Terms And Conditions

LARRY DAVIES TERMS AND CONDITIONS

(Effective as of 22/07/2022)

OVERVIEW

These Terms and Conditions shall apply to all business consulting, Market research and Mergers & acquisitions services proposed or provided by the Consultant, which are delivered entirely or partially to the Client.

In these General Terms and Conditions, the “Client” refers to the organization or Consultant with whom the Contract is entered into; “Consultant” means Larry Davies, or www.larrydave.com who is to deliver the business tasks expected or engaged for by the Client.  The “Project” means the services to be provided by the Consultant to the Client as specified in the Quote or Purchase Order; Subcontractormeans either an affiliate or subsidiary of the Consultant, or an independent contractor, which is qualified to perform the applicable services as contemplated by the Contract, and has been contracted by the Consultant accordingly, as evidenced by an agreement in writing. The “Engagement” means any agreement, in whatever form, reached between the Consultant and the Client pursuant to which the Consultant agrees to render services to the Client in exchange for a fee plus costs;

GENERAL

These Terms and Conditions govern the provision of all services from or on behalf of the Consultant to the Client and apply to all legal relationships between the Consultant and the Client.

These Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Client and any other terms and conditions submitted by the Client. Failure of the Consultant to object to terms and conditions set by the Client shall in no event be construed as an acceptance of any terms and conditions of the Client. Neither the Consultant’s commencement of performance nor the Consultant’s delivery of services shall be deemed or constituted as acceptance of any of the Client’s terms and conditions. Any other communication or conduct of the Client which confirms an agreement for the provision of services by the Consultant, as well as acceptance by the Client of any provision of services from the Consultant shall constitute an unqualified acceptance by the Client of these Terms and Conditions.

By contracting on the basis of these Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and the Consultant, even if this is not expressly stated.

THE CONTRACT

The Client appoints the Consultant and the Consultant accepts such appointment to provide the Services and Deliverables upon these terms and conditions, which may only be changed or amended by the written agreement of both parties.

If the Client has not accepted the business Proposal within three (3) calendar months then the Proposal (including the Consultant’s Fee quotation set out in the Proposal) will expire, unless an authorized representative of the Consultant has agreed to extend this period in advance in writing. The Consultant reserves the right to amend or withdraw the Proposal (including the Fee quotation set out in the Proposal) at any time until the Client formally accepts it.

Unless otherwise agreed in writing this Contract shall apply to all services and Deliverables provided by the Consultant to the Client.

If clients have their own Terms and Conditions, these shall not apply to the extent that they deviate from or contradict the Consultant’s Terms and Conditions. In the event of a conflict between two clauses, their minimum common ground shall apply. This is the case even if the Client should demand absolute precedence of his own Terms and Conditions. Should it prove impossible to determine the minimum common ground, these provisions shall not be part of the contract. In this case, the contract shall be governed by the individual agreements reached or by the statutory provisions.

The Consultant cannot guarantee exclusiveness for specific product fields, objects of research or methods of research, unless this is expressly agreed in writing. When exclusiveness is stipulated, its duration and any additional fee that may be incurred as a result must be laid down.

PERFORMANCE OF THE PROJECT

The Consultant shall determine the manner in which and the person by whom the Engagement will be carried out, considering, as far as is feasible, the reasonable requests expressed by the Client.

The Consultant shall complete the Project with reasonable skill, care and diligence in accordance with the Contract.

The Client hereby accepts that the time schedule allocated for the performance of an Service engagement may be subject to change in case of amendment to the services to be provided thereunder after conclusion of the Engagement.

In case of any change of circumstances under which the Engagement is to be performed which cannot be attributed to the Consultant, the Consultant may make any such amendments to the Engagement as it deems necessary to adhere to the agreed quality standard and specifications. Any costs arising from or related to this change of circumstances will be fully borne by the client.

The Consultant shall provide the Client with such reports of his work on the Project at such intervals and in such form as the Client may from time to time require. The Client has the right to notify the Consultant that it wishes to modify its requirements in relation to the Project. Such modifications shall not enter into effect until the parties have agreed on the consequences thereof such as to the Contract fee and the completion date of the Project.

SUBCONTRACTORS

The Consultant shall be free to involve Subcontractors, availing of specific expertise, in the performance of the Project, provided that the Consultant shall have these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to the Consultant. If requested by the Client, the Consultant shall identify these Subcontractors, specifying in each case their specific expertise.

CLIENT’S OBLIGATION

The Client shall at all times duly make available to the Consultant all information and documents that the Consultant deems necessary to be able to carry out the Engagement correctly, in the specified form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the Engagement.

The Client guarantees that Consultant or its employees can at all times work under safe conditions, in accordance with the relevant health and safety regulations and environmental rules, and shall indemnify and hold harmless the Consultant against all loss, expense or damage arising from or relating to this guaranty by the Client.

The Client shall duly inform the Consultant of any facts and circumstances that may be relevant in connection with the execution of the Engagement.

Furthermore, the Client shall guarantee the correctness, completeness and reliability of any information provided to the Consultant.

FEES AND EXPENSES

  • The Client shall pay to the Consultant fees at the rate specified in the Purchase Order.
  • Unless otherwise stated in the Contract, the Consultant shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by him in the performance of his duties hereunder subject to production of such evidence thereof as the Client may reasonably require.
  • Unless otherwise stated in the Contract, payment will be made within thirty (30) days of receipt of an invoice, submitted monthly in arrears, for work completed. Payment shall be into the bank account mentioned in the invoice.
  • Value Added Tax, where applicable, shall be shown separately on all invoices.
  • Any extra costs arising from or related to any delays in the completion of the Engagement stemming from the failure of the Client to duly make available to the Consultant the requested information and documentation, shall be fully borne by the Client.

INTELLECTUAL PROPERTY

All results generated by the Consultant in the Project, including reports, other documents and materials, shall become the property of the Client. The Consultant shall provide all reasonable assistance such that the Client may apply for patents, copyrights and other intellectual property rights in respect of these results.

CONFIDENTIALITY

The Consultant shall keep secret and not disclose and shall procure that his employees keep secret and not disclose any Confidential Information obtained by him during the performance of the Project. The foregoing shall not apply to information which (i) is or becomes part of the public domain without fault on the part of the Consultant; (ii) was already known by the Consultant, other than under an obligation of confidentiality, at the time of disclosure by the Client; (iii) is lawfully acquired by the Consultant from a third party on a non-confidential basis; or (iv) the Consultant is required to disclose pursuant to any law, lawful  governmental, quasi-governmental or judicial order.

Except with the prior written permission of the Consultant, the Client shall not publish or otherwise make available the contents of proposals, reports, presentations, memos, or other communications by the Consultant, unless these have been provided with the intention of providing third parties with the information set out therein. Furthermore, the Client shall not disclose any of the Consultant’s methods and work strategies without the Consultant’s written permission.

The provisions of this section shall apply during the term of the Contract and for a period of five (5) years thereafter.

WARRANTIES, LIABILITY AND INDEMNIFICATION

The Consultant, and any person put forward by the Consultant to perform the Project, shall not be liable if the services provided or the results generated by him in the Project are not absolutely correct, nor does the Consultant, or any person put forward by the Consultant to perform the Project, warrant, either expressed or implied, that the performance by him of the Project will not infringe upon intellectual property rights of any third party.

The Consultant, nor any person put forward by the Consultant to perform the Project, shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the use of the Project results by the Client, except to the extent that the same can be shown to be due to gross negligence or willful misconduct on the part of the Consultant or his employees. The Client shall indemnify the Consultant accordingly.

The Client shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Consultant, its employees or third parties, related to the performance by the Consultant of the Project, except to the extent that the same can be shown to be due to gross negligence or willful misconduct on the part of the Client or its employees. The Consultant shall indemnify the Client accordingly.

Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, the Consultant’s liability shall in aggregate not exceed the price for the Project. In any event, neither party shall be liable to the other party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.

TERM AND TERMINATION

Any times or dates set forth in the Contract for provision or completion by the Consultant of the services under the Project are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Engagement may change during the course of said performance. In no event shall the Consultant be liable for any delay in providing these services.

Either party may terminate the Contract by notice in writing forthwith in the event the other party:

  • is in default with respect to any material term or condition to be undertaken by it in accordance with the Engagement and / or the provisions of the Contract, and such default continues unremedied for a period of thirty (30) days after written notice thereof by the aggrieved party to the defaulting party;
  • is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or (iii) shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed for that party (and is not dismissed within sixty (60) days after appointment).

If the Client issues a termination notice, the Client shall be obliged to pay the Consultant a compensation equal to the agreed fees apportioned to the services already rendered by the Consultant, plus any additional costs incurred by the Consultant as a result of said early termination.

In case the Consultant cannot be reasonably expected to complete the works due to unforeseen circumstances, the Consultant may unilaterally terminate the Contract and the Engagement. The Client shall be liable for payment of an amount corresponding to the fees due for services already performed, while being entitled to receive the (preliminary) results of the services already performed, without the Client being entitled to derive any rights therefrom.

INDEPENDANCY

The Consultant shall perform the Contract as an independent contractor and shall not be the servant or agent of the Client.

NOTICES

Any notice given under or pursuant to the Contract shall be given in writing and shall be given by mail, registered mail or by facsimile transmission to the other party at the addresses mentioned in the Purchase Order, or to such other address as a party may by notice to the other have substituted therefore. Any such notice shall be deemed to have been received on the second (2nd) business day following the date of its mailing if sent by (registered) mail within the party’s jurisdiction, on the seventh (7th) business day following the date of its mailing if sent by (registered) mail outside party’s jurisdiction or on the next business day immediately following the date of transmission if sent by facsimile transmission.

OBSERVANCE OF LEGAL REQUIREMENTS

The Consultant shall carry out his obligations under the Contract in a manner that conforms to relevant legal requirements.

Without prejudice to the generality of these terms, in carrying out his obligations under the Contract the Consultant shall comply with relevant requirements contained in or having effect under current legislation relating to health, safety and welfare at work.

GOVERNING LAW AND JURISDICTION

All disputes which cannot be settled amicably shall be referred to the applicable courts in New York, United States, and the parties’ consent to the jurisdiction of the courts there.

The Contract is governed by and interpreted in accordance with the laws of the United States.

FORCE MAJEURE

Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with a Force Majeure event. Upon the occurrence of any Force Majeure event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the Force Majeure event and how it will affect its performance.