Terms & Conditions

Our Relationship with You    1. We will perform the Services using reasonable skill and care for the sole benefit of you, our Client.  2. We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venturer.  3. We will not assume any management responsibilities regarding the services we provide 4. We will not be responsible for the use or implementation of the output of our services as usage is determined by the client.   Your Responsibilities    5. You shall assign a qualified person to oversee the services. You are responsible for all management decisions relating to the services, the use or implementation of the output of the services and for determining whether the services are appropriate for your purposes.  6. You shall provide (or cause others to provide) to us, promptly, the information, resources and assistance (including access to records, material, systems, premises and people) that we reasonably require in order to perform the services.  7. All information provided by you or on your behalf shall be accurate and complete.  8. We may rely on client information made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate or verify it.  9. You shall be responsible for your personnel’s compliance with your obligations under this agreement.    Our Service   10. Any information, advice, recommendation or other content of any reports, presentations or other communications we provide under this agreement are for your internal use only unless otherwise specified by yourself and you than are responsible for the output and any inconvenience or damage that arises. 11. You may incorporate into documents that you intend to use our summaries, calculations, presentations or tables but not our recommendations, conclusions or findings. You must assume sole responsibility for the contents of those documents and you must not externally - directly or indirectly - refer to us in connection with them.  12. You may not make a contractual claim or bring proceedings arising from the provision of the services as you accept all ‘work’ is consultative in approach and all final decisions are with the ‘client’ as signed on the contractual agreement. 13. We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own in performing the Services. We retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services).    Limitation of Liability   14. In no event shall Start-Up-Consult, its affiliates or licensors or any third parties be liable for any incidental, indirect, exemplary, punitive, consequential damages, lost profits, resulting from services provided.    Confidentiality    15. Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary.    16  Signed NDA's with clients are accepted and will be signed however material provided to Start-Up-Consult by clients that are confidential will need to be stated as so on each document clearly with label 'In Confidence - do not share'. Any other material provided will be deemed as non-confidential.  Fees and Expenses   17. You shall pay our professional fees and specific expenses in connection with the services as detailed in the proposal of work.  18. If we are required by applicable law, legal process or government action to produce information or personnel as witnesses with respect to the services or an agreement between Start-Up-Consult and a client, the client shall reimburse us for any professional time and expenses (including reasonable external legal costs) incurred to respond to the request.   Force Majeure 19. Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.    Term and Termination    20. This Agreement applies to the Services whenever performed (including before the date of this Agreement).   Governing Law   21. Disputes arising from this Agreement will be governed by the law of the State of Israel. excluding rules as to choice and conflict of law. The courts in the Tel Aviv District shall have sole jurisdiction to adjudicate claims or matters arising from this Agreement or any Transaction Document.   Compliance with Laws.   22. Each party agrees to be responsible for complying with all laws and regulations applicable to the respective party.   Priority of Terms   23. The terms and conditions as laid out in this agreement supersede any terms and conditions as presented by a client or third party. 24. These terms and conditions also come into force when a verbal or written framework or proposal of service via email has been agreed.