TERMS AND CONDITIONS

The Terms and Conditions herein govern the contractual arrangements between Gateway International Group, LLC. and its clients.  It is understood that all contracted Gateway clients understand and accept these Terms and Conditions.

GENERAL

1. The following terms and conditions apply to the business relationships between the company “Gateway International Group, LLC” (hereinafter “GATEWAY”) and its clients (hereinafter “CLIENT”). (Individually the “Party” and collectively the “Parties” to the Agreement.)
2. The terms and conditions apply accordingly for the agencies and companies which contract GATEWAY offerings, products, and/or services (hereinafter “Services”).
3. GATEWAY is a privately held, single-member LLC.

SERVICES

1. The scope of the contractual Services is based on the service descriptions in client-specific proposals and/or prospectuses and on the GATEWAY website. Agreements modifying the scope of the contractual services must be confirmed in writing by GATEWAY.
2. To request Services, the Client must complete and sign a “Client Services Agreement” (hereinafter “Agreement”).
3. If the information on a GATEWAY-drafted proposal/prospectus differs from that on the website, the Client Services Agreement shall be definitive.

TERM OF AGREEMENT

1. The term of the business relationship between GATEWAY and the CLIENT (the “Term”) is specified in the Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in the Agreement. The Term may be extended by mutual written consent of the Parties.
2. The Agreement shall be in effect from the date of the Agreement signing and be valid for the duration of the Term from that date, and shall be renewed only upon mutual written agreement, unless terminated or replaced with a new Agreement.
3. In the event that either Party wishes to terminate the Agreement prior to the completion of the Services, that Party will be required to provide 15 days’ written notice to the other Party.

1. In providing Services under the Agreement it is expressly agreed that GATEWAY is acting as an independent contractor (as such term is defined in the Internal Revenue Code) and not as an employee.

CONSENT TO INTERNAL ASSIGNMENT

1. GATEWAY performs its services through qualified industry professionals who possess the requisite expertise to render the contract services herein. The CLIENT consents to delegation and assignment of project, subject to the same terms of the Agreement, to such affiliates as are deemed necessary and appropriate in its sole discretion, to deliver the contract Services.

COMPENSATION

1. The Client hereby agrees to the compensation structure as described in the Agreement.
2. All monetary amounts referred to in the Agreement are in USD (US Dollars).
3. GATEWAY and its Affiliate(s) will be reimbursed for any pre-approved expenses incurred in connection with providing the Services (e.g., materials, supplies, marketing collateral, travel expenses, etc.).
4. Bill payments facilitated on behalf of the Client (including, but not limited to Candidate Reimbursements, Personnel Hours, Venue invoice payments, etc.) for which Gateway will be reimbursed by the Client will incur a 10% processing fee.
5. Invoices submitted by GATEWAY to the CLIENT are due within 30 days of receipt.
6. In the event that the Agreement is terminated by GATEWAY and/or the CLIENT prior to completion of the Services but where the Services have been partially performed, GATEWAY will be entitled to just compensation (Just Compensation) for Services provided, provided that there has been no breach of contract on the part of GATEWAY. For purposes of determining liquidated damages and Just Compensation, Just Compensation shall be calculated at the greater of the first installment payment or the hours worked as calculated based on the days of Services rendered, prorated by day up to the Agreement cap. Just Compensation is exclusive of Compensation already remunerated.

METHOD OF PAYMENT

1. Each payment due to GATEWAY under the Agreement shall be paid by check from a U.S. bank or bank wire transfer of funds to GATEWAY’s account in accordance with written instructions provided by GATEWAY. If made by wire transfer, such payments shall be marked so as to refer to the Agreement and include any and all wire transfer fees to be incurred by GATEWAY. Funds paid by either method must be immediately available to such account as the Party has specified.

PUBLIC STATEMENTS AND CONFIDENTIALITY

1. For any other purpose other than a statement that an Agreement is in effect between the two Parties, a Party will obtain written consent of the other Party prior to:

1. Using the name, image, or logo of the other party; or
2. Making any public announcement of statement or publishing or releasing any information in relation to the Agreement or any proposed activity or collaboration under the Agreement.
3. The Parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Parties obtained, except as authorized by the other Party or as necessary to complete the Services provided. This obligation will survive the expiration or termination of the Agreement and will continue indefinitely.

AUTONOMY

1. Except as otherwise provided in the Agreement, GATEWAY will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. GATEWAY will work autonomously and not at the direction of the CLIENT. However, GATEWAY will be responsive to the reasonable needs and concerns of the CLIENT.

NON-EXCLUSIVE RELATIONSHIP

1. Unless otherwise agreed upon, the Parties acknowledge that the Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

CAVEATS AND DISCLOSURES

1. The Parties recognize that there are a myriad of factors which contribute to a successful relationship. GATEWAY shall strive to deliver Services which it believes, in good faith, to result in a positive outcome; however, given the unique interpersonal relationships of a working agreement, GATEWAY cannot guarantee ultimate improvement of the CLIENT’S goals or operations.
2. Through no fault of GATEWAY, the CLIENT may ultimately decide that the guidance provided to them as a result of the Services is not in their best interest. In addition, following the guidance produced through the Services may not immediately result in the intended output(s) or effect(s). GATEWAY makes no promises, representations, warranties, or guarantees express or implied that any of its services to be rendered in service to the Agreement will result in any specific outcome.
3. The CLIENT understands that any ultimate financial success of following the guidance provided to them is outside the scope of the Agreement and the CLIENT shall undertake and conduct its own fiscal analysis of the recommendations provided by GATEWAY in the execution of the Services.

NOTICE

1. All notices, requests, demands or other communications required or permitted by the terms of the Agreement will be given in writing and delivered to:

Gateway International Group
Anthony C. Ogden, Managing Director
36 Conway Street, Carlisle, PA 17013 USA

or to such other address as any Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, (c) the following day after being deposited with an overnight courier, (d) two days after being postmarked by the postal services if served by standard mail, or (e) 24 hours after the next business day (considered Monday through Friday) if sent by email.

NON-DISCRIMINATION AND ANTI HARASSMENT POLICY

1. Both Parties subscribe to a policy of equal opportunity and will not discriminate on the basis of race, color, gender, age, height, weight, marital or familial status, sexual orientation, ethnicity, religion, national origin, or disability.
2. Harassment on the grounds of any of the above is absolutely prohibited. Each Party shall be liable for the conduct of their own conduct as well as the conduct of their employees, agents, or assigns.
3. The provision of sections 38 and 39 notwithstanding the Parties’ consent to the jurisdiction of the New York State Department of Human Rights and the U.S. Equal Employment Opportunity Commission as if such discriminatory and/or harassment acts occurred in the State of New York. In the event of litigation hereunder, the parties agree to the jurisdiction of the state and federal courts situated in Albany County New York.

INDEMNIFICATION

1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, shareholders, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, shareholders, officers, agents, employees, and permitted successors and assigns that occurs in connection with the Agreement. This indemnification will survive the termination of the Agreement.

FORCE MAJEURE

1. In the event that the performance of the obligations under the Agreement is prevented by reasons of Force Majeure, the Parties are released from their obligations and neither party shall be responsible for any damages sustained and shall have no further recourse against the other party. Force Majeure shall mean fire, earthquake, hurricane, flood, act of God, natural disasters, epidemic, pandemic, nuclear explosions, strikes, work stoppages, or other labor disturbances, riots or civil commotions, war or other act of any foreign nation, terrorism, power of government, or governmental agency or authority, or any other cause or like or unlike any cause mentioned which is beyond the control of the Parties.

BREACH

1. In the event one Party breaches the terms and conditions of the Agreement, the other Party may rescind the agreement, recover money damages, obtain specific performance, or seek any other relief available in law or equity.

CHANGE IN OWNERSHIP OR ADMINISTRATION

1. In the event of a change in management or ownership of the CLIENT, GATEWAY reserves the right to cancel the Agreement on 30 days’ notice to the CLIENT.

PARTIAL INVALIDITY

1. In the event any provision of the Agreement is deemed to be invalid or unenforceable, all other provisions of the Agreement will remain in full force and effect.

CONTINUING OBLIGATIONS

1. The Parties agree that they each execute and deliver to the other party or to any appropriate person, firm or entity, any additional instruments or documents as may be reasonably required to give full force and effect to the provisions of the Agreement.

BINDING EFFECT

1. Unless otherwise specifically set forth in the agreement, the terms and provisions of the Agreement shall be binding on the Parties, successors, and/or assigns.

MODIFICATION OF AGREEMENT

1. Any modification, amendment, or waiver of a provision of the Agreement or additional obligation assumed by either Party in connection with the Agreement shall not be binding unless evidenced in writing signed by each Party or an authorized representative of each Party.

WAIVER

1. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of the Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

TIME OF THE ESSENCE

1. Time is of the essence in the Agreement. No extension or variation of the Agreement will operate as a waiver of this provision.

GOVERNING LAW AND VENUE

1. Unless otherwise agreed upon, the agreement has been made in accordance with the laws of the State of Wyoming. Likewise, Wyoming law shall be the exclusive governing law of the Agreement.
2. If any dispute arises in connection with the Agreement, the Parties will attempt to settle it initially through mediation. Unless otherwise agreed upon, should the need for litigation arise under the Agreement, the venue for all actions brought hereunder shall be a court of competent jurisdiction situated in the county of Laramie County, State of Wyoming. For purposes of jurisdiction, the Parties shall be deemed to be residents of such county and state.

MISCELLANEOUS

1. The Parties may execute several counterparts of the Agreement. All copies of the Agreement bearing signatures of the Parties shall constitute one and the same service Agreement, binding upon all Parties. The Parties may exchange counterpart signatures by facsimile or electronic transmission and the same shall constitute delivery of the Agreement with respect to the delivering Party.

ENTIRE AGREEMENT

1. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting the Agreement except as expressly provided in the Agreement.

OUR ADDRESS

Gateway International Group, LLC

36 Conway Street

Carlisle, PA 17013 USA

TERMS AND CONDITIONS LAST UPDATED

January 8, 2023