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4.1 General Terms and Conditions of Kapiri Consulting Group of Companies

 

  1. Unless expressly waived in writing by the KAPIRI Consulting Group of Companies these general terms and conditions (the “Conditions”) will be deemed to be incorporated in all agreements entered into, and applicable to all services rendered, by any company or entity belonging to, or any individual employed by, the KAPIRI Consulting Group of Companies (all and each of them hereinafter further referred to as KAPIRI Consulting).
  2. A client may not assign its rights and obligations under any agreement with KAPIRIConsulting to any affiliated or third party without the prior written consent of KAPIRI Consulting.
  3. KAPIRI Consulting is at any time, in its sole discretion, entitled to request references or additional information about a client’s identity, about the business activities of a client or about persons involved in a client’s business, and further to request any and all information as KAPIRI Consulting deems necessary or appropriate.
  4. KAPIRI Consulting may act and rely upon written requests, instruments or documents of any kind, which appear to have been signed (in original or facsimile), endorsed or prepared by a client. If a request or instruction from a client is rendered to KAPIRI Consulting by telephone or facsimile, KAPIRI Consulting will not be liable for any damages, charges, fines, taxes, costs and expenses sustained, incurred or expended, directly or indirectly (including without limitation, fees, costs and expenses of attorneys, auditors and other experts), by a client in connection with a misunderstanding or transmission error resulting of this method of communication, including any mistake by KAPIRI Consulting on the identity of the sender. KAPIRI Consulting may, without incurring any liability, request written confirmation of instructions. This non-liability includes any damages incurred in connection with the use of E-mail communication, multimedia or cyber facilities, as well as any other commercially available communication facility.
  5. For the protection of both clients and KAPIRI Consulting, as well as to avoid or to correct any misunderstanding, KAPIRI Consulting has the right to, at its sole discretion and without prior notice, tape any telephonic conversation made with, or made on behalf of, a client.
  6. If any documents are supplied to KAPIRI Consulting for distribution or publication, clients must take care that such documents shall not infringe any copyright, patent or other legal rights of any third party. In addition, the contents of such documents shall not be of a sexual, political, indecent or immoral character. Clients will hold KAPIRI Consulting harmless and fully indemnified against and from any liabilities, damages, charges, fines, taxes, costs and expenses incurred, sustained or expended, directly or indirectly, by KAPIRI Consulting as a consequence of any such infringement or character.
  7. The copyright of all written materials, including agreements, documents, reports and record books, prepared by KAPIRI Consulting shall vest in KAPIRI Consulting. Clients shall only have the right to use such material for the instances and the purposes such material was prepared for.
  8. Any legal or other advice given, and any reports prepared, by KAPIRI Consulting, may only be relied upon by the client to whom such advice was given or for whom such report was prepared.
  9. KAPIRI Consulting shall not be obliged to do or omit to do anything that it considers to be in conflict with the lawful interests of a client, with the interests of KAPIRI Consulting and/or the laws and regulations of any applicable jurisdiction.
  10. In connection with the proper performance of its duties, KAPIRI Consulting may for the account of a client engage the services of accountants, auditors, lawyers or other professional service providers in order to obtain such advice or to provide such services as KAPIRI Consulting reasonably deems appropriate or necessary. For defraying the expenses incurred KAPIRI Consulting for such professional services employed, KAPIRI Consulting may request the payment of retainer fees by the client.
  11. KAPIRI Consulting shall not disclose without client’s authorization any confidential information relating to such client, except if reasonably required for the proper performance of KAPIRI Consulting’ s duties or if required by law.
  12. The client warrants and represents that (i) he has disclosed to KAPIRI Consulting all the information relating to his condition (financial or otherwise), his business, affairs, objects and his (future) actions or transactions, material for disclosure to KAPIRI Consulting in connection with its (management) services; and (ii) that the client will not be engaged in offshore gambling or gaming, arms or sex related business or illegal activities such as money laundering and tax fraud.
  13. Clients will, during the applicability of these Conditions and thereafter, indemnify and hold KAPIRI Consulting (including its Managing Director, managers, officers and employees) harmless from and against any and all claims in contract, tort or suits instituted by any third party, as well as from and against any liabilities, damages, charges, fines, taxes, costs and expenses sustained, incurred or expended, directly or indirectly, by KAPIRI Consulting (including, without limitation, any fees, costs and expenses of attorneys, auditors and other experts engaged by KAPIRI Consulting), and arising out or resulting from any services rendered by KAPIRI Consulting to such client.
  14. KAPIRI Consulting (including its Managing Director, managers, officers and employees) shall not be liable for any damages, charges, fines, taxes, costs and expenses sustained, incurred or expended, directly or indirectly, by a client as a result of or in connection with any act or omission by KAPIRI Consulting, except in the event of gross negligence or willful misconduct by KAPIRI Consulting. In addition, notwithstanding any gross negligence or willful misconduct by KAPIRI Consulting, any such liability will always be limited to a maximum of one full year's management, administration or local representative fee.
  15. Services rendered by KAPIRI Consulting shall be charged at the hourly rates then in force and all expenses incurred and disbursements paid by KAPIRI Consulting, shall be for the account of the client. KAPIRI Consulting is entitled, in its sole discretion, to adjust its hourly rates for inflation purposes, changing market standards or conditions, or other special circumstances.
  16. All invoices of KAPIRI Consulting are payable on presentation. KAPIRI Consulting reserves the right to charge 2% interest per month on invoices overdue. If KAPIRI Consulting has not received payment within 30 days, KAPIRI Consulting shall have the right to settle the amount due from clients' bank accounts. At all times KAPIRI Consulting shall be entitled to postpone any of its services until the amounts due to it have been settled.
  17. All costs and expenses, sustained, incurred or expended by KAPIRI Consulting, in or outside court, in connection with the collection from a client of any amounts due to KAPIRI Consulting, including any legal fees, will be for the account of such client. KAPIRI Consulting is entitled to fix such costs on 15% of the total amount (inclusive any accrued interest) due to KAPIRI Consulting, notwithstanding the right of KAPIRI Consulting to claim full compensation for such costs and expenses.
  18. KAPIRI Consulting has the right to terminate all services to, and existing agreements with, clients in case (i) a client does not comply with the laws or regulations of any applicable jurisdiction, (ii) there is any reasonable doubt with respect to the legality, morality or decency of a client’s activities or businesses, (iii) a client runs for, or assumes a political or public office, or (iv) gets involved in a controversial business, political, or moral situation. KAPIRI Consulting provides no services to clients residing in or dealing with countries that are subject to UN or EU sanctions or embargoes.
  19. KAPIRI Consulting is entitled to retain and withhold any and all documents and corporate records belonging to a client, until all amounts due to KAPIRI Consulting have been fully settled by such client.
  20. For the purposes of these Conditions, a notice, invoice or any other message shall be deemed to have been received at the following times: (i) if sent by courier: at the moment of delivery by the courier to the addressee; (ii) if sent by registered letter: on the date noted on the return receipt; and (iii) if sent by telegram, telex, e-mail or facsimile: on the date of sending.
  21. No failure on the part of KAPIRI Consulting to exercise, and no delay on its part in exercising, any right or remedy under these Conditions or under any agreement it entered into, will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided for in these Conditions or in any agreement entered into are cumulative, may be exercised singularly or concurrently, and are not exclusive of any rights or remedies provided by law.
  22. Any waiver and any consent by KAPIRI Consulting under these Conditions or under any agreement it entered into must be in writing and may be given subject to any condition thought fit by KAPIRI Consulting. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given.
  23. If any of the provisions of these Conditions or of any agreement KAPIRI Consulting entered into, is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.
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