Terms and Conditions – portasolutions

PORTA SOLUTIONS FINANCE CONSULTANTS L.L.C’S TERMS AND CONDITIONS

PORTA SOLUTIONS FINANCE CONSULTANTS L.L.C is a company, registered in Dubai, UAE, under number 1174141 and its affiliates (“Company” or “we”, “our”) provide its content on its websites or applications that post a link to this Terms and Conditions (the “Site”) subject to the following terms and conditions (the “Terms”). We may periodically change the Terms without prior notice, so please check back from time to time. By accessing and using this Site, you (or Client) agree to these Terms.

Please read these terms and conditions carefully. By accessing, browsing, reviewing and/or using the site, you acknowledge and agree that you have read, understood and agree to be bound by these terms and conditions without limitation or qualification and that you shall comply with all applicable laws, rules and regulations. If you do not agree to be bound by these terms and conditions, do not use the site.

The Site may contain additional proprietary notices and copyright information, the terms and conditions of which must be observed and followed. Information on the Site may contain technical inaccuracies or typographical errors. The Company may, in its sole discretion, revise, amend, modify or delete portions of these Terms and Conditions at any time without notice to you. It is at all times your responsibility to read the most current version of these Terms and Conditions. Your continued use of the Site constitutes your acceptance of any revisions, amendments, modifications or deletions to these Terms and Conditions.

RESTRICTIONS, ACCESS AND USE OF THE SITE

Subject to your ongoing compliance with these Terms and Conditions, Company hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, freely revocable license to access and use the Site solely for your personal, non-commercial and lawful purposes provided that you maintain all copyright, trademark and other intellectual property notices therein. Further, Company does not grant you permission, by implication, estoppel or otherwise, to state or suggest that Company promotes or endorses any third party’s political views, ideas, causes, products or services. All other rights are hereby expressly reserved.

Your use of the Site, including all features and functionalities associated therewith, shall be in accordance with all applicable laws, rules and regulations, or other restrictions on use of the services or Content. You shall comply with these Terms and Conditions and shall not: (i) archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works of, offer for sale, or use, any Content or information contained in or obtained from or through the Site; (ii) delete the copyright or other proprietary rights notices from the Site or any Content; (iii) circumvent, remove, alter, deactivate, degrade or thwart any of the content or other protections enabled on the Site; (iv) use any robot, spider, scraper or other automated means to access the Site; (v) decompile, reverse engineer or disassemble any software or other products or processes accessible through the Site; (vi) insert any code or product or manipulate the Site in any way; (vii) use any data mining, data gathering or extraction method; (viii) upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Site, including any software viruses or any other computer code, files or programs; (ix) remove, modify, disable, block, impair, or obscure any advertising in connection with the Site; or (x) use or encourage the use of the Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.

The Company shall have the right to alter, suspend or discontinue the Site or your access to or use of the Site at any time for any reason without notice or liability to you or any third party. The Site may become unavailable due to maintenance or malfunction of computer equipment or for other reasons and may result in damages to your systems, software, data or operations for which Company shall not take on any liability.

HYPERLINKING

The Company makes no representations whatsoever about any other web site which you may access through this one. When you access a non- Company website, please understand that it is independent from the Company, and that Company has no control over the content on that web site, even if Company provides information or services to the owner of that website. In addition, a link to a non- Company web site does not mean that Company endorses or accepts any responsibility for the content or the use of such web site. In fact, the Company disclaims any and all liability and responsibility for such content. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

COPYRIGHTS AND USE OF SITE CONTENT

The copyright in all materials, features and functionality on the Site, including text, graphics, videos, audio recordings, software, algorithms, artwork, interfaces, photographs, logos, icons, and images and the selection and arrangement thereof along with any enhancements to or derivative works thereto (collectively, “Content”), is the exclusive property of Company or its licensors and is protected by law. None of the Content shall be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of the Company or the copyright owner in each instance. You shall not “mirror” or “frame” any Content or the Site itself, in whole or in part, without Company’s express written permission. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity and/or communications regulations and statutes. All rights not expressly granted are hereby reserved. You shall be solely responsible for ensuring that any information or Content obtained from the Site does not contain any virus or other computer software code or subroutine designed to disable, erase, impair or otherwise damage your systems, software, data or operations.

USER POSTINGS

You acknowledge and agree that the Company owns and has the unrestricted right to use, publish, in electronic form and otherwise, distribute and exploit any and all information that you post, submit, share or otherwise publish on the Site (“Submissions”). You hereby waive any and all claims against Company for any alleged or actual infringements of any rights of privacy or publicity, moral rights, rights of attribution or any other intellectual property rights in connection with Company ‘s use and publication of such Submissions. This means that anything posted, submitted, shared or otherwise published by you to the Site shall be owned by Company and may be used by Company for any purpose, now or in the future, without any payment to, or further authorization by, you. In the event Company ‘s ownership of such Submissions is successfully contested, you automatically grant Company a perpetual, royalty-free, non-exclusive, sublicensable, transferable, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform or display such Submissions, in whole or in part, in any form, media or technology known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes. In addition, you hereby waive all claims against Company for any actual or alleged violation of any privacy or publicity rights, moral rights or rights of attribution or infringement of intellectual property rights in any way arising from or relating to the Submissions. Company does not represent or endorse the accuracy or reliability of any Submissions displayed, uploaded, posted on any message board, or otherwise distributed through the Site by any user of the Site, information provider or any other third party. Company expressly disclaims any and all liability related to Submissions, and you acknowledge and agree that any reliance upon such Submissions shall be at your sole option, liability and risk. You covenant that you shall not post, submit, share or otherwise publish on the Site any materials that: (i) are threatening, libelous, defamatory, or obscene; (ii) would constitute, or that encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate law; (iii) infringe the intellectual property, privacy, or other rights of any third parties; (iv) contain a computer virus or other destructive element; (v) contain advertising; or (vi) constitute or contain false or misleading statements. Company in its sole discretion reserves the right to refuse to post and the right to remove any information or Submission from the Site, in whole or in part, for any reason.

ENTRY TO THE CONSULTANCY AGREEMENT

The Company is deemed to have agreed to act for the Client once the Consultancy Agreement has been entered into with the Client. As a rule, the Company and the Client enter into the Consultancy Agreement in writing, using the Company’s Consultancy Agreement template.

The Consultancy Agreement can also be entered into orally or in a format that can be reproduced in writing. The existence of an oral Consultancy Agreement between the Company and the Client is, among other things, evidenced by the Client’s provision of information necessary for providing legal services or issuing an invoice, as well as by the payment of an invoice issued to the Client or to a person designated by the Client.

NO SERVICES, ENDORSEMENT OR PROFESSIONAL CONSULTATION

There may be delays, omissions or inaccuracies in information obtained through your use of the Site. The information on the Site is provided to you with the understanding that Company’s provision of this information to you does not constitute the rendering of investment, consulting, legal, accounting, tax, career or other advice or services. Information on the Site should not be relied upon for making business, investment or other decisions or used as a substitute for consultation with professional advisors. Moreover, Company does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded or distributed through the Site by Company, any user, information provider or any other person or entity. You acknowledge and agree that any reliance upon such opinion, advice, statement, memorandum, or information shall be at your sole option, liability and risk. Moreover, Company does not grant any license or other authorization to you to use the Site in any manner if such use in whole or in part suggests that Company promotes or endorses a third party’s causes, ideas, political campaigns, political views, websites, products or services.

UNACCEPTABLE BUSINESS AND SENSITIVE ACTIVITIES

A Client undertakes that it shall not engage in any Illegal Activities, which means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations or the European Union or similar international organization.

The under-mentioned Sensitive Activities will only be accepted subject to a pre-approval process. Contact us beforehand to make sure we can accept your business. Sensitive Activities include:

financial business involving: soliciting funds from the public, offering investment advice to the public, insurance business, the operation, and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of a Client;
any activity relating to the provision of financial or banking services or any other business which requires a license in any jurisdiction;
gambling or lotteries;
accepting payment over the Internet for products or services;
providing service related to the virtual games;
utilizing merchant numbers for processing credit card orders;
mail or telephone order schemes.

Under no circumstances will we provide services for businesses that conduct activities relating to:

a business that is not allowed with any listed sanctioned countries. Among the sanctioned countries are the following: Afghanistan, Algeria, Antigua and Barbuda, Argentina, Armenia, Aruba, Bahamas, Barbados, Belize, Belarus, Benin, Bolivia, Burkina Faso, Burma, (Myanmar), Cabo Verde, Cambodia, Cayman Islands, Central African Republic, Cuba, Crimea (region of Ukraine), Côte d’Ivoire, Congo, Democratic People’s Republic of Korea, Dem. Rep. of Ethiopia, Dominican Republic, Donetsk (region of Ukraine), Ecuador, El Salvador, Eritrea, Ghana, Guatemala, Guyana, Guinea, Guinea-Bissau, Haití, Honduras, Iran, Iraq, Jamaica, Jordan, Kenya, Laos, Liberia, Lebanon, Libya, Luhansk (region of Ukraine), Macau, Mali, Malta, Morocco, Mozambique, Myanmar, Nicaragua, Nigeria, Pakistan, Panama, Paraguay, Philippines, People’s Republic of China, Russia, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Senegal, Seychelles, South Sudan, Syria, Somalia, Sri Lanka, Trinidad and Tobago, Uganda, Vanuatu, Venezuela, Yemen, Zimbabwe;
businesses or businesses with persons subject to international/national sanctions, suspected or convicted of terrorism, financial crime, or any other offense;
arms, weapons or munitions;
security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the abuse of human rights or be utilized for torture or which may otherwise be used in an offensive manner;
dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials;
mercenary or contract soldiering;
technical surveillance or bugging equipment and industrial espionage;
genetic material;
human or animal organs, including blood and plasma;
the abuse of refugees or human rights;
Pornography;
adoption agencies, including surrogate motherhood;
drug paraphernalia;
pyramid sales;
the provision of credit cards; the provision of degrees or qualifications.

Under no circumstances will we provide services to persons:

who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of any

criminal offense;
who are government officials or politicians;
prohibited under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract. Please note, that if during the provision of services, it turns out that the Client falls under one of the above lists, the Consultancy Agreement with such Client will be immediately terminated without any refund.

PROCEDURE FOR PROVISION OF SERVICES

We provide consulting services to the Client or people designated by the Client in line with the terms of the Consultancy Agreement. We will choose the precise way and terms of providing consulting services, and the Client will not be is not entitled to insist that we follow the Client’s explicit instructions.

When the Company and the Client enter into the Consultancy Agreement, we will agree on the specific type and scope of the consulting services that we will offer to the Client. If both parties agree, the nature and scope of the consulting services may be changed throughout the course of the services’ performance.

When we decide who will provide consulting services to a specific Client, we take into account the wishes of the Client as well as the expertise, experience, workload, etc., of employees and consultants of the Company.

In providing consulting services, the Company should utilize its best efforts to obtain the result requested by the Client while adhering to professional ethical rules. Please note, that the Company cannot promise that the desired outcome will be obtained.

The Company shall inform the Client of all material circumstances related to the provision of consulting services, in particular those that may cause the Client to change the instructions, and, at the request of the Client, shall provide the Client with information on the performance of the Consultancy Agreement.

The Client shall cooperate with the Company in relation to the Client’s assignment, incl. by providing the Company with accurate and complete information and documents, as well as with additional explanations at the request of the Company. Please note, that if you fail to provide us with the data necessary for carrying out the assignment or other information necessary for providing consulting services, we will have the right to suspend (suspension of the Consultancy Agreement may affect in terms of obtaining final outcome) or cancel the performance of the Consultancy Agreement.

FEES AND CHARGES TO BE PAID FOR SERVICES

The fees are set depending on a variety of factors. Fees will be determined by the amount of time spent, the professional knowledge and skill of the Company consultants engaged, the complexity of the assignment and its significance to the Client, the values involved, the outcome, and the liabilities associated with resolving the case.

In addition to the fees and overhead charges, the Client shall reimburse the Company for any and all direct costs paid by the Company for the Client in connection with the provision of the consulting services, including payments made for the Client, transportation and accommodation expenses, translation costs, costs of professional assistance and use of equipment as well as other expenses incurred by the Company beyond the ordinary course of consulting service.

When completing an assignment, it might be difficult to predict the entire price. However, upon request, we will provide Clients with a reasonable estimate as well as information on expected expenses and disbursements, and we will notify the Client as soon as possible if the final charge is going to exceed the estimate.

All other terms of payment for services will be specified in a separate Consultancy Agreement signed with the Client.

TERMINATION OF THE CONSULTANCY AGREEMENT

The Consultancy Agreement usually terminates once the Company has carried out the assignment set out in the Agreement.

The Client is entitled to cancel the Consultancy Agreement at any time, giving the Company a written notice thereof within 10 (ten) days or other term specified in separate Agreement.

The Company may, on its own initiative, suspend and/or cancel the performance of the Consultancy Agreement if:

a conflict of interests arises in the course of carrying out the Client’s assignment;
the Client fails to perform an obligation arising from the Consultancy Agreement or breaches any of the material conditions of the Agreement;
the Client does not follow the instructions given by the Company or acts in another manner that indicates clearly that the Client has lost confidence in the Company;
the Client gives the Company instructions that damage the interests of the Client or are clearly of no use for carrying out the assignment and, although the Company has brought such fact to the attention of the Client, the Client still insists that the instructions be followed;
regardless of repeated reminders by the Company, the Client fails to provide the data and/or information necessary for providing consulting services under the Client Agreement within a longer period of time and, as a result, the provision of consulting services is hindered or impossible;
the Client has failed to pay the fees according to the terms and conditions agreed on;
the Client participating in a transaction relating to economic or professional activities fails to submit the required documents or relevant information regardless of respective requests, or the documents or data submitted do not dispel the suspicion of the Company that the aim of the transaction or business relationship could be money laundering or terrorist financing;
the Company identifies any activity or circumstance in the Client’s economic or professional activities or official act which might be an indication of money laundering or terrorist financing or which gives rise to a suspicion that it might constitute money laundering or terrorist financing.

The Company can also cancel the performance of the Consultancy Agreement for any reason by serving 14 calendar days prior written notice to the Client (or other term specified in separate Agreement).

DISCLAIMER OF WARRANTIES

The site, including all content therein, is provided “as is” and “as available,” without any warranties of any kind. To the fullest extent permissible under applicable law, company disclaims all warranties, express, implied, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title and non-infringement. Specifically, but without limitation, bain does not represent or warrant that: (1) the information on the site is correct, accurate or reliable; (2) the functions contained on the site shall be uninterrupted or error-free; or (3) defects shall be corrected, or that the site or the server that makes it available is free of viruses or other harmful components. You hereby acknowledge that use of the site is at your sole risk.

LIMITATION OF LIABILITY

Under no circumstances shall company or any of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives, attorneys and their respective heirs, successors and assigns be liable for any damages, including direct, incidental, punitive, special, consequential or exemplary damages that directly or indirectly result from the use of, or the inability to use, the site or the information, content, software, products and services advertised or contained on the site or otherwise obtained from or arising out of your use of the site, including for viruses alleged to have been obtained from the site, whether based in contract, tort (including negligence), strict liability or otherwise, even if bain has been advised of the possibility of such damages. This waiver applies, without limitation, to any damages or injury arising from any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, file corruption, communication-line failure, network or system outage, or theft, destruction, unauthorized access to, alteration of, or use of any record.

In no event shall company’s or any of its predecessors’, successors’, parents’, subsidiaries’, affiliates’, officers’, directors’, shareholders’, investors’, employees’, agents’, representatives’ and attorneys’ and their respective heirs’, successors’ and assigns’ total liability to you for all damages, losses, and causes of action whether in contract, tort (including, but not limited to, negligence) or otherwise exceed $1. Some jurisdictions may not allow the exclusion of implied warranties in which case some of the above exclusions may not apply to all users.

INDEMNIFICATION

You hereby indemnify, defend, and hold harmless Company and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives and attorneys and their respective heirs, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees, incurred by any or all the Indemnified Parties in connection with any claim arising out of or relating to: (i) your access to or use of the Site, or (ii) any breach by you of these Terms and Conditions or the representations, warranties, and covenants you have made by agreeing to these Terms and Conditions. You shall cooperate as fully as reasonably required in the defense of any such claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

FORCE MAJEURE

The Parties shall be released in part or in full from the performance of the obligations arising from or in connection with these Terms if it is inhibited by force majeure; whereas, the Company shall be obligated to take every measure to prevent causing of damage to the Client and to ensure the execution of the Terms to the fullest extent possible. The occurrence of force majeure shall be proved by the Parties to be relieved from the liability arising from the law and/or provided for in the Terms for the failure to perform or nonconforming performance of the obligations assumed with the Terms.

Force majeure for the purposes of the Terms is fire, flood, theft, war, etc. Force majeure for the purposes of the Terms is not a change in the economic situation of the Parties, increase in prices, holiday, bankruptcy, bankruptcy caution or securing of an action.

The Parties shall immediately inform of the occurrence of force majeure the relevant bodies who have the right to officially document the situation and take necessary measures.

The Parties shall be obligated to immediately inform one another in writing of the occurrence of force majeure.

Upon the occurrence of force majeure the Parties shall agree on the change in the time-limits for the provision of the service according to the duration of the said circumstances. If the duration of force majeure exceeds two (2) calendar months, the Party shall have the right to cancel the Terms.

ENFORCEMENT OF TERMS AND CONDITIONS

These Terms and Conditions are governed and interpreted pursuant to the laws of the Dubai, UAE. If any part of these Terms and Conditions is unlawful, void, or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

INFRINGEMENT NOTICES AND TAKEDOWN

Company prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.

ENTIRE AGREEMENT

These Terms and Conditions constitute the entire agreement between you and Company with respect to the subject matter of these Terms and Conditions and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding that subject matter. Any waiver of any provision of these Terms and Conditions shall be effective only if in writing and signed by the Company. Any failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of a future breach of that or any other provision of these Terms and Conditions.