within the framework of contracts
between
Revenue Enablement FZCO, Dubai Silicon Oasis, DDP 1, Building A1, Dubai, UAE, hereinafter referred to as "Provider”
and
the service recipient – hereinafter referred to as the "Client".
1.1. The following General Terms and Conditions in the version valid at the time of the order shall apply exclusively to the business relationship between the Provider and the Client. Deviating general terms and conditions of the customer shall not be recognized unless the provider expressly agrees to their validity in writing.
2.1. The contract is concluded as soon as the customer agrees to the offer prepared by the provider (hereinafter referred to as "main contract") by signature and the provider confirms their agreement in writing or by email.
2.2. With the conclusion of the contract, the customer agrees to the General Terms and Conditions of the provider. The text of the contract shall be stored in compliance with data protection laws.
2.3. Unless explicitly stated otherwise, the contract language is English.
3.1. The provider offers its customers in particular the participation, provision and implementation of coaching, seminars and consulting services - multimedia, video-based, by telephone and also in-person. Depending on the offer, the services are standardized or individualized. The respective service description results directly from the main contract confirmed by the client.
3.2. The provider provides services for the customer in business consulting, marketing, and sales. Unless expressly agreed otherwise in writing, the provider does not owe the provision of a piece of work in this respect either. In particular, only the success of certain advertising and acquisition measure scan be forecast on the basis of empirical values. The customer is aware that success in this respect is not owed by the provider. If a separate remuneration is agreed upon for the achievement of a specific success of a measure, this is therefore paid as a performance-related bonus. In principle, however, there is no entitlement to the achievement of specific success.
3.3. The customer is obliged to cooperate within the framework of the contractual relationship. He shall provide the necessary cooperation immediately upon the first request by the provider. If the customer does not fulfil this obligation, they are in delay.
4.1. Until full payment has been made, the goods, services, products and content supplied remain the property of the provider.
5.1. All prices are net prices, i.e. exclusive of the applicable statutory value-added tax.
5.2. The service shall be provided at the times specified in the main contract with the customer.
5.3. Unless otherwise agreed with the provider, the customer is obliged to pay in advance. The agreed remuneration is due immediately upon the conclusion of the contract. In the event of agreed instalment payments, the first instalment shall be due upon conclusion of the contract, the subsequent instalments in each case at an interval of 30 days.
5.4. Unless otherwise agreed, the prices are to be understood in USD.
6.1. The contract is fixed for the term specified in the main contract. If nothing is stated, the standard terms of 3 months duration apply.
6.2. Early/free termination rights within the contract term are excluded.
6.3. The right to terminate without notice for good cause remains unaffected.
6.4. In the event of premature termination by the customer for good cause, the provider's claim to remuneration shall remain unaffected. The customer reserves the right to prove that the provider has suffered no or significantly less damage.
6.5. Upon expiration of the term stipulated in the main contract, unless otherwise agreed in writing, the agreement shall automatically convert to our "Enablement Subscription." This subscription provides continuous access to all our learning materials on our online knowledge platform at a rate of USD 500 per month. The Enablement Subscription can be cancelled by the customer with written notice at any time, effective at the end of the current billing month. No pro-ration will be applied for partial months.If the customer does not wish to transition to the Enablement Subscription or desires to discuss alternative arrangements, they must inform us in writing at least one month before the end of the original contract term. Absent such notice, the transition to the Enablement Subscription will proceed automatically.
7.1. The provider shall perform the agreed services in accordance with the offer with the necessary care.
7.2. It is agreed that, unless otherwise explicitly agreed in writing, the provider owes the provision of services and not the production of a work.
7.3. If the provider is prevented from providing the agreed services and the reasons for the impediment originate from the sphere of the customer, the provider's claim to remuneration shall remain unaffected.
7.4. In particular, but not exclusively, lack of communication, slow response times, and lack of delivery of content and information shall be considered as reasons for hindrance.
7.5. The Provider may involve third parties (media, suppliers, freelancers, marketers, etc.) who work as subcontractors in connection with the project contract. Furthermore, the Provider may engage third parties on behalf of the Client. Before the Provider engages a third party on behalf of the Client that incurs significant costs, the Provider shall obtain cost approval from the Client. The contractual relationship in this case is directly between the client and the third party. The Provider's liability to the Client for errors and omissions of subcontracted third parties is excluded to the extent permitted by law.
7.6. The Provider may transfer the Main Contract with all rights and obligations to companies controlled by it or under a common control (without the Client's consent).
8.1. The instructions required within the framework of the execution of the contract (incl. amendments to the contract) may be issued by the customer in writing or verbally. If verbal instructions are given, the client is required to confirm them in writing without delay. The client acknowledges and agrees that instructions which result in a change to the project contract may lead to price and/or deadline adjustments.
8.2. The provider shall inform the customer of any changes to the contract (including price and/or schedule adjustments) after receipt of a written instruction or confirmation. If the customer wishes to limit the group of persons authorized to give instructions to certain persons, he must inform the provider of this in writing. Otherwise, the provider may assume that all persons of the customer (including any auxiliary persons of the customer) are authorized to issue instructions.
9.1. The customer must ensure the usual conduct of a bona fide businessman vis-à-vis the provider. The provider reserves the right to pursue any unlawful and/or improper or unfounded statements about the provider and its services, whether by customers, competitors or other third parties, in particular untrue statements of fact and defamatory criticism, under civil law and, moreover, to bring criminal charges against the provider without prior notice.
9.2. When participating in the provider's programmes and services, the customer must promote the content-free continuation thereof and ensure this through commercially adequate conduct towards the provider and other participants. However, if the customer impairs the operation and/or provision of the provider's programmes and services through unreasonable behaviour, the provider shall request the customer once to stop the impairment. In the event of repetition, the Provider shall then be entitled to exclude the Client from its programmes and services temporarily or permanently. The claim to remuneration in these cases remains unaffected.
10.1. The provider has the exclusive copyright to images, videos, texts, webinars, databases, etc. published by the provider (especially but not limited to Slack, Telegram, Meta or password-protected platforms). Any use of this content is not permitted without the provider's consent.
10.2. The customer receives a simple right of use with regard to the contents deposited in the password-protected member area by the provider or otherwise made available exclusively for the duration of the contract term. This right of use serves to implement the contract concluded individually with the customer.
10.3. The customer is provided with access and logins to programmes, content and platforms exclusively for the duration of the booked contract term and, generally, on a strictly personal basis. Passing on the accesses, login data and content provided to third parties not authorized by the provider vis-à-vis the customer is strictly prohibited.
10.4. In the event of infringements of the aforementioned obligation, an appropriate contractual penalty shall apply, the amount of which is to be determined by the provider at its reasonable discretion depending on the programme and which may amount to up to USD 100,000 in individual cases. Access by members of the client's staff/employees is in principle subject to approval, but must be expressly approved and confirmed by the provider to the client.
10.5. By using the membership platforms, the customer agrees to the evaluation of the individual user behaviour and the collection of the associated data (also IP and MAC address), which may have personal reference, on the respective platform by the provider and the use of corresponding software for the duration of the contract.
10.6. Violation of the provider's trade and business secrets and copyrights will always be prosecuted under civil law and reported under criminal law to the competent investigating authority.
10.7. The customer does not receive any right of use in relation to advertising texts/advertisements published by the provider on its websites or within forums, groups, Slack channels or similar.
11.1. Without the Provider's prior consent, the Customer is not entitled to use or refer to the Provider's company names, logos and trademarks.
11.2. The Client agrees to submit a testimonial (video + text) as a case study about the cooperation with the Provider, which will be created by the Provider. The Provider is entitled to use the testimonial, case study, company, logos and brands of the Client in marketing and sales materials.
12.1. Both parties undertake to keep secret all business transactions and information of the other party of which they become aware in the course of the cooperation. This obligation to maintain secrecy shall apply beyond the duration of this contract. However, this confidentiality obligation does not cover the work results that the provider and/or the customer may use. Furthermore, information which is publicly accessible, which was already Anthe possession of the other party prior to the conclusion of the contract or contract negotiations, as well as information which a party has lawfully received from third parties, is not subject to confidentiality. A non-disclosure agreement signed prior to the conclusion of the contract shall be deemed an integral part of these provisions.
13.1. The protection of personal data is a top priority for the provider. The provider, therefore, informs separately in the data protection regulations about the collection, storage and processing of personal data as well as about the rights of the persons concerned in this respect. The customer confirms that he/she has taken note of these provisions before using the services of the provider and that he/she agrees with them.
13.2. The customer revocable consents to be contacted by the provider and its affiliated companies by means of remote communication (e.g. e-mail, SMS, telephone, messenger services). If the customer objects to being contacted by the provider, the customer must inform the provider in writing. The statement of objection must specify all means of contact that are not desired. The provider shall not be held responsible for any incompleteness in this respect.
13.3. The customer revocable consents to the storage and processing of all personal data left with the provider by the customer. The customer revocable consents to the use of cookies within the provider's services, to the evaluation, storage and aggregation of the customer's user behaviour and to the processing and transmission of the personal data and user profiles left with the provider for marketing and advertising purposes to third companies from non-EU/EEA countries).
14.1. The remuneration contractually owed by the customer shall be invoiced by the provider or settled by a bank transfer provider. Should the customer wish to pay the contractually owed remuneration by credit card instead of bank transfer, a processing fee of three percent will be added.
14.2. Unless otherwise agreed, payment shall be made in USD.
14.3. Payment of the purchase price is due immediately upon the conclusion of the contract. In the event of the agreed payment by instalments, the first instalment is due upon conclusion of the contract, the subsequent instalments in each case at an interval of 30 days. The payments shall be made by credit card. The processing fee of three percent outlined in point 14.1 shall not be applied.
14.4. If the due date for payment is determined by the calendar, the customer shall already be in default by missing the deadline. In this case, he owes the provider default interest of five percent for the year.
14.5. The obligation of the customer to pay default interest does not exclude the assertion of further damages caused by default and other claims for damages by the Provider.
15.1. The Provider shall be liable for material defects in accordance with the applicable statutory provisions.
15.2. An additional guarantee only exists for the goods delivered by the Provider if this was expressly given in the main contract for the respective item.
16.1. The Customer agrees that the Provider shall not be held liable for any damages, losses, fines, penalties, or negative consequences resulting from the Provider's consulting services, implementation work, or the Customer's use of such services or implementations.
16.2. Notwithstanding clause 1.1, in cases of breach of material contractual obligations, the Provider's liability shall be limited to foreseeable damages typical for the contract, provided such damages were caused by simple negligence. This limitation does not apply to claims arising from injury to life, limb, or health.
16.3. Material contractual obligations are defined as those essential for the proper execution of the contract and on whose fulfilment the Customer regularly relies.
16.4. The limitations of liability stated herein extend to the Provider's legal representatives and agents if claims are made directly against them.
16.5. The liability limitations in clause 1.2 do not apply if the Provider has fraudulently concealed a defect or provided a guarantee for the quality of the service. The same applies to any specific agreements between the Provider and the Customer regarding the quality of the service.
16.6. The Customer acknowledges and agrees that they are solely responsible for ensuring compliance with all applicable laws, regulations, and industry standards in their use of the Provider's services or implementations. The Provider's services and implementations do not constitute legal advice, and the Customer agrees to seek independent legal counsel to ensure compliance in their business operations.
16.7. In no event shall the Provider be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from the Customer's use or inability to use the Provider's services, tools or implementations.
17.1. In principle, the customer has no right of revocation vis-à-vis the Provider.
18.1. The client undertakes, for the duration of the cooperation and for up to one year after termination of the cooperation, not to directly or indirectly entice away, hire or engage as consultants any employees, business managers or directors among themselves. Indirect enticement includes, but is not limited to, actions by affiliated companies. A penalty of USD 100,000 shall be paid for any violation of the non-solicitation clause.
19.1. All contracts concluded between the customer and the provider shall be governed exclusively by the applicable law at the head office of the provider, i.e. the United Arab Emirates. The application of international private law as well as the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is explicitly excluded.
19.2. The place of jurisdiction is at the head office of the provider.
19.3. The terms & conditions are provided in English and German. In case of doubt, the English version shall apply.
19.4. Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after the conclusion of the contract, the validity of the rest of the contract shall remain unaffected. The invalid or unenforceable provision shall be replaced by the invalid or unenforceable provision whose effects come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.