BETWEEN:

• 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(hereinafter the “Allinners”).
• , resident of , holding nationality with passport number (hereinafter the“Client”).

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

WHEREAS:

1. The Client wishes to appoint Allinners to render the Coaching Services through Coaches;
2. Allinners is agreeable to such appointment for rendering Coaching Services to the Client in accordance with the terms and conditions of this Agreement; and
3. The Parties have agreed to enter into this Agreement to set out the terms and conditions on which the Parties shall act with respect to the Coaching Services.

 

IT IS AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement:

• “Agreement” means this Agreement together with its Schedules;
• “Business Day” means a day on which banks are generally open for normal business;
• “CoachingServices” means the provision of coaching services as set out in the Schedule 1 or any subsequent service approved by the Client in writing, in accordance with the terms of this Agreement;
• “Commencement Date” means the date on which this Agreement has been signed by the Parties;
• “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, pandemics, accidental or malicious damage and decisions of government or legal authority;
• “Fee” means the fee payable to Allinners for the Coaching Services in accordance with Schedule 2;
• “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; and
• “Term” has the meaning set forth in Clause 10.

1.2 In this Agreement:

(a) The 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

The Client hereby appoints Allinners to provide the Coaching Services through assigned Coaches and Allinners hereby agrees to provide the Coaching Services to the Client in accordance with the terms of this Agreement effective as of the Commencement Date.

3. FEE 

3.1 Subject to fulfilment by Allinners of its obligations under this Agreement, the Client shall pay Allinners the Fee in accordance with the terms of Schedule 2.

3.2 The Client shall be responsible for paying all taxes, levies and bank transfer charges, required to be paid by Allinners or its employees, subcontractors, representatives or agents under this Agreement or otherwise payable in respect to the Fee pursuant to the applicable law in which the Coaching Services are performed and the Fee payable to Allinners shall not be adjusted for any of these costs.

4. Scope of the Agreement

4.1 The Client shall receive the Coaching Services through our registered partner coaches (the “Coach”) through online sessions (the “Sessions”).

4.2 The Client agrees and undertakes that the Sessions are provided by the Coaches who are independent contractors and are not employees or agents of Allinners. These Coaches are also responsible for customer service related to the Sessions, which includes responsibility for the nature, quality, and content of the Session, as well as any disputes regarding scheduling, reservation, cancellation, adjustments, functionality, and issues concerning experience with the Session.

4.3 The Client agrees that Allinners is not responsible for any acts of the Client during or in relation to any Session and the Client expressly releases Allinners from any liability arising from such actions.

5. NON-EXCLUSIVE

The Parties hereby agree that the Coaching Services provided by Allinners to the Client are not exclusive and neither Allinners nor their representatives shall be precluded from providing similar services to any other person, individual, corporation, partnership, joint venture or other entity (collectively, "Person") during or after the Term even if such Person competes, directly or indirectly, with the Client, provided that such other services shall not prevent Allinners from providing the Coaching Services to the Client pursuant to this Agreement.

6. ALLINNERS’ OBLIGATIONS

6.1 Allinners shall provide the Coaching Services to the Client in accordance with the terms of this Agreement.

6.2 Allinners shall ensure that the Coaching Services are as per the Standard. For the purposes of this clause, “Standard” means:

(a) performed with the highest level of care, skill, diligence and regularity, as required in accordance with best practice in Allinners's industry, profession or trade;

(b) using personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the obligations are fulfilled;

(c) ensuring that Allinners 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 Allinners to comply with its obligations in this Agreement;

(d) complying with all applicable laws and regulations;

7. CLIENT’S OBLIGATIONS

7.1 It is the responsibility of the Client to maintain contact with the assigned Coach and plan the Sessions under the Coaching Services.

7.2 It is the responsibility of the Client to participate in the Sessions on time and to act with respect and professionalism.

7.3 It is the responsibility of the Client to connect and maintain contact with the assigned Coach and to apply what is discussed in the Sessions.

7.4 Client agrees that the Coach is not obliged to provide one or more recovery Sessions in case the Client does not show up for a scheduled Session.

7.5 The Client agrees that it shall provide all assistance, information, content, documents, co-operation, feedback and other details or materials in respect of the Coaching Services, as sought by Allinners, in a timely manner in order for Allinners to complete its obligations under the Agreement. 

7.6 The Client further agrees to be bound by other terms as set out in Schedule 3.

8. OWNERSHIP OF INTELLECTUAL PROPERTY

8.1 Any materials prepared and developed by Allinners for the Client under the provision of the Agreement, including all documents, social media traffic heat maps, organization chat, sketches, notes, marketing plans, social media strategies, reports, data, models, and samples ("Work Products"), shall be the property of Allinners when prepared, whether delivered to Client or not. However, the Work Product shall not be transferred, shared or used by the Client in any way that it conflicts with the obligations of the Parties or used for anti-competitive work against Allinners or their representative.

8.2 The Client agrees and accepts that the Intellectual Property Rights in all designs, drawings plans, sketches, specifications and any other information, materials and documents developed or prepared by Allinners in performance of the Coaching Services and all amendments or additions thereto and any works, designs or inventions of Allinners incorporated or referred to therein shall vest with Allinners. Allinners hereby grants to the Client to use the Intellectual Property Rights only for their own personal use.

9. PENALTY

9.1 The Client agrees and accepts that any delay in payment of Fee shall incur an interest of 12 % per annum, until actual payment of the Fee, and that the same is a true and reasonable pre-estimate of the loss and damage to Allinners attributable to such delay.

9.2 The Client agrees and accepts that Allinners shall be entitled to terminate the Agreement with immediate effect if there is a breach of clause T under Schedule 3. Further, the Client shall be liable to pay damages of 1,500 euro which the Client agrees is a true and reasonable pre-estimate of the loss and damage to the Allinners attributable to the corresponding breach.

10. TERMINATION AND CONSEQUENCES OF TERMINATION

10.1 This Agreement shall remain in full force on the Commencement Date for a period of (the “Initial Term”), subject to clause 9.2 and unless terminated earlier in accordance with the terms of this Agreement (the “Term”).

10.3 If the Client is found in breach of any of the terms or conditions of this Agreement or causes delays of payment of Fee under the Agreement, Allinners may send written notice (the “Notice”) to the Client, specifying the breach and/or delay. The defaulting party shall have fifteen (15) days to cure the specified breach or delay.

10.4 Allinners may terminate this Agreement with immediate effect by delivering notice of termination (the “Termination Notice”) to the Client after the expiry of fifteen (15) day period under the Notice without the need for a court order, arbitral award, or similar judgment.

10.5 In the event of termination of this Agreement, the Client shall pay the outstanding Fee, if any, to Allinners. Any Fee already paid to the Allinners shall stand forfeited if the termination is made under clause 10.

11. LIABILITY AND INDEMNITY

11.1 The Client 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 Client 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 Client or any of its directors, officers, employees, consultants, agents or representatives.

11.2 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.

12. WARRANTIES AND LIMITATION OF LIABILITY

12.1 Each party represents and warrants to the other that (i) it has the right and power to enter into this Agreement; (ii) it is not under any obligations, contractual or otherwise, to any other entity that might conflict, interfere, or be inconsistent with any of the provisions of this Agreement; (iii) it shall comply with all foreign, federal, state and local laws, rules and regulations necessary for it to perform its obligations under this Agreement; and (iv) it has obtained licenses and approvals necessary to discharge its obligations under this Agreement and pursuant to all applicable laws; and

12.2 Without limiting the generality of the foregoing, the liability of Allinners shall be limited, in the aggregate, to the Fee paid or payable by the Client to Allinners under this Agreement.

13. DISCLAIMER

Allinners makes no representation or warranty whatsoever with respect to the Coaching Services or its content, the results to be obtained from the Coaching Services by the Client. In particular, Allinners shall under no circumstances be responsible for any specific results or outcomes that may or may not be achieved by the Client through the Coaching Services.

14. MISCELLANEOUS PROVISIONS 

14.1 Compliance with Law

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

14.2 Entire Agreement

This Agreement along with the terms and conditions for the website of Marketing Genius, owned by Allinners, constitutes the entire understanding of the Parties and supersedes cancels and replaces all prior agreements between the Parties.

14.3 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.

14.4 Amendments

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

14.5 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.

14.6 Severability

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

14.7 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.

14.8 Sub-Contracting

Allinners may sub-contract any part of the Coaching Services to any third party at their sole discretion.

14.9 Notices 

Except as otherwise provided under the Agreement, all notices, requests, consents, approvals, acknowledgments, and other communications shall be in writing and are to be addressed by any Party at the details set out in the beginning of the Agreement, by personal delivery, courier, registered post, or email.

14.10 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.

14.11 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.

14.12 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 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.

14.13 Confidentiality 

(a) Each Party undertakes that it shall not at any time disclose to any person any Confidential Information except as permitted under the Agreement.

(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 ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with the confidentiality obligations as set out in this clause;

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

(iii) to any third party with the written consent of the Party to whom the information relates to.

(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 shall survive the expiry or earlier termination of this Agreement.

14.14 Survival of Obligations

Provisions of this Agreement that, by their term, require performance after the termination or expiration of this Agreement shall survive.

14.15 Costs

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

14.16 Conflict of Interest

That Parties have no business, professional, personal, or other interest, including, but not limited to, the representation of other clients, that would conflict in any manner or degree with the performance of its obligations under this Agreement.

15. Applicable Law and Jurisdiction

15.1 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.

15.2 This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Sharjah and applicable federal laws of the United Arab Emirates.

15.3 The Parties agree to submit to the exclusive jurisdiction of the courts of the Emirate of Sharjah, 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.

 

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

 

 

SCHEDULE 1

Coaching Services

1. Coaching Services is a very specific type of service and shall include Sessions for the purposes of empowering the Client’s SMM skills.
2. The Coaching Services may include Sessions on related topics to social media management and the Accademia SMM mentorship program.
3. The SMM Coaching Service is aimed to help professionals to achieve better results during or after the Accademia SMM program.

 

SCHEDULE 2

FEE

The total fee payable by the Client to the Service Provider for the provision of the Services shall be 5000 euros.

1. Full payment of 5000 euros.

• The Fee shall be payable by credit card, PayPal or bank transfer or any other mode as may be.
• The Client hereby acknowledges and agrees there will be no refunds provided by Allinners 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 Coaching Services.
• Without prejudice to any other right or remedy that Allinners may have under the Agreement, if the Client fails to pay Allinners in accordance with this Agreement any sum due under this Agreement, Allinners may suspend all Coaching Services until such payment has been made in full or terminate this Agreement pursuant to clause 9.

 

SCHEDULE 3

Other terms

A. The rescheduling of a Session is allowed with a notice of at least ninety-six (96) hours with written communication to the e-mail at support@mgdigitalschool.com. The Client shall have the option to request a change of date for a maximum of two (2) times under the Coaching Services.

1. Each Session that requires rescheduling must not exceed thirty (30) calendar days from the initial scheduled date. The Coach is under no obligation to honour a request to reschedule a Session beyond the thirty (30) calendar day timeframe.
2. The completion of the Coaching Services shall take between twenty four (24) to fifty two (52) weeks. The Client shall be allowed to schedule the twenty four (24) Sessions of the Coaching Service in the said time frame but no later than November 2023.
3. No refunds shall be honoured for any lost or unused Sessions.
4. In case of installment under the Fee payment, access to the Session shall be guaranteed in stages, with progressive accessibility to the Coaching Sessions.
5. Sessions under the Coaching Services shall last sixty (60) minutes each.
6. To view the replays of the Sessions, the Client must have access to a Google Drive account.
7. Under no circumstances will the Client receive answers to technical questions relating to the Sessions outside the hours of the Coaching Service.
8. Guidance on the conduct of the Sessions will be given before starting the service in a welcome session with the Coach.
9. Allinners does not offer any type of telephone support to the Clients outside the hours of the scheduled Session with the Coach.
10. The Session shall take place on the ZOOM platform and each Session will be recorded and made available to the Client within the next twenty-four (24) hours.
11. The Client agrees to be able to use the zoom platform to attend the Session.
12. Under no circumstances shall the Client be allowed to solicit the Coach or to communicate outside the Zoom platform for the Session.
13. If the Client is unable to attend the Session due to serious and irremediable health problems, the Client shall notify Allinners in a timely manner and provide the necessary documentation to support@mgdigitalschool.com.

 

Signatures

 

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