1. SERVICE SCOPE AND RIGHTS

1. Evolvy Era Consulting operates as an online platform offering advertisements for a wide range of consulting services tailored for both individual and corporate purposes (the “Platform”). The services include, but are not limited to, business consultation, strategic planning, individual training, mentorship and coaching, professional advice, business development guidance, legal and corporate management solutions, and other services as listed on the Platform and requested by the Client from time to time (the “Services”). The Services are exclusively delivered by appointed consultants listed on the Platform (the “Consultants”). 

2. The Consultants may offer the Services through the Platform or other platforms or channels, and may provide any of its obligations under this Agreement by any of its affiliates (appointed affiliates, partner organisation, subsidiaries, holding companies, members of the group, assigns, assignees, successors, trusted agents and trusted third-parties tools). The Consultants reserve the right to decline any Client’s request or offer and to refuse the provision of requested Services based on their professional judgment or other justifiable grounds.

3. The Client shall provide the Consultants with all necessary information and documentation required, or otherwise requested by the Consultants, for the preparation of the Service Offer and Quote (as defined herein) and for the provision of the Services. The Client is responsible for ensuring that all information provided is complete, accurate, and up-to-date, and for disclosing any applicable restrictions or specific requirements. For the purposes of this Agreement, the Service Offer shall refer to the specification of the services proposed or provided by the Consultants to the Client, including a description of the services, their scope, duration, and applicable terms and conditions. The Quote shall refer to the pricing details associated with the Service Offer, including the total service fee, deposits and extra-fees, add-ons, payment terms, validity period, and any additional payment instructions or conditions.

4. In the event of unforeseen circumstances that affect the Services provision, or if changes or cancellations to the booked Services occur due to the Client's request or failure to meet the obligations under this Agreement, the Client shall take the following actions: (1) make reasonable efforts to promptly notify the Consultants of any changes to the conditions for providing the Services; (2) propose alternative arrangements for the provision of the Services or cancel the Services; (3) cover all costs for Services rendered up to the cancellation date, or any additional costs incurred if the Quote is increased due to such changes. Under these circumstances, the Consultants shall have the right, without further liability, to decline any request or offer from the Client and refuse the provision of the requested Services.

5. The Consultants have the right to provide the Services in their preferred format and manner without requiring the Client’s prior consent or confirmation. The terms of Services provision may be amended or revised at the sole discretion of the Consultants, with notification provided to the Client. This includes, but is not limited to, changes to the Consultant’s compensation, service fees, and other applicable terms. The Client has the option to accept or decline the revised terms.

6. In the event of unforeseen circumstances that affect the Services provision, or if changes or cancellations to the booked Services occur due to the Consultant’s request or failure to meet the obligations under this Agreement, the Consultants shall take the following actions: (1) make reasonable efforts to promptly notify the Client of any changes to the conditions for providing the Services; (2) propose alternative arrangements for the provision of the Services or cancel the Services; (3) refund the paid up fees for that part of Services which were not rendered up to the cancellation date. In that case, the Consultants shall not be liable to the Client.

7. During the term of this Agreement, the Client grants the Consultants and the Platform a limited, non-sublicensable, non-transferable right to access and use the Client’s information. The Client further grants a royalty-free, non-exclusive, revocable license to use, display, and incorporate the Client's name(s), title(s), trade name(s), trademark(s), logo(s), and any images, videos, or content published on the Client's website(s) or platform(s), or any other related information, for the purpose of providing Services, advertising, marketing, and promotional activities conducted by the Consultants and the Platform, or any other activities related to the subject matter of this Agreement.

8. The Consultants and the Platform, may run online and offline advertising campaigns. While the Client may request reasonable restrictions on the types of promotion channels used, the Client acknowledges that the Consultants and the Platform do not have full control over unsolicited or illicit links and references to the Client’s website(s).

9. The Client and the Consultants agree not to edit, alter, or amend each other’s marketing, promotional, and/or creative materials. They further agree not to target contextual advertising to branded keywords, including confusingly similar variations of trademarks, brand names, or designations, whether as an internet domain, part of a domain name, or in connection with search engine advertising. Additionally, neither party shall register domain names, keywords, search terms, or other identifiers for use in search engines, portals, sponsored advertising services, or other search/referral services that incorporate identical or similar terms to those of the other party. Both parties also agree not to exploit or abuse the spirit of any promotions, competitions, tournaments, or offers operated by the other.

2. PAYMENT TERMS

1. The Consultants shall independently determine the Services price (including applicable taxes) as outlined in the Service Offer and Quote, which the Client will pay either in full or in installments, if specified. The Consultants may adjust the Service price in accordance with the terms set in the Service Offer and Quote, provided that the price for Services already rendered will remain at the rate applicable prior to such changes.

2. The Client shall pay the Service price in accordance with the terms outlined in the Service Offer and Quote. The Consultants reserve the right to withhold or reverse payment of the Service price at their sole discretion if fraud or a breach of any term of this Agreement is suspected. Under no circumstances shall the Service price be reduced, regardless of applicable GST, taxes, third-party fees, payment gateway fees, or other deductions, all of which remain the sole responsibility of the Client.

3. All calculations of the payable Services price will be based on the Consultants' records. If the Client believes there has been an error in the amount or compensation, they must notify the Consultants within ten (10) days of the first billing statement showing the issue. If an error is confirmed, the Client may be entitled to an adjustment or credit. If the parties cannot reach an agreement within three (3) working days, the Consultants' records will prevail, except in cases of technical errors, and both parties shall make efforts to resolve the matter amicably. The Consultants may offset any amounts due to them under any agreement against any amount payable by the Client under this Agreement.

4. The Client acknowledges that governmental agencies, departments, or authorities may require to collect and remit taxes to the relevant tax authorities. The Client is solely responsible for determining and fulfilling its obligations to report, collect, remit, or account for any applicable VAT, sales tax, transportation tax, tourist or visitor taxes, or income taxes.

3. CONFIDENTIALITY

3.1. Each party (the "Receiving Party") acknowledges that the other party (the "Disclosing Party") may disclose business, technical, or financial information related to the Disclosing Party’s operations ("Proprietary Information"). Proprietary Information of both parties includes non-public details, non-public data provided under this Agreement. The Receiving Party agrees to take all reasonable measures to safeguard any of confidential and proprietary information of the Disclosing Party, and refrain from using it (except as necessary and expressly permitted in writing) or disclosing it to third parties. The obligation of confidentiality under this section remains in effect for five (5) years following the disclosure of any confidential and proprietary information. However, this obligation does not apply to information that the Receiving Party can prove in writing is or becomes publicly available, was in the Receiving Party’s possession or known prior to disclosure, was lawfully disclosed by a third party without restrictions, was independently developed without reliance on the Disclosing Party’s confidential and proprietary information, or is required to be disclosed by law.

4. PRIVACY AND DATA PROTECTION

4.1. Both parties represent and warrant to one another that any personal data shared under this Agreement or in connection with the provision of Services will be collected, stored, processed, used, transferred, or disclosed in compliance with all applicable data protection laws. Each party is entitled to collect, store, process, and transfer such data during and after the term of this Agreement for the purpose of improving and enhancing their respective platforms, as well as for development, diagnostic, and corrective purposes related to these platforms and other offerings. Any disclosure of personal data shall be made solely in an aggregated or de-identified form for business purposes.

4.2. The parties further acknowledge and agree that, in carrying out their respective obligations under this Agreement, they may process (including but not limited to collect, use, possess, store, dispose of, or transfer) data, which may include personal data as defined under applicable data protection laws. The parties confirm that the collection, use, and processing of personal data will strictly adhere to the consent requirements and legal standards prescribed by the relevant laws.

4.3. If either party is designated as a data controller (the “Data Controller”), that party shall comply with all applicable laws governing the collection and provision of Personal Data to the other party. If a party acts as a data processor (the “Data Processor”), it shall adhere to applicable laws, written instructions, and policies provided by the Data Controller regarding the processing of Personal Data, including its transfer to foreign jurisdictions, unless otherwise permitted by law. The Data Processor must inform the Data Controller if any instruction contravenes applicable laws.
The Data Processor shall fulfill requests from the Data Controller concerning consent or the "right to be forgotten" received from data subjects. To this end, the Data Processor must implement technical and organizational measures capable of supporting the Data Controller in managing data subject requests under applicable personal data protection laws. The Data Processor shall also demonstrate its ability to fulfill its obligations under this section and applicable regulations.
Both parties must ensure the use of appropriate security measures, including operational, logistical, and technical safeguards, to prevent the leakage or theft of Personal Data collected, shared, or processed under this Agreement. The Data Controller may require Personal Data to be stored in encrypted form.
If the Data Processor intends to engage a sub-processor to process Personal Data or replace itself with another processor, prior written approval from the Data Controller is mandatory. Any sub-processor engaged must be contractually obligated to meet the same standards and duties outlined in this section of the Agreement. The Data Processor remains fully liable for the actions or omissions of any sub-processor that result in non-compliance with this Agreement or applicable laws.

4.4. The parties agree to use Personal Data solely for the purposes necessary to perform and process the Services in accordance with the terms and conditions of this Agreement. Both parties shall maintain the confidentiality of all Personal Data in compliance with applicable confidentiality and data protection laws. Each party shall fulfill its legal obligations under the relevant laws and ensure the security of all Personal Data by adopting information security measures that meet or exceed industry standards and any requirements under applicable laws.
4.5. The parties shall provide reasonable and relevant assistance to each other in responding to any data subject requests regarding their rights under applicable data protection laws. Additionally, both parties agree to cooperate in fulfilling their respective obligations concerning the security of Personal Data, including the notification of any Personal Data breaches, as required by the applicable laws.

5. WARRANTIES. DISCLAIMERS. LIMITATIONS

1. The Client represents and warrants that it possesses all necessary rights, licenses, authority, and capacity to utilize, operate, and own (where applicable) the services outlined in this Agreement and to lawfully enter into and perform its obligations under this Service Agreement. The execution, delivery, and performance of this Agreement by the Client do not violate any laws or regulations in any applicable jurisdiction, nor do they contravene or constitute a default under any provision of its governing documents, statutory or licensing requirements, or any order, judgment, decree, or decision issued by a court or governmental authority in any jurisdiction.

2. The Client, including its directors, officers, and ultimate beneficial owners, is not associated with or under the control of any individuals or entities involved in terrorism or terrorist organizations; individuals or entities listed as specially designated nationals or blocked persons/entities; individuals or entities subject to trade embargoes, financial sanctions, or economic restrictions; or individuals guilty of money laundering, bribery, fraud, or corruption.

3. The Client further agrees to ensure that its personnel, representatives, or any persons acting on its behalf will treat the Consultants with respect and refrain from any behavior or communication that is unlawful, offensive, discriminatory, violent, harassing, threatening, defamatory, vulgar, harmful, sexually inappropriate, or otherwise unprofessional or disruptive during any engagement with the Consultants.

4. The Consultants shall use reasonable efforts consistent with prevailing industry standards to maintain the platform in a manner that minimises errors and interruptions. The Platform may be temporarily unavailable for scheduled or unscheduled maintenance, either by the consultants or by third-party providers, or other causes beyond the Consultants’ reasonable control, but the Consultants shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Consultants do not warrant that the Platform will be uninterrupted or error-free, nor do they make any warranty as to the results that may be obtained from using the Platform. Except as expressly set forth in this section, the Platform and services are provided “as is” and “as available,” and the consultants disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
5. Notwithstanding anything to the contrary, except for bodily injury, the Consultants, their equipment, service providers, officers, affiliates, representatives, contractors, and employees shall not be liable under any contract, negligence, or other theory for errors, interruptions, data loss, or costs of substitute services, indirect, incidental, special, or consequential damages, matters beyond the Consultants’ control.

6. The total liability shall not exceed the Service price paid by the Client to the Consultant provided Services in the three (3) months prior to the act that gave rise to the liability, but not more than $1,000.00 in the aggregate. The Client’s right to claim in connection hereto shall be deemed waived if no claim is initiated within twelve 6) months after the act that gave rise to the liability. Some jurisdictions do not allow these liability limitations, so they may not apply to the Client.

7. The Consultants are not liable for any information provided by the Client or Client’s actions, including changes and cancellations in connection to the Services provisions. In case of accidents, personal injury, or property loss caused by the Client to the Consultants, the Client assumes full responsibility and liability, including full compensation to the Consultants. The Consultants are not responsible for disputes or losses arising from such incidents.

6. MUTUAL INDEMNIFICATIONS

6.1. Each party agrees to waive, defend, indemnify, and hold the other party harmless from and against any and all claims, obligations, damages, losses, and expenses, including but not limited to reasonable legal and accounting costs, arising from or related to the breaching party’s violation of this Agreement, misuse of the provided information, or any injuries, damages, or losses (whether direct, indirect, incidental, consequential, or otherwise) resulting from such actions. This also includes any breaches of applicable laws, regulations, third-party rights, or rights under relevant consumer protection legislation.

7. TERMINATION. SURVIVAL

1. During the term of this Agreement, either party may choose not to renew it for any reason by providing the other party with written notice (including email) at least thirty (30) days before the end of the initial term or any renewal term.

2. If a party breaches this Agreement, the non-breaching party may, at its sole discretion, terminate the agreement immediately by providing written notice (including email) to the breaching party during the period of the breach.

3. Either party may terminate this agreement with two (2) days' written notice (including email) if: (a) the terminating party notifies the other party of a material breach that is either incurable or, if curable, is not remedied within fifteen (15) days after the breaching party receives notice; or (b) either party undergoes dissolution, liquidation, or winding up.

4. The Payment Terms, Service Offer and Quote provisions shall remain in effect after termination and continue to govern any outstanding balances owed by the client to the consultants under this agreement until fully repaid. Additionally, sections 2, 3, 4, 6, and 8 of this agreement shall survive termination.

8. GENERAL

1. The Consultants reserve the right to discontinue or modify any aspect of the platform at any time. This agreement, along with the service offer, quote, and any other legal notices published by the consultants on the platform, constitutes the entire agreement between the parties regarding the services and the platform, superseding any prior written or oral agreements or understandings. Any alterations, amendments, modifications, additions, or deletions to this agreement shall have no effect unless made in writing and signed by both parties.

2. This agreement shall be governed and construed under the laws of England and Wales without regard to its conflict of laws principles. Both parties agree to submit to the personal and exclusive jurisdiction of the courts located in London and waive any objections related to jurisdiction, venue, or inconvenient forum. The parties also waive, to the fullest extent permitted by law, any right to a jury trial regarding disputes arising out of this agreement. Some jurisdictions may limit or disallow certain provisions of these terms, and such provisions may not be applied.

3. This Agreement, along with any rights, licenses, and obligations hereunder, may not be transferred or assigned by either party without providing prior written notice to the other party.

4. If any provision of this agreement is deemed invalid by a court of competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions, which will remain in full force and effect.
5. No waiver of any term of this agreement shall be considered a further or continuing waiver of that term or any other term. A party's failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.

SERVICE AGREEMENT

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