Introduction

These G-P Contractor Terms of Service (“Terms”) govern Customer’s use of G-P Contractor on the GP Platform (“Platform”). In these Terms, G-P and Customer may be referred to collectively as the Parties, and each individually as a Party. By clicking “I accept”, or by otherwise accessing or using G-P Contractor, you accept these Terms on behalf of the legal entity identified by name and registered address in the Company Information provided on the Platform (“Customer”), and you affirm that you have authority to bind Customer to these Terms.

G-P Contractor scope

G-P Contractor allows Customer to engage an individual as an independent contractor (“Contractor”) in an available jurisdiction and G-P will remit payments to Contractor as outlined herein.

Contractor Contract: Customer will have access to a Consultancy Agreement template in the Platform (“Contract Template”). Customer may customize the Contract Template within pre-defined limits to use with a Contractor. Alternatively, Customer and Contractor may agree to their own form of contract (the “Customer Agreement”). Customer agrees to upload an executed copy of the Contract Template or the Customer Agreement into the Platform for each Contractor.

Screening: G-P reserves the right in its sole discretion to reject setting up Customer to use G-P Contractor, or, if the Contractor fails G-P sanctions screening, to reject setting up a Contractor for payments, or making a payment to a Contractor.

Contractor payment method and process

Payment Account: Customer must have an account with one of G-P’s payment partners operating in the country where the Contractor provides services to be able to make payments to a Contractor. Customer can use an existing payments account or can set one up from within the Platform. Customer must have sufficient funds in their payment account to initiate any payment. A payment account with insufficient funds will result in an error message and instructions to deposit additional funds. No payment will be made to Contractor until sufficient funds are available.

For each Contractor Invoice Customer elects to pay, Customer will receive a summary of the total amount due, including but not limited to Contractor charges, VAT, FX rate applied, and any associated fees (the “Payment Quote”). Customer’s acceptance of the Payment Quote constitutes an agreement to pay all amounts stated therein, including amounts to the Contractor.

Upon Customer’s approval of the Payment Quote, G-P’s payment partner will execute a bank transfer directly into Contractor’s bank account. Contractor must submit banking details to receive payments.

G-P Fees: The G-P Platform Fee and transaction fee (collectively, “G-P Fees”) are quoted within the Platform. Customer agrees to pay the G-P Fees for each Payment Quote.

All late payments shall accrue interest at the lesser of the rate of 1% per month or the highest rate permissible under applicable law, plus compensation for recovery costs, including reasonable attorney’s fees, when permitted by applicable law. The G-P Fees are subject to an annual price increase of no more than 3%.

Taxes

If any payments made by Customer become subject to withholding tax under applicable law, Customer shall: (i) inform G-P prior to withholding such taxes; (ii) pay such taxes to the appropriate government authority; and (iii) remit the balance due to G-P net of such taxes. Customer and G-P will cooperate in good faith to qualify the transactions for any exemptions or reductions in the amount of otherwise applicable withholding taxes and to complete forms as required for such purposes. If applicable, Customer shall provide G-P the withholding tax certificate or receipts issued by such government authority.

Term; Termination

Term: These Terms are effective upon Customer’s acceptance in the Platform, or upon Customer otherwise using or accessing G-P Contractor and will remain in place until terminated.

Voluntary Termination: Either G-P or Customer may terminate these Terms and Customer’s use of G-P Contractor by providing the other Party 30-days advance written notice.

Termination for Breach: In the case of breach of contract, the non-breaching Party may terminate these Terms and Customer’s use of G-P Contractor, following written notice to the breaching Party and 7 calendar days’ opportunity to cure.

Termination of Contractor: Upon termination of the contract with the Contractor, Customer must inform G-P of the termination and submit any outstanding Contractor Invoices. All Contractor Invoices submitted to G-P are subject to the G-P Fees. The obligation to pay submitted Contractor Invoices and G-P Fees survives the termination of these Terms and Customer’s use of G-P Contractor for any reason.

Warranties and liability

• Each of Customer and G-P represent and warrant that (i) it is duly organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its organization; and (ii) it has the full right and authority to enter into these Terms.

• G-P is not liable for errors on Contractor Invoices.

• G-P expressly disclaims that G-P Contractors is fit for a particular purpose.

• G-P is not liable for claims arising from or related to the Contract Template, for the enforceability of the Contract Template.

• G-P is not liable for claims arising from or related to any Customer Contract, or for the enforceability of the Customer Contract.

• G-P is not responsible or liable for the work performance of the Contractors.

• Customer’s account with and use of the payments partner’s service is separate from these terms and is subject to the terms and conditions between Customer and the payments partner.

Except for the indemnity obligations herein and Customer’s payment obligations, in no event will either G-P’s or Customer’s total liability to the other Party in connection with these Terms exceed the lesser of (i) twelve (12) times the G-P Fees payable by Customer for the relevant Contractor(s) giving rise to the liability as of the end of the month preceding the action giving rise to the liability, or (ii) Customer’s payment currency equivalent of USD100,000.

G-P EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY MADE HEREIN, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXCEPT FOR THE INDEMNITY OBLIGATIONS HEREIN, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER RELATED TO THESE TERMS FOR ANY LOST PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES. OTHER THAN THE INDEMNITY OBLIGATIONS AND CUSTOMER’S PAYMENT OBLIGATIONS HEREIN, NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER FOR ANY PURPOSE HEREUNDER THAT EXCEEDS THE AMOUNT SET FORTH IN THE PRECEDING PARAGRAPH.

Indemnification

Mutual Indemnity: Each Party (as the “Indemnifying Party”) shall at all times indemnify, defend and hold harmless the other Party, its parent or holding companies, subsidiaries and affiliates, their respective directors, officers, employees, licensees, contractors, attorneys, agents, successors and assigns (as the “Indemnified Party”), from and against any and all claims, damages, liabilities, payments, actions, demands, proceedings, costs and expenses, including reasonable attorneys’ fees, (collectively, “Liabilities”) arising out of a claim by any third Party p made against any of the Indemnified Parties relating to the Indemnifying Party’s (i) material breach of any of its obligations, representations, or warranties in these Terms; (ii) data processing activities in connection with these Terms; or (iii) sole gross negligence or willful misconduct in the performance of its obligations hereunder.

Customer Indemnity: Customer shall at all times indemnify, defend and hold harmless G-P, its parent or holding companies, subsidiaries and affiliates, their respective directors, officers, employees, licensees, contractors, attorneys, agents, successors and assigns (the “G-P Indemnified Parties”), from and against any Liabilities arising out of a claim by any third party (including Contractor(s)) made against any of the G-P Indemnified Parties relating to (i) misclassification of a Contractor; (ii) the work performed by the Contractor; and (iii) the relationship between Customer and Contractor.

Indemnification Process: The Indemnified Party will: (a) provide prompt written notice of the applicable claim to the Indemnifying Party; (b) provide the Indemnifying Party with sole control of the applicable defense and settlement; and (c) cooperate as requested by the Indemnifying Party, at the Indemnifying Party’s expense. The Indemnifying Party will not agree to any settlement unless such settlement includes a full release of the applicable claim against the Indemnified Party.

Force Majeure

Other than Customer’s payment obligations, neither Party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from the occurrence of any force majeure event (defined as any event or circumstance, the occurrence and effect of which the affected Party is unable to avoid, including but not limited to acts of God or force of nature, landslides, lightning, earthquakes, floods, fires, storms or storm warnings, tidal waves, shipwreck and perils to navigation, acts of war or public enemy, invasion, acts of terrorism, pandemic, strikes, work stoppages or sabotage). Upon the occurrence of a force majeure event, the Party so affected in the discharge of its obligations shall promptly give written notice of such event to the other and shall resume full performance as soon as reasonably possible, and that Party shall use its best efforts to remove or remedy the cause of such prevention as quickly as may be practical.

Confidentiality

Each of Customer and G-P (on behalf of itself and its affiliates) agrees that any information exchanged between the Parties pursuant to these Terms shall be considered “Confidential Information”. Each Party agrees to keep confidential all Confidential Information disclosed to it by the other Party in accordance herewith, and to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of similar information of its own (at all times exercising at least a reasonable degree of care in the protection of Confidential Information); provided, however, that neither Party shall have any such obligations with respect to use or disclosure to third parties of such Confidential Information that: (a) is known publicly; (b) became known publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing Party; (c) was otherwise known by the recipient before communication by the disclosing Party; or (d) was received by the recipient without any obligation of confidentiality from a source (other than the disclosing Party) lawfully having possession of such information.

Control of personal data

The Parties’ performance pursuant to these Terms may require control and processing of personal data belonging to individuals who are protected under the EU’s General Data Protection Regulation EU 2016/679 or other analogous data protection laws (“Data Protection Laws”). The Parties hereby agree that such processing shall be caried out in accordance with the Data Protection Laws and the Data Protection Addendum as defined at https://legacygpprod.wpenginepowered.com/msa-privacy-language/, the terms of which are incorporated herein by reference and shall prevail over these Terms.

Non-solicitation

During the Term and for one year thereafter, neither Party shall, without the other Party’s written consent, (i) solicit for hire or employment, or (ii) hire, employ, or obtain the services of anyone who is a contractor or employee of the other Party, whether as an individual or via a company in which the individual is a shareholder. This non-solicitation restriction does not apply to hiring based on general advertising, or to hiring following an initial approach by the subject individual.

Anti-corruption

Each Party agrees to comply, and to cause its affiliates to comply, with all applicable anti-corruption and anti-bribery laws (collectively, “Anti-Corruption Laws”) in performance of its obligations under these Terms. In general, Anti-Corruption Laws prohibit directly or indirectly making, promising, authorizing, or offering any advantage or anything of value to public officials or private persons or corporations to secure an improper advantage, to improperly obtain or retain business, or to direct business to any other person or entity.

Each Party maintains in effect policies and procedures designed to ensure its compliance with applicable Anti-Corruption Laws. Neither Party shall knowingly take any action that would cause the other Party to be in violation of Anti-Corruption Laws. Additionally, each Party shall immediately notify the other Party if such Party has any information or suspicion that there may be a violation of any Anti-Corruption Law in connection with the performance of any activities under these Terms.

General

Agreement. These Terms contains all the terms and conditions agreed upon by the Parties regarding the subject matter of the Terms and supersedes all other agreements, oral or written, between the Parties. Handwritten or electronic edits to these Terms shall have no legal effect. No representative of any Party had or has any authority to make any representation, warranty, or promise not contained in these Terms.

Relationship between Parties. Nothing contained herein will create or imply any agency, joint venture, or partnership between the Parties.

Assignment. Neither party may assign any right or obligation hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld.Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

Waiver. A Party’s failure or refusal to enforce the terms of or exercise a right under these Terms shall not constitute or operate as a waiver, and no waiver will be effective unless in writing and signed by a duly authorized representative of the Party so waiving.

Subcontractors. Globalization Partners may use the services of subcontractors for its performance hereunder, provided that Globalization Partners remains responsible for the performance of the subcontractors.

G-P Contracting entity and governing law

The G-P entity entering into these Terms, and the governing law and jurisdiction for any action or proceeding brought by either Party hereto is based on Customer’s location, as follows:

Customers registered in North or South America:
Globalization Partners LLC
175 Federal St., 17th Floor
Boston, MA 02110, USA

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not govern these Terms or the rights and obligations of the Parties hereunder. Any action or proceeding brought by either Party hereto shall be brought only in a state or federal court of competent jurisdiction located in Massachusetts, and the Parties expressly agree to submit to the jurisdiction of such courts for the purposes of any action or proceeding. Customers not based in the United States agree to appear voluntarily in Massachusetts, USA in the event of a legal action, and Customer agrees to pay for the costs of legal service if Customer does not appear voluntarily.

Customers registered in Europe, the United Kingdom, the Middle East, or Africa:
Globalization Partners International Ireland Limited
104 Lower Baggot Street
Dublin 2, Dublin, D02Y940 Ireland

These Terms are governed by and construed in accordance with the laws of the Republic of Ireland without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not govern these Terms or the rights and obligations of the Parties hereunder. Any action or proceeding brought by either Party hereto shall be brought only the courts of Ireland, and the Parties expressly agree to submit to the jurisdiction of such courts for the purposes of any action or proceeding. Customers not based in Ireland agree to appear voluntarily in Ireland in the event of a legal action, and Customer agrees to pay for the costs of legal service if Customer does not appear voluntarily.

Customers registered in Asia or the Pacific Region:

Globalization Partners Singapore Pte. Ltd.
135 Cecil Street #10-01
Singapore, 069536

These Terms are governed by and construed in accordance with the laws of Singapore without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not govern these Terms or the rights and obligations of the Parties hereunder. Any action or proceeding brought by either Party hereto shall be brought only the courts of Singapore, and the Parties expressly agree to submit to the jurisdiction of such courts for the purposes of any action or proceeding. Customers not based in Singapore agree to appear voluntarily in Singapore in the event of a legal action, and Customer agrees to pay for the costs of legal service if Customer does not appear voluntarily.