YOU AGREE THAT BY USING THE SITE AND THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.
This Business Consulting Services Agreement (the "Agreement"), dated the day of purchase (the “Effective Date”), is by and between you ("Client"), and Wise Business Plans LLC, a Nevada corporation ("Consultant"), for the purpose of carrying out the matters set forth herein (the “Services”) as per the following terms.
1. Scope and Duties: Client retains and hires Consultant to provide business consulting services (the “Services”) to Client, including, specifically, brochure design.
2. Term: The term of this Agreement (the “Term”) shall be two (2) month from the Effective Date (the “Term”).
3. Pricing: Except where noted otherwise, the List Price displayed for products on our website represents the full retail price listed on the product itself, suggested by the manufacturer or supplier, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere. The List Price is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. For certain items that are offered as a set, the List Price may represent an “open-stock” price, which means the aggregate of the manufacturer's estimated or suggested retail price for each of the items included in the set. Where an item is offered for sale by one of our merchants, the List Price may be provided by the merchant. With respect to items sold by Wise Business Plans, we cannot confirm the price of an item until you order. Please note that this policy applies only to products sold and shipped by Wise Business Plans. Your purchases from third-party sellers are charged at the time you place your order, and third-party sellers may follow different policies. All purchases are final and no refunds will be issued.
4. Cooperation:Client acknowledges that cooperation and communication is needed to complete the business formation. If client is non-responsive for more than (14) fourteen calendar days, client’s request will be closed and all monies will be forfeited.
5. Past Due Amounts: Client shall pay all amounts and Fees when due. Balances unpaid for more than 30 days are subject to 18% annual interest compounded daily. Without limiting any other provision of this Agreement, any statement unpaid for more than thirty (30) days shall be cause for Consultant to suspend provision of Services and/or terminate the Agreement. In the event of such termination, Consultant will retain all earned fees as liquidated damages. When Consultant's services conclude (as a result of termination or expiration of this Agreement), all unpaid charges, whether invoiced or not as of such time, shall become immediately due and payable.
6. Suspension/Termination of Consulting Services: Upon Client’s failure to pay, or any other breach by Client of this Agreement, Consultant has the right to suspend performance of Services pursuant to this Agreement by providing Client with five (5) days written notice of Client’s failure to pay Consultant in accordance with this Agreement . Such suspension shall continue until the event causing such suspension is cured by Consultant or this Agreement is terminated pursuant to the terms hereof. The suspension of Consultant’s performance of Services shall not cause any suspension of the Term of this Agreement or Client’s payment obligations hereunder. Consultant may, in Consultant’s sole and absolute discretion, terminate this Agreement effective immediately upon written notice to Client in the event that (i) Consultant’s provision of Services would be unlawful under any applicable law, ordinance, rule or regulation; (ii) Consultant’s obligation to perform services hereunder remains suspended for ten (10) or more business days; or (iii) Client fails to pay Consultant all amounts and Fees when due. Client may terminate this Agreement only in the event that a material breach of this Agreement remains uncured by Consultant for no fewer than thirty (30) days. Upon termination of this Agreement, Client shall immediately pay to Consultant all amounts due hereunder. Client shall not be entitled to any reimbursement, refund, or return of any amounts paid to Consultant hereunder as a result of the termination of this Agreement by Consultant pursuant to this Section 7 or any other provision of this Agreement.
7. Survival: Notwithstanding any termination of this Agreement, suspension of Services or expiration of the Term, the terms hereof which by their nature are to survive termination, including, without limitation, Sections 3, 4, 5, 6, 7, 8, 9, and 17 shall survive indefinitely.
8. Indemnification: Client shall indemnify, defend and hold Consultant, and Consultant’s parent(s), subsidiaries and affiliated companies, and each of their successors, licensees, distributors, and assigns and their respective officers, members, managers, directors, shareholders, employees, attorneys, agents and other representatives (collectively, the “Consultant Party”), harmless from and against any and all claims, actions, suits, judgments, obligations, damages, losses, penalties, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) of whatsoever kind and nature (collectively, “Claims”) imposed on, incurred by, or asserted against the Consultant Party by any third party, arising out of or in connection with the Services or any breach by the Client of any covenant or other provision hereof.
9. Confidential Information: Notwithstanding any other provision of this Agreement, including specifically Section 13, all terms, including all rights and obligations, of both Client and Consultant under any effective non-disclosure agreement, entered into between Client and Consultant prior to the Effective Date shall be incorporated herein by reference.
10. Disclaimers: Nothing in this Agreement, and nothing in Consultant's statements to Client, will be construed as a promise or guarantee about the outcome/s of the Services or the success of Client’s business. Consultant makes no such promises or guarantees. Consultant's comments about the outcome/s of the Services are expressions of opinion only. Additionally, Consultant’s Services are not to be construed in any way whatsoever as legal advice. Consultant will provide Client with a referral to attorneys and legal professionals, at no additional charge for the referral, as Client’s business needs dictate. Client shall use its own discretion whether to accept such referral and enter into an independent client/attorney relationship with such attorney, or choose to seek advice from Client’s own legal representative for legal advice. CLIENT IS SOLELY RESPONSIBLE FOR ALL LEGAL FEES AND OTHER EXPENSES ASSOCIATED WITH OBTAINING SUCH LEGAL REPRESENTATION, WHETHER FROM THE REFERRAL ATTORNEY OR CLIENT’S OWN LEGAL REPRESENTATIVE. SUCH FEES AND EXPENSES ARE INDEPENDENT OF AND IN ADDITION TO ANY FEES, EXPENSES AND OTHER COSTS ARISING HEREUNDER IN CONNECTION WITH THE CONSULTANT’S SERVICES.
11. Liquidated Damages: In the event of a breach by Client of either of Sections 3 or 10 of this Agreement, Client agrees to pay Consultant as liquidated damages ("Liquidated Damages") an amount equal to purchase. Client acknowledges that (i) these Liquidated Damages are a reasonable estimate of the actual loss Consultant will suffer; (ii) the amount of actual loss cannot be precisely determined but these Liquidated Damages are not plainly or grossly disproportionate to the actual loss; and (iii) these Liquidated Damages are not intended as a penalty to compel Client’s performance. Enforcement of this Section by Consultant shall not be an election of remedies (all of which shall be cumulative), or a waiver of any right to injunctive or equitable relief.
12. Severability: Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in the event any provision contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability without making ineffective the remainder of such invalid, illegal, or unenforceable provision, or any other provision of this Agreement.
13. Section Headings: The headings of paragraphs, sections and other subdivisions of this Agreement are for convenient reference only. They shall not be used in any way to govern, limit, modify, or construe this Agreement or any provision of this Agreement, or otherwise be given any legal effect.
14. Entire Agreement: This Agreement contains the full and complete understanding and agreement between the parties with respect to the within subject matter, and supersedes all other agreements between the parties whether written or oral relating thereto, and may not be modified or amended except by a written instrument executed by both of the parties hereto.
15. Governing Law: This Agreement shall in all respects be subject to the laws of the State of Nevada applicable to agreements executed and wholly performed within Nevada.
16. Disputes: If a dispute, controversy or claim (a “Dispute”) arises out of or relates to this Agreement, or the breach thereof, and if the Dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. Any Dispute that cannot be resolved within fifteen (15) days after initiation of mediation shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including its expedited procedures where appropriate for Disputes relating to Fees or other amounts due hereunder. For any Dispute where the total amount of the award sought is less than $10,000 and the Dispute remains unresolved after mediation, the parties must resolve the Dispute in a cost-effective manner through binding non-appearance-based arbitration complying with the following rules: (a) the arbitration will be conducted by telephone, electronic mail and/or based on written submissions; and (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
The place of mediation or arbitration shall be Las Vegas, Nevada. Judgment on any award rendered by an arbitrator(s) pursuant to this Section 17 may be entered in any court having jurisdiction thereof.
The prevailing party in any arbitration (or any other dispute resolution or legal proceeding) over any Dispute shall be entitled to reimbursement from the other party of all costs of the arbitration (or other dispute resolution or legal proceeding, respectively), including but not limited to filing fees and expenses, arbitrator fees and expenses, witness fees and expenses, and reasonable attorneys fees and expenses.
THIS SECTION 15 SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES FROM ANY COURT OF APPROPRIATE JURISDICTION.
17. Authority: Client hereby acknowledges that he/she has the requisite authority to enter into this contract on behalf of the company.