Services to Be Performed
The installer agrees to perform the services described in Chapter 2.1 Installers' Job Requirements.
Payment
In consideration to the services performed by the installer, the installer is eligible for compensation for their work as highlighted in Chapter 2.2 Installers' Price List. The installer shall be paid within 14 days after the installer submits an invoice to the client. The invoice should include the following: Work order number provided by FootfallCam, an invoice number, the dates covered by the invoice, and a summary of work performed.
Expenses
The installer is eligible for reimbursements for a limited amount of expenses incurred while performing services under this agreement. The full extent of the coverage and eligibility for reimbursements is specified in Chapter 2.2 Installers' Price List. The installer shall submit an itemised statement of the expenses incurred during the work performed under the agreement with a receipt of the expenses incurred. The installer shall be reimbursed for their expenses within 14 days after the submission of all relevant justifications of expenses that were incurred solely during the work performed.
Vehicles and Equipment
The installer shall furnish all vehicles, equipment, tools, and materials that are used to provide the services required by this agreement unless otherwise specified. The installer will not be required to rent or purchase any equipment, product, or service as a condition of entering into this agreement, but may do so in order to perform some work which may require the tools to perform the work agreed. Spoilages arising from mishandling of the equipment provided by FootfallCam will be solely accountable by the installer. The installer is liable for their own mistakes made during the installation and work and services performed while under this agreement. Any compensation of work or additional services performed caused by the negligence of the installer are ineligible for compensation or reimbursements.
Returning of Equipment
Equipment used by the installer will have to be returned to FootfallCam when they are completed or when the installer wishes to terminate this agreement. All unused equipment or item(s) will have to be returned to FootfallCam UK warehouse (46 Abbotswood, Guildford, GU1 1UY, United Kingdom) or Asia warehouse (51-2, Jalan SL 1/4, Bandar Sungai Long, 43000 Kajang, Selangor, Malaysia). Postage and courier fees incurred of returned equipment or item(s) must be included in the invoice and is eligible for reimbursements on behalf of FootfallCam. Failure to return the unused equipment or item(s) within 14 days after the completion of the work order would result in full amount of the equipment or item(s) to be charged to the installer.
Independent Installer's Status
The installer is deemed as an independent contractor, and neither the installer nor the installers' employees or contract personnel are, or shall be deemed, the employees of FootfallCam. In the capacity as an independent installer, the installer agrees and represents, and FootfallCam agrees, as follow:
- Installer has the right to perform services for others during the term of this agreement.
- Installer must meticulously follow the schedule and planned set forth by FootfallCam as the means to perform the work and services agreed in this agreement.
- The installer has the right to hire assistants as subcontractors or to use employees to provide the services as required by the agreement, however there will be no additional reimbursement for subcontractors hired on behalf of the installer.
- Neither installer nor the employees of the installer shall be required to wear any uniforms provided by FootfallCam.
- The installer and any subcontractors used and involved in the work agreed in this agreement is required to devote to the performance and ethics as set forth in this agreement.
Business Licenses, Permits, and Certificates
The installer represents and warrants that the installer and installer's employees and contract personnel will comply with all federal, state, and local laws requiring drivers and other licenses, business permits, and certificates required to carry out the services that was highlighted in this agreement.
Fringe Benefits
The installer understands that neither the installer nor the installer's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of FootfallCam.
Unemployment Compensation
The installer shall not make state or federal unemployment compensation payments on behalf of the installer or installer's employees or contract personnel. The installer will not be entitled to these benefits in connection with the work performed under this agreement.
Worker's Compensation
FootfallCam shall not obtain the installer's work compensation insurance on behalf of the installer or the installer's employees. If the installer hires employees to perform any work under this agreement, the installer will cover them with worker's compensation insurance to the extent required by law and provide FootfallCam with a certification of the worker's compensation insurance before the subcontractors hired are allow to begin the work.
Insurance
FootfallCam shall not provide insurance coverage of any kind for Installer or installer's employees or contract personnel.
Indemnification
The installer shall indemnify and hold FootfallCam harmless from any loss or liability arising from performing services under this agreement.
Terms of Agreement
This agreement will become effective when signed by both parties and will terminate when neither side decides to terminate the agreement.
Terminating the Agreement
With reasonable cause, either FootfallCam or the installer may terminate the agreement, effective immediately upon giving written notice. Reasonable causes include:
- Material violation of this agreement
- Any act exposing the other party to liability to others for personal injury or property injury
- Either party may terminate this agreement at any time by giving 30 days' written notice to the other party of the intent to terminate
Exclusive Agreement
This is the entire agreement between the installer and FootfallCam.
Confidentiality
The installer acknowledges that it will be necessary for FootfallCam to disclose certain confidential and proprietary information to the installer in order for the installer to perform duties under this agreement. Installer acknowledges that disclosure to a third party or misuse of this proprietary information would irreparable harm FootfallCam. Accordingly, Installer will not disclose or use, either during or after the term of this agreement, any proprietary or confidential information of FootfallCam without FootfallCam prior written permission except to the extent necessary to perform services on FootfallCam behalf. Proprietary information includes:
- the written, printed, graphic, or electronically recorded materials furnished by FootfallCam for Installer to use
- any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that FootfallCam makes reasonable efforts to maintain the secrecy of
- business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information
- information belonging to customers and suppliers of Client about whom Contractor gained knowledge as a result of installer's services to FootfallCam
Upon termination of the installer's services to FootfallCam, the installer shall deliver all materials of FootfallCam in the installer's possession relating to FootfallCam. Installer acknowledges that any breach or threatened breach of Clause XVII of this agreement will result in irreparable harm to FootfallCam for which damages would be an inadequate remedy. Therefore, FootfallCam shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause XVII of this agreement. Such equitable relief shall be in addition to FootfallCam rights and remedies otherwise available at law.
Proprietary Information
- The product of all work performed under this agreement including without limitation all notes, reports, documentations, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverable will be the sole property of FootfallCam, and the installer hereby assigns to the client all right, title, and interest therein, including but not limited to all audio-visual, literary, moral rights, and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. The installer retains no right to use the work product and agree not to challenge the validity of FootfallCam ownership in the work product.
- The installer hereby assigns to FootfallCam all right, title, and interest in any and all photographic images and videos or audio recordings made by FootfallCam during the installer's work for them, including but not limited to any royalties, proceeds, or other benefits derived from such photographs or recordings.
- FootfallCam will be entitled to use the installer's name and/or likeness use in advertising or other materials.
No Partnership
This agreement does not create a partnership relationship. The installer does not have the authority to enter into contracts on FootfallCam behalf.
Assignment and Delegation
Neither FootfallCam nor the installer may assign rights and may not delegate duties under this agreement without FootfallCam prior written approval.
Applicable Law
This agreement will be governed by the jurisdiction of United Kingdom without giving effect to the conflict of laws principles.