SERVICES AGREEMENT

mukiialice64
Agreements
March 6, 2024

DATED the                                       day of                                                                        2023

 

 

 

 

 

 

SERVICES AGREEMENT

 

BETWEEN

 

 

XXX

[The Company]

 

-AND-

 

__________________________

[The Client]

 

 

 

SERVICES AGREEMENT

This SERVICES AGREEMENT (this “AGREEMENT”) is made as of ____________ (“the Effective Date”) by and between:

  1. WORLD KWEST LLC whose primary place of business is at XXX in the State of XXX ( “The Company”)

 

AND

 

  1. _______________________ whose primary place of business or physical address  is at _____________ (“The Client”)

 

(Individually referred to “a Party” and jointly referred to as “Parties”)

 

In consideration of the mutual covenants and agreements herein contained, the Parties hereby agree as follows:

 

 

  1. SERVICES

 

During the Term, the Company will provide to the Client the following services (“the Services”) with regard to the Company’s application subject to this Agreement (“XXX”):

 

  1. Entry of all design locations on of the business on XXX
  2. Visibility on our platform with your logo and points
  3. Access to your personalized code bar to sell your own memberships
  4. Access to promotional articles (at  the Client’s cost)

 

 

The Client shall avail QR CODE to the Company or in the alternative make the same available to the other clients (“XXX”) of the Company or members of XXX accessing the Client’s business or platforms.

 

The Client must provide the right information to the Company to enable the Company provide the Service as required under this Agreement.

 

 

 

  1. PACKAGE

 

The following packages shall be available for ___________________:

 

[  ] Number of points: ________________                                Price: $ _____________

 

 

[] Challenge                                                                                           Price: $ ________________

 

Number of challenges: ________________

 

Number of locations: _________________

 

Challenge description: _________________

 

[] Golden Spot                                                                                      Price: $____________________

 

Number of locations: ________________________

 

Description: __________________________

 

[] Mighty Wheel Of Luck                                                                 Price: $

 

Number of locations: ____________________

 

 

Total: $ ______________________

 

 

  1. TERM

 

This Agreement shall come into effect on the Effective Date which shall be the same date as the date that the World Kwest shall be launched and shall remain in force for a period of two years (“the Term”). Upon expiry of the Term, this Agreement maybe renewed for a further term as maybe agreed by the Parties in writing. Should this Agreement be renewed the Fees maybe escalated at a rate agreed between the Parties.

 

 

 

 

  1. FEES AND PAYMENT

 

It is hereby agreed by the Parties that Client shall pay for  the Services performed in accordance with this Agreement the amount of USD $ __________________ (“the Contract Price”). The Contract Price shall be paid in full by the Client before accessing the Services. The Company shall issue the Client with an invoice on or before the Effective Date. Payment shall become due immediately upon receipt of the invoice by the Client.

 

  1. REFUNDS

 

Due to the nature of the Services and the fact that the Services are offered on as “AS IS” basis, no refunds shall be issued by the Company for whatever reason.

 

  1. MARKETING AND PROMOTION

 

The Client may market and promote World Kwest on its businesses’ platforms however all the marketing and promotional content created by the Client in that regard must be approved by the Company before being utilized. The approval shall not be unreasonably withheld by the Company.

 

  1. PROTECTION OF THE IDEA BEHIND WORLD KWEST

 

It is understood that the Company has a worldwide right, title, and interest in and to information, ideas, concepts, improvements, discoveries, and inventions, and its copyrighted works relating to World Kwest as an application and online platform. The Client covenants that it shall not at any time create an application or online platform similar to World Kwest. The Client’s covenant under this section shall survive the expiry of the Term or termination of this Agreement and shall remain in effect indefinitely.

 

  1. RELATIONSHIP BETWEEN PARTIES

 

This Agreement does not create any legal partnership or joint venture relationship between the Parties.

 

 

 

  1. INDEMNITY

 

  • The Client shall indemnify and keep indemnified the Company  from and against any and all loss, damage or liability whether criminal or civil suffered and legal fees and costs incurred by the Client  in the course of the execution of the obligations under this Agreement and resulting from any act, neglect or default of the

 

  • Provided that such liability has not been incurred through any default by the Company in relation to its obligations under this Agreement.

 

  1. LIMITATION OF LIABILITY

 

Under no circumstances will the Company be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (including breach of contract, tort, negligence, or other form of action)—if said damage is the direct result of one of the Client’s  negligence or breach.

 

 

  1. NOTICES

 

  • All notices, requests and other communications pursuant to this Agreement shall be addressed as follows:

 

If to the Client

Telephone : ………………….

E-Mail: ………………………..

 

If to the Company

Telephone: ………………

E-Mail : …………………….

 

  • All notices or other communications required by this Agreement shall be in writing and shall be sent electronically or via certified or first-class mail and shall be regarded as properly given by close of business on the day that the notice was sent.
  • Any Party hereto may, by written notice, to the other Parties, change the address to which notices to such Party are sent.

 

  1. SETTLEMENT OF DISPUTES
  • Each party hereto should use its best efforts to settle amicably all disputes arising out of or in connection with this Agreement or in its interpretation. Dispute arising out of or in connection with this Agreement shall be resolved through negotiation and mutual understanding between the parties.
  • Any dispute incapable of being resolved as provided above shall be referred to arbitration pursuant to the arbitral laws of the State of __________.
  • The seat of arbitration shall be in _________________.
  • To the extent permissible by the law, the decision of the arbitral tribunal shall be final and binding to the Parties.

 

  1. TERMINATION
    • The Parties agree that either party may terminate this Agreement at any time, without cause, upon issuance of a thirty (30) days advance written notice.
    • Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Agreement which breach is irremediable or if such breach is remediable fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
    • This Agreement shall stand terminated upon the expiry of the Term unless parties mutually agree in writing to renew the Agreement.
    • Upon the termination of this Agreement the Client shall forthwith pay in full any sum of monies due and owing to the Company.

 

  1. GENERAL PROVISIONS:

 

Governing Law:  This Agreement shall be governed in all respects by the Laws of the State of ____________________.

Amendments: This Agreement may not be enlarged, modified, altered, or otherwise amended except in writing, signed by the Parties hereto and endorsed on this Agreement.

No Waiver: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

Severability: The invalidity or unenforceability of any particular provision of this Agreement, or portion thereof shall not affect the other provisions or portions thereof; and, this Agreement shall be construed in all respects as if any such invalid or unenforceable provisions or portions thereof were omitted and this Agreement shall remain in full force and effect

Force Majeure: The Company  reserves  the right to defer the date for the performance of their  obligations under the  Agreement or to terminate this agreement, if they are  prevented from, or delayed in, carrying on their  business offering the Services  by acts, events, omissions or accidents beyond their  reasonable control, including strikes, lockouts or other industrial disputes , failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

Costs; Each party will pay its own costs incurred in the preparation and implementation of all matters contemplated by this Agreement.

 

Counterparts: This Agreement may be signed in counterparts and shall be considered as fully executed on distribution of the counterpart pages to each of the executors hereto.

 

Entire Agreement: This Agreement constitutes the entire Agreement of the Parties and memorializes all past and present written and oral agreements and supersedes all prior agreements; and, no statements, promises, or inducements made by either Party or Agent that are not contained in this Agreement shall be valid or binding.

 

EXECUTION:

Signed by the Authorised Signatory Company:

Name : __________________________

Signature: ______________________

Date: _________________________

 Signed by the Authorised Signatory of the Client:

Name : ________________________

Designation : ___________________

Signature: ______________________

Date: _________________________

 

 

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