1.1 This document governs the Consultation service provided by Basel Al-Mashharawi Establishment for Management and Development Consulting (referred to as “MashCo” or the “Establishment”), a sole establishment registered in the Hashemite Kingdom of Jordan under commercial register no. 599229, licensed by the Jordan Media Commission under licence no. M N I/1258/Studies and Research House/2026, with its registered address in Amman, Jordan.
1.2 “Client” means the entity or person contracting with MashCo for the delivery of an advisory project.
1.3 The Client's signature on the quotation or the statement of work, its payment of the advance instalment, or its commencement of dealings with MashCo's team for the delivery of the project, constitutes acceptance of these Terms and Conditions.
3.1 Obligation of means: MashCo's obligation is an obligation to exercise reasonable professional care in accordance with recognised standards; it is not an obligation to achieve a result. MashCo does not warrant that the Client will achieve any particular financial, operational or strategic outcome.
3.2 Nature of the recommendations: Recommendations are built on the information available at the time of their preparation and the circumstances then prevailing. The decision to adopt or implement a recommendation — and all its consequences — remains the sole responsibility of the Client.
3.3 No updating: MashCo is under no obligation to update or review the deliverables after their handover as a result of subsequent events or information, unless agreed in writing.
3.4 Limits of expertise: MashCo's services do not constitute legal, tax, accounting, audit or investment advice, and do not replace consulting duly licensed specialists in those fields. The Client must consult them before taking any decision relating thereto.
4.1 The scope of each project is defined in a statement of work signed by both parties before delivery begins, and MashCo's obligation is confined to what is expressly set out therein.
4.2 Change order: No addition or amendment to the scope or the deliverables is carried out except under a written change order signed by both parties setting out its effect on the timetable and the fees.
4.3 Out of scope: Any work falling outside the agreed scope is priced separately, and MashCo is not obliged to carry it out within the original fees.
4.4 Assumptions: The statement of work may contain material assumptions on which the pricing and the timetable are based. If those assumptions prove incorrect, the fees and the timetable may be reconsidered by agreement of both parties.
5.1 Independent contractor: MashCo is an independent contractor. This document creates no employment, agency or partnership relationship between the parties, and MashCo's personnel are in no way to be regarded as employees of the Client.
5.2 Responsibility for personnel: MashCo alone bears its obligations towards its personnel as regards salaries, taxes, social security contributions and labour entitlements.
5.3 Non-exclusivity: This document grants the Client no exclusivity. MashCo may provide its services to other clients, including those operating in the same sector, while fully observing confidentiality and not using the Client's information for the benefit of others.
5.4 Conflict of interest: MashCo shall disclose to the Client any material conflict of interest that may arise during the delivery of the project as soon as it becomes aware of it.
6.1 Each party undertakes not to solicit, employ or contract — directly or indirectly — with any of the other party's personnel or consultants who took part in delivering the project, throughout the term of the contract and for 12 months after its end.
6.2 Exception: Employment resulting from a general recruitment advertisement not directed at those persons specifically does not constitute a breach.
6.3 Agreed compensation: In the event of a breach, the party in breach shall compensate the other party in an amount equal to one year's remuneration of the person concerned, as reasonable agreed compensation for the cost of recruitment and replacement.
7.1 Exclusion of liability: To the maximum extent permitted by law, MashCo shall bear no liability for any indirect, incidental or consequential damages, nor for any loss of profit, data, reputation or opportunity, arising from the service or from reliance on the deliverables.
7.2 Cap on liability (fallback): If, for any reason, the exclusion in clause 7.1 is held to be unenforceable in whole or in part, MashCo's aggregate liability for all claims combined shall not in any event exceed the value of the fees actually paid by the Client for the project to which the claim relates.
7.3 Matters not subject to limitation: The limitations in this clause do not apply to liability arising from fraud, wilful misconduct or gross negligence, from personal injury, or from any liability that Jordanian law does not permit to be excluded or limited.
7.4 Client information: MashCo relies on the accuracy of what the Client provides to it, with no obligation to verify it independently, and bears no liability for any defect in the deliverables resulting from incomplete or inaccurate information supplied by the Client.
7.5 Client's indemnity to MashCo: The Client shall protect and indemnify MashCo against any claims, losses or expenses (including reasonable legal fees) arising from its breach of this document, from information it provided without lawful basis, or from its non-compliant use of the deliverables.
8.1 Neither party shall be liable for any breach of or delay in performing its obligations where this is due to causes beyond its reasonable control, such as natural disasters, epidemics, civil unrest, governmental decisions and large-scale technical outages.
8.2 If the force majeure event continues for more than 30 consecutive days, either party may terminate the contract without liability, settling the amounts due for what has actually been performed.
9.1 The contract begins on the date the statement of work is signed and ends upon the handover and acceptance of the final deliverables and payment of the fees in full, unless another term is stipulated.
9.2 Termination at will: Either party may terminate the contract on 30 days' prior written notice, with the amounts due settled in accordance with clause 16.
9.3 Termination for cause and cure period: Where a party breaches a material obligation, the other party shall serve a written notice specifying the breach and granting it 15 days to remedy it; if it is not remedied, the contract may be terminated immediately.
9.4 Immediate suspension: By way of exception to the cure period, MashCo may suspend the work immediately upon late payment or where required by law, without liability for the effect of this on the timetable.
9.5 Effects of termination: Upon termination, the Client shall pay the value of what has actually been completed up to the effective date, and MashCo shall hand over the completed work following payment.
9.6 Surviving clauses: The provisions on confidentiality, intellectual property, limitation of liability, non-solicitation and governing law survive the expiry or termination of the contract.
10.1 To deliver the advisory service in accordance with the scope, deliverables and timetable set out in the statement of work.
10.2 To assign a consultant or team qualified and suitably experienced for the nature of the project, while retaining the right to replace any member with a person of equivalent competence without disrupting the timetable.
10.3 To hand over the deliverables on the agreed dates, and to hold the follow-up and presentation sessions specified in the statement of work.
10.4 To keep the Client informed of the progress of the work, and to notify it as soon as anything arises that may materially affect the scope, the timetable or the fees.
10.5 To carry out the work in accordance with recognised professional standards and in compliance with the laws in force in the Hashemite Kingdom of Jordan.
11.1 To subject the deliverables to internal review before handing them over to the Client.
11.2 Handling of comments: MashCo undertakes to address the Client's comments falling within the agreed scope within 5–10 business days of receiving them, at no additional charge. Comments going beyond the scope are subject to a change order in accordance with clause 4.2.
11.3 Use of artificial-intelligence tools: MashCo may use artificial-intelligence tools in the analysis or the preparation of the deliverables, subject to professional human review before handover. MashCo does not enter any confidential information belonging to the Client into public tools without appropriate protection controls.
12.1 To keep the Client's information confidential in accordance with the provisions of Section IV, and to restrict access to it to those who need it in order to deliver the project.
12.2 To sign a separate non-disclosure agreement (NDA) at the Client's request.
The Client's obligations comprise the following, in addition to what is set out in the statement of work: cooperation and enablement obligations (clause 13), terms of use (clause 14), payment terms (clause 15), refund terms (clause 16), and intellectual property terms (clause 17).
13.1 To provide MashCo with the necessary information, data and documents, accurately, completely and in good time, while ensuring their accuracy and the lawfulness of providing them.
13.2 To appoint an authorised contact person to follow up the project, take decisions and sign acceptance records and change orders.
13.3 To grant reasonable access to the persons, systems and sites needed to complete the work, and to provide logistical facilities where delivery takes place at the Client's premises.
13.4 Acceptance of deliverables: To review the deliverables and provide comments in writing within 5 business days of the date of handover, failing which they are deemed accepted.
13.5 Effect of the Client's delay: MashCo is not answerable for any delay in the timetable arising from the Client's delay in providing information, giving comments or taking decisions, and the timetable and the fees may be adjusted accordingly.
The Client undertakes, in using the service and the deliverables, as follows:
14.1 Purpose: To use the deliverables for its internal business purposes and exclusively for the purpose specified in the statement of work.
14.2 No sharing: Not to share, publish or make the deliverables available to any third party without MashCo's prior written permission, and in particular not to MashCo's competitors.
14.3 Disclosure to third parties: Where the Client wishes a third party (such as a financier, auditor or regulatory body) to see the deliverables, MashCo's written consent must be obtained. MashCo may require the third party to sign an acknowledgement of non-reliance and non-liability.
14.4 No third-party reliance: The deliverables were prepared for the Client alone and for the specified project purpose. No third party is entitled to rely on them, and MashCo bears no liability towards anyone other than the Client for their use or for reliance on them, even where they were seen with the Client's knowledge or consent.
14.5 Integrity of attribution: Not to modify, excerpt or present the deliverables in a manner that distorts their content, and to retain MashCo's proprietary notices appearing on them. MashCo is not answerable for any outcome resulting from the use of modified or excerpted deliverables.
14.6 No competing use of the deliverables: Not to use the deliverables or MashCo's tools to build or market a competing advisory service, or to train artificial-intelligence or machine-learning models, without prior written permission.
14.7 Lawfulness: Not to use the service or the deliverables for any purpose contrary to the laws in force in the Hashemite Kingdom of Jordan or in the Client's country, or that infringes the rights of others.
14.8 Compliance: To comply with the applicable anti-bribery, anti-corruption, anti-money-laundering and sanctions laws, and not to offer or accept any unlawful benefit to influence the contractual relationship. A breach of this constitutes a material breach permitting immediate termination.
MashCo reserves the right to suspend the work or terminate the contract upon any material breach of this clause, in accordance with clauses 9.3 and 9.4.
15.1 Pricing: Advisory services are priced according to the quotation or the statement of work agreed for each project, in line with the pricing model specified therein, whether by project, by phase, by hour or by retainer.
15.2 Advance instalment: An advance instalment of 30% falls due before the work begins, and delivery does not commence before it is paid.
15.3 Payment schedule: The remaining fees are spread over instalments linked to the phases or the deliverables as specified in the statement of work.
15.4 Payment period: Invoices are settled within 7 days of their issue date.
15.5 Currency: In Jordanian dinars for clients within Jordan, and in US dollars for clients outside it.
15.6 Tax: All fees are exclusive of sales tax; tax legally due is added on top of them at the time of invoicing.
15.7 Payment methods and charges: MashCo accepts payment by bank transfer, credit card or online payment gateway. The Client bears any bank transfer charges or payment-intermediary fees.
15.8 Expenses: External expenses — such as travel, accommodation and transport costs — are specified in the statement of work and are not charged to the Client except with its prior approval.
15.9 No set-off: Amounts are paid in full without any set-off, deduction or withholding, other than tax deductions required by law for which the Client provides supporting evidence.
15.10 Late payment: In the event of late payment, MashCo may suspend the work after notifying the Client, and the Client bears the reasonable costs of collection.
15.11 Corporate clients: The payment terms set out in the special agreement or the statement of work prevail over the provisions of this clause to the extent expressly stipulated therein.
16.1 Cancellation before delivery begins: If the Client cancels the project before delivery begins, the advance instalment is refunded after deducting the value of preparatory work actually completed and any non-recoverable expenses to which MashCo has committed.
16.2 Cancellation after delivery begins: The value of completed phases or phases in progress is not refunded. The amount due is calculated in proportion to what has actually been completed up to the effective date of cancellation, and the completed work is handed over to the Client following payment.
16.3 Cancellation by MashCo: If MashCo terminates the contract for a reason attributable to it, the amounts paid for work not performed are refunded to the Client, with no further obligation.
16.4 No refund upon breach: No refund arises where the contract has been terminated by reason of the Client's breach of this document or of the statement of work.
16.5 Claims procedure and processing: A refund request is submitted in writing via email: Info@Mashcoai.com / WhatsApp Business 00962789942143, together with the invoice number and the reason for it. Approved requests are processed within 7–14 business days to the original payment method.
16.6 Precedence: Where the statement of work contains a schedule of deductions or detailed cancellation terms, those prevail over the provisions of this clause to the extent stipulated therein.
17.1 Ownership of the deliverables: The right to use the deliverables handed over to the Client for its internal business purposes passes to the Client after payment of the fees in full. Before payment in full, all rights remain reserved to MashCo and the Client may not use them.
17.2 MashCo's tools: MashCo retains full ownership of its tools, methodologies, frameworks, templates, analytical models, software and pre-existing know-how, even where these have been used in preparing the deliverables or appear within them. The Client is granted in respect of them an ancillary, non-exclusive and non-transferable licence to the extent necessary to make use of the deliverables.
17.3 Client information: The Client's information, documents and data remain its exclusive property, and MashCo uses them solely for the purposes of delivering the project.
17.4 Reuse of know-how: MashCo may reuse the general knowledge, experience and skills acquired from the project on other projects, without disclosing any confidential information belonging to the Client or enabling its identification.
17.5 Trademarks: This document grants the Client no right to use the “MashCo AI” mark, its logo, or any other mark owned by MashCo without prior written permission.
17.6 Reference listing: Unless the Client requests otherwise in writing, MashCo may name the Client and display its logo among its client list for marketing purposes, without disclosing any confidential details or the substance of the project.
18.1 All information to which either party becomes privy by virtue of the project is treated as confidential, including plans, financial and operational data, performance indicators, client lists and the content of the deliverables.
18.2 Each party undertakes not to disclose confidential information to third parties or to use it other than for the purposes of the project, and this obligation remains in force for two years after the end of the project.
18.3 Exceptions: Information is not treated as confidential where it becomes publicly available without breach, where it was in the receiving party's possession before its disclosure to it, where that party developed it independently, or where the law or a judicial order requires its disclosure, with prior notice to the other party wherever possible.
18.4 Return of information: MashCo shall return or destroy the Client's confidential information within 30 days of the Client's request following the end of the project, save for what must be retained by law or what exists within backups treated with the same confidentiality.
19.1 MashCo complies with Jordanian Personal Data Protection Law No. 24 of 2023 and the instructions issued thereunder in its processing of any personal data connected with the project.
19.2 Capacity of the parties: The Client acts as “data controller” in respect of the personal data it provides to MashCo for the purposes of the project, and MashCo acts as “processor”, processing it in accordance with the Client's documented instructions and exclusively for the purposes of the project.
19.3 Client's responsibility: The Client bears responsibility for having a lawful basis for the data it provides to MashCo and for obtaining the consents of the data subjects where required.
19.4 Data of the Client's representatives: MashCo processes the data of the Client's representatives and participating employees (name, job title and contact details) in its capacity as controller, for the purposes of contract administration, communication and billing.
19.5 Security: MashCo applies reasonable technical and organisational measures to protect the information, and undertakes to notify the Client and the competent authorities upon the occurrence of a breach affecting its data, in accordance with the requirements and timeframes prescribed by Jordanian law.
19.6 Cross-border transfer: Some data may be processed outside Jordan by virtue of the working tools used, subject to appropriate safeguards in accordance with Jordanian law.
19.7 Retention: MashCo retains the data for as long as necessary for the purposes of the project or as the law requires (including retention periods for accounting and tax records), after which it deletes it or renders it anonymous.
19.8 Data subjects' rights: MashCo cooperates with the Client to a reasonable extent in responding to data subjects' requests for access, rectification or erasure. Requests are directed to email: Info@Mashcoai.com / WhatsApp Business 00962789942143.
20.1 Entire agreement and order of precedence: This document, together with the statement of work and the change orders, constitutes the entire agreement between the parties and supersedes any prior understandings. In the event of conflict, the statement of work and the change orders prevail to the extent expressly stipulated therein, followed by the provisions of this document.
20.2 Severability: If any clause is found void or unenforceable, it shall be replaced by the closest lawful provision in effect, and the remaining clauses shall continue in force.
20.3 No waiver: A party's failure to exercise a right, or delay in exercising it, does not constitute a waiver of that right.
20.4 Assignment: The Client may not assign its rights or obligations to third parties without MashCo's written consent. MashCo may assign in the context of a restructuring, merger or sale of assets.
20.5 Notices: Formal notices are given in writing to the parties' designated email addresses, to Info@Mashcoai.com and to the Client's registered email address, and are deemed effective from the date of dispatch unless a delivery failure notice is received.
20.6 Notification of claims: The Client undertakes to notify MashCo in writing of any claim or objection within 30 days of becoming aware of the event giving rise to it, stating its grounds.
20.7 Amendment of this document: MashCo may update this document, provided that the version in force at the time the statement of work was signed applies to the ongoing project, and amendments apply to it only by written agreement.
20.8 Language: This document was drawn up in Arabic, which is the authoritative language for interpretation. Any translation is provided for convenience only, and the Arabic version prevails in the event of any discrepancy.
20.9 Governing law: This document is governed by and construed in accordance with the laws of the Hashemite Kingdom of Jordan.
20.10 Dispute resolution: The parties shall seek to resolve any dispute amicably within 30 days of notice of it. Failing that, the competent courts of Amman shall have exclusive jurisdiction.
20.11 Complaints and dispute escalation: Complaints relating to the service are submitted in writing via email: Info@Mashcoai.com / WhatsApp Business 00962789942143. MashCo undertakes to acknowledge receipt of the complaint within two business days and to provide a substantive response within 7 business days. If the complaint is not resolved satisfactorily, the Client may escalate it to the Consumer Protection Directorate at the Ministry of Industry, Trade and Supply, without prejudice to clause 20.10.
By signing below, you acknowledge that you have read and understood the Terms and Conditions of the Consultation service, that you agree to be bound by them, and that they are to be read together with the attached statement of work.
Client / organisation name: ........................................................
Name and title: ........................................................
Related statement of work no.: ........................................................
Signature: ........................................................
Date: ........................................................
Contact — Email: Info@Mashcoai.com · WhatsApp Business: 00962789942143