This Terms and Conditions (“Terms and Conditions”) are published by GRICAA Management Consultancy, a company incorporated under the laws of UAE and having its registered office at Suite 1702, Level 17, Boulevard Plaza Tower 1, Sheikh Mohammed Bin Rashid Boulevard, Downtown Dubai, Dubai, (“Company”).The Client (as defined hereunder) may accept these Terms and Conditions by checking the ‘I agree’ check box. Upon such confirmation, these Terms and Conditions come into effect and be held to be a valid agreement between the Company and the Client.
The Portal name CXOEngage (“CXOEngage”) is owned by the Company (“Portal”). These Terms and Conditions entered into between the Company and the Client, is in respect of the Principal Advisor (as defined hereinbelow) providing his or her expert advice to its Clients in the following areas but not limited to of either strategy, marketing, human resources, financial advisory, governance, risk, compliance, internal audit or assurance advisory through its Portal (“Services”).
1. Engagement and Services
1.1. The Principal Advisor are groups of professionals and consultants in various industries and specialties (“Principal Advisor”) who educate and share insights with financial and business leaders and other organizations and professionals (“Clients”). The Company provides opportunities to the Clients to participate in different types of engagements such as advisory hour, face to face meetings, short term and long - term engagement, board level appointments, and any other services that the company may introduce.
1.2.1. The Clients shall register themselves on the Portal, by incorporating their details in the form and paying a total yearly fee of USD 550/- (United States Dollars Five Hundred and Fifty only) towards a one- time registration fee of USD 330/- (United States Dollars Three Hundred and Thirty only) and a listing fee of USD 220/- (United States Dollars Two Hundred and Twenty only). The registration of the Client shall be a one - time registration while the listing fee is valid for a period of 1 (one) year from the date of registering themselves on the Portal. The Clients shall renew their registration for the next year by paying the applicable listing fees for the said year.
1.2.2. Upon completion of the registration process on the Portal and upon completion of review by the Company and as agreed by the Client, their profile shall be uploaded on the Portal.
1.2.3. By registering as a Client, the Client represents the following:
188.8.131.52. the details, as provided by the Client at the time of registration are accurate;
184.108.40.206. all details of the Client’s biographical information, including their current job status shall be accurate and complete, and shall be promptly updated in accordance with the information as it changes;
220.127.116.11. they have full power and capacity to enter into and perform its obligations under these Terms and Conditions and they have taken all necessary authorizations for the execution and performance of the Services as described in these Terms and Conditions; and
18.104.22.168. they are not, at the time of registering, insolvent and know of no circumstance which would lead them to become insolvent.
1.3. Types of Engagement
1.3.1. Advisory Hour: Under such an engagement, the Client shall receive the advice from the Principal Advisor either through an internet call or through a telephone.
1.3.2. One on One Advisory Session: Under such an engagement, the Client shall meet the Principal Advisor at a mutually agreed location;
1.3.3. Short Term Engagement: Under this engagement, the Client shall appoint a Principal Advisor on a short-term basis i.e. less than a period of 6 (six) months; and
1.3.4. Long Term Engagement: Under this engagement, the Client shall appoint a Principal Advisor on a contractual basis i.e. for a period of more than 1 (one) year.
1.4.1. The Client, upon registering with the Portal, shall be entitled to preview the profiles of the Principal Advisor and accordingly select the Principal Advisor.
1.4.2. In the event the Client shall choose either a short-term engagement or the long-term engagement, the Company shall facilitate the process of preliminary meeting or discussion or interview (either telephonic or personal) between the Client and the Principal Advisor. Further, the Company shall facilitate the formalization of a contractual agreement between the Client and the Principal Advisor.
2. Consultancy Fee
2.1. Advisory Hour and One on One Advisory Session:
2.1.1. In consideration of the Services rendered by the Principal Advisor to the Client, the Client shall pay the Principal Advisor a fee by depositing the same with the Company (“Consultancy Fee”). The Consultancy Fee shall be provided on the profile of the Principal Advisor, on the Portal of the Company.
2.2. Short Term Engagement and Long - Term Engagement:
2.2.1. The Client understands and agrees that the Company shall retain a certain percentage of the total value of the engagement including the basic pay and all fixed allowances excluding bonus and commission and any other variable components of such income, as their commission.
2.3. In the event the Client is satisfied with the Services provided by the Company to the Client, the Client may employ Principal Advisor as their full-time employee. The Client shall be obligated to pay to the Company a releasing amount of $3000/- (United States Dollar Three Thousand only) (“Releasing Fee”). Only on the receipt of the Releasing Fee shall the Principal Advisor be entitled to join the Client as an employee.
2.4. The Client may make the payment either by way of a credit card or a debit card in the applicable currency, as represented by the Company on the Portal. On opting to use the Services of the Portal, the Client shall on immediate basis make such payment.
2.5. For phone consultations the Client shall make payment for the agreed time spent on the phone with the Principal Advisor (as recorded in the Company’s systems).
2.6. The Client is entitled to dispute the request for payment, or the quality of the Services provided by the Principal Advisor within 24 (twenty-four) hours of providing the Services. In such an event the Company may withhold the payment to be made to the Principal Advisor, until such a dispute is resolved. The Client agrees that in the event of any such payment dispute, the Company has the sole and final authority to resolve such dispute in the Company’s reasonable discretion, and the Client agrees to be bound thereby. The Client further understands and agrees that the Principal Advisor shall be entitled to the right to payment for the Services to the extent that the Company reasonably determines.
2.7. The Company will facilitate the formalization of the contractual agreement as per the agreed terms and conditions between the Principal Advisor and the Client. In order to provide transparency and ensure consistency of operations, the Company requires that the contractual arrangement between the Client and the Principal Advisor shall be of a standard form. By agreeing to enter into this Agreement, the Client agrees and confirms that any such contract shall be as per the standards of the Company and in a format to be prescribed by the Company.
3. Responsibilities and Obligations
3.1. The Client shall at all times during its engagement with the Company, as per these Terms and Conditions:
3.1.1. Act in good faith, in a professional and workmanlike manner, to the best of their ability, and in accordance with all applicable laws and regulations.
3.1.2. The Client acknowledges and agrees to discontinue participation and further interaction with the Principal Advisor if they are presented with a conflict of interest situation to service the request of the Client. Pursuit of engagement inspite of raising this conflict of interest situation by the Principal Advisor will result in a violation of any applicable law or these Client Terms and Conditions.
3.1.3. Make payment of the Consultancy Fee in a proper and timely manner.
3.1.4. The Client shall not, by act or omission, cause or permit the infringement, tarnishment, dilution or in general, prejudice to the Company’s reputation or to its ownership or rights in the Intellectual Property (as defined hereinbelow).
3.1.5. The Client shall not attempt to influence any decisions of the Principal Advisor (e.g., influencing the decision of appointment or removal of the Principal Advisor’s vendors or disclosing any trading information, or informing the Principal Advisor of any product or services to use) in any way, or shall not attempt to market any products or services to the Principal Advisor, rather than seeking their advice for the stated purpose indicated prior to the engagement.
3.2. All interactions must be set up through the Company or its systems. The Client is not permitted to share their contact information (either phone or email) directly with the Principal Advisor without the written consent of the Company. It is further not permitted to request for the contact information (either phone or email) directly from the Principal Advisor without the written consent of the Company.
3.3. Clients are not authorized to expand the scope of an engagement except with the written authorization of the Company.
3.4. Client shall be responsible for any expenses incurred by the Principal Advisor, while providing the Services. The Client shall make the payments to or reimburse the Company on behalf of the Principal Advisor.
4. Representations and Warranties
4.1. The Client represents and warrants to the Company that:
4.1.1. They have not been convicted of, plead guilty to, or admitted committing, a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);
4.1.2. Subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), Financial Services Regulatory Authority (FSRA), or any other regulatory authority in the applicable jurisdiction relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices;
4.1.3. They have not been named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO;
4.1.4. The Client acknowledges that they are aware of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, Spain II, as well as other applicable anti-corruption/anti-bribery laws in general, and commit themselves to abide by such laws. Therefore, when receiving Services from the Principal Advisor or the Company, the Client shall not accept, offer, promise, or pay any money, gift, or any other thing of value from or to any person;
22.214.171.124. for the purpose of influencing official actions or decisions, while knowing or having reason to know that any portion of this money, gift or thing shall, directly or indirectly, be given, offered, or promised to:
126.96.36.199.1. an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.) or
188.8.131.52.2. any political party, party official, or political candidate;
184.108.40.206. for the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust; and
220.127.116.11. to improperly induce any person to provide the Client with information.
5. Non – Solicitation
5.1. The Client agrees that during the subsistence of these Terms and Conditions, the Client shall not:
5.1.1. divert or attempt to divert from the Company any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or customers, or
5.1.2. employ, solicit for employment, or recommend for employment any person employed by the Company.
6. Work Product and License
6.1. "Work Product" shall mean all work product generated by the Principal Advisor solely or jointly with others in the performance of the Services, including, but not limited to, any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets.
6.2. Any content relating to the engagement shall be solely owned by the Client (“Service Content”). The Client may request the Principal Advisor to cooperate with and sign all documents enable the Client to secure, register and enforce in the U.S., U.A.E. and any foreign countries, copyrights in all works owned by or assigned to Client. Client may use such content for the purposes for which the Services have been received, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by the Company and the Client. Content that has been created independently of, or prior to, any engagement (“Retained Content”) remains the property of the Principal Advisor and the Principal Advisor shall retain all rights, title, and interest in and to such Retained Content; however, the Principal Advisor may grant the Client a perpetual, world-wide, royalty-free, and transferable license to use any Retained Content incorporated into any engagement. It is clarified that the cost of such assignment shall be borne by the Client. The Client shall be free to use any ideas, concepts, know-how, or techniques contained in any Content that the Principal Advisor transmits to that Client for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information created by the Principal Advisor for a Client in the course of an engagement, and all intellectual property rights in such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to the Client.
7. Confidential Information
7.1.1. The Client and the Company shall mutually agree to keep each other’s business and practices as confidential and shall agree to abide by these Terms and Conditions. The following shall be considered strictly confidential:
7.1.2. Any Retained Content as shared by the Principal Advisor with the Client;
7.1.3. Materials and information provided to the to the Client by the Principal Advisor;
7.1.4. All work product generated by the Principal Advisor solely or jointly with others in the performance of the engagement, including, but not limited to, any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets;
7.1.5. The business of the Company, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by the Company either directly or indirectly in writing, orally or visually, to the Client;
7.1.6. Any information that is otherwise prohibited from being disclosed under applicable law or which might result in the Client breaching any regulatory, legal, ethical, or professional standard or rule; or
7.1.7. Any other non-public or proprietary information of the Company (“Restricted Information”). If the Client is compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Restricted Information to anyone, then such Client shall promptly notify the Company, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with the Company in protecting such information to the extent possible under applicable law. Upon request by the Company, the Client shall agree to return or destroy all Restricted Information in their possession.
7.2. Confidential Information does not include information which:
7.2.1. is in or comes into the public domain without breach of this Agreement by the Client;
7.2.2. was in the possession of the Client prior to receipt from the Company and was not acquired by the Client from the Company and/or the Principal Advisor under an obligation of confidentiality or non-use;
7.2.3. is acquired by the Client from a third party not under an obligation of confidentiality or non-use to the Company;
7.3. is independently developed by the Client without use of any Confidential Information of the Company;
7.4. Material, non-public information (MNPI), including MNPI related to any company, security, industry, or pending government action or legislation;
7.5. Information that the Client has a duty to or has agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);
7.6. Information that was disclosed to the Client or to which you were permitted access under the assumption or expectation that you keep it confidential; and
7.7. Information the Client believes to be confidential
8. Data Protection
8.2.1. The collection and creation of personal data by, or on behalf of, the Company;
8.2.2. The categories of personal data processed;
8.2.3. The lawful basis for such processing;
8.2.4. The purposes of such processing;
8.2.5. The disclosure of personal data to third parties (including processors);
8.2.6. The international transfer of personal data;
8.2.7. The data security measures applied by the Company;
8.2.8. Company’s compliance with the principles of data accuracy, data retention and data minimization;
8.2.9. The rights of data subjects;
8.2.10. Contact details for enquiries and the exercise of data protection rights; and
8.2.11. Related information.
8.5. It is clarified that the Clients may be required, by law or their own compliance policies, to disclose certain details of their interactions with the Principal Advisor, including the name and the amount paid to the Principal Advisor (“Required Client Disclosures”).
9.1. Subject to the Client’s engagement with the Principal Advisor, the Client has the right to withdraw from this engagement at any time upon notice to the Company, and the Company has the unlimited right to terminate this engagement at any time and for any reason.
10. Consequences of Termination
10.1. Upon the termination of the Services provided by the Company and the Principal Advisor to the Client, the Client shall:
10.1.1. Forthwith cease the use of all Intellectual Property, if any, which belongs or may belong to the Company and/or the Principal Advisor under these Terms and Conditions, including but not limited to copyright in any written material, plans, patents, designs or other works, know how, technical or other information or expertise, and shall, at the request of the Company and/or the Principal Advisor, forthwith return to the Company and/or the Principal Advisor, or otherwise dispose of as the Company and/or the Principal Advisor may instruct, all Confidential Information and other documents, papers and materials whatsoever provided by the Principal Advisor. The Client shall provide a declaration/undertaking in writing to the Company, stating that all Confidential Information has been returned or otherwise disposed of as instructed by the Company and/or the Principal Advisor.
10.1.2. The Client, will promptly deliver to the Company and/or the Principal Advisor all documents, document drafts, work papers, notes, drawings and charts of any description produced by the Principal Advisor in the course of providing the Services hereunder;
10.1.3. Pay the Consultancy Fee to the Company to be further paid to the Principal Advisor; and
10.1.4. All clauses of these Terms and Conditions, including this clause, which are express, or which by implication are intended to survive the termination of these Terms and Conditions shall so survive and continue in full force and effect notwithstanding the termination of the Services.
11.1. During the subsistence of these Terms and Conditions and for a period of 2 (Two) years after such subsistence, the Client shall not engage in any business or any other activities which are, directly or indirectly, competitive with the business activities of the Company's without obtaining the prior written consent of the Company.
11.2. The Client agrees that for a period of 1 (one) year after the subsistence of these Terms and Conditions, the Client shall not:
11.2.1. divert or attempt to divert from the Company any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or customers, or
11.2.2. employ, solicit for employment, or recommend for employment any person employed by the Company's and/or the Principal Advisor for a period of 1 (one) year thereafter.
11.3. It is hereby clarified that the Company shall not be liable for any indirect, special and / or consequential damages arising out of this arrangement. Notwithstanding any provision set forth herein, the maximum aggregate proven liability of the Company towards the Client shall not exceed 20% (twenty per cent) of the aggregate amount that has been received by the Company from the Client in the previous 6 (six) months as amounts due to the Company. For the avoidance of doubt, it is clarified that any amounts received from the Company being fee. In the event that any of the provisions of this Terms and Conditions are held to be invalid or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Terms and Conditions.
11.4. The Client acknowledges and agrees to the following:
11.4.1. they are a non-agent independent individual or entity and nothing in these Terms and Conditions shall be construed as creation of a joint venture, partnership, principal – agent or employer – employee relationship between the Client and the Company;
11.4.2. they have no authority to act on behalf of the Company; and
11.4.3. they shall not identify any Principal Advisor as their employee.
11.5. The Client hereby confirms and agrees that the Company has the right to make any kinds of changes / modifications / alterations, including insertions and deletions to the Terms and Conditions herein, by way of an email.
11.6. This arrangement shall be governed by and construed in accordance with the laws of the defendant’s country and in the event of any dispute between the Parties, the Courts of the defendant’s country shall have exclusive jurisdiction to the exclusion of all other courts.
In the event the Client is facing any problems and/or have any queries in relation to these Terms and Conditions and our arrangement, please get in touch with our single point of contact (“SPOC”). The SPOC shall be available at [email protected] on all working days.