Terms of Service
The Terms and Conditions (“Terms”) detailed below are applicable to everyone using the services of KHAMSA SIR for TECHNICAL INFORMATION (“Intermediary”). The Intermediary, on behalf of itself and its affiliates (one or more of which may be performing services) and doing business as “Chelsea Consulting”, may be referred to as “we,” “our”, “us”, or “Intermediary”, who will provide services to the Customer.
1. Definitions
1.1 “Customer” means the recipient of the services supplied by contractors.
1.2 “Consultant” or “Client” means the contractors who, pursuant to a service contract facilitated by the Intermediary, will be engaged by the Customer to perform services as outlined in Clause 4 of the Terms and as may be described in detail in a separate agreement executed between the Customer, Client, and the Intermediary.
1.3 “Engagement Fee” means the aggregate fixed price (exclusive of any applicable taxes) for all Milestones that the Customer is contractually bound to fund to the Intermediary, as consideration for the services performed by the Client and as outlined in Clause 4 of the Terms.
1.4 “Intermediary” means KHAMSA SIR for TECHNICAL INFORMATION, and includes its owners, affiliates, officers, and employees, and authorised representatives, acting solely in the capacity of a facilitator of the service contract between the Customer and the Client.
1.5 “Milestone” means each successive 30-day period, commencing on the date on which the Client’s engagement with the Customer begins.
1.6“Intermediary Service Fee” refers to the amount payable by the Customer to the Intermediary in consideration for the services provided by the Intermediary, and for the administration and facilitation of payments related to the Engagement Fee.
1.7 “Party” means each of the Customer, the Client and the Intermediary, and “Parties” means all of them collectively.
1.8 “Start Date” in the Terms means the date on which the Customer and the Intermediary start their engagement, and is defined as 7 days from the date of customer’s first payment.
1.9 “Terms” means these Terms and Conditions together with any schedule, annex, service contract, or other written agreement that the Parties execute and incorporate these Terms by reference, add to them, or expressly override them on specific matters.
2. Incorporation and Precedence
2.1. All service contracts or addenda executed between any two or more of the Parties (including Intermediary-Customer and Intermediary-Client agreements) are deemed to incorporate and be read in conjunction with the Terms.
2.2. To the extent of any direct inconsistency, the specific commercial details set out in the later-executed document shall prevail, but only for the matter expressly addressed; in all other respects the Terms continue to govern.
2.3. Duplicate provisions need not be repeated in individual agreements, and any undefined capitalised term therein bears the meaning given to it in the Terms.
3. Relationship Between the Parties
3.1. Role of Intermediary: The Intermediary’s role is limited to the administrative facilitation of the transaction and does not constitute the provision of escrow or regulated payment services. The administrative facilitation of transaction refers to the Intermediary’s role vis-à-vis payment of the Engagement Fee to the Client.
3.2 Nothing in the Terms and no course of dealing between the Intermediary, the Customer, and the Client, shall be construed to create or imply:
3.2.1 Any partnership, joint-venture, consortium, association, franchise, commercial agency, broker, fiduciary, trustee, employer-employee, or other relationship of trust or dependency between (i) the Intermediary and the Customer or (ii) the Intermediary and the Client; and the Customer and the Client.
3.2.2 any authority for the Intermediary to represent, bind, or incur obligations on behalf of the Customer or the Client.
3.3. Each Party retains exclusive control of its personnel, premises, working methods, and business decisions and shall bear sole responsibility for its own taxes and for any other regulatory compliances.
3.4. The Intermediary is, and shall at all times, remain an independent intermediary.
4. Obligations of the Client
4.1. The Client is, and shall at all times remain, an independent contractor.
4.2. The Client will perform services in consideration for the Engagement Fee.
4.3. The Client undertakes to adhere to the following obligations:
4.3.1. Perform their services with reasonable skill and care, and in accordance with applicable professional standards;
4.3.2. Obtain and maintain all licences and approvals required for their services;
4.3.3. Ensure that, in providing their services, there is no infringement of third-party rights;
4.3.4. Indemnify the Customer and the Intermediary against any claim arising from breach of agreement or from the Client’s negligence, wilful misconduct, or violation of law;
4.3.5. Be responsible for payment of all taxes, social-security contributions, duties, and levies imposed on amounts received under the Terms and shall not hold the Customer or the Intermediary liable for such obligations;
4.3.6. Comply with Intermediary’s requests to provide any information requested to carry out background checks and to comply with legal obligations; and
4.3.7. Refrain from representing as an employee or agent of either the Customer or the Intermediary.
5. Refund and Returns
5.1. Right to Cancel and Refund: The Customer may cancel their engagement with the Intermediary and request a full refund of the total amount paid, five (5) days before the Start Date, provided that the service has not yet been commenced or used.
5.2. Procedure: To exercise this right, the Customer must submit a written cancellation and refund request to the Intermediary within the specified period. Upon verification that the service has not been used or commenced, the Intermediary will process the refund within seven (7) days of receiving the request.
5.3. Exceptions: No refund will be granted if the service has been commenced or used in whole or in part, or if the cancellation request is received less than five (5) days prior to the start date.
5.4. In case of the occurrence of the Restriction Period as under Clause 11 of the Terms, within seven (7) days from the date of payment by the Customer, and the Customer subsequently chooses to engage a potential Client independently, then the buy-out fee as described in Clause 11 of the Terms applies. The Customer will be liable to pay the buy-out fee equal to 20% of the estimated twelve-month contract value of the services provided by the Client to the Customer.
6. Confidentiality
6.1. “Confidential Information” means all non-public information, whether oral, written, graphic, electronic or in any other form, disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) in connection with the Terms,, including without limitation commercial data, technical know-how, customer lists, pricing, business plans, personal data (as defined under law) and trade secrets.
6.2. The Receiving Party shall:
6.2.1. use Confidential Information solely for the purpose of performing or enjoying the services;
6.2.2.keep it strictly confidential and employ at least the same degree of care that it uses to protect its own information of similar sensitivity (and in any event not less than reasonable care);
6.2.3. limit access to personnel, advisers and subcontractors who have a bona-fide need to know and are bound by written obligations no less protective; and
6.2.4. implement and maintain appropriate technical and organisational safeguards required by applicable Saudi data-protection and cyber-security laws.
6.3. The obligations in Clause 6.2 do not apply to information that the Receiving Party can demonstrate:
6.3.1. is or becomes part of the public domain other than through a breach of the Terms;
6.3.2. was lawfully in the Receiving Party’s possession before disclosure by the Disclosing Party;
6.3.3. is independently developed by the Receiving Party without reference to the Confidential Information; or
6.3.4. is lawfully obtained from a third-party without restriction and without breach of any duty to the Disclosing Party.
6.4. If the Receiving Party is required by law, court order or regulatory authority to disclose confidential information, it shall (to the extent legally permitted) give written notice to the Disclosing Party and co-operate to seek confidential treatment or a protective order. Only the portion legally required shall be disclosed.
7. Representations and Warranties
7.1. The Customer agrees not to form any employment relationship, agency relationship, or partnership with the Client.
7.2. The Intermediary agrees not to form any employment relationship, agency relationship, or partnership with the Client.
7.3. The Client warrants that all deliverables will be original, free from third-party infringement, and produced with reasonable professional skill and care.
8. Limitation of Liability
8.1. The Intermediary shall not be liable to the Customer or the Client for any losses or damages of any nature arising out of, or in connection with:
8.1.1 the use of, or inability to use, or interruption of the services provided by the Intermediary;
8.1.2 errors, omissions, delays, inaccuracies, or incomplete information supplied by the Intermediary or by third-parties introduced through the Intermediary;
8.1.3 the conduct, omissions, quality, or performance of services provided by the Intermediary.
8.2. The Customer acknowledges that the decision to hire the Client rests solely with the Customer, and the Intermediary assumes no liability for any claims arising from the Customer’s use of the services provided by the Client.
8.3. No Party shall be liable for any indirect, special, incidental, punitive, exemplary, or consequential loss. However, this is subject to Clause 10 of the Terms on termination and suspension.
8.4. In any case, and without prejudice to this provision, the Intermediary’s liability towards the Customer does not exceed the Intermediary Service Fee paid by the Customer pursuant to the Terms. Similarly, Intermediary’s liability towards the Client does not exceed the amount paid by it to the Client pursuant to the Terms..
8.5. If any part of this limitation is held unenforceable, the remainder shall continue in full force to the maximum extent permissible.
9. Indemnity
9.1.The Customer agrees to indemnify, defend, and hold harmless the Intermediary from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:
9.1.1. the Customer’s use of the services provided by the Intermediary and the Client, including any failure to make payments or any default in their obligations;
9.1.2. any work product, deliverables, communications, or other content provided or exchanged between the Parties;
9.1.3. any agreement or contractual relationship entered between the Customer and the Client, including but not limited to issues concerning classification (e.g., as an independent contractor), compensation, scope of work, or termination;
9.1.4. the Customer’s violation of the Terms or any policies incorporated by reference;
9.1.5. the Customer’s violation of any applicable law, regulation, or third-party rights, including but not limited to privacy, publicity, and intellectual property rights;
9.1.6. any negligent act, wilful misconduct, or fraud committed by the Customer; and
9.1.7. any claim brought by another user, the Client, or third-party relating to the Customer’s conduct.
9.2. The Client agrees to indemnify, defend, and hold harmless the Intermediary from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:
9.2.1. the Client’s use of the services provided by the Intermediary and the Customer, including any failure to make payments or any default in their obligations;
9.2.2. any work product, deliverables, communications, or other content provided or exchanged between the Parties;
9.2.3. any agreement or contractual relationship entered between the Customer and the Client, including but not limited to issues concerning classification (e.g., as an independent contractor), compensation, scope of work, or termination;
9.2.4. the Client’s violation of the Terms, or any policies incorporated by reference;
9.2.5. the Client’s violation of any applicable law, regulation, or third-party rights, including but not limited to privacy, publicity, and intellectual property rights;
9.2.6. any negligent act, wilful misconduct, or fraud committed by the Client; and
9.2.7. any claim brought by another user, the Customer, or third-party relating to the Client’s conduct.
10. Termination and Suspension
10.1. Mutual Convenience: Any Party may terminate the Terms for convenience by giving fifteen (15) days’ prior written notice, provided that:
10.1.1. if, before the expiry of that notice, the Restriction Period as under Clause 14 is applicable, the Customer may terminate only upon payment of the applicable buy-out fee and all outstanding invoices; and
10.1.2. The Intermediary Service Fee and any VAT thereon are non-refundable once the Restriction Period has started.
10.2. Termination for Cause (by Intermediary):
10.2.1. Customer: The Intermediary may immediately suspend or terminate the Terms, or any service contract facilitated under it, by written notice to the Customer if the Customer or its agents:
10.2.1.1. fail to pay any amount due within seven (7) days after written demand;
10.2.1.2. commit a material breach of the Terms, r or applicable law and, where curable, fail to cure within five (5) days of notice;
10.2.1.3. provide false KYC information, become subject to sanctions, or fail AML screening;
10.2.1.4. engage in fraud, wilful misconduct, or activity that, in the Intermediary’s reasonable opinion, may expose it to reputational harm or regulatory penalty; or
10.2.1.5. are declared insolvent, enter liquidation, or have a receiver appointed over substantial assets.
10.2.2. Client: The Intermediary may immediately suspend or terminate the Terms,, or any service contract facilitated under it, by written notice to the Client if the Client:
10.2.2.1. fails to supply a Milestone deliverable that conforms to agreed specifications and, where curable, does not remedy the failure within the time specified by the Customer after receiving a written notice of non-conformity;
10.2.2.2. commits any act of serious misconduct, dishonesty, or negligence that materially prejudices the Intermediary’s or Customer’s business’
10.2.2.3. commits a material breach of the Terms or applicable law and, where curable, fail to cure within five (5) days of notice;
10.2.2.4. provides false KYC information, become subject to sanctions, or fail AML screening;
10.2.2.5. engages in fraud, wilful misconduct, or activity that, in the Intermediary’s reasonable opinion, may expose it to reputational harm or regulatory penalty; or
10.2.2.6. is unable to continue performing services due to death, incapacity, insolvency, or revocation of required licences or work permits.
10.3. Financial Consequences: Upon termination by mutual convenience:
10.3.1. the Customer shall pay immediately all invoices issued up to the effective termination date, together with any buy-out fee due;
10.3.2. the Intermediary shall refund any amount retained (if any) for services not performed by the Client except Intermediary Service Fee (including VAT) and Engagement Fee for the services duly performed by the Client;
10.3.3. the Customer remains liable for any amount that the Client is entitled for the services rendered before the termination date.
10.4. In the event of suspension or termination by the Intermediary for cause as described above, there is no waiver of the Intermediary’s right subsequently to to seek damages, and termination and the right to seek damages is without prejudice to any other remedy available at law.
10.5. In the event of suspension or termination by the Intermediary for cause as described above, it is agreed by the Parties that the Customer’s limitation of liability shall stand extinguished, and the Intermediary reserves the right to pursue damages to the fullest extent permitted under law.
11. Buyout Fee
11.1. For twenty-four (24) months from the date on which the Intermediary first provides the Customer with an Introduction of a potential Client (the “Restriction Period”), the Customer shall engage the Client only via the Intermediary unless it has paid the buy-out fee in accordance with Clause 11.2.
11.2. In case the Customer and the Client choose to opt out, the Customer shall be liable to pay to the Intermediary a buy-out fee equal to 20% of the estimated twelve-month contract value of the services provided by the Client to the Customer.
12. Governing Law and Jurisdiction
12.1. The Terms, any non-contractual obligations arising from or connected with it, shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.
12.2. The Parties irrevocably agree that the competent commercial courts of Jeddah, Saudi Arabia, shall have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or relating to the Terms, and each Party waives any objection to venue or forum on grounds of inconvenient forum or otherwise.