Terms of Service

FOR CONSULTANT:

INTRODUCTION

The use of this platform is governed by the Privacy Policy and the Terms of Service detailed in this document. Your use of this platform and submittal of any personal information to Riverhead indicate your acceptance of these Terms of Service. Riverhead reserves the right to make changes to these Terms of Service at any time.

BACKGROUND

A. The Consultant (defined in 1.1) is qualified and experienced in their field.

B. Riverhead (defined in 1.1) has developed relationships with Clients who may require Project Services from the Consultant.

C. Riverhead is an online platform that matches leading businesses that seek specialized expertise with pre-screened independent consultants in the domains of Management Consulting and Data & Analytics.

D. This document sets out the terms on which Riverhead agrees to facilitate the connection of the Consultant to Client (together referred to as the “parties”) through the Consultant's profile or application available on the Platform.

E. Riverhead's liability is limited as set out in Clause 16.

AGREED TERMS

1. DEFINITIONS AND CLARIFICATIONS

2. USE OF THE PLATFORM BY THE CONSULTANT

2.1 The Consultant shall apply online to Riverhead for access to the Platform and Riverhead may, but is under no obligation to, allow the Consultant to access the Platform, register their contact details and professional information with a view to provide Project Services to Riverhead's Clients.

2.2 Riverhead may connect the Consultant with Projects on the Platform and the Consultant may submit a proposal to the relevant Client through Riverhead.

2.3 After submitting a successful proposal to the Client, a Service Agreement will be drafted by Riverhead to be signed by Riverhead and the Client. Once the Consultant and Client have agreed on the specific terms of a Project, a Project Agreement has to be signed by Riverhead and the Consultant.

2.4 The Consultant shall not agree, or entice any Client to agree, terms for the provision of Project Services to Clients unless Riverhead agrees otherwise in writing.

2.5 The Consultant shall notify Riverhead immediately if a Client suggests agreeing for Project Services outside of the Platform and/or making payments in a way that circumvent Riverhead Fee for Projects.

2.6 For the purpose of Clause 9.1(a), a breach of Clause 2.4 shall constitute a material breach and the Consultant shall pay to Riverhead on demand or Riverhead may deduct from any payment dues to the Consultant a percentage of the Consultant Fee for the relevant Project Services as liquidated damages. The parties confirm that this sum represents a genuine pre-estimate of Riverhead's loss.

3. PAYMENT OF THE CONSULTANT FEE

3.1 The Consultant Fee may be fixed or periodical and is agreed by Riverhead and the Consultant.

3.2 Where the Consultant Fee is charged on a periodical basis, the Consultant shall submit a Fee Note (a summary of the total time and Consultant Fee) to Riverhead including any applicable taxes from time to time. The Fee Note shall reflect the terms agreed in the Project Agreement. Any amendment to the scope of the Project Agreement shall be agreed by Riverhead and the Consultant and Client in writing.

3.3 If the Client objects to the claimed time as set out in the Fee Note, Riverhead shall inform the Consultant as soon as is reasonably practicable and the Consultant shall cooperate fully, in good faith and in a timely fashion to enable Riverhead to establish the number of hours, days, weeks or months completed by the Consultant in relation to the Project.

3.4 If the Consultant receives payment for all or part of the Consultant Fee directly from the Client, the Consultant shall immediately notify Riverhead giving full details of the amounts received. Such amounts shall be deemed to have been paid by Riverhead to the Consultant and shall be set-off against the amounts that would otherwise have been due by Riverhead to the Consultant under this agreement.

3.5 Payment will be made in SAR, JOD, USD, GBP, EUR or AUD, as set out in the relevant Service Agreement and Project Agreement.

4. EXPENSES

4.1 If the Project Agreement provides for the reimbursement of Expenses to the Consultant, Riverhead shall pay such Expenses to the Consultant provided that Riverhead has received:

(a) payment of the corresponding amount; and

(b) approval of the Fee Note including the Expenses, from the Client

4.2 If the Client pays any Expenses directly to the Consultant, the Consultant shall immediately notify Riverhead giving details of the amounts paid and such payments shall be deemed to have been paid by Riverhead and shall be set-off against the payments for Expenses that would otherwise have been owed by Riverhead to the Consultant under this agreement.

5. STATUS

5.1 The relationship of the Consultant to Riverhead shall be that of independent contractor and nothing in this agreement shall render them an employee, worker, agent or partner of Riverhead and the Consultant shall not hold themselves out as such.

5.2 This agreement constitutes a contract for the provision of services and not a contract of employment.

6. DUTIES AND OBLIGATIONS OF THE CONSULTANT

6.1 The Consultant shall provide the Project Services that are approved by the Client and as set out in the Project Agreement.

6.2 During the Project Term, the Consultant shall provide the Project Services with all due care, skill and ability and use their best endeavors to promote the interests of the Client.

6.3 If the Consultant is unable to provide the Project Services due to illness or injury, the Consultant shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no Consultant Fee shall be payable under Clause 3 in respect of any period during which the Project Services are not provided.

6.4 During the Project Term, the Consultant shall make reasonable efforts to ensure that they are available at all times on reasonable notice to provide such assistance or information as the Client may require.

6.5 Unless they have been specifically authorized to do so by the Client in writing, the Consultant shall not:

(a) have any authority to incur any expenditure in the name of or for the account of the Client; or

(b) hold themselves out as having authority to bind the Client.

7. OTHER ACTIVITIES

7.1 Nothing in this agreement shall prevent the Consultant from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Project Term provided that:

(a) such activity does not cause a breach of any of the Consultant's obligations under this agreement; or

(b) such activity does not relate to a business which is similar to or in any way competitive with the business of the Client or of Riverhead without the prior written consent of the Client or Riverhead (as the case may be).

8. TERM

8.1 This agreement shall commence on the date of the Consultant's application to access the Platform and shall continue until either party gives to the other party 14 Business Days written notice to terminate, such notice to expire on or after the end of any ongoing Project Term.

8.2 Notwithstanding Clause 8.1 either party may terminate this agreement with immediate effect in accordance with Clause 9.

9. DEFAULT AND EARLY TERMINATION

9.1 Without affecting any other right or remedy available to it, Riverhead may terminate this agreement with immediate effect (and with no liability to make any further payment to the Consultant other than in respect of amounts accrued before the termination date) by giving written notice to the Consultant if:

(a) the Consultant commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;

(b) the Consultant repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c) the Consultant is in the reasonable opinion of Riverhead or the relevant Client incompetent in the performance of the Project Services;

(d) the Consultant commits any fraud or dishonesty or acts in any manner which in the opinion of Riverhead brings or is likely to bring the Consultant or Riverhead or a Client into disrepute or is materially adverse to the interests of Riverhead or a Client.

9.2 The rights of Riverhead under Clause 9.1 are without prejudice to any other rights that it might have at law to terminate this agreement or to accept any breach of this agreement on the part of the Consultant as having brought the agreement to an end. Any delay by Riverhead in exercising its rights to terminate shall not constitute a waiver of these rights.

10. EFFECT OF TERMINATION

10.1 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

10.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

11. ANNOUNCEMENTS

11.1 Neither party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority or any court or other authority of competent jurisdiction.

12. DATA PROTECTION

12.1 The Consultant consents to Riverhead holding and processing data relating to them for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data relating to the Consultant.

12.2 The Consultant consents to Riverhead making such information available to Clients and potential Clients, to those who provide products or services to Riverhead (such as advisors), regulatory authorities, governmental or quasi-governmental organizations and to potential purchasers of Riverhead or any part of its businesses.

13. CONFIDENTIAL INFORMATION, INSIDER INFORMATION AND INTELLECTUAL PROPERTY

13.1 Either party undertakes that it shall not 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 by Clause 13.2.

13.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, or advisors who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives, or advisors to whom it discloses the other party's confidential information comply with this Clause 13.2; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this agreement.

13.4 The Consultant acknowledges that during a Project Term they may have access to:

a) confidential information of the Client. The Consultant agrees to enter into and adhere to confidentiality provisions contained in the relevant Project Agreement; and

b) inside information about the Client or the Client's business contacts. Inside information is broadly defined as: specific and precise information, not made public, likely to have a significant effect on any securities (stocks & shares for example) if it were to be made public and relating to particular securities. The Consultant shall not use or disclose to any person either during or at any time after a Project Term any inside information which may come to their knowledge in the course of providing the Project Services.

13.5 The Consultant acknowledges that any and all intellectual property generated by the Consultant in the course of providing the Project Services during a Project Term belongs to the relevant Client in accordance with the provisions of the relevant Project Agreement.

14. WARRANTIES

14.1 The Consultant warrants and represents that all information it gives or has given to Riverhead in connection with this agreement, including without limitation in respect of their identity, personal details, qualifications, training and experience, is true, accurate and complete.

14.2 The Consultant agrees to update and keeps Riverhead and the Client updated in case of any change to the information provided in accordance with Clause 14.1.

15. CONSULTANT'S LIABILITY

15.1 The Consultant agrees to fully indemnify Riverhead in respect of all liabilities, costs, Expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and Expenses) suffered or incurred by Riverhead arising out of or in connection with: any:

a) breach of Clause 13; or

b) breach of the warranties set out in Clause 14.

16. LIMITATION OF LIABILITIES

16.1 Nothing in this agreement shall limit or exclude Riverhead's liability for:

(a) fraud or fraudulent misrepresentation; and

(b) any other liability which cannot be limited or excluded by applicable law.

16.2 Riverhead shall have no liability to the Consultant whatsoever in respect of any Project other than for the payment of any Consultant Fee received from Clients under this agreement, and the Consultant agrees that its sole course of action in connection with any Project (other than in respect of the payment of Consultant Fee received from Clients under this agreement) shall be against the relevant Client.

16.3 Riverhead gives no warranties whatsoever in relation to any Client, Project or the Platform and shall have no liability to the Consultant in respect of any acts or omissions of any Client or the employees, officers or agents of any Client. Riverhead has no obligation to provide the Consultant with any connection to Client or Projects other than in accordance with this agreement.

17. PROJECT AND OTHER DEALINGS

17.1 Neither party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party, such consent not being unreasonably withheld or delayed, provided that Riverhead shall have the right to assign this agreement to a subsidiary, holding or parent company (and any of their subsidiaries) of Riverhead on prior written notice to the Consultant.

18. NO PARTNERSHIP OR AGENCY

18.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorize any party to make or enter into any commitments for or on behalf of the other party.

18.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19. ENTIRE AGREEMENT

19.1 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.

19.2 Where the Consultant has accepted this agreement, the terms of the physical contract shall prevail.

20. VARIATION

20.1 No variation of this agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.

21. THIRD PARTIES

21.1 The terms of this agreement are enforceable against a person acting on behalf of the Consultant in any Capacity.

21.2 Except as expressly provided in Clause 21.1, no person other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of the terms of this agreement.

22. FORCE MAJEURE

22.1 Neither party shall be liable to the other party as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event.

23. GOVERNING LAW AND JURISDICTION

23.1 This agreement or any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Jordan.

23.2 The parties irrevocably agree that the courts of Amman (Palace of Justice) shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

FOR CLIENT:

INTRODUCTION

The use of this platform is governed by the Privacy Policy and the Terms of Service detailed in this document. Your use of this platform and submittal of any personal information to Riverhead indicate your acceptance of these Terms of Service. Riverhead reserves the right to make changes to these Terms of Service at any time.

BACKGROUND

A. These terms set out the agreement between Riverhead (defined in 1.1) and the Client (defined in 1.1) (together referred to as the “Parties”) for Riverhead making profiles of Consultants (defined in 1.1) available to the Client for outsourcing purposes.

B. Riverhead has developed a Platform for Consultants who are looking for opportunities in their domains. The Client wishes to obtain services from the Consultants of Riverhead.

C. Riverhead is an online platform that matches leading businesses that seek specialized expertise with pre-screened independent consultants in the domains of Management Consulting and Data & Analytics.

D. This document sets out the terms on which Riverhead agrees to facilitate the connection of the Client and Consultants (together referred to as the “parties”) through the Projects posted by the Client and Consultants' profiles or applications available on the Platform.

E. The liability of Riverhead is limited as stated in Clause 14.

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and clarifications in this Clause apply to this agreement.

Riverhead:  a limited liability company registered in Jordan whose address is in Amman, Mecca Street, Karadsheh Tower, 6^thfloor, office No. 62.

Client(s): means a Client (or Clients) of Riverhead.

Consultant: a service provider introduced by Riverhead to the Client to provide certain services. The Consultant is not an Employee of the Client or of Riverhead.

Project: an assignment to be undertaken by the Consultant for a Client that is introduced through Riverhead. Projects can be posted by the Clients on Riverhead's platform.

Service Agreement: the agreement between Riverhead and Client which is signed once a consultant is matched with specific project, highlighting the terms of the project engagement the consultant is matched to.

Project Agreement: the agreement between Riverhead and the Consultant for the provision of the Project Services by the Consultant to the Client.

Project Services: the consulting services provided by the Consultant to a Client as set out in the relevant Project Agreement. 

Project Term: means the duration of any Project Agreement.

Consultant Fee: the amount payable by Riverhead to the Consultant in relation to any Project as specified in the relevant Project Agreement.

Fee Note: a summary of the total time spent by the Consultant on a specific Project and the corresponding Consultant Fee according to the agreed hourly or daily or monthly rate mentioned in the Project Agreement.

Project Expenses: Expenses incurred by the Consultant pursuant to the Project.

2. USE OF THE PLATFORM BY THE CLIENT

2.1 The Client may apply online to Riverhead for access to the Platform and Riverhead may, but is under no obligation to, allow the Client to access the Platform, register their company details with a view to get matched with Riverhead's Consultants.

2.2 Clients registered on Riverhead can post their talent requirements as Projects on the Platform, covering Project and requested Consultants. Where Projects are subject to Riverhead's approval.

2.3 Riverhead's team shall shortlist Consultants with profiles relevant to the approved Project posted by the Client on the Platform.

2.4 Riverhead's team shall facilitate any needed interviews with shortlisted Consultants, where a decision will be made by the Client after the interviews.

2.5 After selecting a Consultant a Service Agreement will be drafted by Riverhead to be signed by Riverhead and the Client. Once the Consultant and Client have agreed on the specific terms of a Project, a Project Agreement has to be signed by Riverhead and the Consultant.

2.6 Consultants will be working on Client's Projects under their management, where each Consultant shall be evaluated by the relevant project manager.

2.7 The Client shall not agree, or entice any Consultant to agree, terms for the provision of Project Services unless Riverhead agrees otherwise in writing.

2.8 The Client shall notify Riverhead immediately if a Consultant suggests agreeing for Project Services outside of the Platform and/or making payments in a way that circumvent Riverhead Fee for Projects.

3. PAYMENT OF THE CHARGES

3.1 Riverhead shall send to the Client an invoice as per the payment terms specified in the Service Agreement.

3.2 The Client shall not be required to pay Consultant Fee for any services not provided by the Consultant.

3.3 The Charges are exclusive of any applicable taxes as per Jordanian Laws from time to time. Any taxes, levies and/or other amounts shall be borne by the Client.

3.4 If the parties have agreed that Expenses are to be paid by Riverhead to the Consultant, Riverhead may invoice the Client for those Expenses separately and in addition to the Charge.

4. CONFIDENTIALITY

4.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by Clause 4.2.

4.2 Each party may disclose the other party's confidential information:

a) to its Employees, officers, representatives or advisors who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its Employees, officers, representatives or advisors to whom it discloses the other party's confidential information comply with this Clause 4.2; and

b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

4.3 Subject to Clause 4.4, no party shall use the other party's confidential information for any purpose other than to perform its obligations under this agreement.

4.4 The Client consents and allows Riverhead to use the Client's name, logo and other marks for the purposes of advertising and marketing Riverhead's business together with any other purposes deemed fit by Riverhead.

5. DEFAULT AND EARLY TERMINATION

5.1 Without affecting any other right or remedy available to it, Riverhead may terminate this agreement with immediate effect by giving written notice to the Client if:

(a) the Client commits a material breach of any term of this agreement and (if such a breach is remediable as determined by Riverhead) fails to remedy that breach within 14 days of receipt of notice in writing to do so; and

(b) the Client repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion of Riverhead that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.

(c) the Client makes any arrangement with or for the benefit of their creditors, has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets, ceases, or threatens to cease, to carry on business, or (being an individual) is the subject of a bankruptcy petition or order, or any event occurs, or proceeding is taken, with respect to the Client in any part of the world that has an effect equivalent or similar to any of the events mentioned in this paragraph (c); or

(d) the Client commits any fraud or dishonesty or acts in any manner which in the opinion of Riverhead brings or is likely to bring the Client or Riverhead or a Consultant into disrepute or is materially adverse to the interests of Riverhead or a Consultant.

5.2 The rights of Riverhead are without prejudice to any other rights that it might have at law to terminate this agreement or to accept any breach of this agreement on the part of the Client as having brought the agreement to an end. Any delay by Riverhead in exercising its rights to terminate shall not constitute a waiver of these rights.

6. EFFECT OF EARLY TERMINATION

6.1 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

6.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

7. ANNOUNCEMENTS

7.1 The Client shall not make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of Riverhead.

8. DATA PROTECTION COMPLIANCE

8.1 To the extent that any data or information held or disclosed by the Client is personal data, the Client agrees that:

(a) it will process such data and information only in accordance with Riverhead's instructions and in accordance with all applicable laws and regulations; and

(b) it will take such technical and organizational measures against unauthorized or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to the other party as data controller.

9. REPRESENTATIONS AND WARRANTIES OF THE CLIENT

9.1 The Client represents and warrants that;

9.1.1 It is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

9.1.2 The persons entering into this agreement on its behalf have been duly authorized to do so;

9.1.3 It is duly authorized, has all necessary and will maintain at all times all necessary permits, approvals, licenses, authorities, powers, consents and authorizations and has taken all necessary action to enable it lawfully to enter into and perform its duties and obligations under this agreement as set forth herein and that it shall abide by all applicable laws and regulations from time to time;

9.1.4 It entering into this agreement is in line with all applicable laws and/or regulations and its constitutional documents and does not constitute a violation to any contractual obligations it may have with any third party nor infringe any third parties' rights in any manner whatsoever; and

9.1.5 This agreement and the obligations created under it constitute its legal and valid obligations which are binding upon it and enforceable against it in accordance with the terms of this agreement.

9.2 The Client acknowledges and agrees that its representations, warranties and obligations are material to Riverhead and any breach thereof constitute a material breach that may result in material damages to Riverhead.

9.3 The Client shall fully indemnify and keep fully indemnified Riverhead at all times against all liabilities, costs, Expenses, damages and losses (including any direct, indirect or consequential losses) suffered and/or incurred by Riverhead arising from any breach of by the Client of its representations, warranties and/or obligations under this agreement.

9.4 The Client acknowledges that it will not contract directly with any Consultant introduced through Riverhead.

10. NON-SOLICITATION

10.1 The parties agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organization, or otherwise and whether directly or indirectly during, or for a period of six months from, the end of the term of this agreement, solicit or entice away or attempt to entice away or authorize the taking of such action by any other person, any key executive of the other party who has worked on the services provided under this agreement at any time during the term of this agreement.

11. PROJECT AND OTHER DEALINGS

11.1 The Client shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of Riverhead.

12. NO PARTNERSHIP OR AGENCY

12.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

12.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

13. ENTIRE AGREEMENT

13.1 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.

13.2 Notwithstanding Clause 13.1, where the Client has signed both an online contract and a physical contract, the terms of the physical documentation shall prevail.

14. LIMITATION OF LIABILITY

14.1 Nothing in this agreement shall limit or exclude Riverhead's liability for:

(a) fraud or fraudulent misrepresentation; and

(b) any other liability which cannot be limited or excluded by applicable law.

14.2 Riverhead gives no warranties whatsoever in relation to any Client or a Consultant in respect of any acts of omissions of any Client or its employees, officers or agents. Riverhead has no obligation to provide the Consultant with any connection to Client other than in accordance with this agreement.

14.3 Riverhead offers no guarantee nor warranties that there would be a satisfactory response or any response at all once the profile has been created by the Consultant.

14.5 The Client acknowledges that in entering into this agreement it does not rely on, and 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. Riverhead does not make any express or implied warranties as to the Services.

15. THIRD PARTY RIGHTS

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

16. FORCE MAJEURE

16.1 Neither party shall be liable to the other party as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event.

17. GOVERNING LAW AND JURISDICTION

17.1 This agreement or any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Jordan.

17.1111111 The parties irrevocably agree that the courts of Amman (Palace of Justice) shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

FOR OUTSOURCING AGENCY: