TERMS AND CONDITIONS OF SERVICES
- PURPOSE AND UNDERSTANDING
- These Conditions shall apply as between the Company and the Client in respect of the Services provided under the Contract.
- A number of words are used in these Conditions which have special meanings. Where this is the case the relevant words as defined begin with a capital letter. The meanings of these specially defined words and other guides to understanding these Conditions can be found at the end of these Conditions.
- The Client pursuant to the Contract engages the Company to provide the Services to the Client and the Company agrees to provide the Services for the Term subject to these Conditions with reasonable care and skill.
- All proposals made, quotations given, instructions accepted and contracts entered into by the Company with any person for the supply of the Services are subject to these Conditions to the exclusion of any other terms and conditions subject to which the Contract is accepted or purported to be accepted by the Client. Any changes or additions to the Services or these Conditions must be agreed in writing by the Company.
- The Services shall in so far as is reasonably practicable be provided in accordance with the specification (if any) but subject to these Conditions and shall be performed at such times as the Company shall in its sole discretion decide and during its normal business hours [07.00 to 17.00 Monday to Friday] excluding Zambian public holidays, unless otherwise decided by the Company.
- CHARGES AND PAYMENT
- The Company’s Charges for the relevant Services are due and payable as specified in the Contract or any Charges Sheet and will be made promptly in [Zambian Kwacha or US Dollar] net of any taxes payable including VAT
- Subject to any special terms agreed in writing by the parties, the Client shall pay the Charges and any expenses together with such additional sums which are agreed between the Company and the Client for the provision of the Services and any Additional Services or which, in the Company’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.
- In the absence of agreement, the Company’s standard charges and rates shall apply. The Company shall be entitled to vary its standard Charges from time to time by giving not less than [fourteen] () days’ written notice to the Client.
- The Client shall reimburse the Company for all out of pocket expenses, travel costs and expenses, operating costs, and disbursements incurred by it in connection with the Services or instructions provided by the Client.
- LIMITATION OF LIABILITY
- The entire liability of the Company to the Client under or in connection with the Contract and these Conditions (whether in respect of the provision of the Services, damages, breach, indemnity or otherwise) shall not in any circumstance exceed the amount of the Charges paid by the Client to the Company for the provision of the Services.
- The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Client Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or any other fault of the Client.
- The Client agrees and acknowledges that the allocation of risk in this clause is fair and reasonable in the circumstances having been taken into account by the Company in setting the level of Charges and agreeing the extent of Services.
- TERM AND TERMINATION
- The Term of the Contract shall be as specified in the Contract by the parties.
- In the event that the Client elects to terminate any project or Services prior to completion, the Client agrees to pay the Company for any properly incurred expenses associated with the project or such Services that were incurred by or on behalf of the Company subject to any agreed specified limits in the budget.
- The Contract may be terminated:
- by either party immediately if the other commits any material breach of any term of these Conditions and which (in the case of a breach capable of being remedied) shall not have been remedied within [twenty one (21)] days of a written request to remedy the same;
- by either party upon service of [one ()] months’ notice in writing to the other;
- forthwith by the Company upon notice if the Client fails to make payment of any sums due or Charges pursuant to the Contract or Services on the due date;
- forthwith by either party if the other shall convene a meeting of its creditors (or be made bankrupt, if an individual) or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented (and not discharged within () days) or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction);
- Forthwith by the Company upon notice if any analogous event to the matters set out in the foregoing sub-clause occurs in relation to the Client in its jurisdiction or under applicable law.
- Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
- CONFIDENTIAL INFORMATION
The parties agree not at any time during or after the Term to divulge or allow to be divulged to any person any Confidential Information relating to the Services provided to the Client except as permitted by law or with the other party’s consent.
- The Company makes no express warranties and specifically disclaims any implied warranties, with respect to the provision of its Services under the Contract and these Conditions to the extent permissible by law.
- The Company does not guarantee, and nothing contained in the Contract or these Conditions shall be construed as a guarantee, that the Service performed or to be performed by the Client will achieve any projected level of results.
Any notice or other communications to be given under the Contract shall be in writing and may be delivered by hand or sent by first class prepaid recorded delivery post (or if the recipient is in another country by prepaid airmail) to the relevant address(es) stated in the Contract (or to such other address as the addressee may from time to time have notified for that purpose) or sent by facsimile transmission to the relevant number. Communications shall be deemed to have been received, if delivered by hand at the time of delivery, if posted [two] () working days ([seven] () working days if prepaid airmail) after posting, and if sent by fax transmission, at the date of transmission.
AND GENERAL MATTERS
- The parties acknowledge that the Services are not fault free and it may be impaired by matters, conditions or circumstances beyond the Company’s control and the Client will be entitled to the quality of Service generally provided by the Company to their customers.
- If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provisions eliminated.
- The Company may employ other people for carrying out any part of the Services.
- These Conditions (together with the terms (if any) set out in the Contract, any Services Sheet or specification and/or Charges Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.
- All other warranties, terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
- In the event of any conflict between the provisions of these Conditions and the Services Sheet or Charges Sheet, these Conditions shall prevail. In the event of any conflict between the Contract provisions and these Conditions, the parties shall adopt the meaning which best gives commercial efficacy to the Contract having regard to the Company’s original intention.
- The Contract and these Conditions shall be governed by the law of Zambia, and the Client submits to the exclusive jurisdiction of the courts of Zambia.
In these Conditions the following words and phrases shall have the following meanings unless the context requires otherwise:
“Additional Services” any other services other than the Services agreed to be provided by the Company to the Client on agreed terms and set out as such in the Services Sheet or specification;
“Charges” the Company’s charges as set out on the Charges Sheet or the Contract and from time to time for the provision of the Services unless otherwise expressly agreed with the
“Charges Sheet” the sheet or document setting out the applicable Charges in respect of the Services;
“Company” [company name] Limited;
‘Confidential Information’ all and any information (including information of whatever nature relating to the [technology, financial or business] as a result of the Contract.
“Contract” the contract between the Company and the Client (in whatever form) for the provision of the Services to which these Conditions relate (whether appended, incorporated or attached);
“Client Material” any Documents or other materials, and any data or other information provided by the Client relating to the Services;
“Documents” includes, in addition to a document in writing, any map, data, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device (electronic or otherwise) embodying any other data;
“Services” the services agreed to be provided by the Company to the Client and set out in the Services Sheet (and the “Services” shall include the Additional Services where the context admits) and/or Contract and may include any or all of the following: [counselling] services;
“Services Sheet” the sheet or document setting out the Services agreed to be provided under or pursuant to the Contract;
“Term” the period from the start date to the end date (being and including any minimum or initial period for the provision of the Services) as set out or agreed under the Contract and continuing thereafter in full force and effect unless terminated in accordance with the provisions of these Conditions;
“VAT” value added tax.