This Services Agreement is made on .

Between:

• Allinners (as detailed in the Particulars); and
• the Freelancer (as detailed in the Particulars), and .

• (each a “Party” and together the “Parties”).

 

Whereas

Allinners wishes to appoint the Freelancer to provide the Services in accordance with the terms and conditions of this Agreement and the Freelancer is agreeable to such appointment.

It is agreed as follows:

1. Definitions and Interpretation

1.1 In this Agreement:

• “Affiliate” means an entity that controls, or is controlled by, or is under common control of Allinners or any entity that controls Allinners;
• “Agreement” means this services agreement together with its Schedules;
• “Cancellation Notice Period” has the meaning set forth in the Particulars;
• “Commencement Date” means the date of this Agreement;
• “Confidential Information” means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, clients, customers, products, affairs and finances of a Party and its group companies for the time being confidential to that Party and its group companies and trade secrets including, without limitation, technical data and know-how relating to the business of that Party and its group companies or any of its suppliers, clients, customers, agents, distributors, shareholders or management whether or not such information (if in anything other than oral form) is marked confidential;
• “Event of Force Majeure” means an event or circumstance which is beyond the reasonable control of a Party, including but not limited to, any strike, lockout or other industrial action, civil disturbance, acts of war or threat, nuclear disaster, fire, terrorism, flood, earthquake and other acts of God, accidents, riots, epidemics, accidental or malicious damage and decisions of government or legal authority;
• “Expiry Date” means the expiry date of this Agreement, as set forth in the Particulars;
• “Fee” means the fee payable to the Freelancer for the Services in accordance with Clause 2, as set out in Schedule 3;
• “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
• “List of Penalties” means the list of penalties levied by Allinners, set out in Schedule 4, as amended from time to time;
• “Logo” means Allinners’s logo or any other logos of Allinners or its Affiliates or shareholders;
• “Order” means an order for Services submitted by Allinners in accordance with this Agreement;
• “Particulars” means the particulars set out in Schedule 1;
• “Payment Notice Period” means the payment notice period specified in the Particulars;
• “Rectification Period” means the rectification period specified in the Particulars;
• “Relevant Authorities” means the relevant local or federal governmental agencies, departments or authorities;
• “Remedy Period” has the meaning set forth in the Particulars;
• “Services” means the provision of services (as detailed in the Particulars) in accordance with the Standard, or any subsequent service approved by Allinners in writing, in accordance with the terms of this Agreement;
• “Standard” means:
  • performed with the highest level of care, skill, diligence and regularity, as required in accordance with best practice in the Freelancer's industry, profession or trade;
  • using personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Freelancer's obligations are fulfilled;
  • ensuring that the Freelancer obtains, and maintains all consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require from the Relevant Authorities and which are necessary to enable the Freelancer to comply with its obligations in this Agreement;
  • fit for any purpose expressly or impliedly made known to the Freelancer by Allinners;
  • complying with all applicable laws and regulations;
  • observing all security requirements that apply to the provision of the Services;

  • not doing or omitting to do anything which may cause Allinners to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business; and

  • not doing or omitting to do anything which may constitute, cause or contribute to any breach by Allinners of any licence or contract binding on Allinners or its Affiliates,

in each case to Allinners’ satisfaction.

• “Termination Notice” has the meaning set forth in the Particulars;and

• “Term” has the meaning set forth in Clause 1.

1.2 In this Agreement:

(a) The table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement.

(b) Any law or decree or any section of any law or decree will be deemed to include reference to any modification or re-enactment thereof for the time being in force and all instruments, orders, regulations, by-laws, permissions and directions at any time made thereunder.

(c) All dates and periods of time are to be construed in accordance with the Gregorian calendar.

(d) Any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding, for the avoidance of doubt, email).

(e) References to “include” or “including” are to be construed without limitation.

(f) Unless the context requires otherwise, words in the singular include the plural and vice versa and a reference to any gender includes all other genders.

(g) References to Clauses and Schedules are to clauses of, and schedules to, this Agreement.  

(h) The Schedules form an integral part of this Agreement.

2. Appointment and Fee 

2.1 Allinners hereby appoints the Freelancer to provide the Services in accordance with the Orders and the terms of this Agreement and the Freelancer hereby accepts such appointment and to provide the Servicers to Allinners in accordance with the terms of this Agreement.

2.2 Subject to fulfilment by the Freelancer of its obligations under this Agreement, Allinners shall pay the Freelancer the Fee within the Payment Notice Period. For the avoidance of doubt, the Fee or any part thereof, is not payable until Allinners has inspected the Services and confirmed that they meet the Standard.

2.3 The Freelancer shall be responsible for paying all taxes, levies, duties, fees and social and medical insurance charges required to be paid by the Freelancer or its employees, subcontractors, representatives or agents under this Agreement or otherwise payable in respect to the performance of the Services pursuant to the laws of the United Arab Emirates or any other country in which the Services are performed and the Fee payable to the Freelancer shall not be adjusted for any of these costs.

2.4 Allinners shall not be obligated to reimburse the Freelancer for any travel or other out-of-pocket expenses incurred in the performance of Services pursuant to this Agreement unless expressly agreed by Allinners in advance.

3. Freelancer’s Obligations

3.1 The Freelancer shall supply the Services to the Standard.  

3.2 The Freelancer shall at all times be in a position to meet Allinners’s Orders in accordance with the terms of this Agreement.

3.3 It is a condition of this Agreement that all of the Services supplied shall be delivered on the date specified, in the Order or otherwise.

3.4 Allinners shall not be deemed to have accepted any Services until it has had reasonable time to inspect them following delivery, or, in the case of a latent defect in the Services, until a reasonable time after the latent defect has become apparent. 

3.5 All risks associated with the Services shall remain with the Freelancer until they are delivered to the Standard in accordance with the terms of this Agreement and Allinners has accepted such Services in accordance with Clause 3.4.

3.6 The Freelancer shall submit a delivery note with the list of Services showing Order number, if any. The Freelancer shall ensure that the Order number, if any is also shown on the corresponding invoice and monthly statements. 

4. Cancellation of Orders

4.1 Allinners may within the Cancellation Notice Period amend or cancel such Order by written notice to the Freelancer. 

4.2 If Allinners amends or cancels an Order, its liability to the Freelancer shall be limited to payment to the Freelancer of all costs reasonably incurred by the Freelancer in fulfilling the Order up until the date of receipt of the notice of amendment or cancellation, except that where the amendment or cancellation results from the Freelancer’s failure to comply with its obligations under this Agreement, Allinners shall have no liability to the Freelancer in respect of it.

5. Rejection of Services

5.1 Without prejudice to any other remedies available to it, Allinners shall have the option to withhold payment of the Fee if Services are not delivered to the Standard and: 

(a) require the Freelancer to repair, replace or take any corrective actions in respect of the rejected Services, to the Standard at the Freelancer’s risk and expense within the Rectification Period; and

(b) claim damages for any other costs, expenses or losses resulting from the Freelancer’s delivery of Services that failed to meet the Standard.

5.2 Any repaired, replaced and/or corrected Services shall be subject to the terms of this Agreement.

5.3 If the Freelancer fails to repair, replace or correct the rejected Services and meet the Standard in accordance with this Clause 5 within the Rectification Period, then Allinners shall have the right to request the Services of an alternate Freelancer at the Freelancer’s cost.

6. Non-Solicitation

6.1 The Freelancer shall not, for a period of two (2) years from the date of expiry of this Agreement or earlier termination (as the case may be) contact or otherwise provide any services similar to the Services to any of the clients of Allinners.

6.2 Allinners shall be entitled to claim damages if the Freelancer commits breach of the terms of clause 6.1.

7. Intellectual Property

7.1 The Freelancer agrees and accepts that Allinners is the sole and exclusive owner of the Logo and that the Freelancer has no proprietary or any other rights in the Logo.

7.2 The Freelancer undertakes that it shall not register the Logo as a trade name or trademark now or at any time in the future.

7.3 The Freelancer may be permitted to Allinners’ Intellectual Property Rights (including but not limited to Intellectual Property Rights relating to marketing genius and platforms) for the purposes of providing the Services pursuant to this Agreement. The Freelancer shall only use those Intellectual Property Rights in connection with the provision of the Services and for no other purposes.

7.4 The Freelancer agrees and accepts that the Intellectual Property Rights in all designs, graphic programming, drawings plans, sketches, specifications and any other information, materials and documents developed or prepared by the Freelancer in performance of the Services and all amendments or additions thereto and any works, designs or inventions of the Freelancer incorporated or referred to therein shall be vested in Allinners.

8. List of Penalties

8.1 If indicated in the Particulars that this Agreement provides for penalties, then the Freelancer shall pay to Allinners the applicable amount in respect of any default or other breach by the Freelancer, or its consultants, employees, agents, sub-contractors or representative under this Agreement in accordance with the List of Penalties.

8.2 The Freelancer agrees and accepts that each penalty in the List of Penalties is a true and reasonable pre-estimate of the loss and damage to Allinners attributable to a corresponding breach.

9. Termination and Consequences of Termination

9.1 This Agreement shall remain in full force and effect from Commencement Date expiring on the Expiry Date, unless terminated earlier in accordance with the terms of this Clause 10 (the “Term”).

9.2 Allinners may terminate this Agreement at any time during the Term without cause by providing the Termination Notice (without the need for a court order, arbitral award or similar judgment) to the Freelancer.

9.3 If the Freelancer fails to meet the Standard on more than one (1) occasion, Allinners shall be entitled to terminate this Agreement with immediate effect without the need for a court order, arbitral award or similar judgment.

9.4 This Agreement may be terminated by the non-defaulting Party by immediate written notice to the other Party, without prejudice to any other rights or remedies available to either Party under this Agreement and at law, in the event that:

(a) a Party commits a material breach of and/or delays the performance of any of the terms of this Agreement, and which has not been remedied within the Remedy Period by the non-defaulting Party; or

(b) a Party becomes bankrupt or insolvent or makes any composition with his or its creditors, is unable to pay his or its debts as and when they fall due, suffers the appointment by creditors of a receiver or manager of its affairs, or suffers any form of proceedings analogous in any way to the foregoing.

9.5 Allinners may terminate this Agreement, without prejudice to any other rights or remedies available to it under this Agreement and at law, in the event that:

(a) the Freelancer suffers any distress, attachment, or execution to believed on its goods or property; or

(b) the Freelancer sells, transfers, assigns or transfers any or part of its business and/or its rights and obligations under this Agreement to a third party in breach of Clause 11.8.

9.6 In the event of termination of this Agreement in accordance with Clause 10.2, Allinners shall be responsible for any outstanding Fee for Services delivered to the Standard in accordance with the terms of this Agreement.

9.7 In the event of termination of this Agreement in accordance with Clauses, 9.3, 9.4 and 9.5, the defaulting Party shall be responsible for any and all direct losses, costs, and expenses incurred by the non-defaulting Party as a result of the termination.

9.8 Allinners shall not be liable to the Freelancer and the Freelancer shall have no further rights or remedies under this Agreement against Allinners except as provided for in this Clause 10.

10. Liability and Indemnity

10.1 The Freelancer shall indemnify and hold Allinners and any of its directors, officers, employees, consultants, agents and representatives harmless from and against any and all liabilities, fines, suits, claims, obligations, damages, penalties, demands, actions, costs and expenses of any kind or nature (including, without limitation, legal fees) which Allinners may suffer or incur arising out of or caused by a breach by the Freelancer or any of its directors, officers, employees, consultants, agents or representatives of any of the terms of this Agreement, or any act or omission under this Agreement by the Freelancer or any of its directors, officers, employees, consultants, agents or representatives.

10.2 The maximum liability of Allinners arising under or in connection with the Agreement shall not exceed the Fee.

10.3 In no circumstances shall a Party be liable for special, consequential, incidental, indirect or punitive losses, damage or expense (including loss of profits or savings) in respect of a breach of any of the terms of this Agreement.

11. Miscellaneous Provisions

11.1 Compliance with Law

The Freelancer shall comply with, observe and perform the rules, regulations, statutes and ordinances related to the Services, including, without limitation, health and safety standards, employment regulations and quality standards.

11.2 Entire Agreement

This Agreement constitutes the entire understanding of the Parties and supersedes cancels and replaces all prior agreements between the Parties.

11.3 Counterparts

This Agreement may be executed in any number of counterparts each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

11.4 Amendments

No modification, amendments or other variation to this Agreement shall be binding on any Party unless agreed in writing by both Parties.

11.5 Rights of Third Parties

Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under Article 252 of Federal Law No. 5 of 1985 regarding civil transactions (as amended from time to time) to enforce or to enjoy the benefit of any term of this Agreement.

11.6 Severability

The illegality or invalidity of any part of this Agreement shall not prejudice the enforceability of any other part, which shall be severable there from.

11.7 Waiver

(a) The failure on the part of either Party to exercise or enforce any right conferred upon it by this Agreement shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

(b) A waiver of any right under this Agreement is only effective if it is in writing and shall apply only to the circumstances for which it is given.

(c) Unless specifically provided to the contrary, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

11.8 Assignment

(a) The Freelancer shall not assign or otherwise transfer its rights or obligations under this Agreement to any third party nor shall it subcontract the Services, or any part thereof, without the prior written consent of Allinners.

(b) Allinners may assign the rights and obligations under this Agreement to an Affiliate.

11.9 Notices 

(a) Any notice given under this Agreement shall be in writing and shall be served by delivering it personally or sending it by courier to the details set out in Clause 11.9(b).

(b) The addresses for service of notices are:

For Allinners

The address details provided in the Particulars

For the Freelancer

The address details provided in the Particulars

(c) Any such notice shall be deemed to have been received:

(i) if delivered personally, at the time of delivery; or

(ii) if sent by courier, on the date of delivery as evidenced by the records of the courier; or

(iii) if delivered through email, upon the delivery of the email as evidenced by the relevant server.

(d) Other than as may be specifically required by this Agreement, the standard response time for both Parties shall be two (2) days.

(e) Allinners shall be given one week’s advance notice in writing before any purported change in the Freelancer’s notice details.  

11.10 Further Assurance

Each Party agrees, at its own cost, to execute and deliver to the other such additional documents, and take such additional actions as may be reasonably necessary in order to implement and give full legal effect to this Agreement.

11.11 Independent Contractors

Nothing set out in or done in accordance with the terms of this Agreement shall be interpreted as creating joint and/or several liability, a partnership, a principal and agent relationship or an employer and employee relationship between the Parties or make this Agreement a joint venture.

11.12 Force Majeure

Neither Party to this Agreement shall be considered to be in default or in breach of its obligations under this Agreement to the extent that performance of such obligations is prevented by any Event of Force Majeure which arises after the date of this Agreement.  If either Party considers that an Event of Force Majeure has occurred which affects its performance under this Agreement, it must immediately notify the other Party as soon as possible.  Such notice must include full and detailed particulars of such circumstances and effect.

11.13 Confidentiality 

(a) Each Party undertakes that it shall not and shall ensure that its shareholders, directors, employees, contractors, suppliers or other service providers shall not at any time disclose to any person any Confidential Information except as permitted by Clause 11.13(b).

(b) Each Party may disclose the other Party’s Confidential Information:

(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall procure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with this Clause 11.13; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither Party shall use the other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.

(d) The provisions of this Clause 13.15 shall survive expiry or earlier termination of this Agreement.

Allinners shall be entitled to terminate this Agreement under clause 9.4 and claim damages if the Freelancer commits a breach of any of the terms of clause 11.13.

11.14 Survival of Obligations

On termination of this Agreement the following clauses shall survive and continue in full force and effect:

(a) Clause 10 (Liability and Indemnity);

(b) Clause 11.13 (Confidentiality); and

(c) Clause 12 (Disputes).

11.15 Costs

Each Party shall bear its own costs and expenses incurred in relation to the negotiation, preparation and execution of this Agreement.

12. Non-Disparagement 

12.1 The Freelancer covenants and agrees that, during the Term and after the termination or expiry of this Agreement for any reason whatsoever, it will not, directly or indirectly, and, if applicable, it shall use reasonable efforts to ensure that its directors, officers, employees, contractors, consultants, shareholders, subsidiaries, affiliates, agents, advisors, successor and assigns do not: (a) say, publish, or otherwise transmit any statements, whether oral or written, to any other party whomsoever that may be intended to or that may have the effect of defaming Allinners and its present, former and future Representatives, successors and assigns, or be of defamatory nature, or that may disparage, call into disrepute, libel, slander or cause injurious falsehood to Allinners and its present, former and future Representatives, successors and assigns; or (b) engage in any conduct or pattern of conduct that involves the making or publishing of written or oral statements or remarks, including, without limitation, the repetition or distribution of rumours, allegations, reports or comments, which are disparaging, deleterious or damaging to the integrity, reputation, business or goodwill of Allinners and its present, former and future Representatives, or any of the present, former and future products and services offered thereby.

12.2 The Freelancer agrees that any breach of the provisions of Section 12.1 by it or its Representatives, successor and assigns would result in irreparable and material injury and damage to Allinners, including the business and goodwill of Allinners, for which Alllinners would have no adequate remedy at law. The Freelancer therefore also agrees that in the event of said breach or any threat of breach, Allinners shall be entitled to specific performance and/or an immediate injunction and restraining order to prevent such breach or threatened breach by the Freelancer and any and all entities acting for or with the Freelancer without having to prove damages or paying a bond, in addition to any other remedies to which Allinners may be entitled at law or in equity. The provisions of this Section 12.2 shall not prevent Allinners from pursuing any other available remedies for any breach or threatened breach hereof, including the recovery of damages from the Freelancer. The Freelancer agrees that it shall not plead sufficiency of damages as a defence in the proceeding for such injunctive relief.

13. Disputes 

12.3 The existence of a dispute of any form does not in any way excuse a Party from performance of this Agreement, including, but not limited to, the payment of any undisputed sums or the undisputed portion of any sum due and payable under this Agreement.

12.4 This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Sharjah and the applicable federal laws of the United Arab Emirates. The Parties agree to submit to the exclusive jurisdiction of the Sharjah Courts in case of any dispute or difference arising out of or in connection with the formation, performance, interpretation, nullification, termination or invalidation of this Agreement, provided always that Allinners has the option but not the obligation to bring any action against the Freelancer in any other jurisdiction.

 

In Witness Whereof the Parties have executed this Agreement on the date first above written.

 

 

Schedule 1
Particulars

 

	Allinners	Allinners LLC, TRN number 100476759400003, fiscal address Office 10, Level 1 Sharjah Media City Sharjah 487177, United Arab Emirates.
	Trade Licence or Commercial Licence Number	1803755.01
	Address for Notices	Finance@allinners.com
	Freelancer	, Fiscal Code , fiscal address .
	Address for Notices
	Services	Customer Management & Sales Services as more specifically described in Schedule 2.
	Payment Terms	means the terms of payment of the Fee, as more specifically described in Schedule 3.
	Payment Notice Period	means 7 days immediately after the receipt of an undisputed invoice from the Freelancer accompanied by a receipt acknowledging Allinners’ acceptance that the Services have been delivered to the Standard in accordance with Clause 3.
	Cancellation Notice Period	means 2 days immediately after placing an Order during which an Order may be canceled in accordance with Clause 4.1.
	Rectification Period	means 24 hours immediately after being requested to repair, replace or take any corrective actions in respect of the Services by Allinners in accordance with Clause 5.1(a).
	Remedy Period	means 24 hours immediately after the receipt of a notice of default by the non-defaulting Party pursuant to Clause 10.4(a).
	Penalties	details of which are provided in the List of Penalties in Schedule 4.
	Commencement Date	The date of this Agreement.
	Expiry Date	4/11/2021
	Termination Notice	means a notice from Allinners to the Freelancer, in writing, terminating this Agreement, in accordance with Clause 9.2 with at least  7 days’ notice.

 

 

Schedule 2
Services

The Freelancer shall provide the following Services to Allinners under this Agreement: 

• Flexible Schedule arranged week by week (min 20 hours availability)
• Sales Phone Calls to sell products of the company
• Mandatory presence during company training and onboarding
• Creating daily reports on the company CRM
• Performing calls from a laptop, with excellent audio/video devices using Hubspot
• Having a personal Italian phone number to perform calls through Hubspot

 

Schedule 3
Fee

1. The freelancer will get paid a percentage of 10% for every sale calculated on the price of the product sold when personally qualifying and closing the deal.
   
   

   Example:

   For the sale of a product with a price of 1000 euro, the commission is 100 euro for each sale.

2. The freelancer will help other Closers to qualify prospects and will get paid a 2% for every sale closed by the Closer they set the call for using the HUBSPOT CRM PIPELINE assigned by the company. The fee of 2% is calculated on the price of the product sold by the Closer the freelancer is qualifying prospects for.

Example:

The freelancer connects with a prospect of the company and qualifies its needs as a Specialist. Later, the freelancer communicates through the CRM to the Closer that the prospect is ready for a closing call. If the Closer accepts the call and closes the sale, the freelancer gets paid 2% of the full price of the sale.

Example:

If a Closer closes a deal of 1000 euro for an appointment set by the Specialist, the commission will be 20 euro.

Telephone calls made by the agent will be subject to the following conditions:

• The call must be assigned to the freelancer by the company
• After the assignment of a time slot for the call, the freelancer can perform the call

Call performed with no authorization generating in sales will not result in commissions paid to the freelancer.

 

Schedule 4
List of Penalties

Disappearing and not reporting for more than 72 hours:

1^st time: Written Warning

2^nd time: Penalty of 500 euro

3^rd time: Penalty of 1000 euro

4^th time: Termination of agreement

This penalty does not apply if any obligations are prevented by an Event of Force Majeure.

Data Breach for not protecting sensitive data of customers:

Immediate Termination of The Agreement.

Downloading database files from the CRM Mailing List or customer data without permission:

Immediate Legal Action and request of economic compensation for irreparable damages to the company.

Selling data to third parties without written authorization from Allinners LLC:

Immediate Legal Action and request of economic compensation for irreparable damages to the company.

 

 

Signatures

 

Signed for and on behalf of the Freelancer:		Signed for and on behalf of the Company: