and whereas the Consultant (hereinafter: “Affiliate”) runs an independent business that specializes, among other things, in locating and recruiting clients and wishing to make his services available to the company;
and whereas, based on the advisor’s statements and commitments, Group 107 wishes to use his services on a non-exclusive basis for the purpose of recruiting new clients to Group 107 as detailed in this document below;
2.1. That there is no legal or other impediment to entering into this agreement and fulfilling all obligations.
2.2. That he will act professionally and in good faith to achieve the best results for Group 107 within the framework of this agreement.
2.3. All expenses incurred by Affiliate in connection with this agreement and everything involved and arising from it, including travel and accommodation expenses and/or making contact with potential clients, will apply to Affiliate and will be paid by him alone.
2.4. Affiliate is responsible for submitting all reports required by law in connection with his obligations under this agreement. The consultant also undertakes to bear alone all payments to the income tax authorities, value added tax, the National Insurance Institute as well as the payment of all other mandatory payments that will be determined from time to time and any other tax or payment in respect of his obligations and/or income and/or applicable to him.
2.5. Affiliate knows and agrees that Group 107 will be allowed to engage with other Affiliates for the provision of services subject to this agreement and that it is not exclusive.
3.2. Affiliate undertakes that he will forward to Group 107 a list of potential Clients he wishes to contact for engagement before contacting them, and that a unique link, provided by IsraeIT, will be used for registration by such Clients. It is clarified that all Clients shall register by using a unique link for registration provided by Group 107 to Affiliate. It is clarified that Affiliate will distribute the link and direct all potential Clients to register by the respective link.
3.3. The format and structure of the engagement and any other matter that will be included in the agreement that will be signed, as far as it is signed, with each potential Client referred to Group 107 by Affiliate, will be determined exclusively by Group 107. It is clarified and agreed that Group 107 has exclusive and full discretion whether to contract or not to contract with any of the potential Clients referred to it by Affiliate.
It is further clarified that entering into this agreement does not constitute an obligation on the part of Group 107 to contract with any potential Client.
4.1. For any Client that Affiliate introduced to Group 107 and who registered by unique link generated for the purpose only, and with whom Group 107 entered into a binding agreement, Affiliate will be entitled to a commission (hereinafter: “Consideration”) in an amount equal to 8% of the actual Management Fee (hereinafter: “Fee”) received by Group 107 from the aforementioned Client, for a period of 24 months starting from the date of the contract with the Client, provided that aforementioned Client continues cooperation with Group 107 for the same period. It is clarified, that if Clients terminates cooperation before 24 months end, Affiliate’s consideration stops respectively.
4.2. Consideration will be paid together with VAT (if applicable) and against a duly issued tax invoice once every three months. It is clarified that invoices shall be sent by the last working day of each quarter to following email payment@group107.com .
4.3. Consideration will be paid to Affiliate in a manner of + 30 days upon reception of the invoice, provided Clients paid in timely manner as agreed.
6.2. Affiliate undertakes that he and anyone on his behalf will keep in absolute confidence any information about Group 107 that is given to him and/or comes into his possession from any party as it is and/or as part of the provision of his services to Group 107 and will not make any use of it, either directly or indirectly, except as part of and for the purposes of execution the consulting services and his obligations according to this agreement and he undertakes to take all reasonable steps required to prevent such disclosure.
6.3. The transmission of any information about Group 107 or any other information related to it, to potential Clients will be done with the prior written approval of Group 107 and on the condition that those third parties will be subject to a confidentiality obligation containing commitments and statements accepted by Group 107.
7.2. Affiliate undertakes not to present himself as such or as a representative and not to commit himself on behalf of Group 107, except with the prior written approval of Group 107.
8.2. No change, amendment, addition or supplement to the agreement will be valid unless made in writing by the parties and signed by them.
8.3. Affiliate undertakes to refrain from using the right of his rights according to this agreement or according to any law or will not use the said right on time – this will not be considered a waiver on his part of the said right.
8.4. A written waiver or extension given by Group 107 to the agreement in a particular case will not constitute a precedent and/or force an equivalent decision for a similar and/or different and/or other case.
8.5. If it is determined that if any provision of this agreement is unenforceable and/or invalid for any reason, this will not affect the rest of the provisions of the agreement, and the parties will work to implement the agreement according to its spirit and language, including replacing the unenforceable and/or invalid provision as mentioned with an alternative provision.
8.6. Group 107 may deduct any amount from Consideration it must pay to Affiliate according to this agreement for any claim.
8.7. Affiliate is not entitled to assign and/or transfer his rights and/or obligations according to this agreement, all or in part.
8.8. Each party will bear at its own expense its attorneys, other advisors and all other expenses in connection with entering into this agreement.
8.9. The parties hereby agree that the provisions of Israeli law will apply to this agreement and to the rights and obligations of the parties either according to this agreement or as shareholders in the company.
8.10. Any dispute between the parties regarding this agreement and/or its execution and/or their membership in the company shall be resolved exclusively for the decision of the competent court in the district of Tel Aviv-Jafa.
8.11. Notices according to the agreement will be delivered on business days and hours to the addresses of the parties as stated in registration form for Affiliate and Contacts section of https://group107.com and which will also be considered an address for delivery of legal documents. Any notification according to the agreement shall be in writing and delivered by hand delivery and/or sent by registered mail and/or sent by facsimile. A message that is delivered manually will be considered as having reached its recipient 12 hours upon delivery, a message sent by registered mail will be considered as having reached its recipient 72 hours upon delivery and a message sent by facsimile will be considered as having reached its recipient 24 hours from dispatch.
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