Terms of Service - Business of Archviz

These Terms of Service (the "Terms") constitute a legal agreement between you ("Client") and Anees Alomar of Alter Brauhof 11, 76137 Karlsruhe, Germany ("Consultant") governing the use of the Consultant's Service.

Definitions

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

"Confidential Information" means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such); and

"Services" means the services to be provided by the Consultant to the Client in accordance with Clause 3, as fully defined in the Task Order(s), and subject to the terms and conditions of this Agreement.

"writing", and any cognate expression, includes a reference to any communication by e-mail.

Interpretation

In this Agreement, unless the context indicates a contrary intention:

references to Clauses are, unless otherwise stated, references to Clauses of this Agreement;
references to this Agreement are to this Agreement as amended from time to time in accordance with the terms of this Agreement or otherwise with the agreement of the Parties;
where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
This Agreement or any provision thereof shall not be construed adversely against a Party because that Party prepared or drafted it or is seeking to rely on it.
Words denoting the singular include the plural and vice versa; words denoting the masculine, feminine and neuter genders shall indicate other genders; words denoting persons include natural persons, bodies corporate and statutory bodies.
The headings to the Clauses are for convenience only and shall not affect their interpretation.

The Services

The Client wishes to engage the Consultant to provide specific services set out in sequential task orders issued by the Client to the Consultant ("Task Order") whether in digital including email, text, or other forms of electronic communication or physical on print which are hereby expressly incorporated into these terms and conditions of this Agreement.

With effect from the Effective Date, the Consultant shall, throughout the Term of this Agreement, provide the Services set out in the relevant Task Order to the Client with reasonable skill and care, commensurate with prevailing standards.

The Consultant shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided.

The Consultant shall be responsible for ensuring that it complies with all statutes, regulations, standards, codes of conduct and any other rules relevant to the provision of the Services.

The Consultant shall use all reasonable endeavors to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client's acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.

Nothing in this Agreement will be deemed to require the Consultant to undertake any act or perform any services which in its good faith judgment would be misleading, false, libelous, unlawful, in breach of a contract, or otherwise prejudicial to Client's or the Consultant's interests.

This Contract shall not prevent the Consultant from undertaking other Consultant or and/or advisory services provided that the undertaking of such services does not cause a breach of any provision of this Contract.

The Consultant shall keep detailed and accurate records of all activities undertaken in relation to the provision of the Services and shall provide the Client with reports at such intervals and in such form as the Client may from time to time require.

The Consultant shall keep accurate and detailed accounts and records of its services hereunder, including such records as are customary or required under any applicable law, regulation, or requirement.

During the term of this agreement, Client may wish to assign additional projects, products, or services to Consultant beyond the Services outlined in the Task Order(s) as applicable ("Out-of-Scope Assignments"). Consultant agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with Client regarding additional compensation to be paid to the Consultant and other relevant terms and conditions, if applicable.

Representations and Warranties of Consultant

Consultant represents and warrants to the Client that, to the best of its knowledge, Consultant is under no contractual restriction or obligation which is inconsistent with the execution of this Agreement, the performance of its duties hereunder.

Consultant represents and warrants that, to the best of its knowledge, the execution of this Agreement and the performance of its duties hereunder in no way conflicts with any non-disclosure or confidentiality agreement between the Consultant and any third party.

Client acknowledges and agrees that nothing in this Agreement and nothing in the Consultant's statements to Client will be construed as a promise or guarantee about the outcome of any strategies pursued.

Client's Obligations

The Client shall use all reasonable endeavors to provide all pertinent information to the Consultant that is necessary for the Consultant's provision of the Services.

The Client may, from time to time, issue reasonable instructions to the Consultant in relation to the Consultant's provision of the Services. Any such instructions should be compatible with the specification of the Services.

In the event that the Consultant requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.

If any consents, licenses, or other permissions are needed from any third party, it shall be the Client's responsibility to obtain the same in advance of the provision of the Services.

Any delay in the provision of the Services resulting from the Client's failure or delay in complying with any of the provisions of this Clause 5 shall not be the responsibility or fault of the Consultant.

Other than as expressly and specifically set forth in a Task Order, any expenses incurred by Consultant in performing the Services will be the sole responsibility of Consultant.

Fees and Payment

The Client shall pay the Consultant and Consultant shall invoice the Client for Fees due in accordance with the provisions of this Clause 6, as follows:

the Consultant shall be paid a retainer fee in the amount of 1200.00€ per month (the "Retainer") for each full calendar month Consultant provides the Services until termination of this Agreement.

All payments required to be made pursuant to this Agreement shall be non-refundable and made within 7 Business Days (Net 7) of receipt of the relevant invoice in cleared funds to such bank as the Consultant may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as Client is required to deduct or withhold by law.

Payments referred to herein shall not be refundable under any circumstances, including but not limited to the termination of this Agreement for whatever reason.

Without prejudice to any other right or remedy that Consultant may have, if the Client fails to pay the Consultant any sums on the due date, the Consultant may:

suspend all Services until payment has been made in full;
claim interest on any late payment allowed by legislation; or
terminate the Agreement with immediate effect.

Liability and Indemnity

In the event that the Consultant fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.

The Consultant shall not be liable for any loss or damage suffered by the Client that results from the Client's failure to follow any instructions given by the Consultant.

The Client shall indemnify the Consultant against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Consultant) caused by the Client or its agents or employees.

Neither Party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of that Party's obligations if the delay or failure is due to any cause beyond that Party's reasonable control.

Ownership

All Services developed or prepared by the Consultant for Client hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of Client and deemed "Work Product" provided that Client has paid to the Consultant all fees and costs associated with creating and, where applicable, producing the Services.

All title and interest to Work Product shall vest in Client as "works made for hire". To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in Client as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by the Consultant to Client.

Notwithstanding any other provision of this Agreement, the Consultant shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by the Consultant and regardless of whether incorporated in any Work Product.

Confidentiality

Each Party undertakes that, except as provided by a separate Confidentiality Agreement or as authorized in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 5 years after its termination: (i) keep confidential all Confidential Information; (ii) not disclose any Confidential Information to any other party; (iii) not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement; (iv) not make any copies of, record in any way or part with possession of any Confidential Information; and (v) ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 9.

Either Party may disclose any Confidential Information to: (i) any sub-contractor or supplier of that Party; (ii) any governmental or other authority or regulatory body; or (iii) any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; (iv) to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law; and (v) use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

Term and Termination

This Agreement will commence on the Effective Date and will continue until final completion of the Services as set forth in the Task Order(s) or until earlier terminated in accordance with this Agreement, subject to the provisions of this Clause 10.

Notice of termination of any Task Order shall not be considered notice of termination of this Agreement.

Either Party may immediately terminate this Agreement by giving written notice to the other Party.

The rights to terminate this Agreement given by this Clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

Effects of Termination

Upon the termination of this Agreement for any reason:

any sum owing shall become immediately due and payable;
all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;
termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
subject as provided in this Clause 11 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

Status of Consultant

The Consultant warrants that it shall provide services to the Client under the terms of this Contract as an independent contractor.

Nothing in this Contract shall be construed or have the effect of giving rise to a relationship of employer and employee between the Client and the Consultant, whether for the duration of the Term, for the duration of each Task Order or otherwise.

Other Important Terms

No part of this Agreement is intended to confer rights on any third parties.

No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorized officer of the Party giving the notice. In each case notices shall be addressed to the most recent address, or e-mail address notified to the other Party.

This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorized representatives of the Parties.

Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution ("ADR") procedure. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.

This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of the German State of Baden-Württemberg.

Each party agrees that this Agreement herewith may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: a) Checking a box or a 'click to accept' button; or b) Typing a name; or c) Pasting an image of a signature; or d) Drawing a name or initial with a stylus or by hand on a touchpad; and e) Electronically signing using an available third-party software application.

Services Offered

Business of Archviz offers various services including:

Health Check Call consultations
Profit Roadmap group coaching program
Private 1:1 coaching services
Workshops and educational content
Courses and guides for Archviz business development

Effective Date

Wednesday, June 18, 2025