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ENVIRONTECH CONSULTANCY AFRICA LTD GENERAL TERMS AND CONDITIONS FOR CONSULTANCY SERVICES

In this Agreement, unless the context otherwise requires the following words and expressions have the following meanings:

DEFINITIONS

 The “Client” means the organization or company contracting with Environtech Consultancy Africa Ltd for the provision of consultancy services as identified in the Terms of Engagement;

The “Consultant or Company” Environtech Consultancy Africa Ltd

Confidential Information” means any information related to the Engagement disclosed by the Client to the Consultant and by the Consultant to the Client, respectively, either directly or indirectly.  Confidential Information may include, by way of example but without limitation, products, specifications, formulae, equipment, formulas, models, employee interviews, records, quality monitoring schemes/programs, training materials, business strategies, customer lists, know-how, drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client and the Consultant, respectively;. 

Business Day“A day other than a Saturday or Sunday or Public Holiday.  Where “days” is referred to, this shall not be interpreted as Business Days;

Contract” means the contract between the Client and the Consultant which defines the scope of the Engagement and the services to be rendered by the Consultant, as well as the fee schedule for said services. More specifically, the Contract shall consist of the Purchase Order, these Terms and Conditions and any other documents (or parts thereof) specified in the Purchase Order;

The Engagement” means any agreement, in whatever form, reached between the Environtech Consultancy Africa Ltd and the Client pursuant to which the Consultant agrees to render services to the Client in exchange for a fee plus costs;

Force Majeure” means any cause beyond the reasonable control of the affected party, including, but not limited to, any act of God, war, riots, acts of the public enemy, fires, strikes, labour disputes, accidents, or any act in consequence of compliance with any order of any government or governmental authority;  

Project” means the services to be provided by the Consultant to the Client as specified in the Purchase Order;

Services”  –  the services to be provided by the Environtech Consultancy Africa Ltd as in any Statement of Works or Terms of Engagement;

Statement of Works” – a statement agreed between the Company and the Client from time to time specifying works to be carried out by and deliverables to be provided by the Company.

Purchase Order” means the document (i) setting out the services to be provided by the Environtech Consultancy Africa Ltd (consultant) to the Client and (ii) listing any documents and the like to be provided by the Client to the Consultant such that the Consultant may perform the Project (Services);

Data Protection Legislation”  –  the General Data Protection Regulation (The Data Protection Act No. 24 of 2019) and any amendment of replacement of it in force in Kenya from time to time;

Deliverables”  –  the outputs from the provision of the Services including those described in Terms of Engagement or in any Statement of Works;

“Subcontractor” means either an affiliate or subsidiary of the Consultant, or an independent contractor, respectively, which is qualified to perform the applicable services as contemplated by the Engagement and the Contract, and has been contracted by the Consultant accordingly, as evidenced by an agreement in writing.

 Interpretation

Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

The headings in this Agreement are for convenience only and shall not affect its interpretation.

Any reference to a clause or Schedule shall be construed as a reference to the Terms of Engagement or to this Agreement unless expressly stated to the contrary.

Any reference to a statute or statutory provision is to it as from time to time in force as amended or re-enacted.

Use of the word “including” is without prejudice to the generality.

Governing law and jurisdiction

These Terms and conditions are governed by and construed in accordance with the laws of Kenya and are subject to the exclusive jurisdiction of the Kenya courts.

 Obligations of the Client 

  • The Client shall provide the Company with such information and access to such facilities, Sites and personnel as the Company shall reasonably require in order to provide the Services.
  • The Client shall make such decisions and provide such instructions as the Company shall require and at the time that the Company requires to enable the Company to provide the Services.
  • The Client acknowledges that the Company’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by the Company.

  Consultant’s General Responsibilities

  • The consultant must perform Services in accordance with those standards of care that are generally recognized as being used by competent persons in Consultant’s area of speciality in Kenya or In the country of engagement.
  • The consultant must perform Services in compliance with all applicable Kenyan, County and local codes, statutes, and regulations including environmental, energy conservation, and disabled access requirements.
  • The consultant will perform all Services and provide all Deliverables within the time and project schedule stated in each Project Agreement (PA), including milestones, if any.
  • The consultant must provide and maintain Project staffing levels as necessary to perform the Services within the time provided in the project schedule.

 Performance of Services

Environtech Consultancy Africa Ltd shall exercise reasonable skill and care in the performance of the Services.
Environtech Consultancy Africa Ltd retains the right, subject to written notice, to withdraw from the project if, in his view, project development falls below an acceptable professional standard or, in particular, fails to provide adequate measures for the reasonable protection of the environment.

Compliance with Law

This Agreement shall be governed by and construed in accordance with Kenya law or any other country that Environtech Consultancy Africa is engaged in.

Confidential Information

The Consultant shall keep confidential all information as to the business of the Client which shall come or has come to the knowledge of the Consultant in the course of performing the Services, provided that this restriction shall not apply to any information which is in, or legitimately enters, the public domain.

Copyright

Copyright for all reports, documents and the like (including material in electronic form) produced by the Consultant shall remain vested in the Consultant. The Consultant shall not be liable for any use of such reports and documents other than by the Client for the purposes for which they were commissioned and prepared.

Supply of Information and Project Change

  • The Client shall supply in a timely fashion and without charge all necessary and relevant information (including any relevant instructions consents and approvals) in his possession or available to him from his other agents, contractors or consultants.
  • If the Consultant has to carry out additional, repeat or revised work as a result of further or delayed information received, the Consultant shall appropriately advise the Client who shall be responsible for payment of such Services at the Consultants hourly rates in force at the time.

Payment

  • In consideration of the Services performed under this Agreement, the Consultant shall be paid as set down in the proposal offer, being either monthly in arrears, or on a staged or lump sum basis, for all work completed. All sums shall become due for payment by the Client on submission of the Consultants invoice. All Reports, drawings, calculations, designs and the like remain the property of the Consultant until paid for in full by the Client. Any sums remaining unpaid at the expiry of the period of agreed period from the date of issue of the invoice, shall bear interest thereafter, including on the VAT due.
  • The Client may not withhold any payment after the final date for payment of any sum due under this Agreement unless the Client gives not later than seven days before such final date a notice specifying the amount proposed to be withheld and the ground for; withholding payment or if there is more than one ground, each ground and the amount attributable to it.
  • Consultant agrees to bill client on a timely basis and not later than thirty (30) Days after Services are performed or approved Reimbursable Expenses are incurred.
  • The Consultant will submit payment requests in terms of invoices to the client. Consultant must provide detailed back up information to support each payment request, including, when applicable, receipts for reimbursable expenses; in the case of time and materials payment, the personnel/hours worked and description of tasks performed or services provided; or, in the case of fixed fee, a description of percentage of work complete and submittals provided, if any.

Third Parties

  • All documents prepared by the Consultant in connection with the Services are for use by the Client only in connection with the Project and shall not be used nor relied upon by any Third Party without the written consent of the Consultant, or used for any other project. The Consultant accepts no responsibility or liability for any report or document prepared by it in connection with the Project to any party other than the Client.
  • Nothing in these Terms and conditions or the Terms of Engagement confers or purports to confer on any third party any right to enforce any of the Terms of Engagement or these Terms.

Sub-consultants

If any obligation is performed for Consultant through a Consultant or sub-consultant, Consultant will remain fully responsible for the performance of all obligations under this (Professional Agreement for Services) PSA and Consultant will be solely responsible for all payments due to its sub-consultants and Consultants. No contract, subcontract or other agreement entered into by Consultant with any third party in connection with the services contemplated herein will provide for any indemnity, guarantee or assumption of liability by, or other obligation of, County with respect to such arrangement. No Consultant Affiliate will be deemed an employee or agent of client or a third party beneficiary for any purposes under this PSA.

Disputes and Differences

  • The parties shall attempt in good faith to settle any dispute by mediation.

Termination of Agreement

This Agreement will continue to apply to all training and consultancy arrangements provided to the Customer until such time that terms and conditions are changed.

Environtech Consultancy Africa Ltd may at its discretion terminate or suspend this Agreement upon 10 days’ notice to the Customer if:

  1. the Customer ceases to trade or otherwise terminates business operations;
  2. becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or any proceeding is instituted against the Customer;
  3. fails to make payment in accordance with the terms and conditions of this Agreement

Determination

The Client may determine the appointment of the Consultant at any time by three days’ notice in respect of all or any part of the Services.

If circumstances arise for which the Consultant is not responsible, making it irresponsible for it to perform all or any part of the Services, the Consultant shall be entitled to determine the Appointment by four days’ notice in respect of all or such part of the Services. Furthermore, in the event of failure by the Client to make any payment due to the Consultant in accordance with other clause, the Consultant may, upon not less than two weeks’ notice, determine this Agreement.

Force Majeure

Environtech Consultancy Africa ltd shall be entitled to delay or cancel delivery of any services or to reduce the amount of services delivered if it is prevented from or hindered or delayed in the provision of services through any circumstances beyond its reasonable control including acts of God, natural disasters, extreme weather conditions, sickness, strike, lock-out, accident, war, government action, national emergency, act of terrorism, protest, riot, civil commotion, explosion, flood, epidemic, fire.

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