Terms and Conditions

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

1.1 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.

1.2 In this Agreement, except where the context requires otherwise:
a) Words indicating one gender include all genders;
b) Words indicating the singular also include the plural, and words indicating the plural also include the singular;
c) Provisions including the word agree, agreed, or agreement require the agreement to be recorded in writing;
d) 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;
e) References to any Article or paragraph are to those contained in this Agreement;
f) 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.

2. 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

3. 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.

4. 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.

5. 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.

6. 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.
7. 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.
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.
9. 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.
10. 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 organisational measures against unauthorised 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.

11. 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.
12. 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 organisation, 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 authorise 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.

13. 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.

14. 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.
15. 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.

16. 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.

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

18. 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 enforceability 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.
19. 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.
20. 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 noncontractual 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).
21. 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.

TERMS OF SERVICE.

Welcome to our web site (the “Website”), which is provided and maintained by AfricaBV Limited (who shall be referred in these Terms and Conditions as “we” or “us” and “our” shall be construed accordingly). The information and services available on the Website are subject to the following terms and conditions (the “Terms and Conditions”). By accessing or using the Website, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms and Conditions.

By using this website as a consultant you also agree with AfricaBV Consultant Agreement.

By using this website as a company you also agree with AfricaBV Client Agreement.

1. PRIVACY
Please read our Privacy Policy, which also governs your visit to the Website.
2. DESCRIPTIONS
Any information provided on the Website is for general information purposes only. We try to ensure that all information provided on the Website is as accurate as possible and that information is correct (to the best of our knowledge) at the time of posting onto the Website and is reviewed regularly. However, to the fullest extent permitted by law, we do not warrant that any information available on the Website is accurate, complete, reliable, current, or error-free.
3. INTELLECTUAL PROPERTY
All content available on the Website, including, but not limited to, text, graphics, logos, button icons, images, audio clips, data compilations, and software, and the compilation thereof (the “Content”) is our property. The trademarks, logos, and service marks displayed on the Website (collectively, the “Trademarks”) are our registered and unregistered marks. All Trademarks not owned by us that appear on the Website are the property of their respective owners.
Except as set forth in the limited license in clause 4 below, or as required under applicable law, neither the Content, the Trademarks, nor any other portion of the Website may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent.
4. LIMITED LICENCE
We grant you a limited, revocable, and non-exclusive license to access and make personal use of the Website. Please note that you may not frame or utilize framing techniques to enclose the Website or any portion thereof without our prior written consent.
The limited license set forth in this clause 4 does not include the right to: (i) modify or download the Website or its contents (except caching or as necessary to view content); (ii) make any use of the Website or its Content other than personal use; (iii) create any derivative work based upon either the Website or its Content; (iv) collect account information for the benefit of another party; (v) use any meta-tags or any other “hidden text” utilizing our name or the Trademarks without our express written consent; or (vi) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure.

You are granted a limited, revocable, and non-exclusive right to create a hyperlink to any page of the Website for personal, academic or commercial use. A website that links to our Website (i) may link to, but not replicate, our Content; (ii) may not imply that we are endorsing such website or its services or products; (iii) may not misrepresent its relationship with us; (iv) may not contain content that could be construed as distasteful, obscene, offensive or controversial, and may contain only content appropriate for all ages; (v) may not portray us or our products or services, in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions; and (vi) may not use any Trademark without express written permission.

We reserve the right to monitor any pages containing such hyperlinks to check that you are complying with this license and we may, in our sole discretion, request that you remove any link to the Website, and upon receipt of such request, you shall immediately remove such link. Any unauthorized use by you of the Website terminates the limited license set forth in this clause 4 without prejudice to any other remedy provided by applicable law.
5. YOUR INFORMATION
If you use the Website, you are responsible for ensuring the information provided in the registration form is true, accurate and complete. We reserve the right to refuse service, terminate accounts, or remove or edit content, for any reason, in our sole discretion without prior notice.
6. THIRD PARTY LINKS
We are not responsible for the content of any off-Website pages or any other websites linked to or from the Website. Links appearing on the Website are for convenience only and are not an endorsement by us or any of our associated companies of the referenced content, product, service, or supplier. Your linking to or from any off-Website pages or other websites is at your own risk.

We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, off-Website pages or any other websites linked to or from the Website, nor do we assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy statements and terms and conditions. You should carefully review the terms and conditions and privacy policies of all off-Website pages and other websites that you visit.
7. SUBMISSIONS
We welcome enquiries or feedback on the services you use or might like to use, however it is our policy to decline unsolicited suggestions and ideas.

Notwithstanding our policy with regard to unsolicited suggestions and ideas, any enquiries, feedback, suggestions, ideas or other information you provide us (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. Subject to the terms of our privacy policy, by transmitting or posting any Submission, you hereby grant us a nonexclusive, royalty-free, perpetual, transferable, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, sell, assign, translate, create derivative works from, distribute, and display any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works. You also acknowledge that your submission may not be returned and we may use your Submission, and any ideas, concepts or know how contained therein, for any purpose.

If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from your claims to any rights in any Submission.
8. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY
The website is presented “as is.” we make no representations or warranties of any kind whatsoever, express or implied, statutory or otherwise, in connection with these terms and conditions or any information or services provided on the website.

Notwithstanding any other provision of these terms and conditions, under no circumstances shall we be liable to you for any indirect, incidental, special or consequential damages, including, without limitation, loss of profits and loss of software or data, resulting from or arising out of the matter set out herein, whether a claim for such damage is based upon warranty, contract, tort, negligence or otherwise. in any event our maximum aggregate liability shall not exceed one hundred pounds sterling (£100.00).

WE SHALL NOT BE LIABLE FOR ANY DEFAULT ARISING DUE TO ANY ACT OF GOD, WAR, TERRORIST ACTION, STRIKE, LOCKOUT, INDUSTRIAL ACTION, FIRE, FLOOD, DROUGHT, TEMPEST OR ANY OTHER EVENT BEYOND OUR REASONABLE CONTROL.

9. INDEMNIFICATION
You agree to defend, indemnify and hold us harmless for any loss, damages or costs, including reasonable legal fees, resulting from any third party claim, action, or demand resulting from your use of the Website. You also agree to indemnify us for any loss, damages, or costs, including reasonable legal fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.
10. GENERAL
These Terms and Conditions shall be governed by the laws England and Wales and you hereby submit to the exclusive jurisdiction of the courts of England and Wales. You acknowledge and agree that these Terms and Conditions, together with our Privacy Policy, constitute the complete and exclusive agreement between us concerning your use of the Website, and supersede all previous agreements. We reserve the right, in our sole discretion, to change these Terms and Conditions at any time by posting the changes on the Website. Any changes are effective immediately upon posting to the Website.

Your continued use of the Website constitutes your agreement to all such terms and conditions. We may, with or without prior notice, terminate any of the rights granted by these Terms and Conditions. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Website.

Nothing contained in these Terms and Conditions shall be construed as creating any agency or partnership between us. Our failure to enforce at any time or for any period any one of more of these Terms and Conditions shall not be deemed to be a waiver of them or of the right at any time subsequently to enforce any of these Terms and Conditions nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

If any term or provision in these Terms and Conditions shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of these Terms and Conditions and the enforceability of the remainder of these Terms and Conditions shall not be affected.

Africa Business Venture Consultant Agreement

BACKGROUND

A. The Independent Consultant (defined below) is exceptionally qualified and experienced in their field.
B. AfricaBV (defined below) has developed relationships with Clients who may require Project Services from the Independent Consultant.
C. AfricaBV is an online platform where the Independent Consultant and Clients have the ability to connect with each other with a view to agree terms for the provision of Project Services.
D. This Agreement sets out the terms on which AfricaBV agrees to facilitate the connection of the Independent Consultant to Clients (together referred to as the “Parties”) through the Independent Consultant’s application available on the Platform.
E. AfricaBV’s liability is limited as set out in clause 16.
F. The Independent Consultant and Client are responsible for agreeing and entering into terms as between them.

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply to this Agreement.
AfricaBV: means 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.
AfricaBV’s Commission: the fee payable to AfricaBV by the Independent Consultant.
AfricaBV’s Service Agreement: the agreement between AfricaBV and a Client.

Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Client(s): means a client (or clients) of AFRICABV’S.
Fee Note: as defined in clause 3.2.
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: the person who enters into this Agreement.
Independent Consultant Fee: the amount payable by the Client to the Independent Consultant in relation to any Project as specified in the relevant

Project Agreement.
Insurance Policies: commercial general liability insurance cover, professional indemnity insurance cover, employer’s liability insurance cover and public liability insurance cover.
Platform: the online platform developed and hosted by AfricaBV.
Project: an assignment to be undertaken by the Independent Consultant for a Client.
Project Agreement: the agreement between a Client and the Independent Consultant for the provision of the Project Services by the Independent

Consultant to that Client.
Project Services: the consulting services provided by the Independent Consultant to a Client as set out in the relevant Project Agreement.
Project Term: means the term of any Project Agreement.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assignees.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
1.5 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.6 A reference to writing or written includes fax and e-mail.
1.7 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
1.8 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.9 Unless the context otherwise requires, a reference to the Independent Consultant includes a reference to a person working on the Project Services on behalf of the Independent Consultant in any Capacity.

2. USE OF THE PLATFORM BY THE INDEPENDENT CONSULTANT
2.1 The Independent Consultant shall apply online to AfricaBV for access to the Platform and AfricaBV may, but is under no obligation to, allow the Independent Consultant to access the Platform, register their contact details and professional information and enter into correspondence with Clients with a view to provide Project Services to such Clients.
2.2 AfricaBV shall connect the Independent Consultant with Projects on the Platform and the Independent Consultant may make a proposal to the relevant Client in relation to a Project.
2.3 Once the Independent Consultant and Client have agreed the terms of a Project on the Platform, the Independent Consultant or AfricaBV shall generate a Project Agreement which is to be signed by both Parties.
2.4 The Independent Consultant shall not agree, or entice any Client to agree, terms for the provision of Project Services to Clients outside of the Platform unless AfricaBV agrees otherwise in writing.
2.5 The Independent Consultant shall notify AfricaBV immediately if a Client suggests agreeing for Project Services outside of the Platform and/or making payments in a way that circumvent AfricaBV’s Commission for Projects.
2.6 For the purpose of clause 9.1(a), a breach of clause 2.4 shall constitute a material breach and the Independent Consultant shall pay AfricaBV’s Commission on demand.

3. PAYMENT OF THE INDEPENDENT CONSULTANT FEE
3.1 The Independent Consultant Fee may be fixed or periodical and is agreed by the Client and the Independent Consultant. The Independent Consultant and the Client shall use the Platform for all material negotiations prior to agreeing the terms of the Project Agreement.
3.2 Where the Independent Consultant Fee is charged on a periodical basis, the Independent Consultant shall on or before the end of a Project Term prepare a summary of the total time and Independent Consultant Fee (Fee Note) for the Project and submit the Fee Note to the Client via the Platform. The Fee Note shall reflect the terms agreed in the Project Agreement. Any amendment to the scope of the Project Agreement must be agreed by the Independent Consultant and Client in writing or via the Platform.
3.3 The Independent Consultant shall charge the Client and the Client shall pay the Independent Consultant Fee. AfricaBV shall charge the Independent Consultant for its Commission.
3.4 The Independent Consultant shall submit an invoice to the Client (including VAT where applicable) for the Independent Consultant Fee via the Platform together with the Fee Note if applicable.
3.5 The Independent Consultant shall pay AfricaBV’s Commission within fourteen (14) days of the receipt of the Invoice.
3.6 Payment will be made in either GBP, EUR or USD as set out in the Project Agreement.

4. STATUS
4.1 The relationship of the Independent Consultant to AfricaBV shall be that of independent contractor and nothing in this Agreement shall render them an employee, worker, agent or partner of AfricaBV and the Independent Consultant shall not hold themselves out as such.
4.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Independent Consultant shall be fully responsible for and shall indemnify AfricaBV for and in respect of:
(a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Project Services, where the recovery is not prohibited by law. The Independent Consultant shall further indemnify AfricaBV against all costs, expenses and any penalty, fine or interest incurred or payable by AfricaBV in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
(b) any liability arising from any employment-related claim or any claim based on or related to worker status (including all costs, expenses, legal fees, and any penalty, fine or interest incurred or payable by AfricaBV in connection with or in consequence of any such liability, deduction, contribution, assessment or claim) brought by or on behalf of the Independent Consultant against AfricaBV arising out of or in connection with the provision of the Project Services.

5. DUTIES AND OBLIGATIONS FOR THE INDEPENDENT CONSULTANT
5.1 The Independent Consultant shall provide the Project Services that are approved by the Client and as set out in the Project Agreement.
5.2 During the Project Term, the Independent Consultant shall provide the Project Services with all due care, skill and ability and use their best endeavours to promote the interests of the Client.
5.3 If the Independent Consultant is unable to provide the Project Services due to illness or injury, the Independent Consultant shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no Independent Consultant Fee shall be payable under clause 3 in respect of any period during which the Project Services are not provided.
5.4 During the Project Term, the Independent Consultant shall use reasonable endeavours to ensure that he/she is available at all times on reasonable notice to provide such assistance or information as the Client may require.
5.5 Unless they have been specifically authorised to do so by the Client in writing, the Independent Consultant shall not:
(a) have any authority to incur any expenditure in the name of or for the account of the Client; or
(b) hold themselves out as having authority to bind the Client.

6. OTHER ACTIVITIES
Nothing in this Agreement shall prevent the Independent Consultant from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Project Term provided that:
(a) such activity does not cause a breach of any of the Independent Consultant’s obligations under this Agreement; or
(b) such activity does not relate to a business which is similar to or in any way competitive with the business of the Client or of AfricaBV without the prior written consent of the Client or AfricaBV (as the case may be).

7. TERM
7.1 This Agreement shall commence on the date of the Independent Consultant’s application to access the Platform, and shall continue until either party gives to the other Party one week written notice to terminate, such notice to expire on or after the end of any ongoing Project Term.
7.2 Notwithstanding clause 7.1 either Party may terminate this Agreement with immediate effect in accordance with clause 8.

8. DEFAULT AND EARLY TERMINATION
8.1 Without affecting any other right or remedy available to it, AfricaBV may terminate this agreement with immediate effect (and with no liability to make any further payment to the Independent Consultant other than in respect of amounts accrued before the termination date) by giving written notice to the Independent Consultant if:
(a) The Independent Consultant commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
(b) The Independent Consultant 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 the terms of this agreement;
(c) The Independent Consultant, being an individual, is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(d) The Independent Consultant is in the reasonable opinion of AfricaBV or the relevant Client negligent or incompetent in the performance of the Project Services;
(e) The Independent Consultant makes any arrangement with or for the benefit of his creditors, has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets, ceases, or threatens to cease, to carry on business, or (being an individual) is the subject of a bankruptcy petition or order, or any event occurs, or proceeding is taken, with respect to the Independent Consultant in any part of the world that has an effect equivalent or similar to any of the events mentioned in this paragraph (e); or
(f) The Independent Consultant commits any fraud or dishonesty or acts in any manner which in the opinion of AfricaBV brings or is likely to bring the Independent Consultant or AfricaBV or a Client into disrepute or ismaterially adverse to the interests of AfricaBV or a Client.
8.2 The rights of AfricaBV under clause 8.1 are without prejudice to any other rights that it might have at law to terminate this Agreement or to accept any breach of this agreement on the part of the Consultant as having brought the agreement to an end. Any delay by AfricaBV in exercising its rights to terminate shall not constitute a waiver of these rights.

9. EFFECT OF TERMINATION
9.1 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
9.2 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.
10. ANNOUNCEMENTS
Neither party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (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.
11. DATA PROTECTION
11.1 The Independent Consultant consents to AfricaBV holding and processing data relating to them for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 1998) relating to the Independent Consultant.
11.2 The Independent Consultant consents to AfricaBV making such information available to Clients and potential Clients, to those who provide products or services to AfricaBV (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and to potential purchasers of AfricaBV or any part of its businesses.
11.3 The Independent Consultant consents to the transfer of such information to AfricaBV’s business contacts outside the European Economic Area in order to further its business interests.
11.4 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 where the Independent Consultant is located, 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 organisational measures against unauthorised 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.
12. CONFIDENTIAL INFORMATION, INSIDER INFORMATION AND INTELLECTUAL PROPERTY
12.1 Either 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 12.2.
12.2 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 clause 13.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under this agreement.
12.4 The Independent Consultant acknowledges that during the course of a Project Term they may have access to: a) confidential information of the Client. The Independent Consultant agrees to enter into and adhere to confidentiality provisions contained in the relevant Project Agreement; and b) inside information about the Client or the Client’s business contacts. Inside information is broadly defined as: specific and precise information, not made public, likely to have a significant effect on any securities (stocks & shares for example) if it were to be made public and relating to particular securities. The Independent Consultant shall not use or disclose to any person either during or at any time after a Project Term any inside information which may come to their knowledge in the course of providing the Project Services.
12.5 The Independent Consultant acknowledges that any and all intellectual property generated by the Independent Consultant in the course of providing the Project Services during a Project Term belongs to the relevant Client in accordance with the provisions of the relevant Project Agreement.
13. WARRANTIES
13.1 The Independent Consultant warrants and represents that all information that it gives or has given to AfricaBV in connection with this agreement, including without limitation in respect of the their identity, personal details, qualifications, training and experience, is true, accurate and complete.
13.2 The Independent Consultant agrees to update and keep updated AfricaBV and the Client if there is any change to the information provided in accordance with clause 13.1.
14. INDEPENDENT CONSULTANT’S LIABILITY
The Independent Consultant agrees to fully indemnify AfricaBV in respect of all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by AfricaBV arising out of or in connection with: any: a) breach of clause 12; or b) breach of the warranties set out in clause 13.
15. LIMITATION OF LIABILITIES
15.1 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.
15.2 AfricaBV shall have no liability to the Independent Consultant whatsoever in respect of any Project, and the Independent Consultant agrees that its sole course of action in connection with any Project shall be against the relevant Client.
15.3 AfricaBV gives no warranties whatsoever in relation to any Client, Project or the Platform and shall have no liability to the Independent Consultant in respect of any acts of omissions of any Client or the employees, officers or agents of any Client. AfricaBV has no obligation to provide the Independent Consultant with any connection to Client or Projects other than in accordance with this agreement.
16. 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, such consent not being unreasonably withheld or delayed, provided that AfricaBV shall have the right to assign this agreement to a subsidiary, holding or parent company (and any of their subsidiaries) of AfricaBV on prior written notice to the Independent Consultant.
17. NO PARTNERSHIP OR AGENCY
17.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party.
17.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
18. ENTIRE AGREEMENT
18.1 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.
18.2 Where the Independent Consultant has signed both an online contract and a physical contract, the terms of the physical contract shall prevail.
19. INSURANCE
The Independent Consultant shall maintain at its sole expense adequate Insurance Policies covering the performance of the Project Services by the Independent Consultant.
20. VARIATION
No variation of this agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
21. THIRD PARTIES
21.1 The terms of this agreement including but not limited to clause 12 and clause 13 are enforceable against a person acting on behalf of the Independent Consultant in any Capacity.
21.2 Except as expressly provided in clause 21.1, no person other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of the terms of this agreement.
22. ASSIGNMENT AND OTHER DEALINGS
22.1 The Independent Consultant shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
22.2 AfricaBV may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement.
23. SEVERANCE
23.1 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 enforceability of the rest of this agreement.
23.2 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.
24. 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.
25. GOVERNING LAW AND JURISDICTION
25.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
25.2 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).
26. 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.