possession or under Nicola Melinda Consulting control.

9. Subscription agreement.
The Client is opting into an ongoing monthly subscription fee based on the amount advertised according to the subscription level chosen.

10. Billing & Payment.
The Client agrees to compensate the Service Provider in accordance with the terms of the Service Provider's invoices with balances due every 30 days. All payments are considered fully earned and non-refundable.
The Service Provider will pay the first months total at checkout.

By purchasing this subscription, the Client agrees to an automatic monthly payment subscription charged every 30 days using the payment method on file.

All fees will be charged in Great British Pounds (GPB £)

The Service Provider is not responsible for any changes within currency conversion amounts.

11. Fee change.
Where there is a price change of fees, the Service Provider will offer 30-days notice period to the Client.

12. Expenses.
During the term of this Agreement, the Service Provider shall bill and the Client shall reimburse the Service Provider for all reasonable and approved out-of-pocket expenses, which are incurred in connection with the performance of the duties hereunder.

13. Late Fees/Non-Payment.
There will be 3 payment attempts on the client card on file. The Service provider will provide an opportunity to update the payment details on file.

Payments not received after 3 attempts will result in subscription services being cancelled.
The Service Provider reserves the right to refuse completion or delivery of work if payment is late or denied by the client.


14. Merger.
This Agreement shall not be terminated by the merger or consolidation of the Client into or with any other entity.

15. Termination.
The Client and the Service Provider may terminate this subscription at anytime without prior written notice by cancelling the subscription or emailing hello@systemshaus.com to cancel the subscription. In the event of cancelling the subscription, the Service Provider will continue support up to the end of the 30 day billing period.

16. Successors and Assigns.
All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

17. Choice of Law.
The laws of the United Kingdom shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

18. Arbitration.
Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in the United Kingdom and the judgement upon award may be entered in any court having jurisdiction thereof.

19. Assignment.
The Client understands that the Service Provider has the right to sub-contract out tasks provided that the Client has been clearly informed of this intent prior to doing so. The Client has the right to request that certain tasks are not sub-contracted.

20. Modification or Amendment.
No amendment, change, or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

21. Unenforceability of Provisions.
If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

22. Indemnification.
The Client agrees to indemnify, defend and save the Service Provider harmless from and against any and all claims, damages, liabilities costs and expenses, including reasonable attorneys fees from and against claims of any nature arising directly or indirectly out of this Agreement or the use of the services and products described herein, including, without limitation, any and all claims for copyright infringement, defamation or other torts, or personal injury to the Client or any user of the services provided by the Service Provider or used in connection with such services provided by or through the Service Provider and arising by operation of law, whether the claim is based in whole or in part on negligent acts or omissions of the Service Provider, its agents or employees.

23. Professional Behaviour.
The Service Provider agrees to conduct themselves with the highest degree of professional standards and the Client agrees to do the same. The Service Provider and any associated contractors will note tolerate any rude, abusive or offensive speech.