Terms and Conditions

Master services agreement between Envisioning and Client.

MASTER SERVICES AGREEMENT

between

ENVISIONING - PESQUISA E TECNOLOGIA, LDA.

and

(Company name)

for

CONSULTANT FORESIGHT SERVICES

(Date)


This master services agreement (the “Agreement”) is made effective as of [date] (the “Effective date”), by and between Envisioning (“EV”) and [company name] (“Client”)


THE PARTIES AGREE AS FOLLOWS:

1. TERMS OF AGREEMENT

This Agreement shall remain in full force and effect for a term of six (6) months following the effective date, unless sooner terminated as provided herein.


2. MASTER AGREEMENT

2.1 This Agreement anticipates the attachment of Statements of Work, which shall be subject to the terms and conditions of this Agreement.  This Agreement shall apply to all Statements of work entered during the term of this Agreement, unless the parties expressly agree otherwise by a written modification to this Agreement, signed by an authorized representative of both parties.

2.2 Statements of work will be written documents setting forth at a minimum:

a. A complete, sufficiently detailed description of the types of services to be rendered.

b. The applicable billing rates for the services to be rendered (service fees).

c. Any additional terms and conditions to which the parties may agree.


3. SCOPE OF AGREEMENT

3.1 EV shall perform all Services in accordance with the terms and conditions of this Agreement and specifications set forth for the Services in the applicable Statement of Work.

3.2 EV shall have a limited right to make reasonable changes to the specifications set forth in any Statement of Work provided such changes remain within the general scope of Services contemplated by this Agreement. If such proposed change shall alter the time contemplated for performance or payments due, the proposed change shall not be effective unless agreed to in advance in writing.

3.3 In order to facilitate EV’s performance of the Services, Client shall provide EV and EV’s employees, contractors, and agents (“EVt’s Personnel”) reasonable access to Client’s personnel and other information required for the performance of the Services.


4. INVOICE AND PAYMENTS

4.1  EV shall render invoices for Services performed for the Client. Each invoice shall identify the service provided as described on the respective Statement of Work and period for billing, the amount of reimbursable expenses, if any, and applicable taxes, if any.

4.2 The Client shall remit payment for 50% of the total amount corresponding to the Services performed in each applicable Statement of Work before EV starts providing the respective Service. The remaining amount, 50% of the total amount of the applicable Statement of Work, should be invoiced by EV once the Service is finalized and all deliverables are delivered. The Client should pay the invoice within fourteen (14) days of the invoice date.

4.3 Client shall only be liable for charges expressly authorized in a Statement of Work or this Agreement.  EV shall not incur any expenses on behalf of Client unless such expenses are specifically authorized in the applicable Statement of Work. Any other reimbursable expenses are subject to prior review and approval by Client.

4.4 In the event Client reasonably disputes any amount on an invoice, the Client will notify EV in writing and the parties will negotiate in good faith to resolve the dispute as soon as practical. Payment under any disputed invoice shall be due and payable immediately upon resolution of the dispute.


5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

5.1  The customized work resulting from the services provided by EV to the Client shall be owned by the Client. Nothing contained in this section 5 shall be construed as prohibiting EV from utilizing in any manner, knowledge, content and experience of a general nature acquired in the performance of services for the Client. EV reserves the right to its technology database and research methodology used to provide the services to the Client.

5.2 Confidential information includes all information identified by a disclosing party as proprietary and confidential, which confidential information shall remain the sole property of the disclosing party unless the ownership of such confidential information is otherwise expressly set forth in the agreement. Items will not be considered confidential information if: (a) available to public other than by a breach of an agreement by the recipient; (b) rightfully received from a third party not in breach of any obligation of any confidentiality; (c) independently developed by one party without access to the confidential information of the other; or (d) rightly known to the recipient at the time of disclosure as verified by its written records.

5.3 Each party agrees that it shall not use for any purpose or disclose to any third party any confidential information of the other party without the express written consent of the other party. Each party agrees to safeguard the confidential information of the other party against use or disclosure other than as authorized by or pursuant to this agreement through measures, and exercising a degree of care, which are at least as protective as those, EV or Client, as the case may be, exercises in safeguarding the confidentiality of its own proprietary information, but no less than a reasonable degree of care under the circumstances. Each party shall permit access to the confidential information of the other party only to those individuals (a) who have entered into a written nondisclosure agreement with the other party on terms equally as restrictive as those set forth herein, and (b) who require access in performance of their duties to the other party in connection with the other party's rights under this agreement.

5.4 Each party acknowledges that the wrongful use or disclosure of confidential information of the other party may result in irreparable harm for which there will be no adequate remedy at law. In the event of a breach by the other party or any of its officers, employees or agents of its or their obligations under this Section 5, the non-breaching party may immediately terminate this agreement without liability to the other party, and may bring an appropriate legal action to enjoin such breach, and shall be entitled to recover from the breaching party reasonable legal fees and cost in addition to other appropriate relief.


6. WARRANTIES

6.1 EV warrants that the services to be provided under this agreement shall be performed in a professional manner conforming to generally accepted industry standards and practices. Client agrees that EV's sole and exclusive obligation with respect to the services covered by this limited warranty shall be, at EV’'s sole discretion, to correct the nonconformity or to refund the service fees paid for the affected executive consulting services.


7. TERMINATION

7.1 Either party may terminate this Agreement upon thirty (30) days prior written notice to the other setting forth the effective date of the termination.  The expiration or termination of this Agreement shall not affect the obligations of the parties under any Statement of Work previously issued under this Agreement, and the terms and conditions of this Agreement shall continue to apply to such Statement of Work as if this Agreement had not expired or been terminated.

7.2 Either party may terminate any Statement of Work upon thirty (30) days prior written notice setting forth the Services to be completed by the effective date of termination.  Upon receipt of any termination notice from the Client, EV shall endeavor in good faith not to incur additional expenses unless Client’s written notice of termination states otherwise. Client shall pay EV for any Services not previously billed up to the effective date of termination.

7.3 If either party is in default of its obligations under this Agreement and/or any Statement of Work and the default continues for thirty (30) days after written notice by the non-defaulting party, the non-defaulting party may, in addition to all other rights and remedies provided by law or this Agreement, terminate this Agreement and/or any Statement of Work that may be affected by the default unless the default reasonably requires more than thirty (30) days to correct and the defaulting party has begun substantial corrective action to correct the default with such thirty (30) day period, in which event termination shall not be effective unless ninety (90) days have expired from the date of the default notice and the default has not been remedied.


8. GENERAL PROVISIONS

8.1 Independent Contractors: The relationship of the parties is that of independent contractors. Personnel of both parties are neither agents nor employees of the other party for federal tax purposes or any other purpose whatsoever, and are not entitled to any employee benefits of the other party.

8.2 Force Majeure: Neither party to this Agreement shall be liable to the other for any delay or failure by such party to perform its obligations under this Agreement if such delay or failure arises from any cause or causes beyond the reasonable control of such party, including, without limitation, labor disputes, strikes, acts of God, floods, lightning, shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of the public enemy, riots, insurrections, embargoes, blockades or regulations or orders of governmental authorities.  If a party to this Agreement shall be delayed or prevented from performing such party's obligations pursuant to this Agreement due to any cause beyond such party's reasonable control, such delay shall be excused during the continuance of such delay and the period of performance shall be extended to the extent necessary to enable such party to perform its obligations after the cause of such delay has been removed; provided, however, if such performance is delayed for 20 or more days, the party entitled to the benefit of such performance may elect to terminate this Agreement.

8.3 Mediation and Arbitration: Any dispute relating to or arising from this contract, that is not subject to mandatory provisions on different terms at the place of the mediation proceedings, including mediations between parties belonging to different jurisdictions or parties to domestic disputes, shall be submitted to a procedure of mediation conducted by a sole mediator selected, appointed and proceeding in accordance with the Mediation Rules of the European Centre of Arbitration and Mediation having its seat in Strasbourg, – which Rules are in force at the date of filing of the application for mediation – conducted by a sole mediator selected and appointed by its local branch competent by territory – if any – and if not by the Centre itself and proceeding according to them.

In the event of the mediation not being successful, the arbitration proceedings will be conducted according to the Rules of the European Court of Arbitration by a sole arbitrator who will be appointed, if the dispute is domestic, by the local Chapter – if any – of the European Court of Arbitration and in the absence of a local Chapter, as well as to all non domestic disputes, by the Central Registrar competent for that area.The seat of arbitration shall be Portugal. The language of the proceedings shall be English.  Applicable rules of substantive law shall be the Documents Only Arbitration Rules of the Court in force at the time the application for arbitration is filed.

8.4 Notices: All communications between the parties with respect to any of the provisions of this agreement shall be in writing, and shall be sent by e-mail to the contact person defined below:


EV:

Michell Zappa

mz@envisioning.io


Client:

(name contact person and email)


Either party must provide the other not less than ten (10) days prior written notice of a change of e-mail address in accordance with these provisions.

8.5 Severability: If any of the provisions of this Agreement are determined to be invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable the remainder of this Agreement, but rather the entire Agreement will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties will be construed and enforced accordingly.  The parties acknowledge that if any provision of this Agreement is determined to be invalid or unenforceable, it is their desire and intention that such provision be reformed and construed in such manner that it will, to the maximum extent practicable, be deemed to be valid and enforceable.

8.6 Amendment: Any modification or amendment of any provision of this agreement must be in writing and bear the signature of the duly authorized representatives of both parties. The failure of any party to enforce any right it is granted herein, or to require the performance by the other party hereto of any provision of this agreement, or the waiver by any party of any breach of this agreement, shall not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of this agreement. All provisions of this agreement which by their own terms take effect upon the termination of this agreement or by their nature survive termination (including without limitation the provisions of Sections 4,5,6) shall survive such termination.

8.7 Entire Agreement: This agreement, all attached Statements of Work and all other agreements referred to herein or to be delivered by the parties pursuant hereto, represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and merges all prior discussions between them and supersedes and replaces any and every other agreement or understanding which may have existed between the parties to the extent that any such agreement or understanding relates to providing services to Client. The Client  hereby acknowledges that it has not reasonably relied on any other representation or statement that is not contained in this agreement. To the extent, if any, that the terms and conditions of the Statements of Work or other correspondence are inconsistent with this agreement, this agreement shall control.


IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives as of the agreement date first above written.


ENVISIONING

Company name: ENVISIONING - PESQUISA E TECNOLOGIA, LDA

Representative name: Michell Zappa

Job title:  Founder + CEO

Signature:

Date:


CLIENT

Company name:

Representative name:

Job title:

Signature:                                                       Date:



Statement of Work

This Statement of Work (SOW) is between Envisioning (EV) and [Organization name (organization name)] (Client) based on the Master Services Agreement (MSA) between the parties effective as of 2021:

1. Scope of Work

2. Deliverables

3. Delivery Schedule

4. Cost

The Client shall pay the total amount of €[Deal value (deal value)]EUR following the terms of clause 4 of the MSA.


IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives.


ENVISIONING - PESQUISA E TECNOLOGIA, LDA

Michell Zappa

CEO + Founder

mz@envisioning.io


CLIENT






Signature

Signature



Date


Date


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