Loading...
These Client Terms and Conditions (these "Terms"), along with the Client Engagement Letter executed by you, govern your relationship with STRATEGYCONNECT FZCO, a company registered under the laws of United Arab Emirates having its office at 8th Floor, #145 The Offices 4, One Central Dubai World Trade Center, Dubai, UAE (also referred to as “StrategyConnect” “we,” “us,” or “our”, and such term includes its Affiliates) and you or the entity you represent (“you” or “your”). These Terms take effect when you sign the Client Engagement Letter (such date of execution, the “Effective Date”) and shall form an integral part of it. Please see Section 6 for definitions of certain capitalized terms used in these Terms.
REPRESENTATIONS AND WARRANTIES
CONFIDENTIALITY AND DISCLOSURE
TERM; TERMINATION
RESTRICTIVE COVENANTS
MISCELLANEOUS
DEFINITIONS
"Affiliate" means in relation to a Person, any other Person that, either directly or indirectly through one or more intermediate Persons, Controls, is Controlled by or is under common Control with such Person and/or such Person’s relatives. In case of individuals, the term ‘Affiliate’ shall mean the immediate family and relatives of such person, including mother, father, spouse, spouse’s parents, children, siblings, sibling’s spouse, etc.
"Confidential Information" means all non-public information disclosed by us, our affiliates, our clients, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes (a) non-public information relating to our or our affiliates’, clients’ or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (b) third-party information that we are obligated to keep confidential, including Third-Party Data, and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. However, Confidential Information does not include any information that (i) is or becomes publicly available without breach of these Terms, (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) received from a third party who did not acquire or disclose the same by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.
"Control" (including, with its correlative meanings, the terms "Controlled by" or "under common Control with") means (a) the possession, directly or indirectly, either by itself or together with other related parties (as included in the definition of term ‘Affiliate’), of the power to direct, influence or cause the direction of management and policies of a Person whether through the ownership of voting securities, by agreement or otherwise or the power to elect more than half of the directors; or (b) the possession, directly or indirectly, either by itself or together with other Related Parties, of a voting interest or shareholding in excess of 50% (fifty per cent) in a Person.
“Partner Engagement Letter” means the Partner Engagement Letter which sets out the commercial terms related to your engagement with us.
“Restricted Period” means the period commencing from the Effective Date until 3 years from the date of termination (as determined under these Terms).
“Restricted Person” means any of our clients, business partners, associates, consultants, employees, vendors, officers, or any person who is material to our Business, and such Person is known to you or introduced to you in connection with or arising from your engagement with us. However, the term “Restricted Person” excludes any Person that you can demonstrate that you already knew prior to the commencement of your engagement.
“Third-Party Data” means any information regarding any third-party, including information relating to an identified or identifiable person.
“Website” means www.strategyconnect.co or such other domain used by us for the purpose of conducting business.