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CONSULT AFRIKA will provide the CLIENT with consultants who perform consulting services for the CLIENT on behalf of CONSULT AFRIKA. The consultants working on behalf of CONSULT AFRIKA are self-employed individuals (natural persons) or consultants employed by a consulting Consult Afrika (the “CONSULTANT”). The professional services include in particular consulting and support of the CLIENT in the implementation and accomplishment of the project as described in more detail in the respective individual agreement.
The CLIENT may inform CONSULT AFRIKA via the Platform, by phone, or by email that it needs advice and is looking for consultants for projects (“project need”). The CLIENT provides in this case the most accurate possible project description; in particular, the project goal, project duration, project location, project budget, and the required consulting expertise should be specified (the “project description”). On the basis of the project description and, where appropriate, further consultations, CONSULT AFRIKA will search for, and make requests to, suitable CONSULTANTS and offer the CLIENT to execute an individual agreement setting forth in particular the following information:
The CLIENT may personally meet the respective CONSULTANT(s) by agreement with them. The CLIENT may accept CONSULT AFRIKA’s offer within five business days upon the receipt of the offer to execute an individual agreement or make a counteroffer to CONSULT AFRIKA. CONSULT AFRIKA may accept the counteroffer subject to the relevant proposed CONSULTANT’s consent within further five business days upon the receipt of the offer to execute an individual agreement.
The services of the CONSULTANT are described in more detail for each project in an individual agreement. CONSULT AFRIKA does not provide such consulting services by itself but assigns them to the CONSULTANT. The CONSULTANTS are not permanently employed by CONSULT AFRIKA but act as CONSULT AFRIKA’s contractors.
The CLIENT is prohibited, whether directly or indirectly and whether personally or through third parties, from entering into consulting agreements with the CONSULTANTs provided by CONSULT AFRIKA (the “Loyalty Arrangement”). This prohibition applies for the duration of the CONSULTANT’s services to the CLIENT and for 18 months after the termination of those services of the CONSULTANT to the CLIENT (the “protection period”).
The CLIENT undertakes to notify CONSULT AFRIKA in writing if it engages the CONSULTANT for the first time or repeatedly during the protection period. This applies also to mediation of services or other consultants and experts contacted or informed by the CONSULTANT, provided such mediation is intended to make profit.
If the CONSULTANT and the CLIENT enter into a contract during the protection period and in circumvention of CONSULT AFRIKA, then CONSULT AFRIKA is entitled to a contractual penalty of double the total project fee plus value added tax. The above penalty applies accordingly to any further breach of the Loyalty Arrangement.
If and insofar as works specifically created for the CLIENT (the “Deliverables”) result from the provision of the contractual services, CONSULT AFRIKA grants the CLIENT the exclusive right of use, unlimited in terms of space, time, and content, to the respective Deliverable applicable for all types of use, with full payment of the agreed fee due for this project.
The parties will maintain confidentiality with respect to all in-house transactions and confidential matters of the other party, in particular business and commercial secrets, of which they become aware in the course of their cooperation. The confidentiality obligation survives the termination of this Agreement. CONSULT AFRIKA will in particular impose the appropriate confidentiality obligation on the CONSULTANTS provided to the CLIENT.
This obligation does not apply to the Confidential Information
CONSULT AFRIKA may publish an anonymous short description of the project on the CONSULT AFRIKA website without naming the CLIENT but specifying the project subject, industry, and project duration.
This Agreement commences upon the CLIENT’S registration on the Platform and remains in effect indefinitely. It may be terminated by either party at the end of a month by giving four weeks’ notice. The right to immediate termination for good cause remains unaffected. A failure to pay an invoice within the agreed period and a conviction for a crime are deemed, inter alia, to be a good cause.
A termination of the Framework Agreement does not affect any individual agreements concluded on its basis if the term of an individual agreement as specified therein is other than that of this Framework Agreement.
CONSULT AFRIKA is liable for breach of contractual and non-contractual obligations by CONSULT AFRIKA as provided by law. CONSULT AFRIKA is liable for damages – on any legal ground whatsoever – in the case of intent and gross negligence. In the case of less than gross negligence, CONSULT AFRIKA is only liable
CONSULT AFRIKA’s liability, for any reason whatsoever, is limited to the respective project volume (in Euros) as specified in the service offer.
The website https://consultafrika.com also contains links to websites maintained by third parties and the content of which CONSULT AFRIKA may not be aware of. Links to third-party websites are only for the convenience of navigation. CONSULT AFRIKA assumes no liability for the content of third-party websites.
CONSULT AFRIKA assigns to the CLIENT already now all claims for performance and claims for defects it has against its contractors. Such assignment includes also future collateral. The CLIENT accepts the assignment.
The parties undertake to comply with the applicable data privacy protection regulations. If CONSULT AFRIKA processes personal data on order of the CLIENT, the parties will conclude the necessary order processing agreement separately. The parties warrant that they have imposed confidentiality obligations on persons authorized to process personal data or that they are subject to an appropriate statutory confidentiality obligation.
This framework agreement sets out all arrangements between CONSULT AFRIKA and the CLIENT with respect to its subject matter. Any supplementary agreements and amendments hereto, including this clause requiring the written form, must be in writing.
Should any of the above provisions be invalid, this does not affect the validity of the remaining provisions. The invalid provision must be replaced by a valid provision that corresponds to its intended economic purpose.
At the end of each project, Clients and consultants are encouraged to mutually evaluate their collaboration. The evaluation left by a Client may appear on the consultant’s page. The evaluations left by Clients cannot be modified after one month from the end of the project.
Consultants also have the possibility of being recommended by other users such as colleagues, friends or former clients, with whom they have worked in with the past.
Recommendations can be hidden directly and freely by the consultant on their profile. The consultant, however, undertakes not to publish or have published on his profile recommendations of pure convenience.
Evaluations and recommendations must reflect objective considerations and cannot, under any circumstances, contain excessive or insulting elements. If this were the case, the Consult Afrika reserves the right to delete this evaluation or recommendation.
Users are responsible for setting up the IT and telecommunications resources allowing access to the Marketplace. They are responsible for telecommunications costs when accessing the internet and using the Marketplace.
The Marketplace is accessible 24/7 for all Users.
Consult Afrika reserves the right, without notice or compensation, to temporarily or permanently close the Marketplace and/or access to one or more Services to carry out an update, modifications or change to operational methods, servers and hours of accessibility, without this list being exhaustive.
Consult Afrika reserves the right to make any modifications and improvements to the Marketplace and the Services that it deems necessary or useful for the proper functioning of the Marketplace and its Services.
At the end of each Project, Clients and Freelancers are encouraged to mutually evaluate their collaboration. The evaluation left by a Client may appear on the Freelancer’s page. The evaluation left by a Freelancer may be visible to Freelancers contacted by the Client for a new Project.
Any User who posts Content on the Marketplace retains full ownership of everything they post.
By creating a profile or leaving recommendations on profiles, the User expressly authorizes the Consult Afrika to use, distribute, host, store, reproduce, communicate, publish, modify, adapt, translate and display this public Content on the Marketplace, the social networks, blogs operated by the latter and/or on all other media (in particular physical and digital media, press kit, commercial media, promotional and/or advertising material), by any means, for exploitation purposes, improvement, promotion, marketing, advertising of the Services and the Marketplace or for the purposes of establishing partnerships. This authorization is valid worldwide and for the entire duration of the User’s registration.
The User acknowledges that any use of their Content made by the Consult Afrika prior to their unsubscription, deletion or termination of their Account cannot be called into question.
15. Governing law and venue
This framework agreement is governed by the law of the Republic of. As far as permissible, the legal venue is Nairobi.
