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Service Agreement

THIS AGREEMENT is made today, the 13th Oct. 2021.

BETWEEEN:

Internovus Ltd, a Company dully registered in Isle of Man, under registration number 012092V,
whose registered office is situated at 36 Hope Street, Douglas, Isle of Man IM1 1AR
(hereinafter the “Company”, “Advertiser”);
AND

Hamza Najam, address House Number 499, G Block, Central Park,, Ferozpur Road, Lahore,
Punjab, PK 54000, (hereinafter referred to as the “Contractor”, “Publisher”) of the other part.

(Each of the Company and the Contractor are hereinafter referred to individually as a "Party"
and all of them together, collectively as the "Parties");

WHEREAS:

A. The Company is a company offering online marketing services specialising in online ad


display in large scales generating customers and customers leads to online businesses
on the web while using its own unique technology; and

B. The Contractor has the ability, knowhow, experience and expertise required to provide
the Services as defined hereunder, efficiently, diligently and loyally, as a private
contractor; and

C. The Company is interested to engage the Contractor according to the terms and
conditions of this Agreement, and the Contractor is interested to be engaged by the
Company according to the terms and conditions of this Agreement.

NOW, THEREFORE the Parties hereto, in consideration of the mutual covenants and
agreements herein contained, do hereby agree as follows:

1. Introduction

The introduction to this Agreement constitutes an inseparable part of this Agreement. The
captions of the clauses are destined for reading convenience only.

2. Services

2.1. Services shall include online Marketing tools and Media services - Provision of
marketing tools for the Company to enable efficient marketing channels according to
Company's needs. This may include website related services, promotional services,
online promotion techniques, search Engine Optimization & Search Engine Marketing,
Media Buying services, E-mail marketing and online marketing optimization.
2.2. The Parties hereby further agree that the Company shall provide instructions of the
Services through the Insertion Order (“the IO”), which forms an integral part of this
Agreement. Attached hereby as APPENDIX A IO.

3. Roles & Responsibilities

3.1. This Agreement sets out the relations between the Company and the Contractor.

3.2. The Contractor may not actively target marketing to any persons who is under the age of
18 years old, or under the age of majority in the territory where the Contractor is
operating, if older.

3.3. The Contractor may only target marketing to citizens or residents of the countries
outlined by the Company in the IO or as may be instructed from time to time.

3.4. The Company pledges to engage the Contractor according to instructions of this
Agreement and the IO, and the Contractor receives on itself to provide the Company
with Services according to instructions of this Agreement and the IO ("the Role").

3.5. The Contractor pledges to fill the Role with utmost good faith, integrity, devotion and
loyalty and to devote his outmost effort, time and energy, and it affirms that it has the
qualifications, knowledge and experience in order to execute the Role.

3.6. The Contractor further pledges to use the marketing material of the Company and/or its
clients, as provided by the Company (“the Marketing Material”). The Contractor shall
not be allowed to alter any of the Marketing Material provided by the Company.

3.7. It is hereby agreed that in case the Contractor uses its own material, it shall submit a
sample to the Company for its review and written approval prior to any use. The
Contractor’s material may be used by the Contractor only upon receiving the explicit
written approval by the Company, which may be denied at the Company's sole and
exclusive discretion.

3.8. It is hereby agreed that in the event that the Contractor makes use of any marketing
material that was not approved prior by the Company, the Company shall have the right,
without prejudice and in addition to any other right or remedy available to it under this
Agreement or applicable law, to limit and/or terminate the Contractor’s Services and
immediately block the Contractor and deny any Contractor’s Fee, with no compensation
to the Contractor. The Contractor hereby irrevocably waives any claim or demand
against the Company and/or its clients, its directors, officers, shareholders and/or
employees in respect of such action taken by Company.

3.9. The Contractor affirms that it does not occur upon it any limitation, legal or contractual,
that motivated from it to work with the Company and to render the Services. The
Contractor pledges not to affirm, to guarantee either to pledge by name the Company in
all statement, guarantee or obligation whatever, unless was authorized by the Company
in writing to do so.

3.10. Without prejudice to the generality of the foregoing, the Contractor pledges to inform the
Company about any interest, that it may have that could create a conflict of interest with
his Role or corporations in which it is a shareholder or in which the corporations are
connected to it in any event and / or form.
3.11. It is hereby agreed that the Company reserves the right to perform quality audits in order
to verify the quality of the performance of the Contractor, of its obligations under this
Agreement and to monitor and assess compliance by the Contractor with the terms of
this Agreement and with applicable law.

3.12. It is hereby agreed that the Contractor shall provide true and complete information to the
Company at all times, as may be requested by the Company from time to time. The
Contractor acknowledges that it is aware that prior to receiving any Contractor’s Fee, the
Contractor must provide the Company with all information as may be requested by the
Company. Such information shall include, inter alia, the following:

3.12.1. For an Individual: (1) copy of a valid photo identification card; (2) name; (3)
identity number; (4) date of birth; (5) nationality; (6) address of residence; (7)
contact information; (8) location and nature of marketing activities; (9) VAT
registration or other tax reference; (10) bank details for commission remittances,
including: name on bank account, bank account number and sort code or IBAN,
Bank name and address.

3.12.2. For a Company: (1) registration name; (2) company ID; (3) country of
registration; (4) registered office address in the country of registration; (5) copy of
Contractor's certificate of incorporation; (6) business address if different than
registered office; (7) VAT registration or other sales tax reference; (8)
regulatory/licensing registration number, if applicable; (9) names of
directors/partners; (10) copy of a valid photo identification card of the main
executive director and/ or partner including name, address and date of birth; (11)
copy of a valid photo identification card and details of beneficial owner(s), i.e.
name, address and date of birth; and (12) bank details for commission remittances,
including: name on bank account, bank account number and sort code or IBAN,
bank name and address.

3.13. Where personal data are processed for the Services, the Parties warrant that they will
comply with (i) the terms of applicable legislation, including inter alia, where EU
nationals personal data are involved, with the EU General Data Protection Regulation
2016/679 and/or all applicable laws and regulations relating to the processing of
personal data and privacy and (ii) their respective obligations under the Privacy and
Data Protection Requirements.

4. Remuneration

4.1. The Company undertakes to pay the Contractor in consideration for the Services in the
Agreement a fee as described in every IO (the“Fee”). It is hereby unequivocally agreed
that the Fee will be inserted in every IO and agreed between the Parties for each of the
Services to be provided and it shall be subject to the terms and conditions of this
Agreement. The Company shall not be liable to pay any remuneration, where at its sole
discretion, suspects that the Contractor is not performing its Role in utmost good faith
and engages in any fraudulent and/or abusive and/or manipulative conduct in relation
but not limited to, the Fee marketing calculation, Lead Generation/duplication.

Notwithstanding Clause 4.1. and to the avoidance any doubt, each IO signed under this
Agreement, is and shall be considered to be, an integral and inseparable part of this
Agreement.

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4.2. It is hereby agreed that any value added tax on the Contractor’s Fee will be added to
that charge in the IO accordingly and where applicable. The Fee amount covers all
expenses which may be incurred by the Contractor for the Services.

5. Secrecy; Non-competition

5.1. The Contractor pledges to guard secretly and not to detect, to show or to deliver, both
during the period of this Agreement and thereafter, to any person or body, except during
the regular conduct of his work and according to the instructions of the Company, the
trademarks, brand names, professional secrets or other information about and/or
belonging to the Company and/or the Company’s clients, including knowledge and/or
information connected directly or indirectly to the Company, its assets, its businesses
and its interests, its customers, its suppliers, the people or the bodies that came or
come with the Company in contact, which the Contractor maybe exposed to during its
work and/or as a result of its work, and which they are not the heritage of the rule,
including, but without prejudice to the generality of the foregoing - source code,
methods of work, processes, prices, calculations, distribution lists, files of customers,
ways of acquiring of information, different computer processing, needs of potential
customers, information that got accepted from customers, methods of trading, condition
of agreements that the Company is connected in them, judicial litigations that the
Company is side to them and documents of the Company.

5.2. For the removal of doubts and without prejudice to the generality of the
foregoing it is hereby acknowledged that the list of customers and / either
suppliers and / or every different list that the Contractor served in its work
at/by/near the Company are to be considered a commercial secret of the
Company. The Contractor pledges that it will not exploit and/or use these lists, but by
agreement of the Company in writing and explicitly.

5.3. The Contractor pledges not to take out any hardware, software and/or documents that
belong to the Company unless it receives an approval from the Company in advance
and in writing.

5.4. The Contractor pledges that as long as it is engaged by the Company and also during
a period of 6 (six) months from day of conclusion of its work with the Company it
will not compete and will not help in any way third parties to compete, directly or
indirectly in the business the Company is in, including as a contractor, as partner, as
an advisor and / or by means of a corporation and / or judicial personality differently
and / or by the position of management in any corporation and / or in any event and
form, either by means of itself or by means of other who act on behalf of it.

5.5. It is hereby clarified that the Contractor shall not be entitled to market the Services (i) on
any internet site or social network on which the Company and/or its clients already
promote their services (e.g. Facebook.com, Twitter.com, Youtube.com, etc.); (ii) on any
internet search engine on which the Company and/or its clients already promote any of
their site(s) (e.g. Google.com, Bing.com, etc.); (iii) in any other manner which results in
the Contractor’s competing with the Company and/or its clients in relation to the
promotion of their services and/or their site(s); (iv) any other online software, application,
or other platform enabling online trading similar to and/or competitive with the systems
provided by the Company or its clients; (v) by using the Company's and or its clients’
trademarks, brand names, logos (or any variation or combination thereof) in the
Contractor’s domain name.
6. Intellectual Property

6.1. The Contractor hereby acknowledges that all the Company's products, finished or partly
finished, the material and all other written and/or printed and/or typed including
software, keys, databases, papers, working papers, guidance papers, computer papers,
reports, analysis, summaries, lists, clients list, suppliers list and other forms which may
be created and aided the Contractor at his work at the Company's premises and/or at
other places for the Company's benefit including work done by the Contractor for the
Company will be considered as 'protective documents' and be regarded as the
Company's sole property.

6.2. The Contractor hereby acknowledge that it has no rights to exploit, use, transfer and/or
deliver to a third party in any way or form any kind of 'protective documents' unless it is
bound to by law or it is ordered to do so by the Company. The Contractor will use any
security mean available to him to ensure that such 'protective documents' do not reach
third party which does not hold such rights.

6.3. The Contractor hereby acknowledge that all the rights including proprietary rights
and/or copyrights and/or patent rights and/or any other kind of intellectual property
rights which are related directly or indirectly to any invention, development or patent
created in connection to the Company's business will be considered as the Company's
sole and exclusive intellectual property.

6.4. The Company will have the rights to protect such proprietary rights by registering
and/or any other protective way anywhere in the world and the Contractor hereby
warrants that it will make itself available as long as needed in order to register the rights
in the name of the Company.

6.5. The Contractor is hereby acknowledging that it will have no monetary claims on such
rights other than the agreed remuneration as set out in this Agreement.

7. No Warranties; Indemnification

7.1. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW,


NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL
IMPLIED WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES.

7.2. The Contractor agrees to indemnify, defend and hold harmless the Company, its
directors, officers, employees, service providers and suppliers from and against any and
all liability, claims, costs, expenses, injuries and losses, including reasonable attorneys'
fees and costs, arising directly or indirectly in connection with the Contractor’s
operations or website or out of any disputes between the Contractor and any other party
relating to this Agreement, the IO, the Contractor’s activity or to services provided by the
Company. The Company may deduct such amounts to indemnify the Company, its
clients, its directors, officers, employees, service providers and suppliers for any claims,
arising or resulting from or relating, the matters brought forth in this Section 7.2. from
any outstanding Contractor Fee due to the Contractor and held by the Company and/or
any other funds whatsoever due to the Contractor and held by the Company.

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7.3. THE CONTRACTOR HEREBY UNDERTAKES THAT IT WILL COMPLY WITH THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT WHEN FULFILLING
THE ROLE, IT SHALL ACT WITH UTMOST GOOD FAITH. FAILURE TO DO SO, THE
COMPANY SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AS PER
CLAUSE 9.3.5.

7.4. THE CONTRACTOR ACKNOWLEDGES THAT THE CONTRACTOR HAS READ THIS
AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. THE
CONTRACTOR UNDERSTANDS THAT THE COMPANY MAY AT ANY TIME
(DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT
MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE OR
CONTRACT WITH WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH
CONTRACTOR'S WEBSITE. THE CONTRACTOR HAS INDEPENDENTLY
EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS AGREEMENT AND IS
NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT
OTHER THAN AS SET FORTH IN THIS AGREEMENT.

8. Limitation of Liability

8.1. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL,


SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, HOWEVER CAUSED
ARISING OUT OF THIS AGREEMENT.

9. Duration & Termination

9.1. This Agreement shall enter into force upon the execution hereof and the provision of
each IO accordingly. The Agreement will be effective for a period of one (1) year
("Term"). It will renew for successive one year periods unless terminated by either Party,
by a written notice at least thirty (30) days prior to the end of each Term. For purposes of
clarity, the Agreement does not terminate on the conclusion of each IO submitted by the
Company to the Contractor.

9.2. The Company may terminate the Agreement at any time with or without a cause by a
written notice of at least thirty (30) days prior to such termination.

9.3. The Company will be entitled to terminate this Agreement immediately, at any time, upon
the occurrence of any of the following:

9.3.1. a petition is filed with the competent court to place the Contractor into liquidation
and/or to appoint a receiver over the Contractor's assets, and said petition is
not set aside within 60 days of its being filed;

9.3.2. Contractor declares bankruptcy or enters into voluntary liquidation;

9.3.3. Contractor applies for an order to suspend all proceedings against it and/or
offers a settlement to its creditors;

9.3.4. Contractor, in Company's judgment, is suspected or accused of terrorism,


money laundering, illicit sales of drugs or other items, or other illegal
activities;
9.3.5. Should the Company suspect that the Contractor is not performing the Role in
utmost good faith and engages in any fraud and/or abusive and/or manipulative
conduct in relation to its duties and obligations set in the Agreement.

9.4. Any notice required or authorised to be given by either Party to the other concerning
anything relating to this Agreement shall be in writing and may (without prejudice to the
use of any other method) be given by being sent by prepaid letter post addressed to the
Company or to the Contractor at their addresses set out in the schedule or such other
address as the Parties may be notified from time to time or left at the address of either
Party as set out and any such notice if so posted shall be deemed to be served ten days
following the date of posting. A notice may alternatively be given by telex or facsimile to
the relevant number set out in Part 1 and Part 2 of the APPENDIX B (or such other
numbers as the recipient Party may notify from time to time) and any notice so given
shall be deemed to have been properly served 12 hours after it has been dispatched.

10. Law & Jurisdiction

10.1. This Agreement shall be governed by the provisions of Isle of Man law and that the sole
jurisdiction in the event of any dispute arising from or in connection with this Agreement
(or related or subsequent agreements or amendments thereto) between the
Contractor and the Company, shall fall within the exclusive jurisdiction of the
courts of Isle of Man.

THE PARTIES

______________________________ ______________________________

For and on behalf of the Company For and on behalf of the Contractor

WITNESSES

1. ________________________ 2. _______________________
Full name: Full name:
Passport number: Passport number:

13/10/2021

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APPENDIX A
INSERTION ORDER TEMPLATE
Date: 13/10/2021
Internovus and Hamza Najam sign the following Insertion Order:
Campaign start: 13/10/2021
Campaign end:
Contacts
Advertiser Contacts
Company name Internovus Ltd.
Tel
Legal Address Duk 26 Street, Douglas, IM12AY, Isle of Man
CRN 012092v
Contact Name Alice Jin
Email Alice.jin@internovus.com
TF/Skype ID Alicey74

Publisher Contact
Company name Hamza Najam
Tel +923234335372
Legal Address House Number 499, G Block, Central Park,, Ferozpur Road, Lahore, Punjab, PK 54000
CRN
Contact Name Hamza Najam
Email hamzanajam@hotmail.com
TF/Skype ID
Campaign description
Campaign name 70Trades GCC up to 600$ CPA
Campaign Type Affiliation
Brand 70Trades
Target GCC
Metric CPA
Unitary Price ($) 100% deposit up to 600$ CPA
Daily Cap
quantity
Payment condition post-payment
Payment details
Other details
IO Terms and Conditions
1) Either Party may cancel further advertising pursuant to this IO on 24 hours’ notice
and refund for the remaining balance in case of cancellation for prepaid deal.
2) Creatives: To be provided by Internovus or be accepted by Internovus
(in case of regulated content, publisher must use only creative provided by Internovus or accepted
by compliance)
The Company will provide unqualified report for billing matters within 7 days after the billing month
3) cycle.
In order for the potential lead to be considered as qualified, the following conditions must be met:
1. Successful opening of a trading account including due diligence process;
2. Min FTD 200 USD
3. Min 1 lot trading volume (not including protected positions)
4)
The Company is entitled to withhold payment and/or request return of any Fee and/or terminate this
IO and the Agreement, in case where it suspects that the Contractor is not performing the Role in
utmost good faith and engages in any fraud and/or abusive and/or manipulative conduct in relation
to its duties and obligations set in the Agreement, including but limited to, the Fee calculation
5) (METRIC).

This IO is an integral and inseparable part of the Agreement and shall be read and construed as
6) one document with the Agreement.

On behalf of the advertiser On behalf of the publisher


Name Name
Position Position
Signature Signature

PART 1

The Company:
Contact:
Telephone No:
Facsimile No:
Postal Address:
PART 2

The Contractor:
Contact:
Telephone No:
Facsimile No:

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