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Last Updated: March 1, 2025
PARTIES
These Terms and Conditions ("Terms") constitute a legally binding agreement between:
1. DEFINITIONS
In these Terms, the following terms shall have the meanings set forth below:
1.1. "Qualified Client" refers to a prospective customer who initially was in contact with SuperStuff, who then connected said customerto the Service Provider for the purpose of bringing incremental revenue to the Service Provider that would not have otherwise occurred but for the introduction bySuperStuff.
1.2. "Project Agreement" refers to a separate and detailed triparty agreement that shall be created for each specific projectarising from the collaboration between the client, SuperStuff and the Service Provider.
1.3. "Promotional Content" refers to the Service Provider name, logo, domain name, client case studies and collaterals, team, and anyother promotional materials or information shared by a representative of the Service Provider, available online publicly on Service Provider website and/or socialmedia, and/or approved over email by a representative of the Service Partner.
2. PURPOSE AND SCOPE
2.1. By accepting these Terms, the Service Provider grants SuperStuff an on exclusive right and permission to represent its services globally for the purpose of seeking potential clients and business opportunities.
2.2. These Terms serve as the master agreement governing the overall collaboration between the Parties. A separate Project Agreement shall be created for each specific project that arises from this collaboration.
3. QUALIFIED CLIENT DETERMINATION
3.1. A customer will is considered to be a Qualified Client ifinformation about that customer and/or brief was communicated to the Service Provider by SuperStuff via any digital medium. This qualification extends todifferent departments or divisions within the same customer organization.
3.2. A customer will not be considered a Qualified Client if Service Provider had previously entered into active discussions with the sameprospective customer (within the same project department, if a large company)prior to receipt of the lead from SuperStuff, as evidenced by Service Provider's verifiable digital records.
3.3. A customer will be considered to be a Qualified Client if any work(including outside the initial brief) is confirmed within six (6) months of theinitial lead communication by SuperStuff.
3.4. The Service Provider may share an existing list of clients that can be pre-excluded from what SuperStuff would consider potential QualifiedClients.
4. COMMERCIAL TERMS
4.1. All Qualified Client billings will be raised by SuperStuff.
4.2. SuperStuff shall charge a 15% transaction fee on all work completed between the Service Provider and Qualified Client, deducted from the payment to the Service Provider. This transaction fee is intended to replace Service Provider's sales & marketing budget, not be an added-on expense.
4.3. The transaction fee shall be applicable for a period of two (2)years from the date of the first confirmed project with a Qualified Client, regardless of the scope of work or department within the client organization. The transaction fee is applicable to retainers and any new scopes of work received by the Qualified Client within the two year period.
4.4. SuperStuff will bill the client directly and pay the Service Provider the amount received less the transaction fee within one (1) business day of payment.
4.5. The Project Agreement will outline the specific terms, fees,conditions, scope of work, payment timelines, and any other project-specificdetails relevant to the particular engagement.
4.6. The Project Agreement will be binding and take precedence over theseTerms to the extent that they conflict or pertain specifically to the project in question.
5. SERVICE PROVIDER OBLIGATIONS
5.1. In the event that either the Service Provider or a Qualified Client initiates a direct business relationship or engagement without the involvement of SuperStuff, the Service Provider shall be liable to pay a penalty equivalent of two (2) times what the missed transaction fee amount is to SuperStuff as compensation within 10 days of notice.
5.2. Furthermore, in such cases of circumvention, the Service Provider will be barred from the SuperStuff platform.
5.3. Service Provider agrees to make good faith efforts to inform SuperStuff promptly if they are approached directly by a Qualified Client introduced through SuperStuff's efforts.
6. USAGE AND OWNERSHIP OF MARKETINGMATERIALS
6.1. Service Provider grants SuperStuff a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, royalty-free license to use and display the Promotional Content. This license is granted solely to promote the Service Provider's services and capabilities to potential clients.
6.2. It is the responsibility and liability of the Service Provider to clearly indicate in writing any materials shared that are confidential or underNDA and not to be used for promotional purposes. For the sake of clarity, SuperStuff disclaims any liability for breaches of NDA or confidentiality made by the Service Provider.
6.3. SuperStuff agrees not to display Service Provider's Promotional Content in any way that is defamatory, intentionally disparaging, obscene or otherwise objectionable to the Service Partner.
6.4. Any requests to add, modify or delete Service Provider's Promotional Content that need to be made by SuperStuff will be executed within 72 business hours of written request.
6.5. Each Party shall retain ownership and all right, title and interest,in and to each Party's own intellectual property.
7. PORTFOLIO COMPILATION AND REVIEW
7.1. The Service Provider and/or SuperStuff may use Promotional Content tocreate a SuperStuff Portfolio (“Super Page”) or a Video Interview (“Super Intro”)to showcase the Service Provider's expertise, with the consent of the Service Provider.
7.2. The Service Provider shall have the right to access, review, edit,and approve the content of the Portfolio or Video Interview to ensure noconfidential or proprietary information is included, and it accurately reflectsthe Service Provider's work.
7.3. The Service Provider has the right to delete their Portfolio or SuperIntro on request.
8. LIABILITY AND INDEMNIFICATION
8.1. SuperStuff shall not be liable to the Service Provider or any thirdparty for any direct or indirect, special, incidental, punitive, orconsequential damages.
8.2. SuperStuff shall not assume liability for any consequences, losses,damages, breaches of confidentiality or any other actions arising from theaccuracy, authenticity, legality, or reliability of any Promotional Contentpublished in the Portfolio, the Portfolio product, or any other materialsrelated to these Terms.
8.3. The Service Provider hereby agrees to indemnify and hold SuperStuff harmless against any claims or liabilities, including false claims,misrepresentations, or breaches of confidentiality made by the Service Provider.
9. TERM AND TERMINATION
9.1. These Terms shall commence upon the Service Provider's acceptance and shall remain in effect for a period of two (2) years, which will renew automatically unless terminated earlier by either Party upon 30 days' written notice.
9.2. Upon termination, all rights and obligations under these Terms shall cease, with the exception of Sections 8, 10, and specifically remaining commercial actions resulting from Qualified Customers and/or Project Agreements.
10. GOVERNING LAW AND DISPUTERESOLUTION
10.1. For Service Providers incorporated outside of India, these Terms shall be governed by and construed in accordance with the laws of Singapore. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Singapore.
10.2. For Service Providers incorporated in India, these Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Mumbai, India.
11. MISCELLANEOUS
11.1. Notice: Communications under these Terms may be made bye-mail. Legal notices shall be effective only if delivered in writing via emailto the addresses provided by the parties. SuperStuff contact: Julie@superstuff.ai.
11.2. Assignment: Assignment of these Terms is subject to allparties' prior written consent, except for the instance of SuperStuff assignment to an affiliated entity for the purpose of ease of payments.
11.3. Warranties: Each party makes no warranties of any kind about its offerings. Except as expressly provided for elsewhere in these Terms, each party will be responsible for all costs and expenses incurred by such party in performing its obligations or exercising its rights under these Terms.
11.4. Non-Obligation: It is expressly understood and agreed thatthese Terms do not impose any obligation upon SuperStuff to secure or providespecific work opportunities, projects, or assignments for the Service Provider.Both parties acknowledge that SuperStuff retains the discretion to determinewhether, when, and how to engage the Service Provider in any work or projects.
11.5. Independent Contractors: No partnership, joint venture, or employment is created as a result of these Terms and no party has the authority to bind any other party or to contract in the name of or create a liability against any other party in any way or for any purpose without such party's prior consent.
11.6. Publicity: Parties shall not use each other's trademarks without prior written consent unless in a manner as prescribed within these Terms.
11.8. Force Majeure: No party shall be liable for a failure toperform any of its obligations hereunder when such failure is caused by orresults from (i) strike, blacklisting, boycott or sanctions however incurred;or (ii) acts of God, public enemies, authority of law, embargo, quarantine,epidemics, pandemics, riot, insurrection or war.
12. ENTIRE AGREEMENT AND AMENDMENT
12.1. These Terms constitute the entire agreement between the Parties with respect to the subject matter and supersedes prior agreements.
12.2. No amendment or modification of these Terms shall be valid unlessin writing and signed by both Parties.
13. ACCEPTANCE
13.1. By checking the box "I agree to the Terms and Conditions"and submitting the form on the SuperStuff website, the Service Provider acknowledges that it has read, understood, and agrees to be bound by theseTerms.
13.2. The individual accepting these Terms on behalf of the Service Provider represents and warrants that they have the authority to bind the Service Provider to these Terms.
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