The General Conditions shall apply to all dealings between New ABC and the Client and, for the avoidance of doubt, shall be treated as applying separately to each Instruction given by a Client to New ABC.
The appointment shall, unless otherwise specifically agreed, be exclusive and commence on the date the Client confirms our instruction by returning a signed copy of the letter of instruction and shall, unless otherwise agreed, continue for a minimum period of twelve months determinable there after by the Client on giving two calendar months written notice.
The General Conditions and the terms of the Instruction shall be governed and construed in accordance with the laws of the Islamic Republic of Iran, New ABC and the Client submitting to the exclusive jurisdiction of the Courts of the Islamic Republic of Iran.
PERFORMANCE OF THE SERVICES
New ABC shall exercise all reasonable skill and care in providing the Services under the Instruction and shall inform the Client if it becomes apparent that the Services need to be varied. The Client and New ABC shall confirm in writing any variation of the Services to be provided under the Instruction.
ASSIGNMENT AND SUB-CONTRACTING
The Client shall with the prior consent of New ABC have the right to assign the whole or any part of the benefit or to transfer in any way the obligation contained in the Instruction, such consent shall not to be unreasonably withheld.
New ABC shall have the right to sub-contract the performance of all or part of the Services from time to time. Should this occur, New ABC will nevertheless and unless otherwise specifically agreed, remains responsible to the Client for the due and proper performance of the Services.
INFORMATION PROVIDED BY CLIENT
The Client shall promptly provide to New ABC all information as is necessary or reasonably requested by New ABC in order to enable New ABC to properly perform the Services.
The Client accepts that New ABC is entitled to rely on the accuracy, sufficiency, and consistency of any and all information supplied by the Client. New ABC accepts no liability for any inaccuracies contained in information disclosed by the Client, whether prepared by the Client or by a third party and whether or not supplied directly to New ABC by that third party.
Except where required by law or by any proper authority or where the Client has waived such rights in writing, all confidential information provided by the Client shall be kept confidential by New ABC.
New ABC shall ensure that all persons whether employed by it or working under its direction in the course of performing the Services abide strictly by the obligation to keep all confidential information provided by the Client confidential.
All confidential information provided by the Client will be returned, destroyed or erased upon the Client’s request. Save that New ABC reserves the right to retain one copy of the confidential information for the purpose of compliance with professional, legal or regulatory requirements or obligations (subject always to its continuing duty to treat such information as confidential).
INFORMATION PROVIDED BY NEW ABC
Copyright in all material of whatever nature prepared by New ABC and provided to the Client or otherwise generated in the course of carrying out the Services shall remain the property of New ABC. No part of any report, document or publication may be reproduced or transmitted or disclosed in any form or by any means, or stored in any database or retrieval system of any nature, without the prior written permission of New ABC.
All information and advice made available by New ABC to the Client is for the sole use of the Client and for the sole purpose for which it was prepared in connection with the Services.
THIRD PARTY LIABILITY
The Client acknowledges that, save in respect of New ABC’s own sub-contractors, New ABC does not warrant the performance, work or the products of others and shall not hold New ABC responsible for the inspection or supervision of the execution of such performance, work or products. This provision is not abated where the performance, work or products of others is incidental and/or inevitable to the Services provided by New ABC.
Unless otherwise specifically agreed in writing neither these General Terms and Conditions of Business or the Services provided pursuant to the Instruction are intended, either expressly or by implication, to confer any benefit on any third party (excepting that is as provided specifically herein to the employees and subcontractors of New ABC). The liability of New ABC to any third party is expressly disclaimed.
Where matters beyond the control of New ABC cause delay to the performance of the Services the Client shall not hold New ABC responsible for that delay.
PAYMENT OF FEES, EXPENSES AND DISBURSEMENTS
Payment of the fees for the Services shall be calculated, charged and made as set out in the letter of instruction or any variation thereto agreed by the Client and New ABC.
The Client shall pay the expenses of and reimburse the disbursements incurred on its behalf by New ABC as specified, or on the basis set out in the letter of instruction or any variation thereto agreed by the Client and New ABC. Flights over four hours in length shall be booked in business class or equivalent.
All references to fees, expenses and disbursements are exclusive of Value Added Tax – or any other similar and applicable purchase tax. Any Value Added Tax chargeable on New ABC’s fees, expenses and disbursements shall be paid by the Client.
Our transaction fees shall become payable on the completion of all legal formalities in connection with the transfer of ownership of the whole or part of the property that is the subject of the instruction in the following circumstances:
In the event that invoices are not settled in full within 28 days of submission, New ABC reserves the right to charge interest on the balance outstanding, to accrue at a daily rate of 2% Libor.
Either party may immediately terminate the Instruction in the event of the other party failing to remedy a material or persistent breach of any of the terms of the Instruction within 14 days after the service of a written notice detailing the facts that give rise to the material or persistent breach.
In the event of such a termination of the Instruction, New ABC shall be entitled to, and shall be paid, fees for all Services provided to that time, in accordance with sub-clause 9.4 above.
New ABC’s liability to the Client for loss or damage shall be limited to such sum as New ABC ought reasonably to pay having regard to its direct responsibility for the same and on the basis that all other third parties shall, where retained by the Client, be deemed to have provided to the Client contractual undertakings in terms no less onerous than this clause in respect of the performance of their services in connection with the instruction, and shall be deemed to have paid to the Client such proportion as may be just and equitable having regard to the extent of their responsibility for such loss or damage.
Unless otherwise agreed, the liability of New ABC to the Client for loss or damage claimed in respect of any Instruction shall, notwithstanding the provisions of the paragraph above, in any event be limited to the aggregate of all professional fees paid to New ABC over the course of a calendar year under this agreement.
Unless, and to the extent finally and judicially determined to have been caused by fraud, wilful default or negligence of the Client, the Client agrees to indemnify on demand and hold harmless New ABC against all actions, claims, proceedings, losses, damages, costs and expenses whatsoever and howsoever arising from or in any way connected with the Instruction or the provision of Services hereunder.
Unless and until any such agreement is reached and recorded in writing, New ABC will accept no responsibility or owe no duties to the Client which relate to matters beyond the scope of the Services.
The Client acknowledges that any action, claim or proceedings arising out of the Services provided under the Instruction shall be brought against New ABC with whom the Client has contracted and not against any employee or subcontractor of New ABC involved directly or indirectly in the delivery of the Services.
The above paragraphs of this Clause do not apply to liability for death or personal injury arising out of negligence, which liability shall be unlimited.
COMPLAINTS RESOLUTION PROCEDURE
The Client agrees that it will not take any action or commence any proceedings against New ABC before it has first referred its complaint to New ABC in accordance.
ON LINE SERVICES
New ABC may in order to facilitate delivery of the Services and/or general communication with the Client, offer and/or provide from time to time electronic systems and/or software to the Client which shall be provided on the then prevailing terms and conditions by which New ABC provides such electronic systems and/or software.
Any provision of the Instruction, including any provision contained in the General Conditions, which is declared void or unenforceable by any competent authority or court shall, to the extent of such invalidity or unenforceability, be deemed severable and shall not affect the other provisions of the Instruction and General Conditions, which will continue unaffected.
“Affiliate”: means each subsidiary, associate and holding company and each subsidiary and associate of any such holding company and their respective directors, officers, employees and agents.
“Client”: means the person, firm or company named in the Instruction as requiring the Services.
“New ABC”: means New Asian Business Concepts, whose registered office is at Sayeh Tower, Valiasr and Soltani Street, Tehran, Iran, together with its successors and assigns or such Affiliate thereof as may be named in the Instruction as providing the Services.
“General Conditions”: means these General Terms and Conditions of Business subject only to such amendments as may be agreed with New ABC.
“Instruction”: shall mean the requirements of the Client as set out in the an agreement in writing between New ABC and the Client as signed by both parties or as otherwise evidenced in writing and which sets out the requirements of the Client and which shall incorporate details of the Services and a the Fees, Expenses and Disbursements, together with these General Conditions and conditions and/or documents expressly referred to in the Instruction, all of which shall be read as one as if set out in full in it.
“Schedule”: shall mean, where appropriate, any description of Services, Fees, Expenses and Disbursements, whether letter, list or other document.
“Special Conditions”: shall mean any conditions specifically applicable to the instruction and which, in case of conflict with the General Conditions, shall prevail.
“Services”: shall mean the services to be provided by New ABC as specified in the instruction or variations or amendments thereto agreed by New ABC in writing.
“Agreed by New ABC” and “consent of New ABC” shall mean the agreement in writing by an authorised person in New ABC (or of any successor or assign).