Ziirii’s obligations. Ziirii agrees:-

• To provide the Programme in return for the Fee
• To comply with the terms of any notice (complying with the terms clause 7 below; the ‘Notice’) specifying a breach of the provisions of this agreement and requiring the breach to be remedied so far as it may be

The Client’s obligationsIn consideration of The Programme to be rendered by Ziirii under this agreement the Client agrees:-

• To pay the Fee without deduction or set-off
• To indemnify and keep indemnified Ziirii from and against any and all loss damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by Ziirii resulting from a breach of this agreement by the Client including if applicable any neglect or default of the Client’s employees or agents
• Not to cause or permit anything which may damage or endanger the intellectual property of Ziirii or Ziirii’s title to it or assist or allow others to do so (Ziirii’s intellectual property includes all aspects Ziirii’s intellectual property in whatever form associated with Ziirii, including but not limited to the rights contained in their website, stationery, customer lists, graphics, literature, style of trading, copyright, design rights, unregistered design rights, patents, logos, Programme materials and content etc)
• Not to solicit, deal with or engage any of the personnel provided by Ziirii to supply the Programme for a period of two years from the date of this agreement without the prior consent in writing from Ziirii
• That should the client request refund under the guarantee clause provided by Ziirii that a full explanation of the reasons for dis-satisfaction is provided and a written notice to provided with 14days of the beginning of the month.
• That any specifications, publicity or information supplied by Ziirii in relation to the provision of the Programme are for guidance only and are subject to alteration so far as is reasonable by Ziirii at its sole discretion and without the need for the prior consent of the client to be obtained.
• That in the event that Ziirii is liable to any extent under this agreement or under general law the Ziirii’s liability is to be limited to the amount of the Fee paid by the Client.
• That Ziirii will not be liable in any way if the Programme contains material which the Client is already familiar with
• That Ziirii has not made any representation that participation in the Programme guarantees success or will guarantee an income
• To indemnify and keep indemnified Ziirii from and against any and all loss, damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by Ziirii resulting from a breach by the client including:
  • any act, neglect or default of the client’s employees or agents
  • breaches in respect of any matter arising from the supply of the Services resulting in any successful claim by any third party
• With regard to insurance:-
  • To maintain its own costs a comprehensive policy of insurance to cover the liability of the client in respect of any act or default for which it may become liable to indemnify Ziirii under the terms of this agreement
  • to arrange that there is no minimum cover claim of that policy
  • to increase such cover annually by the rate of increase in the retail prices index in the preceding twelve months
• that if the client is paying the Fee by instalments, and if one of those instalments is missed then the whole amount of the Fee immediately becomes due and payable
• that any material submitted as part of any accreditation process by Ziirii can be used in any way it sees fit
• that Ziirii is a consultancy organisation and not an agency in that the success of the client’s career or business is in the hands of the individual
• Ziirii will not be liable to refund differences if the Client’s fee varies to other Clients due to promotions etc.
• Ziirii is allowed to use for marketing purposes any pictures, film, quotes, testimonials that include or are supplied by the client.

NO LIABILITY ON PART OF ZIIRII UNLESS ZIIRII IS IN DEFAULTThat Ziirii shall not be liable for any consequential or indirect loss suffered by the Client whether this loss arises from breach of any duty and contract or tort or in any other way (including loss arising from Ziirii’s negligence). Non- exhaustive illustrations of consequential indirect loss would be:-Loss of profits;

• Loss of contracts;
• Damage to property of the Client or anyone else; and
• Personal injury to the Client or anyone else (but only so far as such injury is not caused by Ziirii’s negligence).

TERMINATION FOR BREACHThe following obligations are conditions of this agreement and any breach of them shall be deemed a fundamental breach which shall determine this agreement immediately and the rights and liabilities of the parties shall then be determined in accordance with clause 6:

• Failure on the part of the Client to observe any obligation under this agreement not requiring Notice to be served and in the case of obligations requiring Notice to be served failure to comply with the terms of any Notice.
• The levying of any distress or execution against the Client or the making by him of any composition or arrangement with creditors or being a company the Client’s liquidation other than a members’ voluntary liquidation.
• The doing or permitting of any act by which Ziirii’s rights in the intellectual property may be prejudiced or put in jeopardy.
• 4Failure of the Client to make any of the Fees in accordance with the terms of this agreement

TERMINATION CONSEQUENCESIn the event of this agreement being determined whether by effluxion of time Notice breach or otherwise:

• The Client shall immediately pay to Ziirii:
  • All arrears of Fees and any other sums due under the terms of this agreement
  • All further sums which would but for the determination of this agreement have fallen due in accordance with this Contract less a discount for any accelerated payment at the rate of 5% per year
• Either party shall be entitled to exercise anyone or more of the rights and remedies given to it under the terms of this agreement and the determination of this agreement shall not affect or prejudice such rights and remedies and each party shall be and remain liable to perform all outstanding liabilities under this agreement notwithstanding that the other may have exercised one or more of the rights and remedies against it.
• Any right or remedy to which either party is or may become entitled under this agreement or in consequence of the other’s conduct may be enforced from time to time separately or concurrently with any right or remedy given by this agreement or now or afterwards provided for and arising by operation of law so that such rights and remedies are not exclusive of the other or others but are cumulative

MISCELLANEOUS

• Warranty
  Each of the parties warrants its power to enter into this agreement and has obtained all necessary approvals to do so
• Interest
  Any sums due to Ziirii from the Client shall bear interest from day to day at the annual rate of 5% over the daily base lending rate of HSBC Bank PLC within a minimum of 12% per year
• Receipt
  The receipt of money by either of the parties shall not prevent either of them from questioning the correctness of any statement in respect of such money
• Force majeure
  Both parties shall be released from their respective obligations in the event of national emergency war prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the performance of this agreement impossible whereupon all money due under this agreement shall be paid immediately and in particular each party shall be liable to pay to the other damages for any breach of this agreement and all expenses and costs incurred by that party in enforcing its rights under this agreement
• Severance
  If any provision of this agreement is declared by any judicial or other competent authority to be void voidable illegal or otherwise unenforceable or indications to that effect are received by either of the parties from any competent authority the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of Ziirii it may be severed from this agreement
• Whole agreement
  Each party acknowledges that this agreement and the Conditions contain the whole agreement between the parties and that it has not relied upon any oral or written
  representation made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it
• Supersedes prior agreements
  This agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the date of this agreement but without prejudice to any rights which have already accrued to either of the parties
• Discretion
  Any decision exercise of discretion judgement or opinion or approval of any matter mentioned in this agreement or arising from it shall be binding on a party only if in writing and shall be at its sole discretion unless otherwise expressly provided in this agreement
• Change of address
  Each of the parties shall give notice to the other of the change or acquisition of any address or telephone telex or similar number at the earliest possible opportunity but in any event within three days of such change or acquisition
• Notices
  Any notice to be served on either of the parties by the other shall be sent by prepared recorded delivery or registered post to the address of the relevant party shown at the head of this agreement or by facsimile transmission or by electronic mail or by telex and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by facsimile transmission or by electronic mail or telex to the correct facsimile number or electronic mail number of the addressee (with correct answerback)
• Headings
  Headings contained in this agreement are for reference purposes only and should not be incorporated into this agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate
• Joint and several
  All agreements on the part of either of the parties which comprise more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successor in title to the parties
• Proper law and jurisdiction
  • This agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England
  • Any proceedings arising out of or in connection with this agreement may be brought in any court of competent jurisdiction in London
  • The submission by the parties to such jurisdiction shall not limit the right of Ziirii to commence any proceedings arising out of this agreement in any other jurisdiction it may consider appropriate
  • Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with clauses within these terms
  • In the event that the Client is resident outside England its address for service in England shall be the address for such service nominated at the head of this agreement and any time limits in any proceedings shall not be extended by virtue only of the foreign residence of the Client.
• Rights cumulative
  All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this agreement shall restrict or prejudice the exercise of any other right granted by this agreement or otherwise available to it
• Survival of terms
  No term shall survive expiry or termination of this agreement unless expressly provided
• Waiver
  The failure by either party to enforce at any time or for any period anyone or more of the terms or conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement
• No Authority
  Ziirii’s representatives are not authorised to do any of the following things on behalf of Ziirii:
  • Remove or vary any of the terms or introduce any other terms, written or oral, into the contract;
  • Make any representation, agree any condition, precedent, or enter into any collateral contract;
  • Accept any offer or counter-offer made by the Client

ARBITRATIONAll disputes or differences which shall at any time arise between the parties whether during the term of this agreement or afterwards touching or concerning this agreement or its construction of effect or the rights duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of this agreement shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1950 or any statutory modification or re-enactment of it for the time being in force.

Ziiri Ltd
Registered Company No: 07035958

Registered Address:
28 CHANTRY CLOSE
HARROW
MIDDLESEX
UNITED KINGDOM
HA3 9QZ