TERMS OF SERVICE
These Terms Of Service (“Terms”) are entered into between the Consultant and the Client (together the “Parties”) and are automatically incorporated into any engagement between the Parties.
“Consultant” means Jamila Musayeva.
“Client” means the person or entity purchasing Services from the Consultant.
“Contract” is the agreement for the Consultant to provide Services to the Client.
“Materials” means anything the Consultant produces to provide the Services.
“Services” are the services (such as tutoring, mentoring and coaching) provided by the Consultant.
2. CONTRACT BETWEEN CONSULTANT AND CLIENT
A Contract is made when the Consultant accepts a request by the Client to perform Services. The Contract will set-out the details of the Services to be provided. These Terms will automatically be incorporated into the Contract.
The Consultant will carry-out the Services as a reasonably competent professional.
The Contract commences on the date of agreement between the Parties, and continues until the Services are delivered (in the reasonable judgment of the Consultant) or the Contract ends. The Client’s payment obligations shall end once payment of any invoices issued is made in full.
3. PAYMENT OF CONTRACT
The Client shall ordinarily pay the Consultant’s invoice (“Contractual Invoice”) in full before the Consultant provides any Services. All banking charges and fees shall be borne by the Client.
Until the Contractual Invoice is fully paid, the Consultant is not required to provide any Services.
Alternatively, the Consultant (at their discretion) may require a smaller payment of the Contract Amount prior to commencement of Services, and the balance to be invoiced later. In such cases the invoiced amount must be paid in full before the Services are provided. The Consultant may invoice the Client for the outstanding amount at any time, and deliver (or continue to deliver) Services provided that the invoices are paid in full.
The Consultant may request an additional payment in advance from the Client to cover any out-of-pocket expenses incurred or which will be incurred by the Consultant (such as, but not limited to, travel, accommodation, food and sustenance) (“Additional Invoice”). The Client shall pay any Additional Invoice(s) before Services are delivered. Failure to pay shall entitle the Consultant to suspend and/or terminate the Contract.
The Consultant shall return any unused amounts from the Additional Invoice(s) at the end of the Contract. Where possible the Consultant shall keep documentary evidence and/or proofs of payments for expenses incurred under the Additional Invoice(s).
The Consultant may set-off any payments made under the Additional Invoice(s) against outstanding amounts due from the Contractual Invoices. In the event of non-payment of the Contractual Invoice(s) and/or Additional Invoice(s), the Consultant may allocate any payments made to satisfy outstanding invoices and the Client shall pay any outstanding balance.
4. EXPENSES & EXTRA COST
The Consultant may issue an Additional Invoice(s) for costs and expenses likely to be incurred in performance of the Contract.
All costs and expenses incurred by the Consultant shall be reimbursed by the Client upon receipt of an Additional Invoice(s) during or following the conclusion of the Contract.
5. LATE PAYMENT, SUSPENSION OF SERVICES
The Consultant may suspend and/or terminate the Contract until the Contractual Invoice and any Additional Invoice(s) are paid in full. If the Consultant issues an Additional Invoice whilst providing Services, the Services may be suspended and/or the Contract terminated before payment in full is received.
Interest on any outstanding balances shall be payable by the Client. Interest will accrue at 4% compounding monthly from the date the invoice was due.
Any costs, fees or expenses incurred by the Consultant in recovering unpaid amounts shall be reimbursed by the Client.
Late payment of invoices by the Client is a material breach of Contract. Unless otherwise stated on the invoices, time is of the essence for payment.
The Contract shall end upon the completion by the Consultant (in their reasonable judgment) of the Services. The Client shall be liable for any outstanding amounts until they are paid in full.
Either Party may terminate the Contract without cause by providing written notice to the other. Where the termination is more than 1 week before the delivery of the Services, the Consultant shall be entitled to retain 30% of any amount prepaid by the Client, together with any costs of expenses incurred. Where termination is less than 24 hours before the delivery of the Services, the Consultant shall retain 90% of any payments made, together with any costs and expenses incurred.
Either Party may terminate the Contract for a material breach by the other Party, provided that the defaulting Party has been advised in writing of the their breach and given reasonable time to remedy it.
7. CLIENT OBLIGATIONS
The Client shall be responsible for:
Organizing, arranging and pre-paying all travel and accommodation for the Consultant;
Providing a suitable venue for delivering the Services;
General organization of the Contract (such as marketing, publicity, and all other reasonable requests made by the Consultant).
Where travel and accommodation is necessary, all flights will be business class (or above), and all accommodation a 5-star hotel. Transport between the airport, venue and during the Contract shall be for the account of the Client, and shall be a private driver (or equivalent) and arranged by the Client.
All meals, support costs and other incidental costs incurred by the Consultant during the Contract shall be paid by the Client.
All equipment necessary for the provision of the Services shall be obtained and organized by the Client. Where audio-visual equipment is required, the Client shall provide the same and ensure that a specialist is onhand to provide support as required.
All visa arrangements shall be made and paid-for by the Client for the Consultant. The Consultant shall provide the Client all reasonably necessary information upon request.
The Client shall provide the Consultant in advance with the name and contact details of a single “point person” to liaise with during the Services.
If at any time during the Contract the Consultant wishes to change any of the above, they will notify the Client and the Client will ensure that the necessary changes are made as soon as possible.
8. CONTENT DELIVERY & PRODUCTION
The Consultant may create Materials (such as books, leaflets, guides - in writing, electronically or by any other means) for use during the Services. All rights in such material shall belong irrevocably to the Consultant.
Following the completion of the Contract the Client shall return and/or destroy any Materials provided by the Consultant, unless the Consultant agrees otherwise in writing. The Client may not pass-off, duplicate or reproduce, or refer to any Materials provided by the Consultant unless expressly agreed in writing.
The cost of producing any Materials (such as design and copy, printing and shipping) shall be borne by the Client and payable against an Additional Invoice(s).
9. POSTPONEMENT AND TERMINATION
Where the Services are postponed for reasons outside of the reasonable control by either Party (such as, but not limited to, war, strikes, lockouts, accidents, fire, visa and travel restrictions or any other cause outside of the direct control of a Party) (“Force Majeure”) the Parties shall seek to agree an alternative timeframe for providing the Services. Where this may require additional expense, the Consultant may issue an Additional Invoice to the Client.
The Client shall pay any external / third-party costs incurred in the event of suspension of Services (such as third party costs) - either directly to the third party or to the Consultant.
If the Parties cannot agree an alternative date for delivering the Services, the Parties may terminate the Contract by sending written notice to the other by email. Until such notification is received the Contract shall remain in force.
Upon termination the Client shall immediately pay all outstanding invoices to the Consultant. All rights, obligations and liabilities of the Parties (excluding the Client’s payment of invoices) shall thereafter be terminated.
The Consultant is not liable for any loss, damage or claim that may arise from the Contract unless caused by gross negligence or fraud.
In any event, the liability of the Consultant shall always be limited to the total value of the Contract.
The Consultant is not liable for any indirect or consequential losses suffered or claimed by the Client or any third parties.
The Consultant shall not be liable for any errors resulting from incomplete or inaccurate instructions from the Client.
The Client shall have in place insurance coverage for any property, equipment or persons impacted by the Contract.
12. RIGHT OF ASSIGNMENT
The Consultant may assign performance of parts of the Contract to trusted third parties where the Consultant consider it reasonable to do so.
13. SOCIAL MEDIA
The Parties shall not post anything on social media which is defamatory, derogatory or otherwise is likely to affect the reputation of the other Party. Any disputes shall be addressed in accordance with these Terms.
The Parties shall not otherwise publish or put into the public domain any opinion, review or other comments which may be damaging or harmful to the reputation of the other, without first having followed the dispute resolution procedures in these Terms.
14. OWNERSHIP OF RIGHTS
All Materials produced as a result of the Contract, including (but not limited to) written material, video footage and content remains the property of the Consultant.
Unless a buyout of the intellectual property rights of the material is agreed by the Parties in writing, the Consultant retains the copyright of all Materials and content. The Client may not use, sell or represent ownership of the Material without the express written agreement of the Consultant.
The Consultant may display the Client’s name and logo on their website as a party with whom they have worked.
Unless otherwise agreed the Parties will treat any information gained during the Contract as private and confidential. This includes (but is not limited to) the terms and pricing agreed, delivery of the Services and Materials used/created.
16. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms and the Contract are exclusively governed by the laws of the United Kingdom. Any dispute shall be governed in the English Court Court or (where the value is significant) the High Court of Justice, England.
Any claims against the Parties shall first be notified in writing to the other Party. The Parties shall negotiate in good faith to resolve the issue. If the issue cannot be resolved any claim must be notified to the Consultant in writing within 28 calendar days of its arising, otherwise it will be time-barred.
Any questions about the Services, the Contract or delivery of the Services must be discussed between the Parties first, with good-faith efforts made to find a resolution.
Upon a written request by either Party, that receiving Party shall appoint English and England-based solicitors for the purpose of accepting service of documents.
If any provision of these Terms is declared unlawful, void, or for any reason unenforceable, that provision shall be severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
The Contractor is an independent contractor and not as an employee of the Client. Each Party shall account for its own tax on the Services.
These Terms (unless supplemented by the Parties in writing) together with the Contract constitute the entire agreement between the Parties and supersedes all previous agreements, understandings and communications. No variation of these Terms is valid unless expressly agreed in writing between the Parties.
Any notice given to the Consultant shall be by email, addressed to [email protected]
None of these Terms should be enforced, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to the Contract.
By entering into the Contract the Parties warrant that they have the authority to do so.