General Terms and Conditions of Consulting Service

Scope

The terms and conditions listed below, whose subject matter is the provision with counseling and information by Universe Projects to the client for his planning, preparation and implementation of entrepreneurial or professional decisions and intentions. Especially in these areas; climate optimal management and development, management consulting, human resource management and welfare, technology and logistics, management information system including preparation of screening for the acquisition of hardware and software, financial accounting and bookkeeping, controlling, deal management and organization, foreign trade and payments (exports/import).

Based on a written confirmation all Terms and Conditions are applied

Subject of the contract and scope of works

Subject matter of the order is the agreed consulting service described in the contract; it is not the realization of certain economical profits or the furnishing of an opinion or other works. The services of universe projects are adduced if the needed analysis, the following conclusions, and the suggestions are worked out and explicated to the client. It is irrelevant, if or when the conclusions or advises are implemented.

By client’s demand, Universe projects must give information about the state of the job execution at any time and respectively account for the job execution with a written report that reflects the fundamental content of activity and the conclusion of the consulting service. If Universe projects should write a comprehensive written report, especially for a third party, this must be separately agreed on. Universe projects operate for all purposes with extraordinary diligence, always focusing on the individual situation, and needs of the client.

Universe projects are bound to reflect the situation of the respective company correct and complete in terms of the question. Data from third parties or the client are checked only on plausibility. From the examination emerging conclusions result from best knowledge and rules of science and experience. The demonstrations of the suggestions are made in a comprehensible and traceable way.

To the extent not otherwise agreed, Universe projects can brief other competent subcontractors with the job execution, whereas Universe projects always stays directly bound to the client. Universe projects are bound to place proper instructed employees with the according expertise and must always attend to these colleagues and control their work. However, Universe projects shall choose and exchanges these employees according to its discretion.

Amendment of Services

Universe projects are obliged to take allowance for requisition of modifications, as far as this is just and reasonable for Universe projects in terms of capacities and especially in terms of time and effort and time management.

As far as the audition of any requisition of modifications or the realization of these modifications should affect the terms and conditions agreed on, in particular the time and effort for Universe projects, the parties will agree on an adequate adjustment and deadline shift.

To the extent not otherwise agreed, Universe projects will continue proceeding in job execution without consideration of the desired modifications.

If a comprehensive audition of the additional work and expenses is required, Universe projects can ask for a separate assignment.

Any collateral agreements, amendments to or supplements of this agreement must be in writing in order to be valid. Protocols or conferences in this regard or in progress report meet the requirements, if both parties undersign them.

Data Protection / Secrecy

Universe projects are infinitely obliged, to observe secrecy on all confidential identified information and/or trade secrets of the client with which Universe Projects is acquainted with. Data is transmittable to further assigned parties only with the explicit consent of the client.

Universe projects takes over the commitment of its employees on the keeping of the named conditions.

Universe projects has the authority to process data that is within the purpose of the contract, according to data protection and can even let data be processed by a third party.

Client’s obligations to cooperate

The client is obliged to support universe projects to best of his ability and to lay foundations in its company for the job execution; in particular the client is obliged to put all required documents in due time at Universe projects disposal.

On demand of Universe projects, the client is obliged to verify the accuracy and sufficiency of the presented documents as well as of his information and oral descriptions in written form.

Payment / Payment practice / Charging

Calculations for the services provided by universe projects are according to hourly rate or the stipulated fixed price. Always excluded charges are those charges that are in accordance to the degree of profit or in the profit only cases. As far as not agreed otherwise, a Universe Project qualifies next to these charges for additional payment for disbursements. Within the contract, you may find details describing the form of payment.

As far as payments according to effective outlays are agreed on in long-term contracts, the respective price list of Universe projects is status. This list must be handed over to the client. For contracts, closed in the last quarter, the respective prices apply also for the following year. If the adjustment in price exceeds the usual price in the market, not only in substantially, the client can terminate the agreement.

All bills outstanding become payable with issue of invoice and are due payment immediately without any deductions. The legal purchase tax is to be added to all prices and shown separately in all bills.

Universe Projects’ Clients (natural and/or artificial people) are jointly and severally liable.

Charging claimed by Universe Projects on payment and disbursements are only permissible with undisputable claims, claims made res – judicata, or claims upon adjudication.

Removal of Defects.

 As far as the services are amendable, Universe Partners will delete all justifiable defects, as far as this is justifiable in terms of expenses and time. The client must name any defect immediately in written form, at the latest within 3 months after service provision.

If amendments should fail, the client can also claim a lowering of the payment or the cancelation of the contract. If the assignment is commissioned by a company, a entity or a person of public law or public law special property, the client can only claim the cancelation of the contract only, if the provided service is of no interest to them because of the failure in amendments. Any further claims are regulated by – LIABILITY.

liability

Universe Projects is liable for damages which were caused by intent or gross neglect of organs or executive staff as required by the law. The following Caveat emptor does not include a liability for justifiable damages of life, body or health. The default or neglect of duty by Universe Projects is alike to the default of a legal agent or vicarious agent.

Liability for slightly negligence is only in existence in case of violation of fundamental contractual obligations. In this case and in the case of deliberate acts and negligence of vicarious agents, those are not employees of Universe Projects. Universe Projects is only liable for the amounting damage, which is typically foreseeable with all circumstances taken into account for. For a single damage event, the amount is limited to 100,000 BHD. A simple damage event is defined as the sum of all claim damages of all eligible people, which emerge from single, time-share, definable and insofar uniform services. In case of foreseeable considerably higher damage risks, Universe projects is obliged to offer the client a higher sum of liability, whereas Universe Projects can adjust its compensation in accordance. Universe Projects is not liable for improper usage of the client’s implementation of the suggestions given within the services.

Claims of damages of the client against Universe Projects become time-barred in two years starting with accruement of claim and notice or rather notice obligations, in case however five years after accruement of claims. Foreshortening of the limitation does not apply in case of a deliberate action or deceitfulness.

Property rights

The client must assure that the reports, organizational plans, designs, disposition and calculation can only be duplicated, handled with, translated. Reprinted, given to others or distributed without the explicit affirmation of Universe Projects in every single case. The usage of the delivered counseling services by companies connected to the client must have an explicit written agreement.

As far as results are capable of copyright, Universe Projects stays father of these results. The client obtains the right in these special cases to use these results only circumstances as stated above and further on time-limited and non-regional, irrevocably, exclusive and non-conferrable way.

Fiduciary Duty

The parties agree on mutual loyalty. They inform each other forthwith about all circumstances which occur during the execution of the project and which could affect this execution.

The parties refrain from employing people, which were involved with the project or still are, before the expiration of the term of twelve months after the end of co-operation.

Force Majeure Clause

Results from a force majeure, which affects the service importantly or makes the service temporarily impossible, entitle the respective party to postpone the delivery of services for the term of the disablement and a adequate acceleration time. Industrial action and similar circumstances are subject of a force majeure as far as they are unforeseeable, severe and through no fault of one’s own. Both parties inform each other about these kinds of circumstances immediately.

Notice of cancelation

As far as not agreed else wise, the assignment can be canceled in comply with the terms of 14 days end of month. Excluded are consulting projects with a fix-defined space of time. It is at the client’s liberty of extraordinary dismissal persists.

The cancelation must be in written form.

Right of retention/Custody of documents

Until the complete settlement of its claims, Universe Projects holds the rights of retention of all disposed documents, which exercises it mala fide, whenever the retention causes an out of scale damage and by consideration of both interest not legitimate damage for the client.

After settlement of claims emerging from the contract, Universe Projects is obliged to hand out all documents that the client or a third party has given to Universe Projects.

The obligations to retain date expires six months after the delivery of the demand note for pickup, in any case three years. According to the first point of the RIGHTS OF RETENTION/CUSTODY OF DOCUMENTS, retained documents five years after termination of the contractual relationship.

Miscellaneous

Rights emerging from contractual relationships with Universe Projects are only assignable in case of a prior agreement in written terms.

For all claims emerging from the contract, the legislation of the Kingdom of Bahrain is applicable.

Adjustments or amendments of these conditions need to be in written form and must be characterized as such.

Address for jurisdiction for all disputes concerning the contract is contractor’s domicile (Manama – Kingdom of Bahrain).