TERMS AND CONDITIONS
General understanding Joint Venture between AVIS Global Energy Ltd. AVIS Bank, AVIS Global Green Energy Fund Limited
This Commercial Joint Venture Agreement is not a standalone financial transaction. The Joint Venturer supports the finance of the AVIS Global Green Energy Industrial Park at the territorial of the Joint Venturer or other locations.
AVIS Global Green Energy Industrial Park is a humanitarian project. It is the intention of the AVIS Team to develop and erect at any mayor city a green energy industrial park to combat against CO2 emission, environmental disasters, poisoned energy production, hunger and overfishing of the words oceans.
Any missus of this Joint Venture Contract will be reported to the authorities.
AVIS relay on the Credit Card issuing bank (sender) AML regulations in reference to the capital movements agreed in the joint Venturer contract.
Exclusively a AVIS registered, signed and coded contract is a valid agreement. The registering code will be provided automatically by the official application with the associated wallet account. The application contract must be send to:
This Joint Venturer contract does NOT constitute an offer to investment nor is it a solicitation
to enter in any transaction described herein.
Contents of this Contract are Copyright (c) 2014, 2015, 2016 and 2017 by AVIS Global Green Energy Fund LTD.
All rights reserved.
Reproduction or retransmission of this contract without the express written permission of AVIS Global Green Energy Fund Ltd is strictly prohibited.
JOINT VENTURE AGREEMENT TERMS
KNOW ALL MEN BY THESE PRESENTS:
This Joint Venture Agreement ("JV") is entered into by and between:
AVIS Global Green Energy Fund LTD. 90 Long Acre, Covent Garden, London, WC2E 9RZ, UK
+44 203 9608734 (Reception) +356 35505500 (Intl. Europe) +34 900 838 994 + ext
e-mail: I I I
Jointly called the (Parties)
IN CONSIDERATION THAT, AVIS Global Green Energy Fund Limited is a subsidiary of AVIS Global Energy Ltd. and the Capital Manger of the AVIS Global Energy world project and for its purpose owns and control a mayor bank institution in Croatia, and AVIS Capital, London a UK Investment Fund. AVIS is a Credit Card issuer and manage and promote an international AVIS Wallet account program with cross boarder easy transfer and server to server transfer capacity, therefore the parties enter into this Joint Venture, and;
WHEREAS, municipal solid waste management (as with other environmental concerns) is a worldwide concern regardless of geo-political conflicts and issues. Hence, irrespective of political differences, the countries, nations and people involved, environmental clean-up with state of the art municipal solid waste with zero emission is imperative and cumulatively would have tremendous impact on the current global environmental fears on global warming.
WHEREAS, AVIS Energy believes and adopts the principle and philosophy that waste management transcends geo-political differences and equally welcomes every interest in environmental clean-up particularly in urban canters where society takes its appropriate priority.
WHEREAS, the Joint Venture Partner recognizes the immense impact of population growth, urbanization and industrialization of the country have radically increased and accelerated the need for a more efficient alternative to the current waste management system, i.e., landfills and incineration of municipal garbage.
HENCE, it is prepared to provide funding to the amount of for enhance the equity capital of the Corporation for the funding of the AVIS Global Green Energy Industrial Parks and the relevant payments of machineries invoices.
WHEREAS, Joint Venture Partner has studied various technologies and systems, their innovations and alternatives, on solid waste management, and has determined that AVIS Energy’s waste management systems and technology address and responsibly provide the alternative solution to the pressing municipal waste management;
WHEREAS, parties are prepared to enter into this JV so as to define the rights and obligations of each party, assign and otherwise allocate the respective tasks of parties and the corresponding obligations arising from this JV.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and representations exchanged by one onto the other, parties have agreed to enter into this Joint Venture Agreement, and to be bound hereunder, as follows:
SECTION 1. TASKS OF THE JOINT VENTURER:
1.1 Joint Venturer provide funds to the amount of €/$ in Tranches agreed by the Credit Card deduction authorization formulary.
This funds are loaded at the Mastercard or Visa debit/credit card registered Issued by the registered institution and authorize AVIS Global Green Energy Fund Limited to download these Funds in tranches by using the code provided by the card issuing institution.
1.2 Joint Ventures will guarantee and transfer the fully right to implement an agreed % of the funds into Equity Capital of AVIS. The remaining % will accredit in a new opened AVIS wallet account in favour of the Joint Venturer for its free use and benefit.
1.3 Joint Venturer will provide the six digits’ authorization code in a timely manner in case it is a Offline debit payment.
1.4 Joint Venture will receive from AVIS a 2 hours advanced notice before the estipulate window time for its start of download by the AVIS operator for to allow the Joint Venturer the arrange of the authorization code provided from the Card Issuing institution for each tranche.
1.5 Joint Venture guarantee and declare that he is a sophisticated investor and aware about bank payment processing and timing and tax responsibility. The Joint Venturer declare that any tax payment in regards to the capitals involved will be at the Joint Venturer discretion. AVIS Global Green Energy Fund Limited and its Banks revues any responsibility in front of any tax authority and Joint Venturer represented by its principal and/or shareholders will hold AVIS Global Green Energy Fund Limited and its Banks harmless on any event on this capital transfers. The Joint Venturer declare that the Credit Card issuing bank examined standard AML controlling and clearance in reference to the capitals downloaded by AVIS.
SECTION 2. TASKS AND OBLIGATIONS OF AVIS.
AVIS Green Energy Fund Limited shall undertake to provide all facilities, expertise, technical know-how and equipment necessary to construct and commission for full operation an AVIS Green Energy Industrial Park.
SECTION 3: ASSIGNMENT AND TRANSFERS.
Parties understand that this Agreement is non-assignable by the Joint Venture Partner, and Joint Venture Partner was awarded this Agreement on the basis of its unique talents and skills, required and requisite for the particular position involved in this Agreement and the expectancies and representations it has made, and its ability to deliver to the exclusive benefit of the Joint Venture. Hence, this Agreement may not be assigned to another party without the prior written consent of AVIS. Any transfer, assignment or encumbrance or lien on this Agreement is void without the prior written consent of AVIS. However, AVIS may transfer or assign this agreement or any part of it to any other Company within the AVIS group of companies.
SECTION 4: COVENANT OF CONFIDENTIALITY AND NON-DISCLOSURE.
4.1. Joint Venture Partner shall treat as confidential any and all information obtained from the other party through the performance of any obligations or the exercise of any rights hereunder as well as all information previously obtained in connection with the subject matter hereof. All parties, either as receiving or giving party, has the continuing duty to fully inform any third party requesting disclosure or otherwise intending to engage, hire or consult or contract any party herein, in whatever capacity, of these covenants and the restrictions of disclosure and non-competition.
4.2. During the term of this Agreement (as well as prior to the date hereof) continuing to the lifetime of the Joint Venture, Joint Venture Partner shall learn trade secrets and confidential information of the business and the corporate opportunities that may be developed or otherwise be generated as a consequence of the current business. ("Trade Secrets").
4.3. During the period of this Agreement and during the existence of the JV Company and/or the intended business, and three (3) years after termination of this Agreement, terminating or divesting party to this Agreement covenants and agrees that he will not, directly or indirectly, disclose or communicate to any person or entity any Trade Secrets" covered by this Agreement ("Non-Disclosure Covenant") or otherwise participates, involves in, get into a similar or competitive business covered by this Agreement.
SECTION 5. COVENANT OF NON-COMPETITION.
5.1. Joint Venture Partner agrees not to entertain, consider, be interested in, invest in, participate, engage in or otherwise be involved, directly or indirectly, through relatives within the fourth civil degree (first cousins), friends and associates, in any business, activities, affairs or any undertaking that compete, directly or indirectly, with the businesses of the corporation as set forth in this Agreement, either as a consultant, advisor, stockholder, silent partner, employee or agent or assignee.
SECTION 6. SURVIVAL OF REPRESENTATIONS AND COVENANTS
In the unlikely event that parties at a later time should disagree to a point that they have to part ways without any conflicts but without the purpose of circumventing or otherwise preventing the other parties from receiving their equal share in the business opportunities and the future expectancies in the profits of the corporation, This agreement shall survive and shall be enforceable after the date of the formal break up for a period of THREE (3) years. Such restrictive covenants shall apply only to activities conducted in the line of business of AVIS. This period is intended to ensure that the parties and each of them are given adequate deterrence of breaking their Agreement, the intent and language of this Agreement.
If it should be determined that a party has directly or indirectly caused the break-up of the Joint Venture and/or the businesses or affairs thereof for the purpose of creating, supporting or in any way benefiting a competitive business or a business in the same line of the JV Company, such breaching party shall be liable for any and all damages, including punitive damages, sustained by the JV Company and the stockholders; and such shareholder, officer or director shall disgorge any and all of her or her shares, profits, equity or interests in the business that is competitive or in the line of business of the corporation.
SECTION 7. FULL & FINAL INTEGRATION OF PARTIES’ AGREEMENT.
7.1. Parties stipulate and admit that this Agreement is the full and final integration of their agreement. No previous, contemporaneous, oral or written agreement shall be admissible to modify, alter or vary the terms and conditions set forth in this Agreement. It is understood that this Agreement have incorporated or otherwise included any and all provisions, agreements, conditions and stipulations agreed upon, negotiated and compromised by parties and all of them. They cannot later challenge or otherwise question any provision or condition based on lack of understanding, devoid of consideration or inadequate expression of the intents of the parties. It is presumed that when parties affix their signatures, they have read and fully understood each and every provision written, and that by signing they manifest to be bound and will follow in good faith, without purpose of evasion, the Agreement and each and every provision herein.
7.2. The specific enumeration of the provisions and the issues and matters covered by this Agreement is intended to exclude those not specifically covered or dealt with in this Agreement. Hence, any and all omissions in this Agreement is intentional, and no argument can be made that there was oversight, omission or failure to incorporate an issue or subject matter not written in this Agreement.
7.3. Any changes, modification or alternation of this Agreement must be made in writing and to be signing by all parties.
SECTION 8. COVENANT OF GOOD FAITH AND FAIR DEALING.
Parties stipulate and admit that, in entering into and in executing this Agreement, each of them have assumed the covenant of good faith and fair dealing; that each of them shall volunteer, participate, accept and discharge their duties, tasks and responsibilities and rights without purpose of evasion so as achieve the collective and common purpose of this Agreement such that parties will receive their respective expectancies stipulated herein; and devoid of any intention of depriving, directly or indirectly, any party from her or his expectancies, compensation or remuneration.
SECTION 9. NOTIFICATION OF NEW JV PARTNER
In the event that the Joint Venture Partner should terminate this Agreement, it hereby grants consent by notification to AVIS of a new joint venture’s partner about its rights and obligations under this Agreement.
SECTION 10. REPRESENTATIONS.
Parties agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. Parties further represents that their performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by her or him in confidence or in trust prior to this Joint Venture. Parties have not entered into, and agree they will not enter into, any oral or written agreement in conflict herewith.
SECTION 11. ARBITRATION AND EQUITABLE RELIEF.
Parties agree that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this joint venture agreement, shall be settled by arbitration to be held in Ireland in accordance with the rules then in effect of the jurisdiction. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The Company and parties shall each pay one-half of the costs and expenses of such arbitration, and each of us shall separately pay our counsel fees and expenses. This arbitration clause constitutes a waiver of any right to a jury trial and relates to the resolution of all disputes relating to all aspects of the employer/employee relationship, including, but not limited to, the following claims: any and all claims for wrongful discharge of employment; breach of contract, both express and implied; breach of the covenant of good faith and fair dealing, both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and defamation;
11.1. Any and all claims for violation of any federal, state or municipal statute of the jurisdiction, parties understand that each party's promise to resolve claims by arbitration in accordance with the provisions of this agreement, rather than through the courts, is consideration for other party's like promise. Parties further understand that this agreement is offered in consideration of the promise to arbitrate claims.
11.2. In the event that disputes cannot be resolved by parties, the prevailing party shall be awarded reasonable attorneys fees computed at $1000 (one thousand US dollars) per hour and not over $50,000.00 (fifty thousand US dollars) and costs of litigation.
11.3. Parties agree that no injunction shall be applied for to suspend, prohibit or interfere with or interrupt the operations and business of the Company, and this Agreement shall be an effective bar to prohibit or otherwise restrain the issuance of injunctive reliefs.
SECTION 12. GENERAL PROVISIONS.
GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This Agreement will be governed by the laws of Ireland. Parties and each of them hereby expressly consent to the personal jurisdiction of the courts located in Dublin for any lawsuit filed there arising from or relating to this Agreement. Any and all challenges on personal jurisdiction of the courts in Dublin are hereby expressed waived and abandoned.
SECTION 13. MISCELLANEOUS.
13.1. Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.
13.2. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon, executors, administrators and other legal representatives and its assigns.
13.3 Forbearance Not a Waiver. Extension of the time for or modification of performance shall not operate to release the liability of parties. A party shall not be required to commence proceedings against any default party. Any forbearance in exercising any right or remedy including, without limitation, shall not be a waiver of or preclude the exercise of any right or remedy.
SECTION 14 DUE UNDERSTANDING AND NOTICE TO SEEK ADVICE OF INDEPENDENT COUNSEL
Upon signing this agreement, the signing party represents that s/he has understood the contents and legal implications of this Agreement. Parties and each of them have been made fully aware of their right to seek independent counsel to review and advise each of them as to the legal consequences of this Agreement, and she or has been advised to and, in fact, encouraged to seek advice of independent counsel: (a) to advise each of them as to the implications, the consequences and import of this Agreement and the stipulations provided and (b) as to the appropriateness, fairness and reasonableness of this Agreement and the terms and conditions therefore.
SECTION 15. English is the Controlling Language. In the event of litigation arising from this Agreement, the English language shall be the controlling language in interpreting and giving meaning to the intent and meaning of the provisions herein.
(Agreed and Accepted that an Electronic Signature & acceptance of this Term and Conditions is a Valid Hand Signature)
TERM AND CONDITIONS ACCEPTANCE IN REFERENCE TO CREDIT CARD PAYMENTS AND DONATIONS
AVIS require funds for the delivery of construction, engineering and machineries, confirm Joint Venturer contract for the erecting of the AVIS Global Green Energy Industrial Park.
I/we “CLIENT” declare that I’m/we are fully satisfied with the Joint Venturer Contract and the products received or contracted and fully confirm with your charges on my/our credit card N° Confirm Register issued in my/our name and guarantee with full private (corporate) responsibility not to claim and charge back your deducted amounts from my/our credit card.
I/we declare that this electronic letter is my/our fully undertaking and valued attestation.
I/we confirm with full corporate or private responsibility, that I/we have understood the Term and Conditions
EDT (Electronic document transmissions)
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:-
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and;
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.
Customary standards and practices that apply to normal, conventional business, investing and finance do not apply to private funding programs. Clients must first prove they are qualified and failure to provide full disclosure will result in disqualification. The U.S. Patriot Act has introduced obligatory compliance procedures. Only the principal owner of funds is required as signatory. Corporations must empower an Officer or Director as sole, exclusive signatory by using a Corporate Resolution. Not only do the funds have to be on deposit in an acceptable bank; they must also be in an acceptable jurisdiction. It is felony fraud to submit documents or financial instruments that are forged, altered or counterfeit. Such documents are promptly referred to the appropriate law enforcement agencies for immediate criminal prosecution. The practices, procedures and rules are determined by the U.S. Federal Regulatory Authorities, Western European Central Banks program management, licensed traders and trading banks. It is their decision whom to accept and whom to reject. Contract terms, yield, schedules, etc., are made to fit their needs and schedules. This marketplace is highly regulated and strictly confidential, and absolute confidentiality by the investor is a key element of every contract. A client who breaks confidentiality will precipitate instant cancellation.
In accordance with Articles 2 and 5 of the Due Diligence and Federal Banking Commission Circular of December 1999 concerning the prevention of money laundering, and Article 305 of the Swiss Criminal Code, the following information may be supplied to banks and financial institutions for verification of identity and activities of the investing member, and the nature and origin of the funds/assets which are to be utilized. All parties are obliged to respect professional secrecy and take all necessary precautions to protect confidentiality of the information each holds in respect to the other’s activities. The legal obligations shall remain in full force at all times.