Houston & Ko
Client Terms and Conditions

These Terms and Conditions (“Agreement” “Terms and Conditions”) outline the terms and conditions under which Houston & Kokare LLC (“Houston & Ko”) will provide virtual support services (the “Services”) to the Client through one or more independent freelancers (“Freelancer”). 

Houston & Ko and Client shall be collectively referred to as the “Parties” and each, a “Party” in this Agreement. By signing up for this agreement, Client affirmatively agrees to be legally bound by the Terms.

INTERPRETATION 

In this Agreement, the following words have the following meanings:

“Agreement” means these Terms and Conditions, any Statement (s) of Work and amendments made thereto from time to time.

“Client” or “You” the individual or organisation whose name and address is indicated in these Terms as the party to which the Freelancer will supply the Services. 

“Effective Date” the date of execution of this Agreement.

“Fees” In respect of any Services, the total fee payable by the Client in relation to Services as set out in the relevant Statement (s) of Work

“Intellectual Property Rights” means, without limitation, (i) copyrights and copyright applications, including any renewals, in any country; (ii) trademarks, service marks, trade names, and applications or registrations for any of the foregoing in any country; (iii) trade secrets or any data or information which provides value or a competitive advantage to its holder by not being publicly known.

“Services” means any services requested by the Client to be supplied by the Freelancer and as described in the Statement of Work. 

“Statement of Work” or “proposal document” means a written document setting forth the agreed terms relating to Services offered by the Freelancer to the Client. 

“Writing or written” includes e-mail or other written correspondence.

1. Any annexures to these Terms shall form an integral part of and be construed in accordance with these Terms. 
2. Reference to any Party hereto shall, where the context admits, be deemed to include, as appropriate, its permitted successors or assigns.
3. The headings in these Terms are included for convenience only and shall not affect the interpretation or construction of these Terms. 
4. Words denoting the singular shall include the plural and vice versa.

OPERATIVE 

1. Services. The Client may request performance of services by the Freelancer (s) by submitting a written request to Houston & Ko..
2. Scope. The scope of Services is set out in the Statement of Work (SOW) or proposal document submitted by Houston & Ko to the client which shall set forth the specific services to be performed (the “Services”) and any Deliverables to be provided by the Freelancer, the timeline and schedule for the performance of such Services and provision of the Deliverables and any other relevant terms and conditions and be signed by the parties. 
3. Control over Freelancer’s work. The Freelancer will report directly to personnel designated by Client (“Client Contact(s)”). The Client Contact(s) will be responsible for setting, reviewing, and monitoring the Freelancer’s desired outcomes, and the other salient aspects of each engagement/ project. The Client will coordinate with the Freelancer to timely generate the desired tangible results of the Work (the “Work Output”). The Client acknowledges and agrees that while Houston & Ko is committed to delivering the best suited Freelancer for the project with the highest flexibility, Houston & Ko’s Services do not include directing the Work or generating Work Output. Since Houston & Ko does not perform or manage the Work. Houston & Ko cannot guarantee the quantity or quality of the Work, the Work Output, or that the Freelancer will meet any desired goals or deadlines. The Client is solely responsible for determining whether the Freelancer meets the Client’s needs and will be solely responsible for evaluating the on-going progress, performance, and capability of engaged Freelancer. Client also acknowledges that there are no representations, statements or promises made or given by or on behalf of the Freelancer outside of these Terms and the relevant SOW (s).
4. Replacements. The Client may, at any time, request the replacement of the Freelancer. Upon such request, Houston & Ko will use commercially reasonable efforts to promptly furnish a replacement satisfactory to the Client. 
5. Location. The Services by the Freelancer shall be provided completely remotely from his/her residence or registered office of the Freelancer. 
6. Service Period. The period during which the Services shall be provided (the “Service Period”) shall commence during the time specified in the SOW, unless the SOW has been terminated in advance according to the terms in Section 10. 
7. Inactivity; Insufficient instructions. The Client agrees and understands that the Freelancer may either terminate or suspend provision of Services in the event the Client becomes unresponsive or otherwise fails to furnish the Freelancer with sufficient instructions for a period exceeding 30 days.

INVOICING AND PAYMENT 

1. Basis of payment. The Client shall only be required to pay Houston & Ko for the Services rendered by the Freelancer according to the terms as set out in SOW.
2. Expenses. Any expenses incurred in relation to this Contract will be charged at cost to the Client. Any travel will be pre-approved by the Client and all expenses claimed will be receipted.
3. Invoice and payment. Houston & Ko shall invoice the Client on a monthly basis according to the schedule set out in SOW. All payments are due to Houston & Ko within ten (10) calendar days from the date of invoice. All payments in respect of invoices will be made via credit card or bank wire. 
4. Fees. All rates indicated in the SOW are net plus applicable VAT.
5. Non-payment. If the Client fails to settle any invoice after the invoice becomes due, then without prejudice to any other right or remedy of Houston & Ko and the Freelancer, Houston & Ko may immediately instruct the Freelancer to forthwith suspend any further delivery of services to the Client. It is agreed and understood that Houston & Ko and the Freelancer shall not be liable for any loss resulting from suspension of services under this clause. It is further agreed that the Freelancer shall have the right to institute any necessary proceedings for recovery against the Client, should the Client fail to settle any overdue amounts. 
6. Objections. Any objections by the Client with respect to the calculation of service costs shall be directly addressed to Houston & Ko within a period of ten (10) days from invoice.  The invoice shall be deemed to be accepted if the Client does not object to it within the above-mentioned term.  
   

NON-SOLICITATION

1. Non-solicitation of Freelancer. The Client agrees that for a period of 12 months immediately following the last date of Services performed under these Terms, the Client shall not without the prior written consent of Houston & Ko directly or indirectly solicit any Houston & Ko’s Freelancer to work for the Client directly or indirectly in any engagement or business arrangement.
2. Reimbursement for breach of non-solicitation. The Client agrees in the event of breach by it of clause, the Client shall pay to Houston & Ko a sum equal to 100% of the charges payable to Houston & Ko in respect of all Work fulfilled by the Freelancer in question in the 12 months preceding the date of the most recent Services performed. The Client and Houston & Ko confirm that these sums represent a genuine pre-estimate of Houston & Ko’s loss for breach of Non-solicitation clause.
3. REPRESENTATIONS AND WARRANTIES 
4. Mutual Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, and (c) this Agreement is binding upon it. 
5. Houston & Ko’s Representations and Warranties. Houston & Ko represents and warrants to the Client that: (a) It will exercise the highest possible degree of skill and care in performing its duties under this Agreement; and (b) the Freelancer has successfully completed Houston & Ko’s screening process.

INDEMNITY AND DISCLAIMER

1. No representations. Except as expressly provided in this agreement, Houston & Ko makes no representation or warranty of any kind, express or implied, with respect to the Houston & Ko (which is provided on an “as-is” and “as-available basis”); the Freelancer, any work, work output or other results arising from or relating to this agreement or any direct agreement between the Freelancer and the Client. Houston & Ko hereby disclaims all other representations and warranties, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, and any representations or warranties arising from course of dealing or course of performance.
2. Mutual Indemnification. Each party hereby agrees to indemnify, defend, and hold the other party harmless from any and all claims, demands, costs, liabilities, losses, expenses and damages arising out of or in connection with arising out of or in relation to (a) any breach by either party of any provision of this Agreement; (b) any act or omission (including negligent acts or omissions) of the Freelancers in the performance or purported performance of Services; (c) any breach by the party of any applicable laws and regulations; (d) any deficiency, error or delay in the delivery or performance of Services by the Freelancer; and (f) claims by third parties in relation to performance of Services.
3. Transmission of information. The liability of Houston & Ko for losses due to transmission errors between the Client, i.e., the Client’s own Employees and Freelancers of Houston & Ko, shall be excluded.
4. Communication. If the Client is not satisfied with the Work or any other aspect of the Services, contact should in the first instance be made to va@houstonandko.com. If the Client can demonstrate that a particular requirement of a SOW accepted by Houston & Ko has not been met, but that hourly charges have been made (or the Client’s allocation of time purchased by the monthly subscription charge has been decremented) in respect of the requirement, Houston & Ko shall either (at its option) arrange for the Work to be completed satisfactorily or arrange for a credit of the time charged in respect of such unmet requirement. Refunds are at the sole discretion of Houston & Ko.

INTELLECTUAL PROPERTY

1. Client Data. The Client, or its licensors, retain all ownership, right, title and interest in and to Client Data. The Client grants to Houston & Ko a fully paid-up, royalty-free, non-exclusive license during the Term to use such Client Data solely as necessary under this Agreement. No rights are granted by the Client to Houston & Ko other than as expressly stated in this Agreement.
2. Assignment of intellectual property. Houston & Ko hereby assigns to the Client all rights, title and interest owned by and vested in Houston & Ko, in and to all Work provided to the Client by Freelancers in performance of the Services hereunder. Such assignment does not include any technology, methodologies, know-how, software tools, patents and other intellectual property existing and/or owned by Houston & Ko and/or Freelancer prior entering this agreement or otherwise arising outside of Work under this Agreement. The assignments and license rights provided to the Client by Houston & Ko in this Section are expressly conditioned on the Client paying all fees due.

CONFIDENTIALITY

1. Discloser and Recipient. All confidential information disclosed by one party (“Discloser”) to the other party (“Recipient”) hereunder will be the Proprietary Information of the Discloser. Accordingly, each party will hold in confidence and not disclose or, except in performing their respective obligations hereunder, use any Proprietary Information of the disclosing party.
2. Exceptions. The obligation in article 8.1 shall not apply to any information which:
   • is, or becomes, generally available to the public (other than as a result of disclosure by the parties in breach of these Terms); or
   • was available to the parties on a non-confidential basis before disclosure by the Client; or
   • was lawfully in the possession of the parties before the information was disclosed to it by the Client; or
   • was independently developed without use of any Proprietary Information of the Discloser by employees or consultants of the Recipient; 
   • Was required to be disclosed by law, by any governmental or other regulatory authority (including any securities exchange) or by a court or other authority of competent jurisdiction. or
   • the parties agree in writing is not confidential or may be disclosed.
3. Destruction. At the reasonable request of the Client, Houston & Ko shall destroy or return the confidential information to the Client and any materials (whether in written or other recorded form) containing, or making use of the confidential information.

REFERRALS 

1. Referrals by Client. Subject to the terms of this Agreement, the Client may refer and introduce prospective clients to Houston & Ko. Upon referral and introduction of a prospective client by the Client, Houston & Ko, shall, in its sole discretion, enter into, or decline to enter into an Agreement with any such prospective client. 
2. Compensation. In the event of a successful referral by the Client, Houston & Ko shall, in return, waive the equivalent of two (2) hours in fees payable by the Client for Services offered under any SOW. 
3. It is agreed and understood that a successful referral shall mean any referral that results in execution of an Agreement between Houston & Ko and the prospective client and leads to performance of Services for a period of at least two (2) months. 
4. The provisions of this Section 9 shall not apply in the event the prospective client referred by the Client has engaged in discussions, negotiations or otherwise had dealings with Houston & Ko prior to the referral by the Client or has existing contractual relations with Houston & Ko (“Excluded clients”). 

TERM/TERMINATION 

1. Term. This Agreement will commence on the date as indicated in the SOW (“Effective Date”) and continue in effect until terminated under this Section or continue as set out in SOW. 
2. Termination for cause.  If either party materially breaches this Agreement, the other party may immediately terminate this Agreement in its entirety or the affected SOW by giving the breaching party written notice. Additionally, Houston & Ko is entitled to extraordinary termination for important reason in any of the following cases:
   • the Client is in default with respect to the payment of service costs from two monthly invoices;
   • the Client violates by negligent behaviour any of the provisions of this contract and fails to remedy such violation within a reasonable period of time after receipt of a written warning from Houston & Ko.  In case of major violations no such warning is required;
   • there are major and plausible indications that the Client’s business conduct is immoral or violates any statutory provision;
   • insolvency proceedings against the assets of the Client have been opened.
3. Termination at will. Each party also may terminate this Agreement in its entirety or a particular SOW hereunder at any time, with or without cause, upon one month written notice to the end of the billing period to the other party. 
4. Effect of termination. The termination of this Agreement or SOW for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement. The Client agrees to pay Houston & Ko all amounts then due or accrued as of the effective date of such termination.
5. Termination notice. Any termination by the Client shall be made via certified e-mail to be sent to va@houstonandko.com. In any case the Client immediately receives from Houston & Ko a confirmation of the termination.

GENERAL PROVISIONS 

1. Relationship between the Parties and Freelancer. The Client and Houston & Ko agree that the relationship created by this contract between the Client and Houston & Ko as well as between the Client and the Freelancer is that of independent contractor and not that of employer-employee. Nothing in this contract shall be interpreted as creating or establishing an employment relationship, partnership, agency, or joint venture between the parties.
2. Force Majeure.  In the event a Party is prevented, hindered or delayed from or in performing any of its obligations in connection with this Agreement due to an event of force majeure, including, but not being limited to, governmental action, lockouts, strikes, epidemics, war, rebellion or other military action, fire, flood, pandemics, earthquakes, storms, natural catastrophes, or any other unforeseeable natural obstacles and acts of God, then that Party shall be required to, as soon as possible (a) give notice to the other Party of the nature of the Force Majeure Event, the date and time at which the Force Majeure Event started, the expected duration of the Force Majeure Event and the likely effects of the Force Majeure Event on its ability to perform its obligations; and (b) make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations, in which case (but only then) that Party’s obligations in connection with this Agreement shall be suspended for as long as the Force Majeure Event continues and only to the extent that it is so prevented, hindered or delayed in the application of this Agreement. In such a case, the parties may, in their sole discretion, amend this Agreement, as appropriate, by mutual written agreement.
3. No authorisation. The parties also agree that the parties hereto are not authorized to and will not bind or attempt to bind any of the parties to any contract. 
4. No supervisory authority. The Client shall not have supervisory authority over the time, manner, and methods of Services provided by the Freelancer. The Freelancer shall supply all materials, tools, and equipment necessary to perform the Services, and the Freelancer shall be solely responsible for the insurance and maintenance of same. The Freelancer is free to perform Services for others or be employed by other entities.
5. Taxes. Houston & Ko only will be responsible for collecting the fees payable to the Freelancer in connection with this Agreement, and the Client will be responsible for all other taxes and assessments including without limitation, sales, value added, use and similar taxes, if any.
6. Governing Law and Dispute Resolution. This Agreement and all SOWs shall be governed by the laws of Switzerland. Dispute Resolution. The place of jurisdiction shall be exclusively Zurich, Switzerland.
7. Assignment. Neither party will have the right to assign this Agreement to another party without the other party’s written consent. 
8. Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 
9. Headings. The section and subsection headings are for convenience of reference only and shall not be considered in the interpretation of this Agreement. 
10. Signatures. This Agreement may be signed by manual, digital or facsimile signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.
11. Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, it shall be ineffective to the extent of such invalidity, illegality or unenforceability and the remaining provisions of this Agreement shall remain in effect. If one Party gives notice to the other party of the possibility that any provision or part provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 
12. Entire Agreement. This Agreement together with each SOW constitute the entire understanding and agreement between the parties. It supersedes all prior negotiations, understandings or agreements between the Parties concerning the subject matter contained herein. This Agreement may not be modified except in a writing signed by the parties and expressly referencing this Agreement.
13. Amendments. Houston & Ko is entitled to retroactively amend or supplement these Client Terms & Conditions.  In such cases Houston & Ko informs the Client of any such amendments in writing or in text form. 

Last updated on: 29th day of March 2021