Standard Terms & Conditions

These standard terms and conditions apply to services rendered by Rosewood to a client pursuant to a letter recording the engagement (the engagement letter) enclosing the detailed standard terms and conditions or incorporating them by reference.

  1. We will seek to ensure that our service is satisfactory at all times and delivered with reasonable skill and care. If at any time you would like to discuss with us how the service can be improved you are invited to telephone the partner or director identified in the engagement letter.
  2. The engagement will be governed by Kenyan law and jurisdiction. Our services and responsibilities Consulting Services for Project Management of Integrated Management Information System
  3. We may acquire sensitive information concerning your business or affairs in the course of delivering the services (confidential information). In relation to confidential information we shall comply with the confidentiality standards of our regulatory bodies. This clause shall not apply where confidential information enters the public domain or where we may be required to disclose it to our insurers, legal advisers or under legal compulsion.
  4. Any product of the services released to you in any form or medium shall be supplied by us on the basis that it is for your benefit and information only or that of the other beneficiaries and that it shall not be copied, referred to or disclosed, in whole (save for your own internal purposes) or in part, without our prior written consent.
  5. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement..

Ownership

  1. We shall retain ownership of the copyright and all other intellectual property rights in the product of the services, whether oral or tangible, and ownership of our working papers. For the purposes of delivering services to you or other clients, we shall be entitled to use or develop knowledge, experience and skills of general application gained through performing the services.You agree to keep confidential any methodologies and technology used by us to carry out our services.
  2. We have the right to use your name as a reference in proposals or other similar submissions to other prospective clients, unless you specifically forbid such disclosure. If we wish to use details of the work done for you for references purposes, we will obtain your permission in advance.

Fees

  1. We shall render invoices in respect of the services comprising fees, outlays and VAT thereon (where appropriate) (fees). Details of our fees and any special payment terms shall be set out in the engagement letter.
  2. Our fees are based on the time spent on your affairs by Rosewood persons and on the project
  3. In return for the delivery of the services by us, you shall pay our fees (without any right of set-off), on presentation of our invoice. If you are not in agreement with any fee note, please notify us in writing of your objection within 10 working days of our despatch of the fee note. Failure to do so will constitute acceptance of the fee.
  4. We will be entitled to charge interest (at the maximum rate allowed by law) on all amounts outstanding, for whatsoever reason, for more than 30 days from the date of presentation of our fee note. Such interest will be calculated on a monthly basis.
  5. We will not be responsible for loss or damage arising as a result of information material to the engagement being withheld or concealed from us or wrongly represented to us, provided that this clause shall not exclude liability, subject to the maximum limits set out in clause below, if enquiries which we ought reasonably to have made in the course of our work under this engagement would have made us aware of the deficiencies in such information.

Bribery and Corruption

  1. I undertake and warrant that I have not offered given, agreed to give, nor shall offer or give or agree to give any person, company of firm any gift or consideration of any kind as an inducement of reward for doing or forbearing to do or for having done or forbearing to do anything in breach of the bribery act in relation to obtaining this agreement or execution of eligibility under this agreement.
  2. I warrant that I will have in place and comply with policies, procedures to avoid the risk of bribery and fraud in connection with its dealing with 3rd parties.

Waiver, assignment and sub-contractors

  1. Failure by any one of us to exercise or enforce any rights available to us shall not amount to a waiver of any rights available to either of us. Neither of us shall have the right to assign the benefit or burden of the services contract without the written consent of the other of us.
  2. We shall have the right to appoint sub-contractors to assist us in delivering the services as members of the engagement team but we shall consult you before doing so.