Terms & Conditions

Agreement: These General Terms and Conditions (GTCs) and the accompanying Individual Consultant Agreement, Scope of Work and any other attachments comprise the entire agreement between Customer or client  and the party identified herein as the Consultant (“Consultant”) (Sandip Sanyal ) regarding the purchase of Services specified in the Scope of Work the “Agreement”). This Agreement supersedes and replaces all prior written or oral agreements, negotiations, and understandings regarding its subject matter. The terms of this Agreement are contractual and not a mere recital and may be amended or modified only in a writing signed by all parties that makes specific reference to this Agreement. This Agreement and Consultant’s engagement under this Agreement are contingent on successful completion of all applicable background checks. Disqualifying background check results may result in immediate termination of this Agreement.

AGREEMENT

1. TERM

This Agreement shall commence on the Effective Date and shall remain in effect until (Enter Expiration Date).

2. SERVICES

Consultant agrees to provide the professional consulting services described in Exhibit A, Scope of Services (“Services”). The term “Services” shall include any reports, recommendations, software, hardware, or other deliverable required by the Scope of Services. All Services shall be performed in accordance with the schedule set forth in Exhibit A.

3. COMPENSATION

Owner shall compensate Consultant for all Services performed in accordance with this Agreement on a time and expense basis, all in an amount not to exceed $XXX,XXX.XX (“Contract Price”).

 

THE CONSULTANT’S OBLIGATIONS

2.1 Duties of the Consultant

The Consultant shall deliver the Services set out in the Proposal in accordance with this Agreement. The Consultant shall exercise reasonable skill and diligence in the performance of the Services and observe recognized principles of professional ethics and respect the laws and customs in the country where the Services are rendered. Each Proposal shall be deemed to constitute a separate work project under this Agreement. No modification may be made to any Proposal without written consent of the parties.

2.2 Rendering of the Services

The Consultant may supply written advice or confirm oral advice in writing or deliver a final written report or make an oral presentation on completion of the Services. Prior to completion of the Services the Consultant may supply oral, draft, and interim advice in reports or presentations but the Consultant’s written advice or final written report shall take precedence.

The Client shall place no reliance on any draft or interim advice or report or oral presentation.

All deliverables produced by the Consultant as a result of the Services such as any software code (whether source or compiled), processes, documentation, records, training materials, specifications, plans, drafts, reports and data will be referred in this Agreement as “Work Product”. The Consultant has no obligation to update the Work Product, for events taking place after the Work Product has been issued in final form.

Any Work Product delivered to the Client shall be for the benefit of the Client only, and it shall not be copied, referred to or disclosed, in whole or in part (except for Client´s or its affiliates’ internal business purpose for which the Services were initially commissioned), to a third party without the prior written consent of the Consultant (which may be withheld in the Consultant’s sole and absolute discretion).

Notwithstanding the foregoing, the Client may disclose the Work Product to its professional advisors who are bound by the non-disclosure obligations herein on a confidential and non-reliance basis.

If the Client discloses the Work Product to a third party, Client agrees to indemnify and hold the Consultant harmless from any liability, claim, damage, loss, or obligation or expense of any nature (including reasonable attorneys’ fees) relating to a claim or suit by a third party against the  Consultant, arising in connection with the use of or reliance on the Work Product by such third party.

The Consultant will not be liable for any modifications done later after delivery or any use of the Work Product, in whole or in part, other than as agreed in this Agreement or separately in writing with the Consultant.

Notwithstanding anything in this Agreement to the contrary, the Client understands and agrees that the Consultant does

2.3 Professional Team

Where the Consultant has named in the Proposal or otherwise the individuals in the team rendering the Services (the “Professional Team”), the Consultant shall use its reasonable efforts to cause the same individuals to actually render the Services. The Consultant may, however, upon notice to the Client substitute the individuals with others of substantially similar skills. Notwithstanding the foregoing, the Professional Team named in the Proposal or otherwise is subject to change until this Agreement has been duly signed.

2.4 Ownership of Intellectual Property; Rights to Work Product

The Consultant shall retain sole and exclusive ownership of and all intellectual property rights (including but not limited to copyright) in all (a) know-how, computer software, computer programs, drafts, documents, information, material, inventions, patents or designs, academic proprietary work owned by the Consultant which the Consultant may use to provide the Services, if the work delivery has taken with the client without payment and (b) the Work Product. The Client shall have a non-transferrable, nonexclusive, royalty-free and perpetual license to use any and all.

Work Product developed pursuant to this Agreement for its internal business purpose for which the Services were initially commissioned, which shall include use by the Client and its affiliates, provided that such use is in compliance with this Agreement. The Client shall retain sole and exclusive ownership of all know-how, computer software, computer programs, drafts, documents, inventions, copyrights, patents or designs owned by the Client which the Consultant may use to provide the Services (“Client Intellectual Property”); provided, however, the Consultant shall have a non-exclusive, royalty-free and perpetual license to use any and all Client Intellectual Property in the Work Product. not allow and will not consent to the use of, disclosure of or reference to the Consultant, any of the Services, all or any part of the Work Product in connection with (i) any public securities offering in any jurisdiction, (ii) any public securities market in any jurisdiction (including, without limitation, in any report filed with any securities market or securities regulator or in any press release or in any document accessible generally by the holders or prospective holders of any security traded on any public securities market), or (iii) any offer or sale of, or trade in, securities in the United States or Canada (whether public or private, and whether or not exempt from registration in the United States or from prospectus requirements in Canada), including but not limited to any transaction involving the purchase of foreign securities by an entity established in the United States and Canada.

No advice, opinion, statement of expectation, forecast or recommendation supplied by the Consultant as a part of the Services shall be deemed to constitute a representation or warranty with regard to future events and circumstances.

 

3 REMUNERATION

The Proposal by the Consultant to the Client shall specify whether the time based remuneration as defined in Section 3.1 or the fixed price remuneration as defined in Section 3.2 hereinunder shall apply.

3.1 Time Based Remuneration

The Consultant charges for the Services a professional fee based on man-days consumed, coding and writing report, plus expenses for travel and other direct non-salary expenses and administration as provided in Section 3.3 unless otherwise agreed upon. The fee is calculated in accordance with the current service rates of the Consultant in effect during the execution of the Services for the various categories of personnel used by the Consultant. Additionally, special services (legal consultation, reports, expert’s opinion, and working on software coding, writing in similar) and services of very short duration are charged at special rates quoted separately for each case.

3.2 Fixed Price Remuneration

The Consultant charges a fixed/variable fee for the Services as specified in the Proposal. Additionally the Consultant charges for travel and other direct non-salary expenses and administration as provided in Section 3.3 unless otherwise agreed upon. If the scope of the Services is altered midway or the performance delayed by reasons not attributable to the Consultant, the Consultant has the right to charge the Client for such additional services or time consumption at the current rates of the consultant.

3.3 Expenses

The Consultant charges for travel, other direct non-salary expenses and data access at cost including administration as defined below:

1. a) Direct expenses for air, ground and sea transportation, taxi, rental car, use of personal or company car and all other travel expenses directly arising out of, or caused by the Services;
2. b) Subsistence: direct expenses for hotel or other accommodation including breakfast, plus a fixed per diem allowance;
3. c) All other expenses directly related to the Services, present or future, including but not limited to licenses and permits, official inspections, print reports, data acquisition, project administration, expenses for meeting legal requirements and regulations and other similar dues, unless met directly by the Client.

INVOICING/PAYMENT

Consultant will invoice Owner as Services in two modes either i) pre-paid for digital marketing ii) are completed. All undisputed invoices shall be due and pre-payable.

 

2.3 Professional Team

REPRESENTATIONS AND WARRANTIES Consultant represents and warrants to Owner all of the following:

Industry Standards.

That all Services performed by Consultant or its employees, agents, sub-consultants or subcontractors shall be performed by appropriately skilled and qualified personnel in a timely, professional, work person-like manner using the degree of care and skill ordinarily exercised by reputable professionals practicing in the same field of service .

Capability to Perform.

That: (i) It is capable in all respects of providing all Services in accordance with the requirements of this Agreement; (ii) it understands the nature, location, and scope of Services to be performed hereunder; (iii) as of the Effective Date, there is no pending or threatened outstanding litigation, arbitrated matter, or other dispute to which Consultant is a party, that, if decided unfavorably to Consultant, could reasonably be expected to have a potential or actual material adverse effect on Consultant’s ability to fulfill its obligations hereunder, and that Consultant knows of no basis that might give rise to any such litigation, arbitration, or other dispute in the foreseeable future. Upon becoming aware of any such basis, Consultant shall promptly notify Owner.

Authority to Perform.

That: (i) it is duly qualified to transact business in the state of California; and (ii) the representative signing on behalf of Consultant has the authority required to enter into this Agreement.