(A) The Consultant is a professional who has specialized knowledge, skills and resources related to the Services as defined herein which comprise its business; and the Consultant now wishes to promote this business on the Site of the Proprietor.
(B) The Proprietor wishes to provide access to the Site to the Consultant so it can promote its Services to Customers on the Site of the Proprietor for specific consideration.
(C) In consideration of the agreed covenants and other terms herein contained, the Parties have agreed to conclude this Agreement in accordance with the terms and conditions as set out herein.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless inconsistent with or otherwise indicated by the context the following terms shall be defined as provided below.
1.1.1 “Confidential Information” means any information in relation to the business of the Proprietor and/or the business of the Consultant, including without limitation, all technical, engineering, architectural, construction, design, layout, manufacturing, procurement, financial conditions, operations, prospects made available or provided to a Party or its affiliates and other information in respect of the business of the Site, regardless of how such information is transmitted.
1.1.2 “Consultant” means the individual or entity listed in the Consultants Directory who provides certain services.
1.1.3 “Consultants Directory” refers to the list of Consultants maintained by the Proprietor on the Site.
1.1.4 “Consultant’s Fee” refers to the fee paid to the Consultant for having rendered the Services whether same pertains to attending a meeting or a bulk or non- bulk booking or the delivery of a New Design, etc.
1.1.5 “Customer” means the individual or entity that uses or intends to use the Proprietor’s Design Directories to either retain Consultants to provide the Services and/or purchase Products of the Partners.
1.1.6 “Design Bidding Process” refers to the procedure to be followed by Consultants in cases where bidding is activated and allowed in the Site at the option of the Proprietor.
1.1.7 “Design Bidding Rules” refers to rules that would be applied in cases where the Site activates and allows Consultants to bid for projects sought to be undertaken or offered by Customers.
1.1.8 “New Design” refers to an original model, scheme or plan based on a novel set of conditions and requirements not present in other designs created by the Consultant or other parties.
1.1.9 “Partner” means any individual or entity listed and registered in the Partners Directory who provides certain Products.
1.1.10 “Partners Directory” refers to the list of Partners maintained by the Proprietor on the Site.
1.1.11 “Product” means any product or commodity listed or offered by the Partner in the Mohandisi Design Directories.
1.1.12 “Proprietor” refers to Mohandisi Professional Company for General Trading.
1.1.13 "Sensitive Data" means credit or debit card numbers; personal financial or bank account information; Social Security or civil identification numbers; passport numbers; driver’s license numbers or similar identifiers; employment, financial or health information, names, addresses, contact information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security.
1.1.14 “Services” means professional services or any type of service or assistance listed or offered by the Consultant to the Customers whether directly undertaken by the Consultant or sub-contracted to third parties.
1.1.15 “Site” means the Mohandisi Design Directories and every part of this website.
1.1.16 “Terms” means the terms and conditions of use of the Site or as the context may dictate, the terms and condition of these Agreement.
1.1.17 "Third-Party Products" means products and services that are provided by third parties which may be used in connection with the Products and Services.
1.1.18 "Third-Party Sites" means third-party websites linked in or accessed through the Site.
1.1.19 “Transaction Fee” refers to the fee paid by the Customer to the Site/Proprietor for facilitating the transaction between the Customer and the Consultant.
1.1.20 “User Content” means all content, including without limitation, language, data, information, audio-visual materials and images, provided through or disclosed by use of this Site, by the Consultant for any purpose.
1.2 Headings are for convenience only and shall be ignored in interpreting this Agreement.
1.4 The expiration or termination of this Agreement shall not affect such provisions of this Agreement which expressly provide that they will operate after such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.
2. SCOPE; TRANSACTION FEES
2.1 Subject to the Terms, the Consultant shall promote, following their listing on the Consultants Directory, their Services on the Site of the Proprietor.
2.2 Unless the Consultant and the Proprietor agree otherwise, the Customer shall pay the Proprietor in addition to the Consultant’s Fee, a Transaction Fee of 15% of the Consultant’s Fee or any the amount paid by the Customer for Services undertaken by the Consultant. Depending on the performance of the Consultant and the volume of work generated by the latter, the Proprietor has the option to reduce the Transaction Fee to 10%
2.3 The Proprietor has the option to assess a periodic fee (i.e. monthly, semi-annual or annual) for continued use of the Site by the Consultant after 12 months from date of first use.
2.4 The activities of the Parties, promotion of the Consultant’s Products and/or Services, access to the Site and any rights and obligations contemplated in this Agreement shall be subject to the Terms. In the event of any inconsistency between this Agreement and the Terms, this Agreement will prevail, unless otherwise specified.
3. ACCESS TO THE SITE
3.1 The Consultant will be provided access to the Site and the Consultant may design and provide a webpage promoting exclusively the following: (a) its Services; and (b) the Products of specific Partners chosen by the Consultant based on the latter’s discretion.
3.2 To maintain transparency when promoting, featuring and/or recommending Products of the Partners chosen by the Consultant, the Consultant shall advise the Customer that the Consultant receives a commission on items purchased by the Customer from the Partners. Any agreements, duties or obligations under any contract or agreement of the Consultant with the Partners, whether written or verbal, in this regard shall be the sole responsibility of the Consultant and the Partner and outside the scope of this Agreement. The Proprietor shall have no obligation in relation to said contract or agreement and shall not be obligated to act as mediator or arbiter in case of a dispute between the Consultant and the Partner.
3.3 The webpage and related content will be provided by the Consultant in the format and appearance approved by the Proprietor.
3.4 The Consultant shall be solely responsible for the content of their webpage. The Consultant holds the Site and the Proprietor free from any claims, compensation or damages that may be claimed by any Partner or third parties as a result of any information, photos, videos, comments, dialogues that may be posted by the Consultant in the Site including any links placed on the Consultant’s webpage. Should the Site/Proprietor be required to pay for claims or suffer any such damages, the Consultant shall reimburse the Proprietor upon the latter’s demand.
4. PROVISION OF SERVICES TO CUSTOMER; PAYMENT OF FEES; REFUNDS
4.1 The Consultant is required to monitor its webpage and email address linked to the Site on a daily basis and to respond to Customer inquiries and requests regarding the Services within a reasonable period of time but not more than 48 hours from receiving said inquiries.
4.2 During the provision of Services and when attending meetings with the Customers, the Consultant should act in a professional and competent manner towards the Customer according to the highest ethical professional and market standards.
4.3 To the extent they may be fixed and specified, the prices of the Consultant’s Services should be displayed to Customers based on the minimum and maximum rates agreed to with the Proprietor.
4.4 Unless otherwise prevented by emergency or for good reasons, the Consultant shall agree to meet with a Customer when requested by the latter for purposes of (i) discussing the Consultant’s Services; (ii) delivering a particular Service, provided that the Customer pays to the Proprietor the Consultant’s Fee set for said meeting. All fees for meetings with the Consultant or Services of the Consultant provided by the latter to the Customer shall be paid for by the Customers in advance via K-Net or credit card to the Proprietor. The Proprietor shall collect and hold on behalf of the Consultant all Consultant’s Fees or payments executed online or through the Site. The Proprietor shall make payments collected on behalf of the Consultant available by check or remit the same to the Consultant’s account within five (5) working days of the occurrence of the following:
(a) a written request for the release of the Consultant’s Fee or any payment is sent by the Consultant to the Proprietor;
(b) receipt by the Proprietor of the Consultant’s confirmation that the meeting with the Customer was successfully concluded or that the Services were successfully provided, as the case may be; and
(c) the Proprietor shall release payment to the Consultant after sending a request to release payment to the Customer and the Customer agrees to the release of the payment.
Notwithstanding item (c), the Proprietor may remit the Consultant’s Fee or other payments to the Consultant’s designated bank account if the Customer fails to either confirm or object to the release of payment to the Consultant within 10 days from the date when the Proprietor sends a request to the Customer to release payment to the Consultant.
4.5 The Consultant may set the price for the Services in the permitted currencies subject to the minimum and maximum amounts agreed with the Proprietor. The price the Consultant sets for Services will determine the amount of payment the Consultant will receive from the Customer as Consultant’s Fee. The Proprietor may include applicable taxes/charges in the price charged to Customers of the Site. The Proprietor may withhold or make deductions from payments due to the Consultant for the payment of any taxes and charges imposed by the State of Kuwait.
4.6 The Consultant is the merchant of record for the Services listed on the Site. The Proprietor shall not be responsible for any tax liability that may result from any transaction regarding the Services whether or not the transaction was performed on the Site or by reason of having been retained by the Customer through the Site.
4.7 Any meetings arranged between the Consultant and a Customer shall be a private matter or transaction between the Consultant and the Customer and the Consultant attends the same at his/her own risk. The Site/Proprietor shall not be liable to the Consultant for any harm or damage that Consultant may suffer during or as a result of any such meeting. The Consultant agrees herein to be responsible for taking proper precautions in meeting the Customer to ensure the Consultant’s personal safety.
4.8 The Customer may wish to retain the Consultant to manage and supervise a project; and the Consultant has the option whether or not accept such commission based on the latter’s competence and availability to undertake the project and subject to the payment by the Customer of the Consultant’s Fee in advance according to the terms of this Agreement. After each meeting or calendar booking in relation to a project, the Consultant is required to send the Customer and the Proprietor a report to document the findings of the Consultant and to list the latter’s professional recommendations.
4.9 The Customer has the option to request bulk booking for site supervision. A request for site supervision shall be considered a bulk booking if the request will require the Consultant to supervise the Site for a continuous period of at least fifty (50) hours.
4.10 The Consultant has the discretion to agree to bulk booking for site supervision. If the Consultant agrees to the bulk booking, the Consultant shall provide the Services according to the following conditions:
4.10.1 prior to payment of the bulk booking fee, the Consultant and the Customer shall arrange a meeting free of charge to discuss the scope of work and the
deliverables/output expected for the project and the Consultant shall advise the Customer on the suitable number of hours to book based on the needs of the project;
4.10.2 a specific number of hours to be worked by the Consultant shall be agreed for the Services subject to a minimum of fifty (50) hours and a maximum of one hundred and seventy (170) hours;
4.10.3 a discounted bulk booking fee rate shall be paid by the Customer to the Proprietor prior to the Consultant providing the Services;
4.10.4 the Consultant shall perform the agreed hours within a thirty (30) day period (“project term”); and
4.10.5 the Consultant is required to send the Customer and the Proprietor a report to document the work performed and progress on the project ever 5 days during the project and to list any professional recommendations in relation to the project.
4.11 The Customer shall pay the agreed Consultant’s Fee to the Proprietor for meetings, creation of New Designs, for bulk or non-bulk bookings or any Services in advance based on a rate set by the Consultant and subject to the minimum and maximum limits set by the Proprietor. In no case and under no circumstances shall the Consultant directly collect fees or payments or expenses for such activities or any Services from the Customer except upon the express written consent of the Proprietor. In the latter case, any amounts collected by the Consultants shall be considered to be held in trust for the Proprietor and shall be immediately turned over to the Proprietor.
4.12 If the Customer is dissatisfied with the Services the Consultant provides and sends a complaint and/or demands a full or partial refund from the Proprietor, the Proprietor shall request from the Consultant a written explanation regarding the Customer’s complaint. The Proprietor shall review the explanation and the complaint and decide based on the facts and circumstances presented to it by the Consultant and the Customer whether or not the Customer is entitled to a full or partial refund of the Consultant’s Fee. It is understood that the Proprietor shall have full and sole discretion to determine whether the Customer is entitled to a full or partial refund. Alternatively, the Proprietor shall have the option to hold the money in trust until such time as the contending parties had resolved the dispute. If any of the parties initiate a court case in relation to the refund, the Proprietor shall have the option to deposit said payment with the Court.
4.13 With respect to non-bulk bookings, if the Customer is dissatisfied with the work and cancels the Services without the Consultant having completed the agreed hours, subject to the complaints provisions of Clause 4.12 above, the Customer may be refunded for the portion of the fee which pertain to the unutilized hours.
4.14 With respect to a bulk booking, if the Customer is dissatisfied with the work and cancels the Services without the Consultant having completed the agreed hours, subject to the complaints provisions of Clause 4.12 above, the Customer shall be refunded not
more than 50% of the Consultant’s Fee (as same had already been initially discounted) which pertain to the unutilized hours.
4.15 The Consultant may not require the Customer to pay for additional hours to complete the project unless the Customer has varied the original scope of work agreed during the initial meeting or otherwise requires that additional work be done.
4.16 If the Consultant fails to provide a Service paid for by the Customer, the Customer shall be entitled to a refund of the fee paid. In such case, the Proprietor has the option to demand from the Consultant a penalty fee of 5% of the amount refunded if the failure to provide the Service was due to the fault or neglect of the Consultant or where the latter fails to provide just cause for not doing the work. Said penalty shall be charged against payments to the Consultant of the latter’s Consultant’s Fee in any pending or future projects.
4.17 If a Customer is paid a fee for a meeting, such Customer has the right to request a refund of payment if the Consultant fails to appear for the meeting or is otherwise late for the meeting by more than 30 minutes without having requested to re-schedule the appointment for a later time. In such case, the Proprietor has the option to demand from the Consultant a penalty fee of 5% of the amount refunded to the Customer if the failure to attend the meeting was due to the fault or neglect of the Consultant or where the latter fails to provide just cause for not attending the meeting. Said penalty shall be charged against payments to the Consultant of the latter’s Consultant’s Fee in any pending or future projects.
4.18 A Customer may re-schedule a meeting with the Consultant to another time or date at least once so as long as the Customer informs the Consultant at least 2 hours before such meeting. If the Customer fails to do so and the meeting does not occur, then the Customer shall not be entitled to a refund.
5. TRAINING COURSES
The Consultant may agree to provide special training courses in areas of the Consultant’s expertise subject to such arrangements being made directly with the Proprietor who shall announce the special training course on the Site. Such training courses shall take place subject to there being a minimum number of attendees signed up for the course. The venue of the training shall be at Consultant’s office and the fee of the Consultant for this Service shall be based on a fixed rate which shall be agreed between the Consultant and Proprietor. The Customer shall be refunded the fee paid for the special training course if the course is cancelled after Customer has paid for the course. If the schedule of the course is re-set and the Customer is unavailable under the new schedule, the Customer shall be entitled to a refund of the fee paid for the course.
6. NEW DESIGN / DESIGN BIDDING PROCESS
6.1 Customer may ask for the Consultant to create a New Design. In such case, the Customer shall be entitled to book a free meeting with the Consultant before the Customer and Consultant agree to the creation of a New Design. During said meeting, the Consultant shall require that the Customer provide a brief about the project and, based on that, the Consultant shall prepare a proposal for the New Design to be
delivered to the Customer and the Proprietor. The proposal shall contain the project deliverables, schedules, milestones and the Consultant’s Fee which shall be calculated based on the total number hours. The proposal shall state that creation of the New Design shall be subject to terms and conditions of the Site.
6.2 Once the Customer approves of the New Design, the Customer shall pay the Consultant’s Fee through the payment procedure found in the Site for a New Design by selecting the number of hours indicated by the Consultant in the proposal. The hourly rates do not necessarily reflect the actual number of hours spent to complete a specific milestone especially if the design team involves more than one consultants or professional or specialist as each individual would have different hourly rates. Hence, the number of hours should have been previously agreed with the Customer covering a fixed design fee, specific scope of work and subsequent milestone. The Consultant shall keep the Customer and Proprietor advised on the progress of the New Design. When a payment milestone is reached, upon advice of the Consultant, the Proprietor will send an email to the Customer requesting the latter to approve the release of the Consultant’s Fee for relevant aspect of the New Design so that the Proprietor can release the payment to the Consultant. If Customer doesn't reply within 10 days, said fee will be automatically released to the Consultant. If the Customer approves the same, the Proprietor will release the Consultant’s Fee within 3 days of said approval. If Customer rejects the New Design, the Consultant may revise the same. If the Customer is still dissatisfied with the revised New Design, the Customer shall be allowed to submit a complaint and the parties shall be subject to the complaint procedure set under Clause 4.12.
6.3 At its option, the Site may offer and activate in the Site a Design Bidding feature that would allow a Customer who wishes to be provided with a new design of a house, building, retail space, commercial area, garden, landscape, etc., the option to refer the same to the Site’s Design Bidding Process. The Consultant has the option to participate in the Site’s Design Bidding Process subject to the Bidding Rules. The Consultant may be required by the Site to pay a registration fee to participate in the Site’s Design Bidding Process. The Proprietor shall not participate as a designer in the Design Bidding Process. The Proprietor shall select, based on its assessment of the submitted bids, which are the top 3 bids and present the same to the Customer within two (2) working days from the bid submission deadline. The Customer has the discretion to choose among the top 3 bids. The Consultant who ultimately wins in the bidding and is engaged by the Customer shall pay a commission to the Proprietor at a rate to be set by the Proprietor when the Design Bidding Feature is activated.
This Agreement shall commence on the Effective Date and shall continue in force for a period of one (1) year provided that the term of this Agreement may be renewed in writing from time to time for further periods of one (1) year subject to the prior written agreement of the Parties three (3) months prior to the expiry of the current term.
8. NO WARRANTIES FROM PROPRIETOR
8.1 The Site, access to the Site and the contents (other than the Content provided by Consultants and Partners) therein are provided by the Proprietors on an “as is” basis without any representations or warranties on accuracy, whether express or implied. The
Consultant’s use of this Site is entirely at its own risk, for which the Proprietor shall not be liable.
8.2 Without prejudice to the generality of the foregoing paragraph, the Proprietor does not warrant that this Site will be constantly available.
9. REPRESENTATIONS AND WARRANTIES OF THE CONSULTANT
The Consultant represents and warrants that:
9.1 it has full capacity and authority to enter into this Agreement;
9.2 it has obtained all the necessary approvals to enter into and perform its obligations under this Agreement;
9.3 it is duly licensed to provide the Services listed in Section 2.2.1;
9.4 it is not, and nor are any of its respective directors, employees or affiliates, a party to any litigation, proceedings or disputes that will adversely affect the Consultant’s ability to perform its obligations under this Agreement;
9.5 the execution, delivery and performance by the Consultant of the terms of the Agreement do not contravene any provision, or constitute a default under any contract, or other instrument to which it is bound, and, upon execution and delivery hereof, will constitute a legal, valid and binding agreement with the Proprietor;
9.6 it will notify the Proprietor immediately should it encounter or foresee any material problems that may prevent it from fulfilling any of its obligations to the Proprietor or Customers under this Agreement or any other agreement which may relate to this Agreement;
9.7 it shall discharge its obligations under this Agreement and its obligations to Customers in a timely manner and with all due workmanship, skill, care and diligence and in compliance with all applicable laws, enactments and regulations;
9.8 it shall provide its Services to Customers as agreed and provided for in this Agreement and as per the Terms.
10. LIMITATIONS OF LIABILITY / REASONABLENESS
10.1 To the extent permitted by law, the Proprietor will not be liable to the Consultant (whether under the law of contracts, the law of torts or otherwise) in relation to the Proprietor provided contents, or use of, or otherwise in connection with, this Site nor shall the Proprietor be liable for any of the following:
10.1.1 any agreement the Consultant may enter into with a Partner or Customer;
10.1.2 for any indirect, special or consequential loss; or
10.1.3 for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation, loss of goodwill, loss or corruption of information or data.
10.2 These limitations of liability apply even if the Proprietor has been expressly advised of the potential loss.
10.3 The Consultant agrees that the exclusions and limitations of liability set out above are reasonable.
11. DISCLAIMER; PROPRIETOR
11.1 Being a [limited liability entity], the Consultant accepts that the Proprietor has a separate and distinct personality from its owners, officers and employees and that the Consultant may not make a claim against said owners, officers and employees personally in respect of any losses suffered in connection with the use of the Site or any of its connected services. Without prejudice to the foregoing, the Consultant agrees that the limitations regarding warranties and liability set out in the Site will protect the owners, officers, employees, agents, subsidiaries, successors, assigns, affiliates and sub- contractors of the Proprietor as well as the Site itself.
11.2 Any liability the Proprietor may have under this Agreement will be limited to the fees paid by the Consultant to the Proprietor for access to the Site.
11.3 Nothing in this Site disclaimer will exclude or limit any warranty implied by law that would be unlawful to exclude or limit; and nothing in this Site disclaimer will exclude or limit the Proprietor’s liability in respect of any matter which would be illegal or unlawful to exclude, limit, attempt, or purport to exclude or limit.
12. ACCEPTABLE AND PROHIBITED USE
12.1 The Consultant may use the Site to promote Services and/or Products subject to the limitations herein. The Consultant may view, download for caching purposes only and print pages or other content from the Site for Consultant’s own use, subject to the restrictions set out by law and as set out below. Where content is specifically made available for redistribution or for sharing to third parties, it may only be redistributed or shared within Consultant’s organization or as may be instructed or allowed by the Terms.
12.2 The Site and its contents may not be used in any way that would generally degrade the professional and ethical values of the Proprietor, its Consultants, Partners or its Customers. For the avoidance of doubt, prohibited uses of this Site and its contents include, but are not limited to any use that:
12.2.1 amounts to a breach of confidentiality obligations, intellectual property rights or other proprietary rights;
12.2.2 is an invasion of another person’s privacy or otherwise violates another person’s legal rights (such as rights of privacy and publicity);
12.2.3 solicits private information of any person other than as contemplated in this Agreement;
12.2.4 discloses Sensitive Data of any individual or entity;
12.2.5 results in the systematic or automated data collection (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this Site without the Site’s express written consent;
12.2.6 transmits/sends unsolicited commercial communications;
12.2.7 republishes material from this Site (including republication on another website);
12.2.8 sells, rents or sub-licenses material from this Site;
12.2.9 displays any material from the Site in public or through a public presentation, public showing or exhibition;
12.2.10 reproduces, duplicates, copies or otherwise exploits material on this Site for a commercial purpose;
12.2.11 edits or otherwise modifies any material on the Site;
12.2.12 re-distributes material from this Site except for content specifically and expressly made available for redistribution;
12.2.13 is threatening, abusive, harassing, stalking, or defamatory or patently against the morals of the Site’s community;
12.2.14 is deceptive, false, misleading or fraudulent;
12.2.15 enables the solicitation of illegal or immoral services;
12.2.16 contains vulgar, obscene, indecent or unlawful material;
12.2.17 publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
12.2.18 uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer or the Site;
12.2.19 downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
12.2.20 falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
12.2.21 restricts or inhibits any other user of the Site from using and enjoying the Site and its directories;
12.2.22 harvests or otherwise collects information about others, including e-mail addresses, without their consent;
12.2.23 damages, disables, overburdens, or impairs the Site or interferes with any other party's use and enjoyment of the Site;
12.2.24 is in violation of any applicable law or regulations of any State;
12.2.25 may cause, damage to the Site or impairment of the availability or accessibility of the Site;
12.2.26 is in any way unlawful or harmful, or in connection with any fraudulent or harmful purpose or activity;
12.2.27 is used to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
13.1 This Agreement may be terminated by the Proprietor in the event the Consultant defaults on its obligations under this Agreement. The Consultant shall be in default of this Agreement if:
13.1.1 the Consultant fails to pay the fees contemplated in Section 2.2 of this Agreement within fifteen (15) days of the due date for payment;
13.1.2 the Consultant receives a notice from the Proprietor informing it that it is in breach of any of the requirements/obligations of this Agreement or the Terms and the Consultant does not remedy the breach (where such remedy is possible) within fifteen (15) days;
13.1.3 the Consultant, voluntarily or involuntarily, declares bankruptcy; or
13.1.4 the Consultant violates the Proprietor’s intellectual property rights.
13.2 Following the Consultant’s default, the Proprietor shall be entitled, without prejudice to any other rights or remedies available to it under the terms of this Agreement or at law, to terminate this Agreement immediately and claim damages, if any.
13.3 Upon the termination of this Agreement due to a default by the Consultant, the Consultant shall:
13.3.1 be solely responsible for completing any transactions with Customers it entered into prior to termination of the Agreement;
13.3.2 be removed from the Site;
13.3.3 immediately pay any and all accrued fees owed to the Proprietor;
13.3.4 be responsible for the payment of any and all fees that may become due to the Proprietor within fifteen (15) days of said fees becoming due; and
13.3.5 indemnify the Proprietor for all amounts due as they become due according to Section 12 of this Agreement.
13.4 The Parties may terminate this Agreement by giving one month notice to the other party. The Proprietor has the option to block the Consultant and take down the latter’s page if in the Proprietor’s judgement the continued access to the Site would cause damage to the Site, Proprietor or any third parties.
13.5 Following termination under Section 11.4, the Consultant shall:
13.5.1 complete any transactions with Customers it entered into prior to termination of the Agreement;
13.5.2 be removed from the Site;
13.5.3 pay any and all fees which have accrued prior to termination and which are owed to the Proprietor; and
13.5.4 indemnify the Proprietor for all amounts due as they become due according to Section 12 of this Agreement.
14.1 The Consultant shall indemnify and hold harmless the Proprietor and its affiliated persons and entities from and against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by the Proprietor to a third party in settlement of a claim or dispute on the advice of Proprietor’s legal advisers) incurred which arise or result of:
14.1.1 any breach or claim of breach of any representation or warranty set forth in Section 7;
14.1.2 any breach or claim of breach of any other obligation of the Consultant set forth in this Agreement;
14.1.3 any breach of the Terms;
14.1.4 any claims for damages made by the Customer or any third parties arising from the acts and misconduct of the Consultant; and
14.1.5 any costs and expenses (including but not limited to legal fees) reasonably incurred by the Proprietor in pursuit of moneys owed to the Proprietor which arise from this Agreement.
14.2 The obligations under Section 12.1 and its subsections shall survive the termination of this Agreement until said obligations are completed
15.1 The Party that receives Sensitive Data and/or Confidential Information (the “Receiving Party”) from Customers or from the other Party to this Agreement (the “Disclosing Party”) shall at all times for the duration of this Agreement and after its expiry or termination, keep all proprietary information, intellectual property, personal information and other knowledge regarding the business and affairs of the Disclosing Party which may become known to the Receiving Party by virtue of this Agreement or the performance thereof confidential and secret and shall not disclose such information to any third party.
15.2 The Receiving Party may disclose Sensitive Data after the Disclosing Party grants its permission for such disclosure in writing or when it is required to do so consequent to the demand or requisition of any statutory, regulatory, government, semi- government body or consequent to any order or direction of any court of law or authority exercising judicial or quasi judicial powers provided that should the Receiving Party be required to disclose any such information, then it shall only disclose that portion of the information which is required to be disclosed and will use reasonable efforts to obtain assurance that the information provided will be treated on a confidential basis.
16.1 For so long as this Agreement is in effect and for one (1) year thereafter, in order to protect the goodwill and unique qualities of the Site and the confidentiality and value of the confidential information exchanged on the Site, the Consultant agrees and covenants that Consultant will not:
16.1.1 divert or attempt to divert any business or Customer of the Site to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Site and the Proprietor; or
16.1.2 employ or seek to employ any person, who is at that time employed by the Proprietor, or otherwise directly or indirectly induce or seek to induce such person to leave his or her employment.
16.1.3 own, maintain, operate, engage in or have any financial or beneficial interest in (including any interest in corporations, partnerships, trusts, unincorporated associations or joint ventures), advise, assist or make loans to, any business or competing service located within Kuwait without the prior written consent of the Proprietor.
17. INTELLECTUAL PROPERTY
The Site and the services offered on the Site by the Proprietor are owned by the Proprietor and shall remain the sole and exclusive property of the Proprietor. The Consultant shall have no right or interest in the Site and the services offered by the Site other than as contemplated under this Agreement and under the Terms. The Consultant
shall at no time do or permit to be done any act which might prejudice or jeopardize the rights of the Proprietor in and to the Site and the services offered by the Site.
If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
The Proprietor may transfer, assign, subcontract or otherwise deal with our rights and/or obligations under this Agreement without notifying the Consultant or obtaining the Consultant’s consent. The Consultant may not transfer, assign, subcontract or otherwise deal with its rights and/or obligations under this Agreement without the Proprietor’s prior written consent.
20. ENTIRE AGREEMENT
This Agreement and the Terms referenced herein constitute the entire agreement between the Consultant and the Proprietor in relation to the use of the Site and they supersede all previous agreements in respect to the use of this Site.
21. APPLICABLE LAW
The Consultant’s use of the Site and any dispute arising out of such use of the Site is subject to the laws of the State of Kuwait; and any dispute on the application and interpretation of the Agreement shall be referred exclusively to the appropriate courts of the State of Kuwait.
22. NO WAIVER
A right or obligation under this Agreement may not be waived except by a waiver in writing signed by the Party granting the waiver and will be effective only to the extent specifically set out in the waiver.
23.1 A notice required or authorized to be given or served on a Party under this Agreement must be in writing and may be given or served by a reputable courier delivery service or by hand delivery to the Party at its address appearing in this Section 21 or such address as the Party may have notified the other Party in writing: