AGREEMENT FOR
INTERNATIONAL FACEPLASTIC AND OSTEOPATHY -FZCO
Effective date:18.09.2023
This agreement is between _________________________________ ("Customer") and INTERNATIONAL FACEPLASTIC AND OSTEOPATHY -FZCO, the company duly registered in Dubai, Account No. 019100995437, Date of Issue 10/03/2023
, located at: Office No. 45-0110 M & 4th FLOOR, CITY AVENUE BUILDING, PORT SAEED, DEIRA, DUBAI,UAE, acting by general menager Ales Ulishchenko.
Customer and Consultant (hereinafter together reffered as - the Parties) agree as follows:
1. SERVICES PROVIDED
1.1 SERVICES. Consultant agrees to provide Customer technical trainings in subjects and for payment in the amount indicatedi price list (hereinafter – the Services). The parties may change the services provided any changes are signed by authorized agents for both parties.
1.2. SERVICES ORDER. The Services are provided offline in the Consultant's premises, if applicable for the service. In order to purchase the Services, the Customer shall apply for the service it is interested. After the application is accepted by the Consultant, the Project/Sales Manager of the Consultant is contacting the Customer in order to receive the compensation for the Services according to clause 1.3. of this Agreement.
1.3. COMPENSATION: Consultant will be paid for all the Services in advance in the amount established by Exhibit 1 in the following order:
In full amount by cash transfer to the authorized person of the Company.
1.4 CONTROL OF SERVICES. Consultant shall determine the time, place, method, details, and means of performing the Services.
2. CONSULTANT PERSONNEL
2.1 CONSULTANT STAFF. Consultant will provide adequate staff to render the Services. In the event that any Consultant staff is found to be unacceptable to Customer (does not meet the guarantees specified in clause 7.1. hereof), Customer shall notify Consultant of such fact and Consultant shall work with Customer to resolve the problem.
2.2 INDEPENDENT CONTRACTOR. Consultant is an independent contractor. Neither Consultant nor Consultant's employees are, or shall be deemed for any purpose to be, employees of Customer. Customer shall not be responsible to Consultant, Consultant's employees or any governing body for any payroll-related taxes related to the performance of the Services.
3. PROJECT MANAGEMENT
3.1. CUSTOMER PROJECT MANAGER. Customer shall designate a project manager for the Services (the "Customer Project Manager") who shall act as a liaison between Customer and Consultant.
4. RECORDS
4.1. RECORDS. Consultant shall maintain complete and accurate accounting records, in a form in accordance with generally accepted accounting principles, to substantiate Consultant's charges and expenses hereunder and Consultant shall retain such records for a period of one (1) year from the date of final payment under any Schedule.
5. INDEMNITY
5.1. INDEMNITY. Consultant agrees to defend at its own cost and expense any claim or action against Customer for actual or alleged infringement of any United Arab Emirates patent, copyright or other property right (including, but not limited to, misappropriation of trade secrets) based on any service furnished to Customer by Consultant pursuant to the terms of this Agreement. Consultant agrees, should Customer's use of any service furnished to Customer by Consultant be enjoined by any court, to promptly obtain, at no expense to Customer, the right to continue to use the items so enjoined or, at no expense to Customer, provide Customer promptly with substitute items to the enjoined products. The limit to Consultant's liability for all costs, expenses, judgments, fees and settlements under this provision shall be the amount Customer has paid under this agreement.
6. PROPRIETARY RIGHTS
6.1. PROPRIETARY RIGHTS. All services provided under this agreement and all materials, products, inventions, works, and deliverables developed or prepared by Consultant under this Agreement are the property of Consultant and all title and interest therein shall vest in Consultant.
These rights include, but not limited to, patent rights, copyright, derivative rights, trade secrets, and trademarks. All intellectual property owned by Customer shall belong to Customer.
7. WARRANTIES
7.1. CONSULTANT WARRANTIES. Consultant warrants that each of its employees assigned to perform services under this agreement shall
have the proper skill, training and background to perform in a competent and professional manner.
CUSTOMER AGREES THAT CONSULTANT WARRANTS ITS SERVICES 'AS IS' AND THAT
CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. CUSTOMER AGREES CONSULTANT SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR ANY DIRECT OR INDIRECT DAMAGES.
8. MISCELLANEOUS
8.1. TERM AND TERMINATION. This Agreement shall commence from Effective date by both parties and shall continue for a period of one year. In the event of any material breach of this Agreement by either party, the other party may cancel this Agreement. In cases established by law or this Agreement, this agreement may be terminated or terminated unilaterally. According to Article 267 of the UAE Civil Code, if the contract is valid and binding, it shall not be permissible for either of the contracting parties to resile from it, nor to vary or rescind it, save by mutual consent or an order of the court, or under a provision of the law.
In the event that neither Party has notified the other Party 30 calendar days before the expiration of this Agreement of its intention to complete partnership under this Agreement, this Agreement shall be deemed to have been extended under the same conditions, for the same period. Unless otherwise provided by this Agreement or applicable law, this Agreement may be amended only by agreement of the Parties, made in the same form as this Agreement.
and norms of the current legislation of the UNITED ARAB EMIRATES. In accordance with Art. 247 of the UNITED ARAB EMIRATES Civil Code, each of the Parties can refuse to fulfill its obligation if the other contracting party does not fulfill what it is obliged to do.
8.3. ASSIGNMENT. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. A sale of substantially all the assets of a party or a merger of a party does not constitute and assignment for purposes of this clause.
8.4. NOTICES. Any notices or communication under this Agreement shall be in writing and shall be by confirmed facsimile, overnight deliver or certified mail return receipt requested to the party receiving such communication at the address specified below:
Consultant Premises No. 45-0110 M & 4th FLOOR, CITY AVENUE BUILDING, PORT SAEED, DEIRA, DUBAI,UAE PO Box No. 125566
8.5. GOVERNING LAW. This Agreement shall be governed by the laws of the United Arab Emirates and Emirate of Dubai. The Parties shall endeavour to ensure that this Agreement complies with all applicable laws and regulations of the United Arab Emirates and Emirate of Dubai. In everything else that is not regulated by this Agreement, the Parties are guided by the provisions of the current legislation of the United Arab Emirates and Emirate of Dubai.
8.6. DISPUTE RESOLUTION. Parties shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this. Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a "Dispute"). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled according to the current legislation of the United Arab Emirates in the in courts of Emirate of Dubai.
8.7. FORCE MAJEURE. In accordance with Art. 273 of the UNITED ARAB EMIRATES Civil Code, if there are force majeure circumstances that make the performance of the сontract impossible, the corresponding obligation is terminated and the сontract is automatically canceled. The Parties understand and agree that they shall not be liable and disclaims all liability to each other in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and other circumstances that the Parties can not control.
8.8. MODIFICATIONS. No changes or waivers to this Agreement shall be binding unless made in writing and duly signed by authorized agents of both parties.
8.9. COMPLETE AGREEMENT. This Agreement and each Exhibit attached hereto set forth the entire understanding of the parties as to the subject matter therein and may not be modified except in a writing executed by authorized agents of both parties.
8.10. PERSONAL DATA. By signing hereof the Customer confirms his consent for the processing of his/her personal information by the Consultant, received as part of the implementation of this Agreement. This consent is relied upon as a lawful basis. The Customer has the right to withdraw his/her consent at any time, by making such a request to the Consultant in written, and such withdrawal should not impact the legality of the processing carried out before the withdrawal.
8.11. PRIVACY NOTICE REQUIREMENT
The Consultant process personal data on the basis that it is necessary for the purposes of a legitimate interest. We may also process personal data on the basis that it is necessary for the performance of a contract or in order to take steps prior to entering into a contract. The personal data will not be shared with third parties, except for cases provided by law.
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Agreement as of the Effective date
8.2. NON-FULFILMENT. For non-fulfillment or improper fulfillment of the terms of this Agreement, the Parties shall be liable in accordance with the terms of this Agreement
INTERNATIONAL FACEPLASTIC AND OSTEOPATHY -FZCO
Address: Office No. 45-0110 M & 4th FLOOR, CITY AVENUE BUILDING, PORT SAEED, DEIRA, DUBAI,UAE
PO Box No. 125566
Phone number +971503469154