Retainer

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Screen Shot 2018-06-24 at 14.02.34.png

Retainer

5,000.00

Retainer for licensing/regulatory strategy work. Paid per month. Includes 3 days of Associate level support per month and 1 day of Specialist support.

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DIACLE LIMITED

 

Terms and Conditions of Business

 

We set out here the basis on which we will provide our professional services to you, the Client. We are authorised, unless agreed otherwise, to take such action we deem necessary to obtain the results expected by the Client. We act under your instructions and in accordance with the agreed services specified in the Proposal.

 

These Terms and Conditions accompany the proposal between you and Diacle Limited and give you information on the consultancy services provided by us. When accepting the Proposal you are accepting these terms so please read them carefully.

 

REGULATORY SUPPORT

 

Diacle provides consultancy services on licensing and compliance matters relating to Blockchain technology. Our aim is to support startups on their way to launch compliant business and ICOs (Initial Coin Offering). We also prove business assistance from corporate structuring to development of legal agreements. Our services and rates are described below.

 

Services

 

Diacle will provide legal/regulatory licensing and project management services. Please note Diacle is NOT a tax advisory service, nor an incorporation agent nor a law firm. We will project manage your licensing project and the development of the contractual documents you have listed through third party service providers. Our in-house legal department will help you define the legal relationships however the legal documents will be signed off by qualified legal practitioners on the respective jurisdictions.

 

Insurance

Diacle Limited is insured for legal consultancy services and regulatory licensing services to the aggregate limit of £1,000,000 and excludes Reserved Legal Activities described in Part 3 of the Legal Services Act 2007 (litigation, probate, oaths).

Excluded areas of work

It is important to note that Diacle does not advise on tax. If tax advice is required we recommend you seek specialist advice. We would be happy to assist you in finding tax advisors if you so wish. Diacle does not under any circumstances assist in any contentious/litigious matters. Diacle also does not provide general legal services such as employment law or similar.

Conflicts

Diacle's business model is to service all regulated or to be regulated blockchain businesses. Therefore there may be certain businesses Diacle serves that are in a similar industry to you. We will be transparent with you where there is a potential conflict (subject to confidentiality restrictions) however we shall not be prevented from conducting our business of legal and regulatory consultancy for the industry as a whole.

Intellectual Property

Diacle is a specialist blockchain legal and regulatory service provider. A lot of the work that we do is finding creative solutions for clients. Where we work on an area and devise a legal solution for a client such as a new design of a token or business model this is our Intellectual Property. We provide to you a full, without reservation royalty licence to use that IP or even sub-licence the use of the IP and we shall not be prevented from using our IP with other clients.

Transaction Fees.

We do not pay for any transaction fees. We will apply the net amount received on the bank account to your invoice. This will be after deduction of any bank or bank card processing charges or cryptocurrency processing charges or forex conversion by the bank.

Banking connections

The parties agree that banking connections provided by Diacle to the clients should be held confidential by the client and its employees/directors and not used for any other purpose such as to provide banking services to others or to circulate the information to other blockchain businesses. Diacle is not responsible for banking matters and cannot guarantee opening of bank accounts for crypto or fiat currencies.

VAT

Our fees are VAT exclusive. We will add VAT to the fees when applicable.

Expenses

Our fees do not include disbursements or expenses. Our standard services are for consultancy time only. For third party services we will endeavour to estimate charges/fees in advance and will notify you of such charges. Once you have agreed to them we will request payment on account to instruct the third parties. The charges/fees may vary from the initial estimate depending on the complexity of the document required and the time it takes to be finalized. We reserve the right NOT to pursue third party services until the fees are secured by the Client. You may decide to pay the third party directly to which Diacle must be notified in writing.

Good practice

In providing the services, we will act dutifully, in good faith and in accordance with generally accepted standards of good practice. We will provide and carry out the Services with reasonable skill and care and keep you informed of the progress of the services upon your reasonable request or in accordance with the roadmap that may have been provided to you. You shall co-operate with us in relation to the services and provide us with such information, data and records as we may require from time to time (or which are otherwise relevant) in order to enable or facilitate us to provide the services in accordance with these terms.

Due diligence

You warrant that the source of funds used to pay for the services are not derived from any illegal source. You accept that you will comply with all our due diligence requirements including a request for identification documentation of beneficial owner and/or management and proof of source of funds where applicable. You will cooperate fully in that respect to provide such documentation and information required on a prompt basis.

Data

Your information will be stored on cloud based systems. Access to your information will be restricted to our directors/employees and, where necessary for the provision of the services, contractors or other third parties. Your data will be used exclusively for the provision of the services to you. None of your data will be released to third parties without your consent unless we are complying with a legal requirement to make a disclosure including a court order; in such cases and where relevant we will inform you in advance of making such a disclosure. You will find our updated Privacy Policy on our website.

Reliance

You acknowledge that we will be relying on any and all information, data and record provided by you from time to time in connection with the provision of the services. You hereby warrant and confirm that any and all information, data and records provided by you to us from time to time shall be true, complete and accurate and nd misleading.

Termination

Without prejudice to its other rights and remedies, either party (the non-defaulting party) may terminate the Agreement immediately by serving written notice on the other (the defaulting party) if:

(a) The defaulting party is in material breach of any of these Terms and fails to remedy such breach (if the same is capable of remedy) within 14 days of being required by written notice from the non-defaulting party to so do; or
(b) The defaulting party enters into a deed of arrangement or shall become insolvent or if a petition for bankruptcy is presented or a bankruptcy order is made or if any arrangement is made with the defaulting party's creditors or if the defaulting party is unable to pay its debts as they fall due or any steps are taken in consequence of the defaulting party being unable to pay its debts or if the defaulting party suffers anything similar or analogous to any of the foregoing in consequence of debt in any jurisdiction; or

(c) The defaulting party makes a resolution for its winding up or makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator/ receiver is appointed in relation to the defaulting party.

Cap on liability

Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance of the services shall be limited to the sums paid by you to us by way of fees in accordance with these Terms.

Limitation of liability

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. We will not be liable for the rejection by a regulator of a licence, permissions or authorisation application. We do not exclude any liability for anything prohibited by statute. If the performance of our obligations under this Agreement is prevented or delayed by any act or omission by you, your agents, sub-contractors or employees, we shall have no liability for any costs, charges, damages or losses whatsoever sustained or incurred by you arising (whether directly or indirectly) from such prevention or delay.

Invoices

Invoices should be paid promptly. Where invoices have not been paid when requested we reserve the right to immediately stop providing the services to you. If invoices are not settled by the due date then we reserve the right to charge statutory Interest on the invoices due. We reserve the right to sell the debt to third parties to enforce against you. This may result in court action against you.

Binding contract

You agree that you are authorised to enter into a binding contract. If you incorporate a new entity and wish to transfer or assign the services to the new entity we will require confirmation in writing.

Public announcements

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (sud consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.

Indemnification

You agree to indemnify and keep indemnified us on a £1 for £1 basis on demand against all and any liabilities, losses, damages, claims, costs and expenses (including but without limitation, professional and legal costs and expenses and loss of opportunity to deploy resources elsewhere) of whatsoever nature incurred or suffered by us as a result of (i) your acts or omissions or defaults and/or (ii) any claim by any third party howsoever arising in connection with the provision of the services and/or any retainer placed by any third party on the services and/or (iii) (save to the extent that we has not acted with reasonable care and skill) any of our acts or omissions liaising with a third parties on behalf of you in the course of providing the services.

Confidential information

Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted as follows: each party may disclose the other party's confidential information (a) to its employees, officers, representatives advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 7 days written notice to ti affected party.

Entire agreement

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that It shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Severability

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. If one party gives notice to the other of t possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Third party rights

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

No Partnership

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Disputes

All disputes will be handled in confidence and neither party shall make a public announcement about any dispute. If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause: either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute. If the parties ar for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.

Jurisdiction

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement.

If you have any further questions, please feel free to contact Maryam Osman by email at maryam@diacle.com