Consulting agreement


This CONSULTANCY AGREEMENT (this “Agreement”) is made as of (the “Effective Date”) by and between GENESISHUB-FZ Co., having its principal place of business at DSO-IFZA, IFZA Properties, Dubai Silicon Oasis, Dubai, United Arab Emirates (“GENESISHUB”) and (“CLIENT”). GENESISHUB and the Client represent that they have read this Agreement, including the terms and conditions detailed below, understand it and agree to be bound by all the terms and conditions stated herein.

  1. Applicability

1.1 These Agreement apply to consulting services and advice (collectively “Services” or “consulting services”) provided by GENESISHUB to or for its Client.

1.2 Unless otherwise agreed in writing by GENESISHUB and the Client, these Agreement shall be the full understanding between the Parties and shall prevail over and supersede any previous terms of business or consulting service conditions (or similar).


  1. Engagement

2.1 The scope of the engagement of GENESISHUB is determined by the circumstances, facts and instructions provided by the Client and accepted by GENESISHUB. The Client will ensure that GENESISHUB is supplied in a timely manner with all information that GENESISHUB reasonably requires to perform its engagement or that is material to its engagement. GENESISHUB may assume that the circumstances, facts and instructions provided by the Client are correct and complete. The Client cannot use or rely on GENESISHUB’s advice or consulting services outside of the scope of the engagement.

2.2 Unless the Client has expressly asked GENESISHUB to do so, GENESISHUB will not verify or check any information or instructions provided to it by the Client, or by others on the Client’s behalf, and the Client acknowledges that GENESISHUB shall be entitled to rely on such information or instructions when performing its obligations under the engagement.

2.3 In the event that GENESISHUB is acting for the Client on several matters, the Client should not assume that the information, the Client provides to a person working on one matter will be communicated to a person working on another matter. The Client should therefore provide all information that has a bearing on a matter or consulting service directly to the relevant team.

2.4 GENESISHUB will determine how and by which person or persons, the consulting services will be performed. Unless GENESISHUB provides that the specifically named persons will perform the consulting services, GENESISHUB will have the right to replace the persons named with persons of comparable expertise.

2.5 GENESISHUB’s advice is given only in relation to the matter for which GENESISHUB are instructed. Where the Client is more than one person, information will be shared between the Clients freely.

2.6 GENESISHUB may not accept an engagement, or may have to cease to act for the Client under its statutory, professional or internal rules, if there is a conflict between GENESISHUB’s duties to the Client and to other Clients or between the interests of GENESISHUB and the interests of the Client.

2.7 The Client agrees to provide GENESISHUB at any time on request with the information required to conduct a conflict search. In addition, the Client agrees to promptly inform GENESISHUB if the Client becomes aware of any circumstances it considers a potential conflict for GENESISHUB. The Client acknowledges that, by accepting an engagement, GENESISHUB does not grant exclusivity for the provision of advice or other consulting services in relation to a certain business or market. Subject to statutory and professional rules, GENESISHUB may act for other Clients in transactions, disputes or other matters in which the Client or any affiliated entity of, or any person related to, the Client has an interest, provided that GENESISHUB does not thereby breach its duties to the Client.


  1. External Advisory Firms / Consultants

3.1 We may retain external firms or external advisors on the Client’s behalf, without requiring any additional approval from the Client.


  1. Confidentiality

4.1 GENESISHUB is subject to professional secrecy obligations and will treat any confidential information (which is specifically marked as confidential) obtained from the Client as confidential. GENESISHUB undertake to treat any information and/or documentation that is received in relation to the agreed engagement in strict confidence, save insofar as disclosure of any such information is required as a matter of law. In this respect, GENESISHUB shall take such security measures as it considers necessary.

4.2 The confidentiality obligations of GENESISHUB shall not pertain to information:

(i) for which it can be proven that it has been or will be obtained lawfully from third parties;
(ii) that was generally known to the public at the time of the engagement of GENESISHUB; or
(iii) that becomes generally known to the public after the engagement of GENESISHUB without any breach of confidentiality obligations under this Agreement.

4.3 The Client agrees that GENESISHUB may disclose any relevant information in order to protect and/or defend itself in any actual or threatened legal, civil, criminal or regulatory proceedings or to enforce its claims against the Client, and may also disclose any relevant information in confidence to GENESISHUB’s insurers, insurance brokers, auditors and advisors.

4.4 GENESISHUB may be required to make certain disclosures to the appropriate authorities pursuant to applicable money-laundering, terrorism financing, or sanctions provisions. Such obligations may override GENESISHUB’s professional secrecy obligations. If so, GENESISHUB will to the extent permissible and practicable inform the Client of the request or requirement to disclose.

4.5 The Client hereby understands and acknowledges that for the provision of the consulting services, GENESISHUB may receive personal data for the Client by any third party for the provision of the consulting services to the Client. The Client is reminded that in case of any change to the personal data, the Client will proceed with notifying GENESISHUB in order to update the records accordingly.


  1. Fees and Expenses

5.1 The total service fee shall be further detailed in Annex I.

5.2 GENESISHUB’s fees are calculated in accordance with the level of consulting services provided by the consultants, on the basis of the applicable hourly rates and the time spent. GENESISHUB reserves the right to change the hourly rates of its consultants. GENESISHUB reserves the right to submit, at any point during the course of a matter, an invoice for the services provided.

5.3 GENESISHUB’s fees are exclusive of taxes and out of pocket expenses. GENESISHUB charges a percentage of the total service fees to cover telephone, fax, photocopying services and other communication and office costs.

5.4 All amounts are exclusive of value added tax (VAT), where applicable. Any VAT payable by GENESISHUB shall be charged to the Client. Likewise, any applicable foreign taxes and deductions are to be borne by the Client or charged to the Client.

5.5 Unless explicitly stated otherwise, any quote, estimate or indication of anticipated service fees shall constitute a non-binding estimate only. Moreover, any quote, estimation, indication, fixed fee, or cap of legal fees is exclusive of expenses, VAT etc. Unless otherwise agreed, the effective level of our fees will depend upon the time actually spent on the services provided and the applicable rates.

5.6 All invoices must be paid within 7 days of receipt unless the invoiced amount is covered by a retainer. GENESISHUB reserves the right to submit, at any point during the course of a matter, an invoice for the services provided.

5.7 GENESISHUB do not accept any liability for any sums held in a Client’s account which are not readily available to GENESISHUB as a consequence of the failure of any financial or banking institution, or any restriction by such institution to provide access to deposits.

5.8 If the Client is required (by a banking institution, a law, regulation or otherwise) to deduct any amount when paying an invoice, the Client will pay to GENESISHUB an additional amount so as to ensure that we receive a net sum equal to the amount of the invoice.

5.9 GENESISHUB may require the Client to provide GENESISHUB with money on account of the fees and/or disbursements in advance of commencing work or ask to settle all or any part of the fees and/or disbursements.


  1. Limitation of Liability

6.1 The Client hereby agrees that it will not bring any claim or proceedings and waives any claim against GenesisHub, any employee, consultant, associate, auxiliary person, partner or affiliate of GENESISHUB. Any advice or services given by GENESISHUB is provided solely for the Client’s use and benefit and may not be used or relied on for any other purpose or disclosed to any other person (excluding the Client’s professional advisors on a “need-to-know-basis”, who, however, may place no reliance on such advice) without GENESISHUB’s prior written approval.


  1. Termination

Both the Client and GENESISHUB have the right to unilaterally terminate the engagement and any power of attorney issued on the basis thereof at any time. The Client will be responsible for any fees, expenses and disbursements incurred up to the date of termination, together with any fees, expenses and disbursements necessarily associated with GENESISHUB ceasing to act or the transfer of the work to another advisor of the Client’s choice.


  1. Governing Law and Jurisdiction

The relationship between GENESISHUB and the Client is exclusively governed by Dubai law, to the exclusion of its conflict of law provisions and any international treaties. Any dispute arising out of or in relation to the relationship between the Client and GENESISHUB shall be submitted to the exclusive jurisdiction of the courts of Dubai.

  1. If any provision of this Agreement shall be held by a court to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
  2. This Agreement, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes in all proposals, oral or written, all negotiations, conversations, or discussions between or among the Parties with respect to such subject matter.
  3. Any modifications of this Agreement must be in writing and signed by both Parties.
  4. Neither party may assign its rights, duties or obligations under this Agreement without the prior written consent of the other.



Annexe: Fee Schedule

This Fee Schedule (“Schedule“) is incorporated into and forms an integral part of the Consulting Agreement (“Agreement“) dated [insert date], entered into between [Client’s Name and Address] (“Client“) and [GENESISHUB-FZ Co., having its principal place of business at DSO-IFZA, IFZA Properties, Dubai Silicon Oasis, Dubai, United Arab Emirates (“GENESISHUB”)] (“Consultant“).

Consulting Fees:

The Client agrees to pay the Consultant for the consulting services as follows:

Hourly Rate:

The Consultant’s hourly rate is [Hourly Rate]. The Client will be billed on an hourly basis for services rendered.

Fixed Project Fee:

For specific projects or phases of work, the Client may agree to a fixed project fee of [Fixed Amount]. The payment schedule for fixed project fees will be outlined in the Scope of Work.

Advance Payment:

The Client agrees to pay the Consultant an advance payment of 10,000 USD which is [Specify Percentage]% of the total project fee upon the execution of this Agreement. This advance payment shall be due within [Specify Number of Days] days from the Effective Date.

Travel and Expenses:

The Client agrees to reimburse the Consultant for reasonable and pre-approved travel and accommodation expenses incurred in connection with the provision of consulting services. Such expenses may include transportation, lodging, meals, and other reasonable out-of-pocket expenses.

Invoicing and Payment Terms:

Invoices for hourly services will be submitted as and when applicable. Invoices for fixed project fees will be submitted according to the payment milestones outlined in the Scope of Work.

Payment is due within [Number of Days] days from the date of the invoice. Late payments may incur interest at a rate of [Interest Rate]% per month.

Payment Methods:

Payments may be made by such as bank transfer, cheque, or other mutually agreed-upon methods. Bank details for wire transfers will be provided by the Consultant upon request.


All fees are exclusive of applicable taxes, which will be added to the invoice and paid by the Client.

Scope Adjustments:

If there are changes to the scope of work that result in additional services beyond the originally agreed-upon scope, the parties will discuss and agree on any adjustments to the fee schedule.

Termination Fees:

If the Agreement is terminated by the Client for convenience, the Client agrees to pay for the services provided up to the termination date. If terminated by the Consultant for reasons outlined in the Agreement, termination fees may apply as specified in the Agreement.

Dispute Resolution:

Any disputes related to fees will be resolved in accordance with the dispute resolution provisions outlined in the Agreement.


By signing below, the Client and Consultant acknowledge their agreement to the terms and conditions outlined in this Fee Schedule, which forms an integral part of the Consulting Agreement.