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AGREEMENT

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This Agreement (the "Agreement") is made on (the "Commencement Date")

BETWEEN:

1. Allinners LLC, a limited liability company incorporated in Sharjah Media City (Shams) with license number 1803755.01, of Office 10, Level 1, Sharjah Media City, Sharjah, United Arab Emirates (the “Service Provider"); and
2. with identification number , resident in   (the "Client").

(The Service Provider and the Client are hereinafter each referred to as a "Party" and collectively as the "Parties").

RECITALS:

1. The Service Provider has developed a service for third parties; and

 

1. The Client wishes to engage the Service Provider and the Service Provider is willing to provide video shooting and video editing services with the Client in accordance with the terms and conditions of this Agreement.

 

              Capitalized terms used but not defined above shall have the meaning given to such terms below.

 

NOW IT IS HEREBY AGREED BY THE PARTIES as follows:

 

1. Definitions

1.1         In this Agreement, unless the context otherwise requires, the following capitalized words and terms shall have the meanings ascribed to them below:

“Agreement”   "Confidential Information"     “Services”	means this service agreement, together with the Recitals and all the Schedules.   means all commercial, legal, financial and/or any other information of a proprietary nature about one Party obtained by the other Party which is commercially sensitive in nature, whether written, oral or otherwise;   means the online Services on video shooting and editing to be provided by the Service Provider to the Client under this Agreement as more particularly set out in Schedule 1;
"Fee"	means the fee, details of which are set out in Schedule 2, payable by the Client to the Service Provider in accordance with clause 4;
"Force Majeure Event"	means an event beyond the reasonable control of any of the Parties directly affecting the obligations of any of the Parties under this Agreement, including but not limited to, fire, storm, tempest, flood, other exceptionally inclement weather conditions or climate change, lightning, explosion, earthquake, war, hostilities, invasion, an act of foreign enemies, rebellion, revolution, insurrection, terrorist action, military or usurped power, civil war, labor lock-outs, strikes, labor strikes or other industrial disputes, riot, civil commotion, disorder, a decree of any relevant government authority;
"Term"	means the period from the Commencement Date until the [completion of the relevant Course].

1.2         Unless the context otherwise requires or admits references in this Agreement to:

1.2.1      clauses, paragraphs, and Schedules shall be references to clauses and paragraphs of and Schedules to this Agreement;

1.2.2      any enactment should be construed as a reference to every amendment or re-enactment (whether before or after the Commencement Date) and to any previous enactment which such enactment has replaced (with or without amendment) and any regulation or order made under such enactment; and

1.2.3      the singular includes the plural and vice versa.

1.3         Headings and titles in this Agreement are used for ease of reference only and shall not affect the interpretation of this Agreement.

1.4         The recitals and the Schedules form part of and are deemed to be incorporated in this Agreement.

 

2. Services

With effect from the Commencement Date, the Service Provider hereby agrees to provide the Services and the Client agrees to purchase the Services in consideration of the Fee and in accordance with the terms and conditions set out in this Agreement.

3. Term

This Agreement shall come into force on and from the Commencement Date and, unless terminated earlier, shall continue in full force and effect during the Term.

4. Feeand payment terms
   • In consideration for the Service Provider performing the Services, the Client shall pay to the Service Provider the Fee in accordance with the terms of Schedule 2.
   • The Fee shall be invoiced by the Service Provider to the Client and paid by the Client in the payment plan set out in Schedule 2 to this Agreement. The Fee shall be payable by credit card, PayPal, or bank transfer.
   • The Client hereby acknowledges and agrees there will be no refunds provided by the Service Provider to the Client for any Fee paid under this Agreement under any circumstances. It is agreed that once the Fee has been paid, the only course of action for the Parties shall be to comply with the terms of this Agreement in connection with the provision of the Services.
   • Without prejudice to any other right or remedy that the Service Provider may have, if the Client fails to pay the Service Provider in accordance with this Agreement any sum due under this Agreement, the Service Provider may suspend all Services until such payment has been made in full or terminate this Agreement pursuant to clause 8.
   • All sums payable to the Service Provider under this Agreement shall become due immediately on its termination, despite any other provision of this Agreement.
   • The Fee is exclusive of all taxes (whether being value-added taxes, corporate, individual income, revenue, profits, wealth or other similar taxes), duties, levies or imposts (the “Taxes”) which may be levied under the applicable laws in relation to the Services from time to time during the Term. The Client shall be responsible for the payment of the taxes required under the applicable laws.
   • Notwithstanding any other rights and remedies of the Service Provider, the Client shall pay a penalty for late payment of any sum due to the Service Provider under this Agreement, from and including the due payment date until and including the date on which the payment is made to the Service Provider. Any penalty for late payment payable hereunder shall be at the rate of 12% per annum calculated on a daily basis until full payment of all outstanding amounts and accrued penalty thereon has been paid by the Client to the Service Provider.
5. REPRESENTATIONS AND WARRANTIES
   • Each Party warrants, represents and undertakes to the other Party that:

 

• it has full capacity and authority to enter into and perform its obligations under this Agreement and that this Agreement is executed by a duly authorized representative;
• it has obtained any licenses and approvals necessary to discharge its obligations under this Agreement and pursuant to all applicable laws; and
• it is not aware of anything which might or shall adversely affect its ability to perform its obligations under this Agreement.

 

6. Disclaimers

The Client shall accept the provision of the Services on the basis that the Courses shall be provided by the Service Provider without any warranties in connection with the use or benefits associated with the Services. The Service Provider shall under no circumstances be responsible for any specific results or outcomes that may or may not be achieved by the Client through the Services.

7. Client's Obligations
   • The Client shall provide the Service Provider in a timely manner with any information and documents as the Service Provider may reasonably require for the proper performance of its obligations under this Agreement;

7.2         The Client agrees that the Services are being provided by the Service Provider pursuant to a site survey conducted by the Service Provider and that any deviation by the Client from the site survey shall be at the sole responsibility of the Client. 

8. Termination
   • The Service Provider shall have the right, at its sole discretion, to either (completely or partially) suspend the provision of the Courses or terminate this Agreement forthwith by written notice to the Client (without a requirement for a court order, arbitral award, written notice or other action and without prejudice to any other rights or remedies available to the Service Provider under this Agreement and at law) in the event that the Client fails to make payment of the Fee in accordance with the terms of this Agreement, and which failure has not been remedied by the Client within fifteen (15) days of the receipt of a written notice (by email) from the Service Provider.
   • If the Agreement is terminated by the Service Provider pursuant to clause 8.1, the Client agrees that any Fee paid by the Client to the Service Provider under this Agreement shall stand forfeited and the Client shall have no rights to access any of the Services performed.
   •  
9. Indemnity
   • The Client shall indemnify and keep indemnified the Service Provider, its subsidiaries, associated companies, officers, employees, agents and contractors in full against all losses, damages, costs, and expenses of any nature whatsoever claimed against or incurred or paid by the Service Provider directly and/or indirectly as a result of or in connection with:
     • a breach by the Client of any provision of this Agreement; and
     • any negligent or willful act or omission of the Client or its officers, employees, agents, or contractors in connection with this Agreement.

10. Limitation of liability
    • The Service Provider’s total and maximum liability under this Agreement shall be limited to an amount that is equal to the Fee received by the Service Provider under this Agreement, except for the liability arising out of the gross negligence and willful misconduct of the Service Provider.
    • In no event shall the Service Provider be liable for any loss of profits, revenues or savings, or any special, incidental, or consequential damages or for the misuse or abuse of the Premises by the Client or any third parties.
11. CONFIDENTIALITY
    • Each Party shall keep in strict confidence all Confidential Information received or disclosed to it by the other Party.
    • Each Party may only disclose such Confidential Information:
      • to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the obligations under this Agreement; and
      • as may be required by law, court order, or any governmental or regulatory authority.
    • Each Party shall ensure that its employees, officers, representatives, advisers, agents, or subcontractors to whom it discloses the Confidential Information comply with the confidentiality obligations as set out in this clause.
12. Force Majeure
    • Neither Party shall be considered to be in default or in breach of its obligations under this Agreement if the performance of such obligations is prevented by any circumstances of Force Majeure which arise after the Commencement Date.
    • If a Party considers that an event of Force Majeure has occurred such Party shall: (a) notify the other within five (5) days after the commencement of the Force Majeure event, providing full and detailed particulars of the nature of the Force Majeure event; and (b) notify the other Party within five (5) days after the cessation of the Force Majeure event and provide supporting evidence of the commencement, duration, and cessation of the Force Majeure event to the satisfaction of the other Party.
    • Both Parties shall take all reasonable measures to minimize the effect of any Force Majeure event and to use their best endeavors to continue to perform their obligations under this Agreement, so far as reasonably practicable.
    • The Client shall continue to comply with its payment obligations under clause 4 during the Force Majeure event in relation to the Services provided by the Service Provider before and during the occurrence of the Force Majeure event.
13. Notice
    • Any notice, communication or demand to be given or made by or to the Client or the Service Provider under this Agreement shall be in writing and shall be delivered personally, sent by courier or by fax to the Party due to receive such notice at the Party’s address set out in this Agreement (or such other address as either Party may advise the other in writing). Any such notice, communication or demand given or made shall be deemed to have been received:
      • if delivered personally or by courier, at the time of delivery as evidenced by a delivery receipt or the records of the courier;
      • if sent by courier, on the date of delivery as evidenced by the records of the courier; or
      • if sent by fax, at the time of transmission, as evidenced by the fax transmission report.

14. miscellaneous 
    • Entire Agreement

This Agreement and the [terms of use and privacy policy] at https://besupergenius.com  constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understanding or agreement between them, whether written or oral, relating to its subject matter. In the event of any discrepancy between the terms of this Agreement on one hand and [terms of use and privacy policy] at https://besupergenius.com on the other hand, the terms of this Agreement shall prevail.

• Severability

If any part of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other conditions or terms of this Agreement which shall remain in full force and effect. If any part of this Agreement is so found to be invalid or unenforceable but would cease to be invalid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.

• Sub-Contracting

The Service Provider may subcontract any part of the Services to any third party, provided that the Service Provider shall remain wholly liable for the performance of the Services under this Agreement.

• No Waiver

Failure by either Party on any occasion to insist upon observance or performance by the other Party of any covenant or obligation herein contained shall not amount to a waiver of such breach or acceptance or such variation by a Party. Furthermore, no waiver by either party of any breach of any covenant, obligation or provision in this Agreement express or implied shall operate as a waiver of another breach of the same or of any covenant, obligation or provision of this Agreement express or implied.

• Variation

Except as expressly provided herein, no variation of this Agreement shall be valid unless it is in writing, dated and signed by the Parties.

• Status

Each Party is an independent contractor and is not the agent, partner, or legal representative of the other Party for any purpose.  Neither Party has any right or authority to incur, assume or create, in writing or otherwise, any obligation for or on behalf of such other Party or to exert any control over any of such other Party's staff, all of whom are and will remain under the control of such other Party.

• Novation/Assignment
  • The Parties hereby agree that neither Party shall novate, assign, or otherwise deal with this Agreement without the prior written consent of the other Party (which may be granted or withheld at the respective Party’s sole discretion).
  • Unless otherwise agreed by the Parties, any permitted novation/assignment shall not release the novating/assigning Party from its obligations under this Agreement.
• Language

This Agreement has been negotiated and drafted in the English language. If an Arabic translation is prepared for any reason whatsoever, the English text and interpretation shall prevail in the event of any conflict. 

• Duty to Mitigate

In all cases, the Party claiming a breach of this Agreement in accordance with this Agreement shall be obliged to take all reasonable measures to mitigate the loss or damage which has occurred or may occur. Such reasonable measures shall not be construed as an obligation on either Party to incur costs or to do anything in breach of this Agreement or the applicable laws.

15. Governing Law and Jurisdiction
    • This Agreement shall be governed by and construed in accordance with the laws and regulations in force in the Emirate of Sharjah and the federal laws of the United Arab Emirates.
    • Any dispute arising out of or in connection with this Agreement shall be referred to the courts of the Emirate of Sharjah, which shall have exclusive jurisdiction to hear such dispute.

IN WITNESS WHEREOF the Parties have signed this Agreement on the dates below to be effective as of the Commencement Date.

Schedule 1

Services

The Service Provider shall provide the following Services to the Client:

1. Shooting of 25 (twenty-five) professional videos in the client location
2. Editing of the videos and graphic design of 25 (twenty-five) thumbnails
3. Delivery of the edited videos and graphic designs in accordance with the details shared in the proposal

The technical details of the service have been described in a separate proposal which has been accepted and signed by the client.

The client may request 1 (one) amendment to the edited videos requesting to adjust the editing.

Extra videos and extra amendments could be requested from the client but will result in extra charges for the client.

Schedule 2

        Fee Details

The total fee payable by the Client to the Service Provider for the provision of the Services shall be 2997 euro to be paid in advance to perform the services described in the schedule 1.

The Client hereby expressly authorizes the Service Provider to charge its account with a credit card, PayPal or bank (as the case may be) with such amount and on such date that is set out below:

1.  Full payment of the services of 2997 euro at the moment of accepting this agreement

The Service Provider is hereby authorized by the Client to charge the Client’s credit card, PayPal or bank account (as the case may be) in accordance with the above timelines.

The client accepts to provide all information required by the Service Provider in a maximum period of 3 months to complete the creation of the website

(1) SIGNED for and behalf of the Client
(2) SIGNED for and on behalf of the Service Provider

 

		Signed by the service provider