服务条款

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GENERAL SERVICE AGREEMENT

BACKGROUND

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

2. 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:

SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

o Help clients submit prepared visa/document authentication applications to Consulate-General of China in Houston and deliver them back to the client through the method the client has indicated after the Consulate-General has processed their application.

o Receive pick-up slips clients obtained from the Consulate-General of China in Houston after they have submitted their own visa application in person and pick up client's passport using their pick-up slip from the Consulate-General to ship them back to clients through the method the client has previously specified.

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.

TERM OF AGREEMENT

  1. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

  2. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide written notice to the other Party.

  3. If the Client wishes to cancel the application, this request must be made before the application is submitted to the Passport Agency or Foreign Embassies/Consulates by contractor.

PERFORMANCE

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

  2. The Contractor is not liable or responsible for any action or inaction by the Passport Agency or Foreign Embassies/Consulates or for the performance by any third party delivery companies including but not limited to: FedEx, UPS, United States Postal Service, etc.

  3. The Contractor is unable to make any guarantees on behalf of the Passport Agency, Foreign Embassy/Consulate, or any third party delivery companies. Passport agents and consular officers have final say on whether to approve or deny an application, the type of visa to be issued, and the duration of stay to be granted.

CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION

  1. All orders will begin to process after the compensation has been received by the Contractor.

  2. Contractor’s service fees are charged for submitting your application to the Passport Agency and/or Foreign Embassies/Consulates and such fees are non-refundable even if your application is denied by the Passport Agency or Foreign Embassies/Consulates.

  3. Consular fees will only be charged if your application is approved, except for some countries. Whereas a country charges a non-refundable application fee, the application fee, as well as contractor's service fees, will not be refunded even if the application is denied or rejected. If the Client wishes to cancel the application and avoid government fees, this request must be made before the application is submitted to the Passport Agency or Foreign Embassies/Consulates by contractor. Contractor's service fees are not refundable for canceled applications.

  4. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.

CONFIDENTIALITY

  1. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

  2. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized 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.

  3. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

  1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

  2. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

RETURN OF PROPERTY

  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.

  2. The Contractor is not liable for any lost or damage of property by third party delivery companies including but not limited to: FedEx, UPS, United States Postal Service, etc.

CAPACITY/INDEPENDENT CONTRACTOR

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. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

INDEMNIFICATION

  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.

  2. At all times and under all circumstances, Contractor's total liability to the Client for any claims, liabilities or damages of any kind, shall not exceed the service fees paid by the Client to Contractor. Under no circumstance shall Contractor be liable to the Client for any indirect or consequential losses and damages, including lost profits or punitive damages. The Client sole remedy against Contractor for failure to obtain a US passport or foreign travel visa in a timely manner shall be Contractor’s service fees actually paid by the Client.

ASSIGNMENT

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.

ENTIRE AGREEMENT

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

ENUREMENT

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.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Texas.

SEVERABILITY

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.