Independent Contractor Agreement

    This agreement made and entered into on the date last written below, by and between StratAffect SA [owner of the platform Tyoch] (the "Company" & the “Platform”; “Company/Platform” ), and:

    an independent contractor ("Contractor"), an individual residing at:

    for the purpose of setting forth the specific terms and conditions by which the Company/Platform will acquire the Contractor’s services on a temporary basis.

    In order to ensure that this document is as inclusive as possible, ‘they’, ‘their’, ‘them’, ‘theirs’, ‘themselves’, etc. are used as singular and plural pronouns, in place of the more ‘bi-gender-heavy’ equivalents.

    In consideration of the mutual obligations specified in this Agreement, and any compensation paid to the Contractor for its services, the parties agree to the following:

    Relationship, Reputation & Compensation

    Relationship: Independent Contractor


    The Contractor is an independent contractor, not an agent or employee of the Company/Platform, and is not authorized to act on behalf of the Company/Platform. The Contractor shall render services as a SERVICE PROVIDER [TRAINING AND/OR COACHING/MENTORING] for the Company/Platform.
    The Contractor MAY NOT issue any additional orders for work to another (sub)Contractor without written acceptance by the Company/Platform. The Contractor should not commence services under this Agreement until this Agreement is signed and delivered to an authorized representative of the Company/Platform.
    Should the Company/Platform permit The Contractor to use any of the Company/Platform’s equipment, tools or facilities during the term of this Agreement, such permission will be gratuitous and The Contractor shall indemnify and hold harmless the Company/Platform and its officers, directors, agents, and employees from and against any claim, loss, expense, or judgement of injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such a claim is based on its condition or on the alleged negligence of the Company/Platform in permitting its use.

    The Company/Platform acknowledges that the Contractor may, during the term of this Agreement, be engaged in other business activities and may render the same or similar services to pre-existing clients. It is required, however, that any coaching, training courses, workshops, etc., either in person or performed virtually, that bear a strong resemblance to or draw upon the same content and/or are targeted toward the same audience as those promoted on the Tyoch Platform, must be offered to the public from the Tyoch Platform, not other event consolidation software such as EventBrite, billetweb.fr, etc.

    Reputation


    The Contractor acknowledges that the Company/Platform is built on the good reputation and credibility of the community of Service Providers from which it is populated. Therefore, any lack of transparency of misinformation about the level of expertise and/or quality of professional services will negatively impact the community but also severely damage the public reputation of the Company/Platform. The Contractor confirms that all evaluations, testimonials, and/or other collateral provided to the Company/Platform are a true representation of their skill/expertise.

    The Contractor attests that they have not been convicted of, plead guilty to, been subject to judgements or admitted committing a felony, fraud, or other crime that could negatively reflect upon the credibility of the Company/Platform and other members of the community. The Contractor shall at all times act in good faith and to the best of their ability adhere to any regulations, association guidelines, and applicable laws set out in their region, especially in accordance with certification and or accreditation represented on the Company/Platform. The Contractor will devote reasonable time to ensure that services rendered to the clients of the Company/Platform are of impeccable quality.

    The Contractor will adhere to the existing standards, goals, guidelines (eg, training structure & design, membership collaboration, etc.), budgets, directives, services descriptions, policies and procedures and Terms & Conditions of the Company/Platform or established and approved by Company/Platform Management at some later date. The Contractor will receive notice of all changes to Terms and Conditions, Contracts and/or other binding documents/agreements via email. The modified document/information will be posted centrally for access by all Contractors’ for comments/feedback for a minimum of 5 business days before changes take effect. If a binding document is not signed by the cut-off date, and the Contractor has not contacted the Company/Platform representative regarding issues/feedback, the Company/Platform will take this as a sign of non-compliance and remove the Contractor from the Platform.

    The Company/Platform strives at all times to be inclusive and to afford its community members the opportunity to grow and evolve their skills and offering. The Company/Platform will not require the Contractor to withdraw from the platform due to poor evaluations, concerns about quality, reputational issues and/or other negative feedback, but may suspend the offer of their services. Communication about the nature of issues will be prompt and robust and may include meetings with the end user and/or client. If the Contractor takes immediate remedial action to improve gaps and/or insufficiencies and provides evidence of improvement, the Company/Platform will re-activate their service offering, unless substantial and/or long-term reputational damage has occurred.

    Termination of Contract


    Either the Company/Platform or Contractor may terminate this Agreement in the event of a material breach of the Agreement which is not resolved within thirty (30) days of written notice to the other of such breach. Material breaches include, but are not limited to, the filing of bankruptcy papers or other similar arrangements due to insolvency, the assignment of The Contractor’s obligations to perform to third parties, damage to reputation by activities and/or actions of The Contractor.

    The Company/Platform may terminate this Agreement for its sole convenience by giving a 30-day advance notice in writing to the contractor. In such event, the Contractor shall cease work immediately after receiving notice from the Company/Platform unless otherwise advised by the Company/Platform, and provide an invoice within 5 business days for any outstanding fees for work performed. The Company/Platform will pay such invoice within 5 business days of receipt.

    Compensation


    The Contractor's compensation for each service to be rendered under this Agreement commences on the date last written below. The compensation payable for services rendered is activated upon receipt of client payment. Compensation follows the fees structure detailed in the TERMS AND CONDITIONS document, or as otherwise agreed upon between the parties (eg, training fees detailed on the platform) prior to the commencement of individual projects and/or initiatives.

    Anti-Money Laundering


    The Company/Platform strives to maintain compliance with all applicable local anti-money laundering laws and regulations and will take immediate action to notify the proper authorities if questionable actions and/or business activities are uncovered or come to light.

    Expenses


    The Contractor shall be reimbursed for such reasonable and pre-authorized expenditures, which may be incurred in promoting the business of the Company/Platform. Such authorized expenditures will be reimbursed upon presentation by the Contractor to the Company/Platform of an itemized accounting of such expenditures and receipts relating thereto in the form requested by the Company/Platform.

    As an independent entity, the Contractor is responsible for maintaining local/regional association membership fees related to the appropriate and/or required certification, insurance coverage for providers, taxes and fees due to government bodies, etc. The Company/Platform is not obligated to provide or pay for associated fees, company benefits, insurance and/or other fees required to ensure that the Contractor remains in good standing within their community, associations, and country/region. The Company/Platform is not responsible for payments associated with vacation or other leave allotments, CCSS and/or other health services contributions, etc.

    Insurance


    The Contractor shall maintain appropriate insurance for their region/country. This may include Blanked General Liability Coverage, including Contractual Liability, The Contractors Protective Liability and Personal Injury/Property Damage Coverages in a combined single limit of not less than €1000000.

    A Certificate of Insurance indicating such coverage shall be delivered to the Company/Platform upon request. That Certificate shall indicate that the policy will not be changed or terminated without at least ten (10) day’s prior written notice to the Company/Platform and shall also indicate that the insurer has waived its subrogation rights against the Company/Platform.

    Nondisclosure and Trade Secrets

    IP & Confidential Information


    During the term of this Agreement and in the course of the Contractor’s performance hereunder, the Contractor may receive and otherwise be exposed to confidential and proprietary information relating to the Company/Platform’s business practices, strategies and technologies. Such proprietary and confidential information may include, but is not limited to: confidential and proprietary information supplied to the Contractor with the legend “Company/Platform Confidential and Proprietary” or equivalent; the Company/Platform’s marketing and customer support strategies; the Company/Platform’s financial information, including sales, costs, fees, profits and pricing methods; the Company/Platform’s internal organization, employee/Contractor lists, customer lists, and vendor lists; the Company/Platform’s technology, including discoveries, inventions, research and development efforts, manufacturing processes, hardware/software design and maintenance tools, product know-how and show-how; training program packages for instructors use, and all derivatives, improvements and enhancements to any of the above which are created or developed by the Contractor under this Agreement and information of third parties as to which the Company/Platform has an obligation of confidentiality (collectively referred to as “Confidential Information”).

    GDPR & Privacy Policy


    Please refer to our GDPR Policy for a full view of our data privacy and protection measures. Generally, the Company/Platform collects, handles and processes client data according to GDPR standards. Information collection vehicles include, but are not limited to, registration forms on the Platform, third party software (eg, LinkedIn) and/or via other electronic vehicles (eg, email). Information gathered includes: company name, contact/liaison name (where appropriate), contact/company details required for accounts receivable/payable activities and/or appropriate communication with that Company and/or individual. This information is not shared or sold to third parties. It is only used in the day-to-day execution of business communications and activities. The information is kept confidential and only shared with third party providers which require that data to perform such activities as deemed necessary.
    Notwithstanding any of the other provisions of this Agreement, the Contractor agrees not to export, directly or indirectly, any EU-source technical data acquired from the Company/Platform or any products utilising such data to any countries outside the EU which export may be in violation of the EU Export Laws or Regulations. Nothing in this section releases the Contractor from any obligation stated elsewhere in this Agreement or covered in GDPR regulations, not to disclose data.

    Use of Confidential Information & Return of Company/Platform Documents


    The Contractor acknowledges that confidential information may be passed to them to aid their performance of work, from time to time. The Contractor agrees that the Confidential Information provided is the sole, exclusive, and extremely valuable property of the Company/Platform. Accordingly, the Contractor agrees not to 1) reproduce any Confidential Information without the Company/Platform’s prior written consent, 2) not to use the Confidential Information except in the performance of this Agreement, and 3) not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement.

    Upon termination of this Agreement for any reason including expiration of term, the Contractor agrees to cease using and to return any proprietorial information to the Company/Platform originator and/or confirm the destruction of electronic/digital versions, whether whole or partial copies, and all derivatives of the Confidential and/or Proprietorial Information, whether in the Contractor’s possession or under the Contractor’s direct or indirect control.

    Third Party Information


    The Contractor shall not disclose or otherwise make available to the Company/Platform or other parties, in any manner, any confidential information received by the Contractor from third parties that could breach confidentiality in other business relationships (thereby negatively influencing the Company’s/Platform’s reputation).

    The Company/Platform may use third-party software and/or link to third-party web sites, and/or provide content supplied by third parties. The Company/Platform does everything possible to ensure that third-party technology is dependable and robust, but is not liable, and/or responsible for damages or loss caused through the use, or mis-use, of such sites.

    Labelling of Confidential Information


    The Company/Platform shall exercise reasonable care either to prominently and legibly mark all forms of Confidential Information supplied to the Contractor with the legend “the Company/Platform Confidential and Proprietary” or equivalent, or to provide the Contractor with written notice of the confidential nature of such information.

    This NONDISCLOSURE AND TRADE SECRETS section shall survive the termination of this Agreement for any reason, including expiration of term.

    Ownership of Work, Indemnification/Release

    Technology


    It is agreed that the contractor will create, design, and upload for provision to end users, information and/or collateral related to their training programs, course, coaching and workshops offered on the Platform which is either owned solely by the Contractor or licensed to the Contractor with a right to sublicense. The Contractor retains ownership of content, collateral and systems related to their practice and expertise (including training material, coaching collateral, etc.) originating from them.

    The Company/Platform may also make available, from time to time, programs and training courses, etc. for use by the Contractor in performance of client engagements under this Agreement and/or individual client contracts. The Contractor agrees that any and all ideas, improvements and inventions conceived, created or first reduced to practice in the performance of work related to the Company/Platform under this Agreement, shall be the sole and exclusive property of the Company/Platform.

    The OWNERSHIP OF WORK PRODUCT section shall survive the termination of this Agreement for any reason including expiration of term.

    Injuries and Damages


    The Contractor agrees to take all necessary precautions to prevent injury to any persons (including employees of the Company/Platform and/or its clients) or damage to property (including the Company/Platform’s property) during the term of this Agreement and shall indemnify and hold the Company/Platform and all its officers, agents, directors, and employees harmless against all claims, losses, expenses (including reasonable attorneys’ and expert witnesses’ fees and costs) and injuries to person or property (including death) resulting in any way from any act, omission, or negligence on the part of the Contractor in the performance of failure to perform the scope of work under this Agreement, excepting only those losses which are due solely and directly to the Company/Platform’s gross negligence.

    Inventions Assignment and Title


    The Contractor warrants that it has good and marketable title to all inventions, Confidential Information, material, or work product made, created, conceived, written, invented or provided by the Contractor pursuant to the provisions of this Agreement (“Product”). The Contractor further warrants that the Product shall be free and clear of all liens, claims, encumbrances or demands of third parties, including any claims by any such third parties of any right, title or interest in or to the Product arising out of any trade secret, copyright, or patent. The Contractor shall indemnify, defend and hold harmless the Company/Platform and its customers from any and all liability, loss, costs, damage, judgment or expense (including reasonable attorneys’ and expert witnesses’ fees and costs) resulting from or arising in any way out of any such claims by any third parties, and/or which are based upon, or are the result of any breach of the warranties contained in this Section (“INDEMNIFICATION/RELEASE”). In the event of a breach, the Contractor shall, at no additional cost to the Company/Platform, replace or modify the Product with a functionally equivalent and conforming Product, obtain for the Company/Platform the right to continue using the Product and in all other respects use its best efforts to remedy the breach. The Contractor shall have no liability under this Section (“INDEMNIFICATION/RELEASE”) for any Product created in accordance with detailed and specific design instructions created by the Company/Platform.

    Governing Laws


    The Contractor warrants that all material supplied and work performed under this Agreement complies with or will comply with all applicable laws in Luxembourg and applicable foreign laws and regulations. The validity, construction and performance of the present agreement, as well as the relationship between The Company/Platform and the Contractor and any non-contractual obligations arising out of or in relation to the present agreement are exclusively governed by, and in accordance with, the laws of the Grand Duchy of Luxembourg.

    Entire Agreement


    This Agreement shall be deemed to express, embody and supersede all previous understandings, agreements and commitments, whether written or oral, between the parties hereto with respect to the subject matter hereof and to fully and finally set forth the entire agreement between the parties hereto. No modifications shall be binding unless stated in writing and signed by both parties hereto with the approval of the CEO and/or CFO of the Company/Platform.

    In witness whereof, the parties hereto have executed this Agreement on the date last written below:

    Full Name

    Date Signed