Consultancy AGREEMENT

This Consultancy Agreement (the "Agreement") is made on April 28th 2021 (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. Name: , Address:  , P.va / C.F.:  (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 the necessary skills and resources to provide the Services; and

 

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

 

              Capitalised 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 capitalised words and terms shall have the meanings ascribed to them below:

“Agreement”   "Confidential Information"	means this consultancy 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;
"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, act of foreign enemies, rebellion, revolution, insurrection, terrorist action, military or usurped power, civil war, labour lock-outs, strikes, labour strikes or other industrial disputes, riot, civil commotion, disorder, decree of any relevant government authority;
"Services"	means the consultancy services on digital marketing strategies to be provided by the Service Provider to the Client under this Agreement as more particularly set out in Schedule 1; and
"Term"	means the period from the Commencement Date until the completion of the Services by the Service Provider.

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 Client hereby appoints the Service Provider to provide the Services and the Service Provider hereby accepts the appointment to perform 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 otherwise stated, shall continue in full force and effect during the Term.

4. fee and 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 100% in advance before the provision of the Services, unless otherwise set out in Schedule 2.

   • 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 and receipt of the Services.

   • 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.

   • 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.

   • 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 authorised 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 Services shall be provided by the Service Provider without any warranties in connection with the usability, successful application 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.

10. Termination

    • The Service Provider shall have the right, at its sole discretion, to either (completely or partially) suspend the provision of the Services or terminate this Agreement forthwith by a written notice to the Client (without requirement for 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.

11. 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 wilful act or omission of the Client or its officers, employees, agents or contractors in connection with this Agreement.

12. Limitation of liability

    • The Service Provider’s total and maximum liability under this Agreement shall be limited to an amount that is equal to fifty (50%) per cent of the Fee actually received by the Service Provider under this Agreement, expect for the liability arising out of the gross negligence and wilful 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.

13. CONFIDENTIALITY

    The Client hereby agrees to indemnify and hold harmless the Consultant and all its directors, officers, employees, contractors, consultants, shareholders, subsidiaries, affiliates, agents or advisors Representatives (together with the Consultant and its successors and assigns, each an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, actions, demands and expense (including any and all legal fees and other expenses incurred in investigating or defending against any claim, action, lawsuit, demand, administrative proceeding or investigation, whether commenced or threatened) (collectively, the "Losses") to which an Indemnified Party may become subject in connection with the provision of the Consultancy Services, including Losses for breaches by the Client of any representation, warranty, covenant or obligation of the Client contained in this Agreement and Losses for loss of life, personal injury and damage to property; provided that the indemnity in this Section 9.1 shall not be available to any Indemnified Party in respect of Losses arising out of the fraud, willful misconduct or gross negligence of the Indemnified For the purposes of this Section 9.1 "gross negligence" shall not include any act or omission of the Indemnified Party done or omitted to be done, if such act or omission was done in compliance with the express direction or agreement of the Client or in good faith by the Indemnified Party to protect property. Neither the Consultant nor any of its representatives makes any guarantees, representations or warranties of any kind or nature, express or implied with respect to the Consultancy Services, including, without limitation, any express or implied warranty of merchantability, fitness for any particular purpose, or future business success, income, or sales of the client to be obtained as a result of the Consultancy Services. The Client acknowledges and agrees that it was not induced to enter into this Agreement as result of any such claims.  In no event shall the Consultant or any of its Representatives be liable to the Client for any indirect or consequential loss, loss of profits, decline in earnings, decline in production, loss of opportunities, loss of goodwill or any other indirect damages or loss related to the provision of the Consultancy Services, howsoever arising (notwithstanding the provisions of any applicable law or legislation or otherwise and whether or not advised of the possibility of those damages) and whether arising in contract, tort or otherwise. If, despite any other provision of this Agreement, a court of competent jurisdiction in a final and non-appealable judgement determines there is liability of the Consultant or its Representatives to the Client or any other third party that arises out of or is in any way connected to this Agreement, then the Consultant and its Representative's aggregate liability for all damages, losses and causes of action whether in contract, tort (including negligence) or otherwise, either jointly or severally, shall not exceed more than half the amount of the Fee amount for the Term.

14. 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 Commencement 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. If the Event of Force Majeure continues for than [three (3) months], the Parties shall terminate this Agreement mutually under clause 8.

15. 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.

16. miscellaneous

    • Entire Agreement

This Agreement and the [terms of use and privacy policy] at https://besupergenius.com constitute the entire agreement between the Parties and supersedes 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 sub-contract 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 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.

17.  Non-Disparagement

• Both the Parties agree and undertake that during the Term and after the termination or expiry of this Agreement for any reason whatsoever, both Parties 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:

   

  • 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 the other Party 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 the other Party and its present, former and future representatives, successors and assigns; or

   

  • 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 the other Party and its present, former and future Representatives, or any of the present, former and future products and services offered thereby.

18.  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

SERVICE N°1:

The Service Provider shall provide two (2) strategic consulting call as follows:

1. One strategic consulting call of the duration of 1 hour on the topic: how to prepare and launch a digital course online

2. One strategic consulting call of the duration of 1 hour on the topic: media buying and promotion

All calls must be done on the platform ZOOM.

The Client will receive the registration of the calls.

The Client may receive some contents to implement the strategy from the Service Provider, this is at the Service Provider’s sole discretion and may not apply to the Services.

The client will receive a preliminary survey to share informations and has the option to schedule a 15 minute preliminary call to decide the topics of the consulting calls.

SERVICE N°2:

The Service Provider will also provide a professional web design service as follows:

Design of a membership website to host up to three courses with professional copywriting (max 8 full webpages with professional copywriting)

The client will sustain all costs related to extra services or extra requests such as:

copywriting of extra pages (beyond the 8th)

Additional features besides the membership area

Extra plugins and softwares

Server Host & domain costs

Technical Web support beyond the 3 month period after completion

Video hosting

The completion of the project may take up to 90 days and the service provider is not responsible of any delays caused by 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 15,000€ (fifteen thousands euro).

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

1. 15,000€ (four thousands euro) to be paid upon signing this Agreement.

The  consulting call and the web design services will be performed if the payment has been received by the Service Provider. It is the responsibility of the Client to ensure that the payment has been received by the Service Provider in advance.

In case the Client does not show up for the call, the Service Provider is hereby authorised by the Client to charge the Client’s credit card, PayPal or bank account (as the case may be) for the relevant call missed by the Client.