General Service Agreement

Last updated 31 March 2020

We are COMMA, SECURED by WECORP LTD (the “Contractor”). We are a private limited company registered in England under company number 12067140 and our registered office is International House, 24 Holborn Viaduct, London EC1A 2BN, UNITED KINGDOM.

This is the Agreement which applies when you (the “Client”) engage in our provided Services.

BACKGROUND

A. The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide services to the Client.

B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

1. SERVICES PROVIDED

1.1 The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):

• Respond to alarm calls triggered on demand in our app with an unmanned aerial vehicle to provide live video feed of the GPS coordinates setup as alarm location; and

• Patrol GPS coordinates setup in our app with an unmanned aerial vehicle to provide live video feed and leave key visuals in the respective users account.

1.2 The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

2.TERM OF AGREEMENT

2.2 The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

2.3 In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 days’ written notice to the other Party.

2.4 In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

2.5 This Agreement may be terminated at any time by mutual agreement of the Parties.

2.6 Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

3. PERFORMANCE

3.1 The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

4. CURRENCY

4.1 Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

5. PAYMENT

5.1 The Contractor will charge the Client for the Services as follows (the “Payment”):

• The Client will be billed according to the selected services directly within the app.

5.2 Invoices submitted by the Contractor to the Client are due upon receipt.

5.3 You can cancel your Service subscription at any time, and you will continue to have access to your paid Service through the end of your billing cycle.

5.4 In the event that this Agreement is terminated by the Client prior to completion of the Services, but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.

5.5 The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.

5.6 The Contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the Contractor, including any National Insurance, income tax, and any other form of taxation or social security costs.

5.7 The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

6. TRADE SECRETS

6.1 Trade secrets (the “Trade Secrets”) include, but are not limited to, any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary to the Client, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Client.

6.2 The Contractor agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any Trade Secrets which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

7. OWNERSHIP OF INTELLECTUAL PROPERTY

7.1 All intellectual property and related material (the “Intellectual Property”) that are developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.

7.2 Title, copyright, intellectual property rights, and distribution rights of the Intellectual Property remain exclusively with the Contractor.

8. RETURN OF PROPERTY

8.1 Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or confidential information which is the property of the Client.

9. CAPACITY/INDEPENDENT CONTRACTOR

9.1 In providing the Services under this Agreement, it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

10. RIGHT OF SUBSTITUTION

10.1 Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some, or all, of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

10.2 In the event that the Contractor hires a sub-contractor:

• the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.

• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

11. AUTONOMY

11.1 Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

12. EQUIPMENT

12.1 Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear, and any other items or parts necessary to deliver the Services in accordance with the Agreement.

13. NO EXCLUSIVITY

13.1 The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

14. NOTICE

14.1 All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

WECORP LTD
International House
24 Holborn Viaduct
London EC1A 2BN
UNITED KINGDOM

or to such other address as either Party may from time to time notify the other.

15. INDEMNIFICATION

15.1 Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

16. ADDITIONAL CLAUSES

16.1 The contractor excludes liability for non-performed services outside of the Area-Of-Operation indicated on our websites (http://www.commasecured.com, http://www.commasecured.co.uk, and http://www.wecorp.com) and in compliance with the contractors permission granted by the Civil Aviation Authority of the United Kingdom.

16.2 The contractor excludes liability for non-performed services during Non-Flight Weather Conditions indicated on our website (http://www.commasecured.com, http://www.commasecured.co.uk, and http://www.wecorp.com) and in compliance with the contractors permission granted by the Civil Aviation Authority of the United Kingdom.

16.3 Alarm calls during hours where the contractor is not able to perform services are indicated within the app and not automatically forwarded to emergency services.

17. MODIFICATION OF AGREEMENT

17.1 Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

18. TIME OF THE ESSENCE

18.1 Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

19. ASSIGNMENT

19.1 The Contractor will not voluntarily, or by operation of law, assign, or otherwise transfer its obligations under this Agreement, without the prior written consent of the Client.

20. ENTIRE AGREEMENT

20.1 It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement, except as expressly provided in this Agreement.

21. ENUREMENT

21.1 This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.

22. TITLES/HEADINGS

22.1 Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

23. GENDER

23.1 Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

24. GOVERNING LAW

24.1 This Agreement will be governed by and construed in accordance with the laws of England.

25. SEVERABILITY

25.1 In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

26. WAIVER

26.1 The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.