These Terms of Service (hereafter referred to as “Agreement”) is entered into by and between
THE RADICAL LEAP GROUP LIMITED incorporated and registered in Kenya with company number PVT-5JUE3BZR whose registered address is P.O. Box 18827 – 00100, Nairobi, Kenya (hereinafter referred to as “We’ or the “Consultants”)
YOU (hereinafter referred to as the “Client”)
collectively, the “Parties”.
The Consultants specialise in Strategy, Technology, Business Transformation and Market Expansion through Trade and Investment always preceded by a consultation (the “Services”) and are willing to provide Services to the Client based on this background.
Therefore, THE PARTIES agree as follows:
The Client engages the Consultants to provide Services and the Consultants agree to provide such Services upon the terms and conditions hereinafter mentioned.
This Agreement is valid from the date of payment for a Service and ends upon submission of any and all deliverables as agreed during consultation.
3. Consultants’ Obligations
During the period of this Agreement the Consultants shall make themselves available to the Client for an agreed duration based on Services selected. The Consultants shall also ensure all deliverables as outlined during consultation are fulfilled. The Consultants shall perform Services with reasonable care.
4. Fees and Payments
The Client will pay fees to the Consultants for the Services in the amount as indicated in the invoice. These fees shall be exclusive of value added tax and payable in full or in instalments as agreed between the Client and the Consultants in the terms of payment.
In the event that the Client fails to attend sessions or meetings via telephone / in person or to proceed with a booked meeting without 48-hour cancellation, fees shall remain payable.
5. Expense Reimbursement
The fee quoted for the Services include applicable sessions, meetings, materials, human capital and on-going support (where agreed). Any “out-of-pocket” expenses incurred by the Consultants during the course of delivering the Service (telephone calls, newspapers, refreshments, administration etc.) shall be paid for by the Consultants and are not included in the fee paid by the Client.
Flight and accommodation costs incurred by the Consultants in the course of delivering Services to any Client shall be treated as a Client expense and the Client shall be responsible for said expenses. The Consultants shall seek the agreement of the Client to pay such expenses before any bookings are made.
6. Term / Termination
This Agreement shall terminate automatically upon completion by the Consultants of the Services required by this Agreement.
Without limitation, the Client may by notice in writing immediately terminate this Agreement if the Consultants shall:
(a) be in breach of any of the terms of this Agreement, which in the case of a breach capable of remedy is not remedied by the Consultants within 21 days of receipt by the Consultants of a notice from the Client specifying the breach and requiring its remedy;
(b) be incompetent, guilty of gross misconduct and/or any serious or persistent negligence in respect of his obligations hereunder;
(c) fail or refuse after written warning to carry out the duties reasonably and properly required by him hereunder.
(d) PROVIDED ALWAYS the Client may not terminate this Agreement solely for the reason of the Consultants’ absence through illness or injury unless such illness or injury prevent the Consultants from providing any of the Services.
For the purpose of this Clause:
means the Party, its Affiliate or Representatives that discloses or causes to be disclosed Confidential Information.
means the Party, its Affiliate or Representatives, that receives Confidential Information.
means, with respect to any Party or its Affiliate, any officer, director, employee, agent, advisor, contractor or sub-contractor of any such Party.
“Representatives and Affiliates”
Any third Party representing or affiliated to either Party.
shall mean all information in whatever form or mode of communication, (in writing, orally, digital or electronic, or by inspection of tangible objects (including without limitation documents, drawings, notebooks, photos, systems, prototypes, samples and equipment)), which is disclosed by a Party (the “Disclosing Party”) to any other Party (the “Receiving Party”), either directly or indirectly (by or through any Affiliates or Representatives), in connection with the any Project during its implementation and which has been explicitly marked as “confidential” at the time of disclosure, or when disclosed orally has been identified as confidential at the time of disclosure, and has been confirmed and designated in writing by the Disclosing Party.
shall mean all information and know-how, regardless of whether or not in writing, of a private, secret or confidential nature that relates to the business, technical or financial affairs of the Disclosing Party, its subsidiaries, affiliates, customers, potential customers, suppliers or potential suppliers, provided or disclosed to the Receiving Party or Parties or which becomes known to the Disclosing Party, whether or not marked or otherwise designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. Proprietary Information includes, by way of illustration and not limitation, all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, inventions and developments, products, formulas, designs, prototypes, methods, techniques, processes, procedures, computer programs and software (whether as source code or object code), documentation, technologies, plans, the supplier’s information, customer information, personnel information, research, and reports, whether tangible or intangible, and whether or not stored, compiled, or memorialised physically, electronically, graphically, photographically, or in writing. Proprietary Information shall further include any such information, materials, tangible or intangible property of customers of, suppliers to or any other third Party with whom the Disclosing Party or the Company does or considers doing business and who may have disclosed or entrusted such information to a Receiving Party pursuant to or in furtherance of the discussions and exchanges under this Agreement.
Information shall not be deemed Confidential Information, if it:
(i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party;
(ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party;
(iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure;
(iv) is obtained by the Receiving Party from a third Party without a breach of such third Party’s obligations of confidentiality;
(v) is independently developed by the Receiving Party without use of or reference to any Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession; or
(vi) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives each Disclosing Party prompt written notice of such requirement prior to such disclosure.
The Consultants agree that the Consultants will not at any time or in any manner, either directly or indirectly, use any Information for the Consultants’ own benefit, or divulge, disclose or communicate in any manner any Information to any third party without the prior written consent of the Client. The Consultants will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
All Confidential Information which has been disclosed by a Disclosing Party to a Receiving Party and all copies thereof which are in the possession of the Receiving Party shall be and shall remain the property of the Disclosing Party.
The Parties agree that the disclosure of the Confidential Information do not grant or imply any license, interest or right to the Recipient in respect to any intellectual property right of the other Party, including without limitation any such rights under any patent, trademark, design, or copyright, except as expressly set forth herein or separately agreed in writing.
Upon termination of this Agreement, for whatever reason, the Consultants will deliver to the Client all working papers or other material and copies provided to him or her pursuant to this Agreement or prepared by him or her either in pursuance of this Agreement or previously.
THE PARTIES intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the either party to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information of either party (collectively the “Confidential Information”). Therefore, either party, individually or on behalf of those they represent, agree that they are under an obligation of confidentiality. Both Parties believe, and hereby agree, that either Parties’ Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to both parties’ willingness to engage in the contemplated partnership discussions and planning.
9. Confidentiality After Termination
The confidential provisions of this Agreement shall remain in full force and effect after the conclusion or termination of this Agreement.
Both Parties agree that they shall not use any advantages derivable from such information in each individual party’s own affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in their professional and personal capacity.
11. Obligation of Non-Competition
The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which both parties agree that they shall not use any advantages derivable from such confidential information in either party’s own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document.
12. Data Protection
Under the Data Protection Act, the Consultants have a legal duty to protect any information submitted by the Client pursuant to this agreement. The Consultants use leading technologies and encryption software to safeguard the Client’s data and keeps strict security standards to prevent any unauthorised access to it. Security is regularly reviewed and enhanced as necessary and only authorised individuals have access to the Client’s information.
13. Relationship of Parties
It is understood by the Parties that the Consultants are independent contractors with respect to the Client, and not employees of the Client’s company. The Client’s company will not provide fringe benefits, including health insurance benefit, paid vacation, or any other employee benefit, for the benefit of the Consultants.
During the performance of any of the Services, the Client’s employees will not be considered employees of the Consultants, and vice versa, within the meaning or the applications of any federal, state or local laws or regulations including, but not limited to, laws or regulations covering unemployment insurance, old age benefits, worker’s compensation, industrial accident, labor or taxes of any kind. The Client’s personnel who may assist with the Consultants’ Services or additional services to be provided by the Consultants hereunder shall be under the employment, and ultimate control, management and supervision of the Client.
15. Non-solicitation of Personnel
The Client and the Consultants agree not to engage in any attempt whatsoever, to hire, or to engage as independent contractors, the other’s employees or independent contractors during the term of this Agreement and for a period of 6 months following expiration or termination of this Agreement except as may be mutually agreed in writing.
The Client and the Consultants, at their own expense shall indemnify, defend and hold the other, its partners, shareholders, directors, officers, employees, and agents harmless from and against any and all third-party suits, actions, investigations and proceedings, and related costs and expenses (including attorney’s fees) resulting solely and directly from the indemnifying party’s negligence or wilful misconduct. Neither the Client nor the Consultants shall be required hereunder to defend, indemnify or hold harmless the other and/or its partners, shareholders, directors, officers, directors, employees and agents, or any of them, from any liability resulting from the negligence or wrongful acts of the party seeking indemnification or of any third-party. Each party agrees to give to give the other prompt written notice of any claim or other matter as to which it believes this indemnification provision is applicable. The indemnifying party shall hold the right to defend against such claim with counsel of its own choosing and to settle and/or compromise such claim as it deems appropriate. Each party further agrees to cooperate with the other in the defence of any such claim or other matter.
17. Intellectual Property
All pre-existing Intellectual Property of each party will remain the exclusive property of that party and, except as specifically provided in this Agreement, no party will acquire any rights or interests in the other party’s pre-existing intellectual property.
The Consultants have no rights to any of the Client’s concepts, inventions, processes, methodologies or trademarks, nor do the Consultants have any rights to any materials that have been copyrighted by the Client. The Client owns all rights to its patents, inventions, trademarks, service marks, trade names and other trade indicia. Any inventions, concepts, processes, methodologies, trademarks, works or other material subject to copyright, that are developed by the Consultant in part or in whole in connection with the Consultant’s duties and responsibilities with or for the Client, shall belong entirely to the Client unless otherwise agreed by both parties. The Consultants shall cooperate fully with the Client to perfect its ownership and title thereto, at the Client’s sole expense and cost. The Consultants may from time to time use some of the Consultants’ pre-existing intellectual property in providing Services to the Client. These Intellectual Property shall remain the sole property of the Consultants’ and the Client shall have no claim or stake in the ownership of such Intellectual Property.
18. Trademark, Trade Name and Copyrights
Except as expressly provided herein, this Agreement does not give either party any ownership rights or interest in the other party’s trade name, trademarks or copyrights.
In the event notification is required to be made by either party it shall be delivered by electronic mail with tracking ability to the receiving party. The parties will receive all notifications to the following addresses:
THE RADICAL LEAP GROUP
To the email address submitted to The Radical Leap Group
Each party may change such address or email address by notice to the other party in compliance with this Section.
This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
If any provision of this Agreement shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.
22. Waiver of Contractual Right
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
23. Interruption of Services
Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, act of war, fire, insurrection, laws, proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riot, earthquakes, floods, explosions, illness or other acts of nature.
The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties respective obligations hereunder shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days, either party shall have the rights to terminate this Agreement upon ten (10) days’ prior written notice to the other party.
No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
24. Applicable Law
24.1 Governing Law – The Parties agree that this Agreement shall be governed by the State and/or Country in which the duties of this Agreement are expected to take place. In the event that the duties of this Agreement are to take place in multiple States and/or Countries, this Agreement shall be governed by the laws of all the countries in which the duties of this Agreement are to take place.
24.2 Negotiation – In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.
24.3 Mediation or Binding Arbitration – In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.
24.5 Attorney’s Fees – In the event of Arbitration and/or Mediation, the prevailing party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
25. Entire Agreement
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.