MAXIMPACT CONSULTANT INTRODUCTION AGREEMENT
BY TICKING THE “ACCEPT INTRODUCTION AGREEMENT” BUTTON DISPLAYED AS
PART OF THE INTRODUCTION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND
CONDITIONS OF THE MAXIMPACT CONSULTANT INTRODUCTION PROGRAM. IF YOU
ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL
ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY
TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR”
SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU
DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE
IN THE MAXIMPACT CONSULTANT INTRODUCTION PROGRAM.
This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise
terminated in accordance with the provisions of this Agreement, for a period of 12 months (the
“Term”). [The Agreement will renew automatically for the same term listed above. unless either Party
gives a 30 days’ written notice by e-mail of its intent not to renew.]
BETWEEN: YOU, (the “Agent”), shall mean the person or business entity that reviews and
agrees the terms and conditions of this Agreement by clicking “I agree”
AND : Maximpact Services, a Limited liability company existing under the laws of United
Arab Emirates,(the “Seller”) with its registered address at Office No.135 F-D, Level 1, Incubator
building, Masdar City, Abu Dhabi, United Arab Emirates, with the registered number MC 11460
WHEREAS, the Agent is engaged in to perform the services described in this Agreement (the
WHEREAS, the Seller publishes advertisements for third-party websites on the Seller’s website ---
www.maximpact.com (the “Website”);
WHEREAS, the Seller wishes to engage the Agent for the purpose of the introduction or engagement
of a consultant on the terms and conditions set forth below;
WHEREAS, each Party is duly authorized and capable of entering into this Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits
contained herein, the Parties hereby agree as follows:
The total compensation for the Services shall be as 50 % of the net value of goods and services sold by
the Seller as a direct result of a consultant introduction. Net value should exclude value added tax and
payments honoured by a financial institution. Commissions for consultant introductions are based
upon the agreed prices at the time of order and is recorded by the Seller.
The Seller can change its offer for the introduction commission at any time, which will apply to all
new advertisements from the date of change noted on this website.
This Agreement may be terminated:
By either Party on provision of 30 days of written notice to the other Party.
By either Party for a material breach of any provision of this Agreement by the other Party,
if the other Party’s material breach is not cured within 10 days of receipt of written notice thereof.
By either party at any time and without prior notice, if the other Party is convicted of any
crime or offense, fails or refuses to comply with the written policies or reasonable directives of
the other Party, or is guilty of serious misconduct in connection with its performance under this Agreement.
(a) The Agent agrees to do each of the following:
To select, contract, monitor, introduce or engage an appropriate Consultant for the Seller
The Agent is responsible for selecting the Consultant, and awarding subsequently
administrating the Contract. The employing of consultants depend on circumstances of the
particular services needed for the Seller as:
- The need for high-quality services
- The need for economy and efficiency
- The need to give qualified consultants from all eligible countries
(b) The Seller agrees to do each of the following:
Provide all assistance and cooperation to the Agent
Provide initial information and deliver the Agent within 7 days of the Effective Date
Act as an “Collateral Agent” for itself when needed
Make a good faith effort to provide customers with the products and/or services advertised in the Advertisement.
The Agent agrees, during the Term and 3 years thereafter, to hold in strictest confidence and not to
use, except for the benefit of the Parties or as required by law, or to disclose to any person, firm, or
corporation without the prior written authorization of the Seller any Confidential Information.
“Confidential Information” means The Seller’s proprietary information, technical data, trade secrets,
or know-how, including, but not limited to, reports, research, product plans, products, services,
customer lists, markets, software, developments, inventions, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information, marketing, finances, or other business
information disclosed to one Party by the Agent, either directly or indirectly.
The Agent may do follow-up enquiries with any introduced Consultant to confirm their appointment
and to gather feedback about their experience with the Seller’s goods or services as supplied. The
Agent may use the confidential Information to the extent necessary for negotiations, discussions, and
consultations with the Seller’s personnel or authorized representatives or for any other purpose the
Seller may hereafter authorize in writing. At the request of the Seller, the Agent must promptly return
all copies of confidential information received from the Seller, and must promptly destroy all other
confidential information prepared by it in connection with this Agreement, including, without
limitation, any notes, reports, or other documents.
The Agent shall indemnify, defend and hold the Seller harmless from and against any and all claims,
demands, actions, losses, damages, assessments, charges, liabilities costs and expenses (including
without limitation interest, penalties, and attorney’s fees and disbursements) which may at any time be
suffered or incurred by, or be assessed against, any and all of them, directly or indirectly, on account
of or in connection with:
The Agent’s default under any provision herein, breach of any representation or warranty herein, or failure in any way to perform obligation hereunder; or
Negligent acts or omissions or the wilful misconduct of the Agent or its employees, Referrals, contractors or invitees
NATURE OF RELATIONSHIP
The Parties agree that nothing in this Agreement shall be construed as creating a joint venture,
partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as
authorizing either Party to act as the agent of the other. Nothing in this Agreement shall create any
obligation between either Party or a third party.
No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.
The Agent may not, without the prior written consent of the Seller, assign, subcontract, or delegate its
obligations under this Agreement, except that the Seller may transfer the right to receive any amounts
that may be payable to it for its Services under this Agreement, which transfer will be effective only
after receipt by the Agent of written notice of such assignment or transfer.
SUCCESSORS AND ASSIGNS
All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference
to their respective successors and assigns. The provisions of this Agreement shall be binding on and
shall inure to the benefit of the successors and assigns of the Parties.
A Party shall be not be considered in breach of or in default under this Agreement on account of, and
shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by
reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that
Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure
Event occurs, the affected Party shall, as soon as practicable:
Notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
Use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.
The failure of either Party to insist on strict performance of any covenant or obligation under this
Agreement, regardless of the length of time for which such failure continues, shall not be deemed a
waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express
or implied, to or of any breach or default in the performance of any obligation under this Agreement
shall constitute a consent or waiver to or of any other breach or default in the performance of the same
or any other obligation.
Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing by e-mail to the respective Party.
APPLICABLE LAW AND DISPUTE SETTLEMENT
This Agreement and the rights and obligations of the Parties hereto shall exclusively be governed by
and construed in accordance with the laws of Switzerland.
Any dispute, controversy or claim arising out of or in relation to this agreement, including the validity,
invalidity, breach or termination thereof, shall be resolved by arbitration in accordance with the Swiss
Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the
Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be
one. The seat of arbitration shall be Geneva. The arbitral proceedings shall be conducted in English
COUNTERPARTS/ ELECTRONIC SIGNATURES
This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same instrument. For purposes of this Agreement,
use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement is held to be invalid,
illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid,
illegal, or unenforceable provisions had never been contained herein.
This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the
Parties with respect to the subject matter hereof, and supersedes any and all other prior and
contemporaneous agreements and understandings, both written and oral, between the Parties.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.