Mentions légales

Consultancy Agreement – Rosvia.com (MB' Y.S. Global Ventures)

Effective Date: January 12, 2025

This Consultancy Agreement is entered into between:

• MB' Y.S. Global Ventures ("Consultant"), operating via Rosvia.com, 
• [Client Name] ("Client"), [an individual/company], with a registered address at [Client Address].

This Agreement sets forth the terms under which MB' Y.S. Global Ventures will provide consultancy services to the Client.

Definitions

• “Agreement” means this Consultancy Agreement, including all annexes, schedules, and any duly executed written amendments between the Parties.         
• "Applicable Law” means all statutes, regulations, directives, professional standards, and ethical rules applicable to the Consultant’s activities and the provision of consultancy services within Lithuania, the European Union/EEA, or any other jurisdiction where the Client operates.                                                                                                                                       
• “Charges” means all fees, costs, and expenses payable by the Client to the Consultant for the performance of the Services, as detailed in Schedule 1 or otherwise agreed in writing.                                                                                                                                 
• “Client Materials” means all information, data, documentation, or other materials provided by the Client to the Consultant for use in delivering the Services.                                                                                                                                                       
• “Consultant” means MB Y.S. Global Ventures, acting under the business name Rosvia.com.
                                                               
• “Deliverables” means any documents, analyses, reports, strategies, or other outputs (whether tangible or digital) produced by the Consultant as part of the Services, as described in Schedule 1.
   
• “Effective Date” means 12 January 2025.                                                                                                             
• “Healthcare Professional”: A natural person who is duly licensed, registered, or otherwise authorised under Applicable Law to prescribe, purchase, handle, and administer prescription-only medicines or medical devices for human use (e.g., medical doctor, dentist, nurse prescriber, or pharmacist).                                                                       
• "Intellectual Property Rights” or “IP Rights” means all intellectual, proprietary, or industrial property rights, whether registered or unregistered, including copyrights, trademarks, designs, trade secrets, databases, and know-how.                                                                                                                                                                         
•  “Services” means the consultancy services provided by the Consultant as set out in Schedule 1.                                                                                                         
•  “Term” means the duration of this Agreement, as stated in Clause 2.

2. Term

2.1 This Agreement shall take effect on the Effective Date and remain in full force and effect until completion of the Services or until terminated in accordance with Clause 9.

2.2 The Agreement may be extended or amended at any time by mutual written consent of both Parties.

3. Scope of Services

3.1 The Consultant shall perform the Services with due skill, care, and diligence in accordance with professional standards and applicable Lithuanian and international business practices.

3.2 The Consultant shall deliver all agreed Deliverables as described in Schedule 1, and any modification or expansion of scope shall require prior written consent by both Parties.

3.3 The Consultant shall make every reasonable effort to meet agreed timelines and shall inform the Client in writing of any anticipated delays.

3.4 Unless expressly stated otherwise, the Consultant acts as an independent contractor and does not represent or act as an agent of the Client.

4. Client Responsibilities

4.1 The Client shall:

a. Provide complete and accurate information, documentation, and access necessary for the Consultant to perform the Services;

b. Respond promptly to all reasonable requests from the Consultant for feedback, clarification, or approvals;

c. Remit all fees and payments in accordance with Clause 6;

d. Ensure that any information or materials provided do not infringe third-party rights or applicable laws.

e. Accept that delays in providing required information or approvals may extend delivery timelines.

4.2 The Client is solely responsible for ensuring that any actions taken based on the Consultant’s recommendations are lawful and appropriate within their jurisdiction.

5. Deliverables

5.1 The Consultant shall deliver the agreed Deliverables in accordance with the specifications and schedule outlined in Schedule 1.

5.2 The Client shall review and provide written acceptance, revision requests, or objections within five (5) business days of receiving the Deliverables. If no feedback is received within this timeframe, the Deliverables shall be deemed accepted.

5.3 The Consultant warrants that Deliverables shall be prepared with professional care and shall not knowingly infringe upon any third-party Intellectual Property Rights.

6. Charges and Payment

6.1 The applicable Charges are specified in Schedule 1 or as otherwise agreed in writing.

6.2 Payment shall be made within thirty (30) calendar days from the date of invoice unless otherwise agreed.

6.3 Late payments shall accrue interest at a rate of 8% per annum or the maximum rate permitted by Applicable Law, whichever is lower.

6.4 The Consultant reserves the right to suspend Services if payment obligations are not met.

7. Intellectual Property Rights

7.1 Unless expressly transferred in writing, all Intellectual Property Rights in the Deliverables and methodologies developed under this Agreement shall remain the exclusive property of the Consultant.

7.2 The Consultant grants the Client a limited, non-exclusive, non-transferable licence to use the Deliverables solely for internal business purposes and in accordance with this Agreement.

7.3 The Client shall not resell, distribute, or reproduce the Deliverables without the Consultant’s prior written consent.

8. Confidentiality

8.1 Each Party agrees to keep strictly confidential all proprietary, commercial, or technical information disclosed by the other Party in connection with this Agreement.

8.2 The confidentiality obligation shall not apply to information that:

        a. is already lawfully in the receiving Party’s possession;
        b. becomes public without fault of the receiving Party;
        c. is lawfully obtained from a third party not bound by confidentiality; or
        d. is required to be disclosed by law or regulatory authority.

8.3 These confidentiality obligations shall survive for five (5) years following the termination of this Agreement.

9. Termination

9.1 Either Party may terminate this Agreement for convenience by giving not less than thirty (30) days’ written notice to the other Party.

9.2 This Agreement may be terminated immediately if:

a. either Party commits a material breach and fails to remedy it within fourteen (14) days of written notice; or
b. either Party becomes insolvent, bankrupt, or ceases to conduct business.

9.3 Upon termination:

a. The Consultant shall cease all ongoing Services;
b. The Client shall pay all fees accrued up to the effective termination date; and
c. The Consultant shall deliver any completed Deliverables upon full settlement of outstanding payments.

 

10. Limitation of Liability and Indemnities

10.1 The total cumulative liability of the Consultant, whether in contract, tort, or otherwise, shall not exceed the total amount of fees paid by the Client under this Agreement during the twelve (12) months preceding the claim.

10.2 Neither Party shall be liable for indirect, incidental, or consequential damages, including but not limited to loss of profit, revenue, or data.

10.3 The Client agrees to indemnify and hold harmless the Consultant against any third-party claims arising from:

a. the Client’s misuse of the Deliverables;
b. breach of this Agreement; or
c. use of Client-provided materials that infringe third-party rights.

11. Dispute Resolution

11.1 The Parties shall first seek to resolve any dispute arising under this Agreement through good-faith negotiation.

11.2 If the dispute remains unresolved within 30 days, it shall be referred to arbitration in Vilnius, Lithuania, under the rules of the Vilnius Court of Commercial Arbitration.

11.3 The arbitration shall be conducted in English or Lithuanian, as agreed by the Parties.

 

12. General Provisions

12.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior written or oral communications.

12.2 Amendments: No amendment shall be valid unless made in writing and signed by authorised representatives of both Parties.

12.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania.

12.4 Force Majeure: Neither Party shall be liable for any delay or failure caused by events beyond reasonable control, including natural disasters, war, or governmental actions.

12.5 Notices: All notices under this Agreement shall be sent in writing to the addresses specified herein and shall be deemed received:

a. on the date of delivery if delivered by hand or courier;
b. three (3) business days after dispatch by registered post; or
c. upon confirmation of receipt if sent by email.

 

13. Execution

This Agreement represents the entire legal understanding between the Parties. It is executed electronically or in counterparts, each of which shall be deemed an original and together constitute one and the same instrument.