GENERAL SERVICES AGREEMENT

Last update on: 13.01.2019

This Services Agreement (the “Agreement”) is made and entered into as of the day __th of _______, 2019 (the “Effective Date”) by Vaquita Limited, a Company incorporated under the laws of the Republic of Cyprus (the “Service Provider”), and __________________ registered at: _______________________________(the “Client”). This Services Agreement (the “Agreement”) is made and entered into as of the day __th of _______, 2019 (the “Effective Date”) by Vaquita Limited, a Company incorporated under the laws of the Republic of Cyprus (the “Service Provider”), and __________________ registered at: _______________________________(the “Client”).
Service Provider and Client shall hereinafter be referred to collectively as “Parties” and each as a “Party”.
WHEREAS:
A. the Client wishes to engage the Service provider for the provision of certain corporate services and other ancillary services as described in Exhibit A, attached hereto (the “Services”), based on Service Provider’s knowledge and expertise;
B. Service Provider wishes to provide the Services in accordance with the terms and conditions set forth below;
C. For the purpose of their mutual engagement, the Parties wish to be bound by such terms and conditions as specified hereunder, which shall apply to their business relationship of a Client requesting certain services from an independent Service Provider.

NOW, THEREFORE, the parties agree as follows:

1. THE SERVICES

1.1. Service Provider shall provide the Services to the Client in accordance with this Agreement and the specifications attached hereto as Exhibit A, which set forth the scope of such Services (the “SOS”).
1.2. Service Provider undertakes to perform its duties and obligations under this Agreement with the highest degree of professionalism, care, dedication, loyalty, good faith and to the full satisfaction of the Client.
1.3. Service Provider warrants and represents that any and all of the Services provided by it under this Agreement shall not infringe any third party’s rights whatsoever, including third party’s intellectual property rights. Without derogating from the foregoing, Service Provider further warrants and represents that the execution and performance by Service Provider of this Agreement shall not conflict with, or result in a breach, violation or default (or event which with the giving of notice or lapse of time, or both, would become a default) of, any of the terms, conditions and provisions of: (i) any judgment, injunction, decree, or ruling of any court or governmental authority, domestic or foreign, (ii) any agreement, contract, license or commitment to which Service Provider is a party or by which it is bound, or to which any of Service Provider ‘s properties are subject, or (iii) applicable law.
1.4. In the event that during the provision of the Services by Service Provider, the Client shall desire to alter the Services or any part thereof, the Parties shall discuss the requested modifications and amend the SOS accordingly. In the event that additional services will be requested by the Client, the Parties will discuss the scope of the additional services and the additional fees (if any) to be paid to Service Provider in this respect, and thereafter, such agreement and/or understanding will be drafted in a form of statement of work and attached to this Agreement.
1.5. For as long as this Agreement is in full force and effect, the Service Provider shall be deemed an independent Service Provider of the Client, pursuant to Service Provider’s preference and explicit request. Under no circumstances is the Service Provider deemed to be an employee or agent of the Client (or any of its subsidiaries or affiliates) for any purpose whatsoever and no employee-employer relations will take place between the Parties. For the avoidance of doubt, it shall be clarified that the Service Provider must perform and continue to perform all actions legally required to establish and maintain its status as an independent Service Provider with an independent business.

2. CLIENT REPRESENTATIONS & WARRANTIES

The Client hereby represents and warrants before the Service Provider as follows:
2.1. The Client shall not retain the Services for any cause or purpose which may be deemed illegal, prohibited or restricted as provided under applicable law and regulation;
2.2. The Client has full power and authority to enter into this Agreement and to perform all obligations under this Agreement;
2.3. The execution, delivery and performance by the Client of this Agreement shall not conflict with, or result in a breach, violation or default (or event which with the giving of notice or lapse of time, or both, would become a default) of, any of the terms, conditions and provisions of: (i) any judgment, order, injunction, decree, or ruling of any court or governmental authority, domestic or foreign, (ii) any agreement, contract, lease, license or commitment to which the Client is a party or by which it is bound, or to which any of the Client’s properties is subject, or (iii) applicable law, statute, ordinance, or regulation;
2.4. The Client has read and agreed to be bound by the Terms and Conditions of the Service Provider while retaining the Services or browsing Service Provider’s website (i.e: www.vaquita.net; hereinafter: the “Site”);
2.5. The Client shall perform its obligations under this Agreement and under the Service Provider’s terms and conditions duly and accurately;
2.6. The Client shall be responsible for its corporate and other taxes or fees if any, resulting from the retention of the Services, and shall indemnify and hold harmless the Service Provider for any liability in this regard;
2.7. The Client has the financial resources to enable the Client to respect any and all financial obligations applicable to the Client under this Agreement;
2.8. The Client acknowledges that for the purpose of retaining the Services from Service Provider, the Client shall provide the Service Provider with any and all information that Service Provider has requested or may request;
2.9. Neither this Agreement (including the exhibits and appendices hereto) nor any of the other documents provided by the Client to the Service Provider in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading, in view of the circumstances in which they were made.

3. STANDARD PROVISIONS

3.1. The Client will be required to provide to the Service Provider with all the personal identification documentation such as passports and identity documents issued by the relevant authorities of the country of citizenship or permanent residency of the Client. In addition to the above documents the Client will be required to provide adequate proof of residency such as utility bill, not older than three months. The Service Provider is required to carry out due diligence and compliance checks in order to meet certain statutory laws and regulations;
3.2. In the event the Client fails to provide proper identification documents and prevent the Service Provider from carrying out due diligence and compliance checks the Service Provider will be entitled to terminate the Agreement and the Client may be given a refund of the amount already paid to the Service Provider.
3.3. In the event a refund is given to the Client the exact amount thereof will be at the sole discretion of the Service Provider.
3.4. In the event the Service Provider find out any irregularities when carrying out its due diligence and compliance checks of the Client, the Service Provider will inform the Client in order to address the matter and in the event no resolution can be reached the Service Provider will be entitled to terminate the Agreement and follow the procedures set out in 3.2 and 3.3 above.
3.5. The client will be required to pay in timeous manner all renewal fees and any tax obligations with respect to the Legal Entity/Entities. In the event the Client fails to pay such fees and tax obligations the Service Provider will not be held liable for penalties or others levied on the Legal Entity/Entities.
3.6. The Service Provider will ensure the required service will be executed in a timely manner. In the event of major delays or deviations from the agreed timescale the service Provider will notify the Client of such delay. Parties may come to an agreement regarding new timescale. The Service Provider will not be held liable for delays that are caused as a result externals factors such as force majeure event or changes in government policies and regulations.
3.7. With regard to the bank account opening in any jurisdiction, The Service Provider makes no guarantees and warranties that the Bank account will be opened and the Service provider will not be held responsible for an unsuccessful bank account application. In the event the bank account is opened and is closed by the Bank at a later date, the Service Provider will not be held liable for the closer of the account by the Bank.
3.8. In the event that the Client cancels the order for opening the bank account after the Service provider initiated the process but before completion thereof, the client shell not be entitled to any refund.
3.9. With regard to the opening of an account with a Payment Institution (“PI”), Electronic Money Institution (“EMI”), or a merchant account with an acquiring bank (the “Acquiring Bank”), in the event the Client application is rejected, or the account is opened and is terminated at a later date, the Service Provider will not held liable and the Client shell not be entitled to any refund.
3.10. The Client acknowledges that they will not use the registered office of the Legal Entity as its virtual office unless he wishes to request the said service from the Service Provider. For the purpose of this clause, virtual office means the use of a telephone line and or the function of receiving and forwarding correspondence and or the mailing address in general of the service Provider.

4. THE CONSIDERATION; EXPENSES

4.1. Subject to the provisions of Section ‎7 hereof, the Client agrees to pay Service Provider the consideration set forth in Exhibit B for the performance of the Services (the “Consideration”).
4.2. The Consideration shall be payable against an invoice duly issued by Service Provider and delivered to the Client, within seven (7) days following the end of the respective payment date.
4.3. Client shall not bear any expenses on behalf of Service Provider, unless such expenses were explicitly approved in advance and in writing by Client.
4.4. The Consideration specified under Exhibit B hereof is the full and final consideration to which the Contactor is and shall be entitled for all intents a purposes.
4.5. All payments shall be made against proper invoices in accordance with applicable law and shall include VAT (as applicable), which shall be added to the Consideration set forth in Exhibit B.

5. CONFIDENTIALITY

5.1. As used in this Agreement, the term “Confidential Information” shall mean, any and all information, intellectual property, business, financial, contractual, marketing and/or technical information, provided in any manner and form, including, but not limited to, proprietary information, technical data, trade secrets, research, product plans, products, work, markets, software, developments, inventions (whether patentable or not), procedures, processes, “know-how”, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing techniques and materials, marketing and business development plans, customer names and other information related to customers, price lists, pricing policies and financial information, finances and all record bearing media containing or disclosing such information and techniques, in whatever form embodied, which has been or may be disclosed, or to which access is provided, by a Party (“Disclosing Party”) to the other Party to this Agreement (“Receiving Party”), which (a) if in writing or tangible form, is marked “Confidential”, “Proprietary” or other similar marking at the time of disclosure, or (b) if provided orally or visually, is identified as confidential at the time of disclosure.
5.2. All Confidential Information disclosed or otherwise made available to the Receiving Party in connection with the Parties’ activities pursuant to this Agreement, the provision of the Services or otherwise (whether prior to or after the execution of this Agreement) shall remain the sole property of the Disclosing Party.
5.3. The Parties’ obligations of confidentiality hereunder shall not extend to Confidential Information that the Receiving Party can prove:

3.3.1 is or becomes publicly available in a lawful manner and through no fault of the Receiving Party;

3.3.2 was known to the Receiving Party prior to its disclosure, as evidenced by written records available at the time of disclosure; provided, that the source of such information was not bound by a confidentiality obligation or duty to any party with respect to such information;

3.3.3 the Receiving Party has received such information, on a non-confidential basis, from a third party that is not bound by a confidentiality obligation or duty with respect thereto; or

3.3.4 was independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information, as evidenced by written records.
5.4. The Receiving Party shall keep confidential, and shall take all reasonable measures to safeguard, protect the secrecy of and avoid unauthorized disclosure or use of, Confidential Information of the Disclosing Party, and such measures shall be no less than the degree of care that the Receiving Party utilizes to protect its own Confidential Information, which shall be no less than reasonable care. The Receiving Party shall not use, disseminate, publish or copy any Confidential Information without the Disclosing Party’s prior written consent, except to the Service Provider‘s employees which need access to the Confidential Information for the purposes of performing the Parties’ respective obligations under this Agreement, and shall take all necessary steps to protect such information from disclosure or dissemination to any third parties, including, ensuring that any employees or Service Providers to which Confidential Information is divulged for the purpose of performing this Agreement are bound by confidentiality undertakings no less restrictive than those contained in this Agreement.
5.5. If the Receiving Party is obligated to disclose any Confidential Information under any applicable law, rule, and regulation or pursuant to any order or other directive of any court, governmental agency or regulatory agency, the Receiving Party, to the extent permissible under applicable law, shall promptly notify the Disclosing Party of the foregoing, and any disclosure pursuant to this Section shall be made strictly to the extent required.
5.6. The provisions of this Section ‎4 shall survive the expiration or termination of this Agreement.

6. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY (OR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, REPRESENTATIVES OR LICENSORS) WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENCIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR GOODWILL, SUFFERED BY THE OTHER PARTY AND/OR RELATED WITH AND/OR CONNECTED TO THE PERFORMANCE OF THIS AGREEMENT AND EXECUTION OR INABILITY TO EXECUTE THE SERVICES.

7. TERM AND TERMINATION

7.1. This Agreement shall commence on the Effective Date hereof and shall remain in full force and effect until completion of the Services, unless terminated in accordance with Section 7.2 below (the “Term”).
7.2. This Agreement may be terminated by either party in the event of one (or more) of the following events:
(a) Either Party may terminate this Agreement forthwith by giving the other Party notice, in writing, if that other Party is in breach of a material term of this Agreement and shall have failed to cure such breach within fourteen (14) days after receipt of the written notice thereof.
(b) By either party if the other party becomes insolvent or bankrupt, makes an assignment for the benefit of creditors, has a trustee or receiver appointed to it, becomes the subject of any voluntary or involuntary insolvency or dissolution, bankruptcy or reorganization proceeding, which, in the case of any involuntary proceeding, is not dismissed within sixty (60) days after it has commenced, is unable to pay its debts as they fall due or discontinues its business.
(c) By the Service Provider in accordance with the provisions of Sections 3 (standard provisions)
7.3. Upon such termination all rights and duties of the Parties toward each other shall be deemed null and void, except:
(a) That the Client shall be obligated to pay, within thirty (30) days of the effective date of termination, all amounts owing to Service Provider for unpaid services and related expenses, if any, in accordance with the provisions of Section 4 (Consideration) hereof; and
(b) Sections 5 (Confidentiality), and this Section 7 (Termination) shall survive termination of this Agreement.

8. MISCELLENOUS

8.1. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Any dispute arising out of or in connection with this Agreement is hereby submitted to the sole and exclusive jurisdiction of the competent courts in Nicosia, Cyprus.
8.2. Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement.
8.3. Entire Agreement. This Agreement and any attachments hereto represent the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous representations, understandings and agreements, whether oral or written, with respect to such subject matter. This Agreement may be modified only by a written document executed by both Parties.
8.4. Notices. All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be in writing and shall be faxed, emailed or mailed by registered, electronic or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to such Party’s address as set forth below or at such other address as the Party shall have furnished to each other Party in writing in accordance with this provision:

if to the Client:

______________________
Facsimile: ______________
Email:________________
Attn: ___________________

if to the Service Provider:

Vaquita Cyprus Limited

Or such other address with respect to a Party as such Party shall notify each other Party in writing as above provided. Any notice sent in accordance with this Section 8.4 shall be effective (i) if mailed, seven (7) days after mailing, (ii) if sent by messenger, upon delivery, and (iii) if sent via e-mail or facsimile, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt (provided, however, that any notice of change of address shall only be valid upon receipt).
8.5. Assignment. Neither this Agreement, nor any of the rights or obligations granted or undertaken herein may be assigned, conveyed, delegated, sub-contracted or otherwise transferred by Service Provider in any manner without the Client’s express prior written consent. Any attempted assignment without such written consent shall be null and void.
8.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the Parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

________________________________

___________________________________

Vaquita Limited

By:

Title: Director

{Name of Client}

By: ________________________________

Title: ______________________________

Exhibit A
Scope of Services
[Please complete]

The Service Provider shall provide the Client the following Corporate Services:
1. ___________________________
2. ___________________________
3. ___________________________
4. ___________________________
5. ___________________________
6. ___________________________
7. ___________________________

Exhibit B
Consideration
a. In consideration of the Services, Service Provider shall be entitled to receive and the Client shall be obligated to pay an amount of Euro __________________ (the “Consideration”).
b. The Consideration shall be paid to Service Provider in accordance with the following payment terms:
c. VAT (as applicable) shall be added to the Consideration.