Client Agreement

AFRICA BUSINESS VENTURE CLIENT AGREEMENT

Background

A. Africa Business Venture is a services online platform operated by AfricaBV Ltd, a company incorporated and registered in England and Wales with company number 09160389 whose registered office is at 71-75 Shelton Street, Covent Garden, WC2H 9JQ (hereinafter referred to as “AfricaBV”). Among other services, it provides Clients with the ability to connect with Independent Consultants registered with AfricaBV for consulting services.

B. These terms set out the agreement between AfricaBV and the Client (together referred to as the “Parties”) for the supply of Independent Consultants by AfricaBV to the Client.

C. AfricaBV has developed a large network of Independent Consultants who are exceptionally qualified and experienced in their field. The Client wishes to obtain services from the Independent Consultants.

D. This agreement is effective as of the Commencement Date. The Client’s continued use of the Site after that date shall be deemed to be acceptance of the terms and conditions provided in this Client Agreement (“Agreement”).

E. AfricaBV reserves the right to modify the provisions in this Agreement without prior notice, at its discretion. The Client’s continued use of the Site shall constitute acceptance of these amendments, modifications, and/or deletions.

Agreed Terms

  1. Interpretation
    1. For the purposes of this Agreement, the following words and expressions shall have the following meanings:
      • Account Managed: a service provided to the Client by AfricaBV whereby AfricaBV assists the Client with the management and sourcing of Independent Consultants for Projects.
      • AfricaBV’s Fee means the amount payable by the Independent Consultant for the successful introduction to the Client based on the following fixed fees:
        • percentage of 8% (plus applicable VAT) for project whose total amount to be invoiced is lower than £/€/$ 10,000. Any Project is submitted to a minimum payment of £ 250.
        • 6% for each project whose total amount to be invoiced is above £/€/$15,000.
        • 3% for each project whose total amount to be invoiced is above £/€/$ 40,000.
      • Applicable Laws means the laws of England.
      • Client means a user of the Site that purchases Services through Africa Business Venture’s website.
      • Commencement Date means the commencement of this Agreement being the date the Client confirmed its agreement to these terms.
      • Consultant Services or Services means all services performed for or delivered to the Client by (i) the Independent Consultant or (ii) or any support provided by AfricaBV’s team.
      • Expenses: expenses incurred by the Independent Consultant pursuant to the Project.
      • Force Majeure Event means an event beyond either party’s reasonable control including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility services or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, food, storm or default of suppliers or subcontractors.
      • Independent Consultant means a service provider introduced and supplied by AfricaBV to the Client to provide Services to the Client. The Independent Consultant is not an employee of the Client or of AfricaBV.
      • Independent Consultant Fee means the amount payable by the Client to the Independent Consultant for each Project.
      • Intellectual Property Rights means all patent rights, copyrights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
      • Project means an assignment to be undertaken by an Independent Consultant for the Client.
      • Site means the domain and all subdomains of Africabv.com and any mobile or web services or applications owned, controlled, or offered by Africa Business Venture.
      • VAT means value added tax chargeable under the Value Added Tax Act 1994.
    1. In this Agreement, except where the context requires otherwise:
      1. Words indicating one gender include all genders;
      2. Words indicating the singular also include the plural, and words indicating the plural also include the singular;
      3. Provisions including the word agree, agreed, or agreement require the agreement to be recorded in writing;
      4. The word person includes each of the following, even if they have no separate legal personality: an individual, firm, partnership, trust, joint venture, corporate body, unincorporated body, association, organisation, or any government, state, or local body or authority;
      5. References to any Article or paragraph are to those contained in this Agreement;
      6. The expression “this Article”, unless followed by the number of a specific part of the Article refers to the whole Article in which it occurs.
  1. Information provided by the Client

For each Project, the Client shall provide AfricaBV or the Independent Consultant with the information listed in the project request form available on the Site such as:

(a) The date on which the Client requires the Independent Consultant to commence the Project;

(b) The Project which the Client seeks to complete, including the type of work of the Independent Consultant, the key deliverables, the proposed budget, the location at which the Independent Consultant provides the services;

(c) The experience, training, qualifications, key deliverables, and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Independent Consultant to possess in order to complete the Project; and

(d) Any expenses payable by or to the Independent Consultant

 

  1. Introduction of Independent Consultants

3.1 AfricaBV agrees to Introduce to the Client Independent Consultants who meet the criteria for the Project as notified by the Client in accordance with clause 2.

3.2 The Independent Consultant Fee may be fixed or periodical and is agreed by the Client and the Independent Consultant. The Client and the Independent Consultant shall use the platform for all material negotiations prior to agreeing terms.

3.3 Where the Independent Consultant Fee is charged on a periodical basis, the Client shall on or before the end of the Project send to AfricaBV a signed statement summarising the work completed and time spent by the Independent Consultant, as well as the Independent Consultant Fee charged by the Independent Consultant to the Client.

3.4 If the Client objects to the claimed time spent by the Independent Consultant, the Client shall inform AfricaBV as soon as is reasonably practicable and shall co-operate fully, in good faith and in a timely fashion with AfricaBV to enable AfricaBV to establish the number of days, weeks or months completed by the Independent Consultant in relation to the Project.

3.5 The Client shall not decline to sign a statement on the basis that it is dissatisfied with the services provided by the Independent Consultant. In cases of unsuitable or unsatisfactory work the provisions of Article 6.2 shall apply.

3.6 The failure by the Client to sign the statement does not absolve the Client of its obligation to pay AfricaBV the Charges in accordance with this agreement.

3.7 Any variation to the services, remuneration or any other aspect of the agreement shall be agreed by the Parties in writing.

FOR THE AVOIDANCE OF DOUBT, THE CLIENT ACKNOWLEDGES AND AGREES THAT WHEN THE INDEPENDENT CONSULTANT ACCEPTS A PROJECT AWARDED BY THE CLIENT, THE CLIENT AND THE INDEPENDENT CONSULTANT WILL BE DEEMED TO HAVE ENTERED INTO A RELATIONSHIP.

THE CLIENT AGREES TO PURCHASE, AND THE INDEPENDENT CONSULTANT AGREES TO DELIVER THE SERVICES IN ACCORDANCE WITH THE PROJECT. AFRICABV IS NOT A PARTY TO THE DEALINGS BETWEEN THE CLIENT AND THE INDEPENDENT CONSULTANT, INCLUDING POSTS, PROPOSALS, CONTRACTING, PERFORMANCE OF THE PROJECT AND PAYMENT FOR A PROJECT. AFRICABV DOES NOT DIRECT, HAS NO CONTROL OVER, MAKES NO REPRESENTATIONS, AND DOES NOT GUARANTEE THE QUALITY OF THE INDEPENDENT CONSULTANT SERVICES.

NOTWITHSTANDING THE TERMS OF THE PRESENT PARAGRAPH, THE CLIENT AUTHORIZES AND INSTRUCTS TO ACT AS A THIRD PARTY BENEFICIARY IN CONNECTION WITH THE PAYMENT, HOLDING, AND RECEIPT OF FUNDS FOR EACH PROJECT AND OTHER SPECIFIED PURPOSES IN ACCORDANCE WITH THE PRESENT AGREEMENT.

  1. Payment of the Fees

4.1 The Client shall pay the Independent Consultant fee within the period agreed by the Client and the Independent Consultant.

4.2 AfricaBV shall send to the Independent Consultant an invoice for its Fees and the Independent Consultant shall pay AfricaBV within 14 days of the date of the invoice.

4.3 For the avoidance of doubt, the Client shall not be required to pay Independent Consultant Fees for any services not provided by the Independent Consultant.

4.4 All fees including AfricaBV’s Fees are exclusive of VAT, which where applicable shall be added to the Charges at the prevailing rate.

4.6 If the Independent Consultant fails to make any payment due to AfricaBV under this Agreement by the due date for payment then the Independent Consultant shall pay interest on the overdue amount at the rate of 4 per cent per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until receipt of payment of the overdue amount and the accrued interest.

  1. Confidentiality

5.1 Each Party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 5.2.

5.2 Each Party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Article 5.2; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

5.3 Subject to Article 5.4, no Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under this Agreement.

5.4 The Client consents and allows AfricaBV to use the Client’s name and logo for the purposes of advertising and marketing AfricaBV’s business.

  1. Term

6.1 This Agreement shall commence on the Commencement Date, and shall continue, unless terminated earlier in accordance with clause 7, until either Party gives to the other Party no less than 30 Business Days notice to terminate such notice to expire on or after the end of any Project.

6.2 Notwithstanding Article 6.1, either Party may terminate any Project with immediate effect in accordance with the Agreement with the Independent Consultant.

  1. Default and early termination

Without affecting any other right or remedy available to it, AfricaBV may terminate this Agreement with immediate effect by giving written notice to the Client if:

(a) the Client commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 21 days of receipt of notice in writing to do so; and

(b) the Client repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.

  1. 8. Effect of early termination

8.1 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

8.2 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

  1. Announcements

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

  1. Data protection compliance

To the extent that any data or information held or disclosed by either party is personal data within the meaning of the Data Protection Act 1998 or equivalent legislation in the territory, each Party agrees that:

(a) it will process such data and information only in accordance with the other Party’s instructions; and

(b) it will take such technical and organizational measures against unauthorized or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to the other party as data controller.

  1. Warranties

Each Party warrants that it has full capacity, and a person entering into this Agreement on behalf of a body corporate warrants that they have full authority to enter into and perform this Agreement.

  1. Non-solicitation

The Parties agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organization, or otherwise and whether directly or indirectly during, or for a period of six months from, the end of the term of this Agreement, solicit or entice away or attempt to entice away or authorize the taking of such action by any other person, any key executive of the other party who has worked on the services provided under this Agreement at any time during the term of this agreement.

  1. Project and other dealings

Neither Party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other party.

  1. No partnership or agency

14.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any party, the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other Party.

14.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

  1. Entire agreement

15.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 Notwithstanding clause 15.1, where the Client has signed both an online contract and a physical contract, the terms of the physical contract shall prevail.

 

  1. Limitation of liability

16.1 Nothing in this Agreement shall limit or exclude AfricaBV’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; and

(c) any other liability which cannot be limited or excluded by applicable law.

16.2 Subject to clause 16.1, AfricaBV shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of or damage to goodwill; and

(f) any indirect or consequential loss.

16.3 Subject to clause 16.1, AfricaBV’s total liability to the Client and the Independent Consultant, whether in contract, tort (including negligence), breach of its statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to five hundred pounds sterling (500 £).

16.4 Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement save in respect of liability arising as a consequence of fraud or fraudulent misrepresentation.

  1. Third party rights

No one other than a party to this agreement, their successors and permitted assigners, shall have any right to enforce any of its terms.

  1. Severance

18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforce-ability of the rest of this agreement.

18.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

  1. Force Majeure

Neither Party shall be liable to the other Party as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.

  1. Governing law and jurisdiction

20.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

20.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

  1. Counterparts

This Agreement may be signed in duplicate, each of which, when signed, shall be original, and all the duplicates together shall constitute the same agreement. Faxed or scanned signatures shall be as effective as original signatures. This Agreement has been entered into on the date stated at the beginning of it.