Service agreement
This SERVICE AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into at ----
--- this ------- day of ------- 2023 (the “Effective Date”) by and between:
A. YATRA22-FZCO, a Freezone Company registered with the Dubai Silicon Oasis Authority holding license number 29978 (hereinafter referred to as the “Service Provider”); and
B. --------------, a company registered and operating in Dubai, United Arab Emirates, holding trade license ------- with an address located at Dubai, United Arab Emirates, P.O. Box -------, and represented by -------, [job title of signatory] (hereinafter referred to as the “Recipient /Recipient”).
In this Agreement, wherever the context so permits or requires, the expressions “Service Provider/Service Provider ” and the “Recipient ” shall each be individually referred to as the “Party” and collectively referred to as the “Parties”.
WHEREAS:
1. STANDARD TERMS AND SCOPE OF SERVICES
1.1 The Service Provider hereby agrees to provide the Recipient with paid lifestyle coaching services including but not limited to courses on general developmental, thematic seminars, training, courses, master classes, individual consultations, instructional sessions (Collectively referred to as the “Services”).
1.2 The Parties acknowledge and agree that the mode of delivering the educational services, as described in this Agreement, shall be determined based on mutual understanding and agreement. The Service Provider and the Recipient recognize the flexibility inherent in modern coaching methods and understand that the Services may be conducted either in a virtual format or in person, as determined by the nature of the Services, the preferences of both Parties, and any prevailing circumstances.
1.3 The Agreement shall be read along with the application submitted by the Recipients’ on the Service Provider’s website www.masterskaya22.com/dubai_eng (the “Website”) and this shall form an integral part of this Agreement.
--- this ------- day of ------- 2023 (the “Effective Date”) by and between:
A. YATRA22-FZCO, a Freezone Company registered with the Dubai Silicon Oasis Authority holding license number 29978 (hereinafter referred to as the “Service Provider”); and
B. --------------, a company registered and operating in Dubai, United Arab Emirates, holding trade license ------- with an address located at Dubai, United Arab Emirates, P.O. Box -------, and represented by -------, [job title of signatory] (hereinafter referred to as the “Recipient /Recipient”).
In this Agreement, wherever the context so permits or requires, the expressions “Service Provider/Service Provider ” and the “Recipient ” shall each be individually referred to as the “Party” and collectively referred to as the “Parties”.
RECITALS
WHEREAS:
- The Service Provider is engaged in the business of lifestyle coaching, outbound tour operation and textile trading;
- The Recipient is engaged in the business of [--------];
- The Parties wish to formalise their engagement through a detailed agreement to establish the terms and conditions governing the provision and receipt of the Services as described under Clause 1 of this Agreement.
1. STANDARD TERMS AND SCOPE OF SERVICES
1.1 The Service Provider hereby agrees to provide the Recipient with paid lifestyle coaching services including but not limited to courses on general developmental, thematic seminars, training, courses, master classes, individual consultations, instructional sessions (Collectively referred to as the “Services”).
1.2 The Parties acknowledge and agree that the mode of delivering the educational services, as described in this Agreement, shall be determined based on mutual understanding and agreement. The Service Provider and the Recipient recognize the flexibility inherent in modern coaching methods and understand that the Services may be conducted either in a virtual format or in person, as determined by the nature of the Services, the preferences of both Parties, and any prevailing circumstances.
1.3 The Agreement shall be read along with the application submitted by the Recipients’ on the Service Provider’s website www.masterskaya22.com/dubai_eng (the “Website”) and this shall form an integral part of this Agreement.
2. PAYMENT
2.1 The Recipient agrees to pay the Service Provider the total sum specified in the payment schedule attached as Exhibit A (“Service Fees”). The Service Fee shall be made in the currency and through the payment method outlined in this Agreement.
2.2 The Service Fees shall be paid by the Recipient to the Service Provider’s bank account or through the payment mode available on the Website, as applicable. For the avoidance of doubt, the Service Fees shall be deemed as completed upon receipt of the Fees in full.
2.3 Late payments may be subject to additional fees as specified in the payment schedule under Exhibit A.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 The Recipient agrees to fulfill their financial obligations promptly and punctually, making payments to the Service Provider in accordance with the terms specified under Clause 2.1 of this Agreement.
3.2 The Recipient shall have the privilege to seek clarification, pose inquiries, and request pertinent information as necessary to enhance the effectiveness and efficiency of the Services provided.
3.3 Both the Recipient and the Service Provider commit to exercising a consistent and reasonable degree of care and diligence. They will each employ measures to safeguard their respective information and uphold their obligations towards the Services. This diligence aims to prevent any potential harm arising from the execution of the Services.
3.4 In the event of any actual or suspected unauthorized use, disclosure, or loss of Confidential Information pertaining to the Recipient, the Service Provider shall be held harmless and not responsible for such incidents.
4. REPRESENTATIONS AND WARRANTIES
Notwithstanding anything contained in this Agreement, each Party represents and warrants in their personal capacity to the other Party as follows:
4.1 The Parties have the right, power, and authority to enter into and perform its obligations under this Agreement.
4.2 The execution of this Agreement and performance of its obligations thereunder shall not violate or conflict with, or exceed any limit imposed by (i) any law or regulation to which it is subject, (ii) any other agreement, instrument or undertaking binding upon it.
4.3 All information furnished to the other Party at any time before the execution of this Agreement relative to the subject matter of this Agreement was at the time at which it was provided and remains at the date hereof true and accurate in all material respects, and that there is no information related to the subject matter of this Agreement of which either Party is aware which has not been disclosed to the other Party and which would or could if disclosed adversely affect or prejudice such Party’s decision to enter into this Agreement.
4.4 Except for the representations and warranties contained in this Clause 4, neither of the Parties makes any representations or warranties, express or implied, and the Parties hereby disclaim any other terms or warranties, whether made by the Parties or any of their affiliates, with respect to the execution and delivery of this Agreement.
2.1 The Recipient agrees to pay the Service Provider the total sum specified in the payment schedule attached as Exhibit A (“Service Fees”). The Service Fee shall be made in the currency and through the payment method outlined in this Agreement.
2.2 The Service Fees shall be paid by the Recipient to the Service Provider’s bank account or through the payment mode available on the Website, as applicable. For the avoidance of doubt, the Service Fees shall be deemed as completed upon receipt of the Fees in full.
2.3 Late payments may be subject to additional fees as specified in the payment schedule under Exhibit A.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 The Recipient agrees to fulfill their financial obligations promptly and punctually, making payments to the Service Provider in accordance with the terms specified under Clause 2.1 of this Agreement.
3.2 The Recipient shall have the privilege to seek clarification, pose inquiries, and request pertinent information as necessary to enhance the effectiveness and efficiency of the Services provided.
3.3 Both the Recipient and the Service Provider commit to exercising a consistent and reasonable degree of care and diligence. They will each employ measures to safeguard their respective information and uphold their obligations towards the Services. This diligence aims to prevent any potential harm arising from the execution of the Services.
3.4 In the event of any actual or suspected unauthorized use, disclosure, or loss of Confidential Information pertaining to the Recipient, the Service Provider shall be held harmless and not responsible for such incidents.
4. REPRESENTATIONS AND WARRANTIES
Notwithstanding anything contained in this Agreement, each Party represents and warrants in their personal capacity to the other Party as follows:
4.1 The Parties have the right, power, and authority to enter into and perform its obligations under this Agreement.
4.2 The execution of this Agreement and performance of its obligations thereunder shall not violate or conflict with, or exceed any limit imposed by (i) any law or regulation to which it is subject, (ii) any other agreement, instrument or undertaking binding upon it.
4.3 All information furnished to the other Party at any time before the execution of this Agreement relative to the subject matter of this Agreement was at the time at which it was provided and remains at the date hereof true and accurate in all material respects, and that there is no information related to the subject matter of this Agreement of which either Party is aware which has not been disclosed to the other Party and which would or could if disclosed adversely affect or prejudice such Party’s decision to enter into this Agreement.
4.4 Except for the representations and warranties contained in this Clause 4, neither of the Parties makes any representations or warranties, express or implied, and the Parties hereby disclaim any other terms or warranties, whether made by the Parties or any of their affiliates, with respect to the execution and delivery of this Agreement.
5. TERM AND TERMINATION
5.1 The term of this Agreement shall commence on the Effective Date hereof and shall continue for a period of 12 months.
5.2 Mutual Agreement: Either Party may terminate this Agreement by mutual written agreement.
5.3 Breach: If either Party breaches a material term of this Agreement or fails to remedy the breach within 30 days of receiving written notice from the non-breaching Party, the non-breaching Party may terminate the Agreement.
5.4 The Recipient may terminate this Agreement at their convenience by providing written notice to the Service Provider at least 7 days before the intended termination date. In such cases, the Recipient shall not be entitled to a refund for any prepaid but unused Services.
6. INDEMNITY
The Parties mutually hereby holds harmless its officers, agents and employees from and against any of all the claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, actual, direct, out-of-pocket costs and reasonable outside legal fees arising from litigation of every negligence, wilful any kind or nature) arising out of in connection with the Services, for sole negligence, willful misconduct of performance or the failure to comply with any of the obligations contained in this Agreement.
7. INTELLECTUAL PROPERTY
Intellectual property rights arising from performing the Services under this Agreement shall be the property of the Service Provider. This includes, without limitation, drawings, engineering designs, etc. The Recipient agrees to take reasonable steps to protect the Intellectual Property of the Service Provider. The Service Provider shall own the intellectual property rights in all the Services. The Recipient hereby absolutely and irrevocably assigns to the Service Provider, as legal and beneficial owner and with full title guarantee, by way of present assignment of present and future copyright, all the rights, whether in existence now or created in the future together. The Recipient also hereby waives any moral rights in the Services. The Recipient agrees to do all such acts and execute any documents as may be necessary to vest such rights in the Service Provider. Any Intellectual Property in any Services produced by the Service Provider shall belong to and vest in the Service Provider unless otherwise agreed in writing between the Parties.
8. CONFIDENTIALITY
The Parties recognize and agree that during the term of this Agreement and thereafter, any confidential information disclosed by one Party to the other Party shall be treated in strict confidence, not disclosed to any third party, and used solely for the purpose of fulfilling obligations under this Agreement. This obligation of confidentiality shall not apply to information that is already in the public domain or rightfully obtained from a third party and shall survive the termination of this Agreement.
5.1 The term of this Agreement shall commence on the Effective Date hereof and shall continue for a period of 12 months.
5.2 Mutual Agreement: Either Party may terminate this Agreement by mutual written agreement.
5.3 Breach: If either Party breaches a material term of this Agreement or fails to remedy the breach within 30 days of receiving written notice from the non-breaching Party, the non-breaching Party may terminate the Agreement.
5.4 The Recipient may terminate this Agreement at their convenience by providing written notice to the Service Provider at least 7 days before the intended termination date. In such cases, the Recipient shall not be entitled to a refund for any prepaid but unused Services.
6. INDEMNITY
The Parties mutually hereby holds harmless its officers, agents and employees from and against any of all the claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, actual, direct, out-of-pocket costs and reasonable outside legal fees arising from litigation of every negligence, wilful any kind or nature) arising out of in connection with the Services, for sole negligence, willful misconduct of performance or the failure to comply with any of the obligations contained in this Agreement.
7. INTELLECTUAL PROPERTY
Intellectual property rights arising from performing the Services under this Agreement shall be the property of the Service Provider. This includes, without limitation, drawings, engineering designs, etc. The Recipient agrees to take reasonable steps to protect the Intellectual Property of the Service Provider. The Service Provider shall own the intellectual property rights in all the Services. The Recipient hereby absolutely and irrevocably assigns to the Service Provider, as legal and beneficial owner and with full title guarantee, by way of present assignment of present and future copyright, all the rights, whether in existence now or created in the future together. The Recipient also hereby waives any moral rights in the Services. The Recipient agrees to do all such acts and execute any documents as may be necessary to vest such rights in the Service Provider. Any Intellectual Property in any Services produced by the Service Provider shall belong to and vest in the Service Provider unless otherwise agreed in writing between the Parties.
8. CONFIDENTIALITY
The Parties recognize and agree that during the term of this Agreement and thereafter, any confidential information disclosed by one Party to the other Party shall be treated in strict confidence, not disclosed to any third party, and used solely for the purpose of fulfilling obligations under this Agreement. This obligation of confidentiality shall not apply to information that is already in the public domain or rightfully obtained from a third party and shall survive the termination of this Agreement.
9. SEVERABILITY
If any provision of this Agreement shall be held or deemed to be, or shall be, illegal, inoperative, or unenforceable, the same shall not affect any other provision contained herein or render the same invalid, inoperative, or unenforceable to any extent whatsoever, which provisions shall remain in full force and effect.
10. LIMITATION OF LIABILITY
The Service Provider shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from the provision of the Services, for any reason, whatsoever.
11. GOVERNING LAWS AND RESOLUTION OF DISPUTES
11.1 This Agreement shall be governed by and construed in accordance with the laws of the UAE.
11.2 In the event of any disputes or controversies between the Parties arising out of or in connection with this Agreement, the Parties shall use all reasonable endeavors to resolve the matter on an amicable basis. If the Parties cannot amicably resolve such disputes or controversies within thirty (30) days from the service of such notice, then such dispute shall be resolved finally by the Dubai Courts.
IN WITNESS WHEREOF, each of the Parties have signed this Agreement on the Effective Date first above written.
Signed:
If any provision of this Agreement shall be held or deemed to be, or shall be, illegal, inoperative, or unenforceable, the same shall not affect any other provision contained herein or render the same invalid, inoperative, or unenforceable to any extent whatsoever, which provisions shall remain in full force and effect.
10. LIMITATION OF LIABILITY
The Service Provider shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from the provision of the Services, for any reason, whatsoever.
11. GOVERNING LAWS AND RESOLUTION OF DISPUTES
11.1 This Agreement shall be governed by and construed in accordance with the laws of the UAE.
11.2 In the event of any disputes or controversies between the Parties arising out of or in connection with this Agreement, the Parties shall use all reasonable endeavors to resolve the matter on an amicable basis. If the Parties cannot amicably resolve such disputes or controversies within thirty (30) days from the service of such notice, then such dispute shall be resolved finally by the Dubai Courts.
IN WITNESS WHEREOF, each of the Parties have signed this Agreement on the Effective Date first above written.
Signed:
Service Provider_____________________________________Recipient____________________
Exhibit A
Payment Schedule
a. Full Payment: The Recipient agrees to make a single payment of [Total Payment Amount] in advance upon signing this Agreement, confirming their commitment to the Services.
b. Late Payment Fee: In the event of late payment, a late fee of [Late Fee Amount] or [Late Fee Percentage] % of the overdue amount, whichever is greater, shall be applied.