BACKGROUND

1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide the Services to the Client.
2. The Parties are entering into this Agreement to record the terms and conditions on which the Contractor will render the Services to the Client.

RENDER OF SERVICES

1. The Contractor hereby renders the Services to the Client, which Services the Client accepts, as set out in this Agreement.
2. The services are defined as: social media & digital marketing, business development consulting;
3. The Contractor and the Client may agree in writing to any additional services which the Contractor may render to the Client from time to time.

DURATION

1. This Agreement shall commence on the Signature Date and will continue for a minimum of 1 month and indefinitely therefore after until terminated as provided for in this Agreement.

FEES

The Contractor shall charge the Client the amounts agreed upon in the monthly subscription, covering the specified services and one-time fees as outlined in the agreement.

INVOICING AND PAYMENT

INVOICING

The Contractor shall submit to the Client its first invoice on the Signature Date.

The Contractor shall submit to the Client all subsequent invoices on the first day of each Month, or as soon as practically thereafter.

1. Each invoice submitted by the Contractor shall contain, at least, the following information:
2. The name and information of the Client;
3. The date of the invoice;
4. The due date for payment of the invoice;
5. The invoice number;
6. The amount due;
7. An itemised description of the services rendered;
8. The banking details of the Contractor;
9. Payment
10. All invoices shall be paid by the Client within 5 (five) days of receipt of such invoice.

INTELLECTUAL PROPERTY

The ownership of all Intellectual Property which exists at the Signature Date shall remain the Intellectual Property of the relevant Party concerned.

Nothing in this Agreement shall be interpreted as to give either Party any rights or claim whatsoever in respect of the other Party’s Intellectual Property.

All Intellectual Property and related material that is developed or produced or created in terms of this Agreement, shall be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

The Contractor shall not use the Intellectual Property for any purpose other than that contracted for in this Agreement, except with the prior written consent of the Client.

PROPERTY

Upon the expiry or termination of this Agreement, the Contractor shall return to the Client any property, documentation, records, Intellectual Property, or Confidential Information which is the property of the Client.

RETURN OF PROPERTY

The Contractor agrees and undertakes that it will not disclose, divulge, reveal, report or use, for any purpose, to any third party any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law.

The obligations of confidentiality shall apply during the subsistence of this Agreement and shall end upon the termination of this Agreement except in the case of any Confidential Information, in which case those obligations will last indefinitely, notwithstanding the termination of this Agreement.

BREACH

Upon the expiry or termination of this Should a Party breach a material provision of this Agreement (“Defaulting Party”), the non-defaulting Party may, without prejudice to any other rights it may have in law:

1. Cancel this Agreement by 30-day written notice to the Defaulting Party; or
2. Enforce specific performance of the terms of this Agreement; and
3. Recover such damages as it may have sustained.

The Defaulting Party shall be liable for all costs and expenses (calculated on an attorney and own client scale) incurred as a result of or in connection with the default.

TERMINATION

In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 (thirty) days written notice to the other Party.

This Agreement may be terminated at any time by mutual agreement of the Parties.

Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

MISCELLANEOUS

Interpretation

In this Agreement, unless the context requires otherwise:

1. Words importing any one gender shall include the other gender;
2. The singular shall include the plural and vice versa; and a reference to natural persons shall include created entities (corporate or unincorporated) and vice versa.
3. In this Agreement, the headings have been inserted for convenience only and shall not be used for nor assist or affect its interpretation.
4. If anything in a definition is a substantive provision conferring rights or imposing obligations on anyone, effect shall be given to it as if it were a substantive provision in the body of this Agreement.

APPLICABLE LAW AND JURISDICTION

1. This Agreement shall be governed by and interpreted under the laws of Florida.
2. The Parties hereby consent and submit to the jurisdiction of the state of Florida.

WARRANTY OF AUTH ORITY

Each Party warrants to the other Parties that it has the power, authority and legal right to sign and perform this Agreement and that this Agreement has been duly authorised by all necessary actions of the trustees and/or directors and/or shareholders, as the case may be, and constitutes valid and binding obligations on it in accordance with the terms of this Agreement.

PAYMENT AND INTEREST

All payments in terms of or arising out of the Agreement shall be made without deductions whatsoever to the Party entitled thereto prior to services rendered that month.

No Party shall have the right to defer, adjust or withhold any payment due to the other in terms of or arising out of this Agreement or to obtain deferment of judgment for such amount or any execution of such judgment by reason of any set-off or counterclaim of whatsoever nature or howsoever arising.

All payments due to the Contractor shall be paid into the bank accounts nominated by the Contractor in writing in terms of this Agreement.

NON-ASSIGNMENT

This Agreement is personal to the Parties and shall not be assigned (whether voluntarily or involuntarily) or otherwise transferred in whole or in part by either of the Parties without the prior written consent of the other Parties.

FURTHER ASSURANCES

The Parties agree to perform any further acts and to execute and deliver any further documents which may be necessary or appropriate to carry out the purposes and the implementation of this Agreement.

WHOLE AGREEMENT

The Agreement constitutes the whole Agreement between the Parties as to the subject matter hereof and no agreement, representations or warranties between the Parties, other than those set out herein are binding on the Parties.

VARIATION

No addition to or variation, consensual cancellation or novation of the Agreement and no waiver of any right arising from the Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by all of the Parties or their duly authorised representatives.

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