BACKGROUND:

1. The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client.
2. The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

1. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the “Services”):
   
   
   • Ivy Central Premier Services:
     
     College and University Admissions Guidance and Counselling.
     2. Academic and Research Guidance and Counselling.
     3. Undergraduate College applications preparation for the United States & any other countries upon mutual agreement.
     4. Interview Preparation for Undergraduate College or University programs.
2. The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.
3. The services will be rendered online through communication channels such as ZOOM or similar applications deemed appropriate by both parties.
4. The Client will have access to the Consultant(s) online booking system throughout the duration of the contract. This will exclude reasonable times of the year when the consultant(s) may be unavailable during holidays/vacations.

Term of Agreement

5. The term of this Agreement (the “Term”) will begin on today and will remain in full force and effect until the end of the contracted period, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
6. In the event that either Party wishes to terminate this Agreement prior to the end of the contracted period, that Party will be required to provide 10 days’ written notice to the other Party by writing to cancellation@ivycentral.com.

Performance

7. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

8. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD.

Payment

9. The Consultant will charge the client monthly using a credit/debit card on file as part of the subscription. Fees are non-refundable and non-transferable once paid.
10. The Consultant will be responsible for all income tax liabilities and taxes or similar contributions relating to the Payment and the Consultant will indemnify the Client in respect of any such payments required to be made by the Client.
11. The Consultant will be solely responsible for the payment of all remuneration and benefits due to the employees of the Consultant, including any National Insurance, income tax and any other form of taxation or social security costs.
12. The Consultant will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

Penalties for Late Payment

13. Any late payments will trigger a fee of 5.00% per month on the amount still owing.

Confidentiality

14. Confidential information (the “Confidential Information”) refers to any data or information relating to the work of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, personal records and client records and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
15. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.

Ownership of Intellectual Property

16. All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Consultant. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
17. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Consultant.
18. Any Intellectual property made exclusively by the client will remain the client’s property.

Return of Property

19. Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor

20. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.
21. Notice

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the addresses or by email or to such other address as either Party may from time to time notify the other.

Indemnification

22. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Additional Clause

23. The Consultant does not predict or guarantee, whatsoever, the final outcome of the application process made by the Client to Universities and Colleges in the United States or worldwide. The Consultant acts in an advisory capacity and the Client indemnifies the Consultant and its directors, employees and consultants of all losses pertaining to the services rendered.

Modification of Agreement

24. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

Time of the Essence

25. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

26. The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

27. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

28. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Titles/Headings

29. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

30. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

31. The agreement will be governed by and construed in accordance with the laws of the United Arab Emirates.

Severability

32. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

33. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

This contract will be entered into agreement by both parties upon the payment of the first invoice sent with this agreement.