Terms and Conditions

RECITALS

• Digi Source Network is in the business of providing its clients with outplacement or outsourcing services, including the placement of remote contractors.
• Digi Source Network is further in the business of design, application and creation of content including marketing gateway and other network business formations
• The Client has asked, or is considering asking, Digi Source Network to offer its services to The Client for the placement of contractors.
• Digi Source Network will provide the Services to The Client on the terms and conditions of this Service Agreement.

IT IS AGREED as follows:

DEFINITIONS AND INTERPRETATION

Schedule 1 sets out the Definitions and Interpretation rules for this Service Agreement.

DAY TO DAY OPERATION OF THIS AGREEMENT

• The processes by which The Client may engage Digi Source Network, make a Request for Services, select an appropriate Digi Source Network Employee and perform other day-to-day activities pursuant to this Contract are set out within the terms and conditions on Digi Source Network’s website, which by incorporation forms part of this Service Agreement. The professional assistance shall be to the extent of the services towards the development, marketing, content creation and networking and Digi Source Network shall not in any manner be linked to the reason or to the effects of the same. That is to say the extent of professional assistance provided by Digi Source Network shall be restricted to the marketing whatever has been sourced by the provider and Digi Source Network shall not be liable and entitled to the authenticity or the material / information by whatever name called.

• The Client acknowledges that whatever information shared or marketed is absolutely authentic and the content creation materials are genuine and Digi Source Network does not take any responsibility towards the effects of such market / publish of the materials and the marketing materials and information shared shall not be in any manner the responsibility of Digi Source Network.

 

• The purview of Digi Source Network shall be strictly restricted to the marketing / sharing of information and creation of the content based on the needs and demands of the client and strictly based on the information or instructions that shall be shared by the client. There shall not be any addition of factual information apart from the information and/or instructions already given by the Client and the purview of Digi Source Network shall be strictly restricted to the marketing / development / designing / aesthetical additions without any alterations of the material facts and Digi Source Network shall not be responsible for any change / distortion of the facts and materials provided by the client.

• Digi Source Network shall not act as a platform for spread / marketing / advertising of any religious or communal or political / social propaganda and Digi Source Network does not indulge in any spread of messages and information / instructions which are against the nation or against any religion or political party. Any content aiming to spread any such information or news or messages having any direct or indirect link to any such issues shall be immediately deleted / removed (if posted) without any information / instructions to the creator and there shall not be any refund initiated to the creator for the same.

 

• Digi Source Network / the website does not profess / practice human trafficking and does not encourage, rather strictly discourages pornography and any kind of material / messages / photos / videos encouraging or marketing pornography of any kind and this organisation does not allow or accept messages and advertisements towards any kind of human trafficking or any kind of flesh trade marketing. Digi Source Network does not make or market any messages / shares any information towards any kind of child labour or child abuse of any manner whatsoever.

• Digi Source Network further reserves its rights to publish any materials and in case of any issues with regards to the contents of the materials, the discretion of the organisation shall be final.

 

• Digi Source Network does not accept any political publication and any messages publishing any political views shall not be accepted and any such messages / marketing strategies or any application towards any such payment of political or bribery issues shall not be accepted by this Digi Source Network. Digi Source Network does not practice funding of any terrorist works or anti national works.

• The Client acknowledges and agrees that by entering into this Agreement with Digi Source Network, this Agreement does not create, establish or otherwise constitute an employment relationship or agreement with Digi Source Network. The Client assumes all liability for the proper classification of the Digi Source Network Employee as independent contractors based on any applicable local guidelines. This Agreement does not create a partnership or agency relationship between The Client and the Digi Source Network Employee who does not have any authority to enter into written or oral (whether implied or express) contracts on behalf of The Client.

 

DURATION

• This Service Agreement will commence on the Commencement Date and will continue on a month to month term until terminated in accordance with clause 12.

NO Digi Source Network LIABILITY

• Digi Source Network is not liable for any loss, damage, costs or compensation (whether direct or indirect) which may be suffered by The Client, or for which The Client may become liable, arising from:
• the introduction by Digi Source Network of Digi Source Network Employee s to The Client (or any delay in such introduction);
• the failure of any Digi Source Network Employee to accept an offer of an Assignment; or
• the performance of any Digi Source Network Employee who accepts an Assignment with The Client.

THE CLIENT’S INDEMNITY TO Digi Source Network

• The Client indemnifies Digi Source Network in respect of losses, liabilities or claims arising from or related to:
• any acts and omissions of any Digi Source Network Employee when performing his or her obligations during an Assignment with The Client;
• any injury suffered by (including death of) a Digi Source Network Employee because of that Digi Source Network Employee performing his or her obligations; and
• any damage to property because of the performance of any obligations by a Digi Source Network Employee.
• The Client indemnifies Digi Source Network in respect of any claims by a Digi Source Network Employee arising from the termination of the Digi Source Network Employee Assignment by The Client and/or any breaches of laws applicable in any jurisdiction in which the Digi Source Network Employee may operate or provides the Services.

RESTRICTION ON DIRECT HIRING OF DIGI SOURCE NETWORK SERVICE EMPLOYEES

• Digi Source Network is not liable and does not hold any obligation to disclose the internal employee information or any personal information of any of its men / agent / workers / technicians / web developers and / or any of its authorised representatives and authorised signatories.
• Digi Source Network does not share any information towards the addresses or employment details of any of its organisation employees and the organisation holds a restriction to directly contact or hire any of its employees. Salary / Leave / Organisation Structure of this organisation shall strictly not be disclosed under any circumstances.

• Upon termination of this Contract, The Client or a related body corporate cannot make an offer in respect of a contract, permanent employment, further projects or different assignments to a Digi Source Network Employee who is performing an Assignment for The Client (or who has performed an Assignment for The Client during the previous twelve (12) months) until after 12 months following the termination of this Contract.
• The Client cannot directly offer contract, permanent employment, projects or assignments to a Digi Source Network Employee ’s friends, family members, referrals and network to perform an Assignment for The Client without the involvement and approval of Digi Source Network.
• Exchanging and asking for any information relating to the agreement such as contract payments and rate between Digi Source Network and Digi Source Network Employee is strictly prohibited under this agreement.

 

INTELLECTUAL PROPERTY

• All material prepared by the Digi Source Network Employee during the term of this Contract arising out of or concerning the Services (“the Contracted Material”) shall be the sole property of The Client and the ownership of and any Intellectual Property Rights subsisting in any such work shall vest in The Client. All information relating to The Client’s customers, users, and in particular and without limitation, customers, user of Client’s site, and all rights associated with such information are the exclusive property of The Client
• On termination of this Contract, the Digi Source Network Employee will immediately deliver any material, software or hardware given by The Client to Digi Source Network so that Digi Source Network may return them to The Client subject to payment of freight changes by The Client.
• Digi Source Network, the Digi Source Network Employee and The Client acknowledge and agree that they cannot to use, re-use, distribute, publish, license, sub-license, reproduce, create derivative work, copy, supply or communicate any Intellectual Property Right which belongs to the other party except as required by law.

 

PRIVACY

The parties (including the Digi Source Network Employee) agree that they will handle all Personal Information in accordance with the Privacy Laws, and that they will use Personal information solely for the purpose of carrying out their respective obligations pursuant to this Contract.
CONFIDENTIAL INFORMATION

• Subject to Clause 10.2, the Parties may only disclose any Confidential Information where disclosure is required by law or by any notice, order or regulation of any regulatory authority (a ‘Disclosure Obligation’).
• When a Disclosure Obligation occurs:
• The Party that is subject to the Disclosure Obligation must inform the other party in writing of any disclosure required by a Disclosure Obligation before or, if this is not practical, as soon as the disclosure is made.
• The Party that is subject to the Disclosure Obligation must use reasonable endeavors to (and assist the other Party to) restrict distribution of the Confidential Information disclosed and otherwise take all reasonable steps to preserve the confidentiality of the Confidential Information the subject of the Disclosure Obligation.
• The parties must consult with each other and endeavor to agree the content of any announcement the Party that is subject to the Disclosure Obligation is required to make (to the extent practical within the requirements of the Disclosure Obligation).
• The Party that is subject to the Disclosure Obligation must not, without the prior written consent of the other Party, take (or omit to take, or procure, suffer, or permit to be taken) any action as a result of which it may become subject to a legal obligation to disclose Confidential Information, except for actions which necessarily arise in connection with the this Agreement.

• Recipient shall not disclose any Confidential Information to third parties without the prior written authorization of Digi Source Network. Notwithstanding the foregoing, the Recipient shall not at any time disclose to any third party any Confidential Information comprising a trade secret of Digi Source Network. However, the Recipient may disclose Confidential Information in accordance with judicial or other governmental orders, provided the Recipient shall give Digi Source Network reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.

 

• The Recipient shall not use any Confidential Information or Confidential Materials of Digi Source Network for any purposes except those expressly contemplated hereby or as authorized by Digi Source Network.

• The Recipient shall take reasonable security precautions, which shall in any event be same as the precautions it takes to protect its own Confidential Information, to keep confidential, Confidential Information. The Recipient may disclose Confidential Information only to recipient's employees or consultants or associates on a need-to-know basis and the Recipient shall ensure that such confidentiality obligations contained herein shall be binding on such employees or consultants or associates. Recipient shall instruct all employees given access to the information to maintain confidentiality and to refrain from making unauthorized copies. The Recipient shall maintain appropriate written agreements with its employees, consultants, parent, subsidiaries, affiliates or related parties, who receive, or have access to, Confidential Information sufficient to enable it to comply with the terms of this Agreement.

 

• Confidential Information and/or Confidential Materials may be used, reproduced, disclosed, summarized or distributed only in pursuance of Recipient's business relationship with Digi Source Network and in relation to the Services/work to be carried out by the Recipient, and only as otherwise provided here in this Agreement.

WARRANTIES

Each party represents and warrants to the other party that:

• There are no actions, claims, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of this Contract.
• It has all licences, authorisations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations under this Contract, and otherwise complies with all laws and regulations applicable to the performance of those obligations;
• It has provided, or will provide, its employees, contractors and subcontractors with appropriate training, information and procedures to ensure ongoing compliance with this Contract, the Digi Source Network Privacy Policy and all relevant laws.

TERMINATION

• A party (“the first party”) may immediately (or with effect from any later date it may nominate) terminate this Contract by written notice to the other party if:
• the other party materially breaches this Contract or any other Contract between the parties and fails to remedy such breach within 5 Business Days of receipt of notice from the first party specifying the breach and requiring it to be remedied;
• a receiver, controller, liquidator, administrator or other like person is appointed for the whole or substantially the whole of the other party’s assets, undertaking or business;
• a mortgagee or chargee enforces a security held in respect of the whole or substantially the whole of the other party’s assets undertaking or business;
• a scheme of arrangement between the other party and its creditors is entered into; or
• the other party becomes insolvent or is otherwise unable to pay its debts as and when they become due.

• Upon the termination of the contract any link / website / payment window / application by whatever name called shall be terminated automatically with immediate effect at the sole discretion of Digi Source Network

 

• The Recipient shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials then in Recipient's possession or control at Digi Source Network’s request or, at DIGI Digi Source Network ‘s option, notify in writing destruction of the same, including any Confidential Information and/or Confidential Material which is in electronic form. If the Recipient is required to retain any confidential information and/or confidential material pursuant to any applicable law, then such retained confidential information and/or confidential material or copies thereof shall be subject to continuing obligations of confidentiality under this Agreement, however no further use of it shall be permitted. Further, the Recipient shall inform in writing prior to retaining such confidential information and/or confidential material.

• The Recipient acknowledges that monetary damages may not be a sufficient remedy for damages resulting from the unauthorized disclosure or use of Confidential Information and/or Confidential Materials and that Digi Source Network shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

 

• Digi Source Network may visit the Recipient's premises, with reasonable prior notice and during normal business hours, to review Recipient's compliance with the terms of this Agreement.

 

ACCEPTANCE

The Client accepts the scope, terms and conditions of this Contract and as set out within the terms and conditions on Digi Source Network website at www. digisourcenetwork.com which by incorporation form part of this Contract by:

• The Client making a Request for Services; or
• The Client appointing Digi Source Network to provide services to The Client; or
• The Client selecting a Digi Source Network Employee ; or
• The Client making a payment of any amounts listed within Schedule 1, including but not limited to set up fees, monthly fees and/or any payment of Digi Source Network invoices (whichever is the earliest); or
• The Client indicating its acceptance electronically or in any other format provided by Digi Source Network.

DUTY OF CONFIDENTIALITY

• Digi Source Network and the Digi Source Network Employee acknowledge that during this Contract they may each have access to Confidential Information of The Client.
• Digi Source Network and the Digi Source Network Employee warrant and undertake not to disclose, use or otherwise deal with any Confidential Information regarding The Client except:
• for the purpose of providing the Services;
• when required to do so by law; or
• with the prior written consent of the Client.
• Confidential Information shall include, but not be limited to, any information, which relates to the business, processes, operation, methodology, communications, information, techniques, services, pricing, strategies, programming or research or any information that Digi Source Network or the Digi Source Network Provider acquired during the term of this Contract.
• On the termination of this Contract, or earlier if required to do so by either party, the Digi Source Network Employee shall return to the Client any material containing Confidential Information then in his or her possession, or destroy or delete any copies of such material in his or her possession. Digi Source Network Employee must carry out an immediate hand over of all existing tasks.