GENERAL TERMS AND CONDITIONS OF SALE
Last update: December 4, 2022
These General Conditions of Sale, hereinafter referred to as GTC, constitute the agreement governing the relationship between ABC EXPAT, hereinafter referred to as 'the Company' and Company' and its customers in connection with the sale of services. These Terms and Conditions of Sale (called 'GTC') apply, without restriction or reservation to all reserve to all sales made by the Company to its customers. These GSC are accessible at any time on the site www.abcexpat.com and will prevail over any other document. Any order placed with the Company implies the full and unreserved acceptance by the Client of these full and unreserved adherence of the Client to these GTC. The fact that the Company does not implement one or the other clause established in its favor in these conditions, can not be interpreted as a waiver on its part to a waiver on its part to avail itself of it.
• Applicable Data Protection Laws: means the European Union Directives on General Data Protection Regulations (GDPR) that prescribe the guidelines for the collection and processing of personal information from subjects of the European Union (EU).
• Beneficiary means the employee of the Client, including all its, his or her dependants, who benefit from the Services delivered by the Company
• Engagement Team means the Company’s employees involved in delivering the Services to the Client. These persons shall be the main interlocutor with the Client for all matters relating to the provision of Services requested by the Client
• Purchasing Order means an official and valid request for Services signed by both the Client and the Company. It can be validated online from the platform with an electronic signature or be issued by the Client himself. It must indicate the nature and price of the Services requested, as well as all the legally required information.
• Point of Contact means person appointed by the Client to be the liaison for all matters arising relating to the Services requested by the Client.
• Project means a single Service as per the structure of Services of the Company. It has a specific timeline, list of requirements and pricing
• Service: means the Services offered by the Company as defined under Clause 2 below
• Service fee: means the fee charged by the Company to the Client in exchange for the performance of the Service as defined in the list of Services in the Schedule attached hereto.
• Services Contract means the contract formed through the Purchasing Order and these General Terms, together with any other appended terms applicable to the Services (“Additional Terms”). • BIZWIZ AFRICA means a trademark registered by the Company for the creation of a Pan-African Business Community; it covers membership, member benefits and related events
• Schedule 1 means List of Services; it is available on the Company’s website.
• Schedule 2 means the BIZWIZ AFRICA Membership Agreement, it is available on the Company’s website.
Type of services offered
The Company offers a wide range of business support Services to organizations establishing themselves in Africa. The Company area of expertise and scope of work includes Business, Immigration, Relocation and Office Services:
a) Business: The Company helps the Client by registering an entity and ensuring administrative compliance. This includes incorporation Services, obtaining licenses, registering with administrations, payroll and accounting support, etc. For more information, please refer to Schedule 1.
b) Immigration: The Company helps the Client get immigration formalities and applications sorted out in a timely and professional manner for the Client, their family and staff. It includes work permits, special passes, alien cards, dependent passes, etc. For more information, please refer to Schedule 1.
c) Offices: The Company helps the Clients scale up their business by providing a favorable environment with access to the right information, network, expertise and office. The Clients can choose what is most ideal for their office solution from the Company’s Services. For more information, please refer to Schedule 2.
d) Relocation: The Company helps the Client’s expatriate staff settle in comfortably upon their arrival in the targeted country. It includes support and assistance with house search, vehicle search, school support, etc. For more information, please refer to Schedule 1.
Obligations of the Company
a) The Company aligns its business practice with international Service standards and delivers its Services with reasonable skill and care. The Company identifies the Client’s business needs to advise the Client on the same; the Company advises the Client on the risks, constraints and limits the Services envisaged may encounter; the Company offers guidance to help the Client make informed choices and will always advise the Client on the best solution.
b) The Company shall not start a Service before receipt in writing of the purchasing order, which shall set out the Services to be delivered by the Company as well as other associated matters which may vary these GTCs.
c) A member of the Company’s Engagement Team shall be assigned to the Client with regards to the Client’s preferred Service. The Client’s assigned Engagement Team member will send a clear list of the requirements and anticipated timelines for each project and provide regular updates on the status of the applications.
d) Any advice, opinion, statement of expectation, forecast or recommendation provided by the Company shall not amount to any form of guarantee that The Company have determined or predicted future events or circumstances. Issuance of government permits, and licenses is the sole discretion of the local administration. The Clients shall be solely responsible for complying with the government laws and regulations and the renewal process of the Client’s permits upon expiry.
e) The Company may acquire sensitive information concerning the Client’s business or affairs while delivering the Services (“Confidential Information”). The Company shall preserve the confidentiality of the Confidential Information and the Company shall not disclose it beyond the Engagement Team unless permitted by the Client or by this clause, to the full extent of any obligations imposed on the company by law. The Company shall be entitled to comply with any requirement of the law, or any other regulatory body with jurisdiction over the Company, to disclose the Confidential Information. Information relating to the Company’s relationship with the Client and the Services, including Confidential Information, may be shared by the Company with government agencies or any other third parties in the ordinary course of business. This clause shall not apply where Confidential Information properly enters the public domain. This clause shall not prohibit the Company’s disclosure of Confidential Information, in confidence, to the Company’s professional indemnity insurers or advisers.
f) The Company shall not be required to make use of or to disclose to the Client any information, whether known to the Company personally or the Company’s associates, which is confidential to another client.
g) For the purposes of marketing, publicising or selling the Company’s Services, the Company may wish to disclose that it has performed work (including the Services) for the Client, in which event the Company may identify the Client by its/ his/ her name and the Company may indicate only the general nature or category of such work (or of the Services) and any details which have properly entered the public domain.
h) While offering the Company’s Services, the Company may come across and may process the Client’s personal data including but not limited to the Client’s name, surname, phone number and email address (“Personal Data”). For certain specific obligations, the Client may need to provide additional data, for example a copy of its/ his/ her passport or confidential information related to the Client’s business. The Company only collects Personal Data or Confidential Information that is necessary to inform the Client of the Company’s Services, enter an agreement with the Client, provide the Company’s Services and to be in contact with the Client regarding the provision of its Services. The Company shall treat all the Client’s information in accordance with the legal obligations in relation to the processing and storing of Personal Data, under the Applicable Data Protection Laws.
i) The company is GDPR compliant; and will implement internationally acceptable measures and procedures to secure and protect the Personal Data collected and undertake, as far as can reasonably be expected, to prevent any illegal processing or sharing of Personal Data and unintentional loss or destruction of the Client’s Personal Data. The Company shall at all at times comply with the Client’s requests to correct or delete the Client’s Personal Data once the Services have been rendered and as far as the law permits.
a) Where there is more than one person under the Client, this clause applies to each of the persons separately and not collectively. Notwithstanding the Company’s duties and responsibilities in relation to the Services, the Client shall retain responsibility and accountability for managing its affairs, deciding on what to do after receiving any product of the Services, implementing any advice or recommendations provided by the Company, and realizing any benefits requiring activity by the Client.
b) Once a Client confirms a Purchasing Order, the Client undertakes to make available all the necessary information and payments required for the provision of any Service by the Company
c) The Client undertakes not to interfere or undermine the Services rendered by the Company by engaging in any bribing or other illegal corrupt practices once the Company has taken over the project. The Company reserves the right to immediately terminate the agreement with the Client if there have been undisclosed illegal dealings geared towards obtaining undue influence or favors from the government agents or any other person the Company is engaged with while providing the Services.
d) The Client will appoint a Point of Contact to be the main liaison with the Company and to co-ordinate with the various Beneficiaries to channel any request from both the Client and the Beneficiaries and address them directly to the Engagement Team. The Company may rely on any instructions, requests or information supplied, orally or in writing, by the Point of Contact. The Company may communicate with the Client by electronic mail on the basis that the Client accepts the inherent risks. The Company may at the Client’s request send documents to an electronic address or storage facility hosted or controlled by the Client or at The Client’s direction, in which event the Client shall be responsible for security and confidentiality at such information.
e) To enable the Company to perform the Services, the Client shall supply promptly all information and access to all documentation under the Client’s control required by the Company to provide the Client with the Services or make necessary disclosures to the Regulatory authorities as required by Law. The Client shall inform the Company of any information or developments which may come to the Client’s notice, and which might have a bearing on the Services.
f) The Client agrees to pay the full amount for the Services performed by the Company according to the payment terms agreed in the Purchasing Order without any right of set-off, on presentation of the Company’s invoice or at such other time as may be specified in the Purchasing Order. Sums outstanding after thirty (30) days of the invoice date will be liable to an interest charge of 3% per month, pro-rata temporis. The Client will also be liable to pay interest on any outstanding balances at the statutory rate from time to time in force (this rate applying after as well as before any court award or judgement in the Company’s favor in respect of outstanding balances).
g) The Service fee payable to the Company becomes fully payable upon signature of the Purchasing Order. The applications that end up with a negative outcome will be invoiced, exclusive of the government fees/ disbursements that the Company is not paid.
i) The Client shall not, directly or indirectly, solicit the employment of any of the Company’s employees or agents, involved in performing the Services, during performance or for a period of 12 months following their completion or following termination of the Services Contract, without the Company’s prior written consent. This prohibition shall not prevent the Client at any time from running recruitment advertising campaigns nor from offering employment to any of employees or agents who may respond to any such campaign.
j) Services shall be supplied for the Client’s benefit and information only. Save as may be required by law or by a competent regulatory authority (in which case the Client shall, unless prohibited by law, inform the Company in advance), it shall not be copied, referred to or disclosed by the Client, in whole (save for the Client’s own internal purposes) or in part, without the Company’s prior written consent. The Client shall not quote the Company’s name or reproduce the Company’s logo in any form or medium without the Company’s prior written consent.
Payment and billing terms
a) The Company will send a quote to the Client outlining the terms of the Services to be offered. The quotes shall be in Euros (EUR), US Dollars (USD) or in the currency of the country where the service is processed, valid for 30 days from the date of quotation and payable in a currency agreeable between the Client and the Company.
b) The quote shall include the Service fee, the applicable taxes and any other government fees or disbursements necessary to render the Service.
c) The quote shall exclude some extra Services such as translations, certifications, affidavits or any other extra procedure that may be required by the Client. Such extra Services will be billed separately on a need basis. The same applies to government fees which cannot be precisely defined when the quote is issued.
d) When the fees are paid in a currency other than the reference currency used in the country concerned, as mentioned in Annex 1, the Company will apply an exchange rate based on the Central Bank exchange rates to consider currency fluctuation risk. Bank charges for international transfers and exchange fees are the sole responsibility of the Client.
e) Upon receipt of the Purchase Order, the Company will invoice the Client and start the execution of the project. If the invoice has not been paid, or partially paid, within the 30-day period authorized by the GTCs, then the Company is entitled to put the Client’s Service processing on hold until the invoice is paid in full.
f) All invoices from the Company to the Client must be fully settled within thirty (30) days of the date of the invoice or as agreed by the Parties in the Purchasing Order. All sums payable shall be due in full without any discount, deduction or set-off upon receipt of the final invoice.
g) For work permit applications, the Client will be requested to pay the government fees within 10 days after receipt of the notification sent by the regulatory authorities. Otherwise, the rejection of the permit application by the supervisory authorities, due to a failure to pay, would be the full and entire responsibility of the Client. The Client may ask the Company for a specific advance invoice for government fees. The amount of government fees is refundable if the application is rejected. In this case, the Customer may request a refund which will be honored within 30 working days.
h) The approval or rejection of an application remains the exclusive prerogative of the local administration. The Company has the obligation to make best efforts to obtain administrative authorization within communicated timelines for the Client. In the unlikely event of administrative rejection, the applications that do not end in a positive outcome will be invoiced.
i) The Company reserves the right to revise the pricing indicated in Annex 1 on an annual basis. The Company shall openly inform its Clients via its newsletter and/or social media channels of any changes made to the Rate Card.
j) The Company 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 the Company’s working papers. The Client shall acquire ownership of any product of the Services in its tangible form on payment of the Company’s Charges. For the purposes of delivering Services to the Client or other Clients, the Company shall be entitled to use, develop or share with the Client knowledge, experience and skills of general application gained through performing the Services.
Anti-corruption and transparency
a) The Company is committed to conducting business in an ethical and honest manner and is committed to implementing and enforcing systems that ensure bribery is prevented. The Company has zero tolerance for bribery and corrupt activities. The Company is committed to ensure professional ethics, fairness and integrity in all business dealings and relationships with the Government.
b) The Company shall constantly uphold all laws including local laws relating to anti-bribery and corruption in all the jurisdictions in which it operates.
c) The Company shall not pay any facilitation fees to Government Officials in order to secure or speed up a routine governmental action. Facilitation payments and kickbacks are a form of bribery which will not be made or accepted by the Company.
Conflict of interest
a) The Company may be approached to deliver Services to another party or parties who has or have business interests which compete or conflict with the Client (a “Conflicting Party” or “Conflicting Parties”).
b) The Company shall remain free to deliver Services to Conflicting Parties, except where the interests of the Conflicting Party conflict with the Client specifically and directly in relation to the subject matter of the Services. The Engagement Team shall not deliver Services to the Conflicting Party; and other ABC EXPAT staff members may only deliver Services to the Conflicting Party where appropriate barriers are put in place. The effective operation of such barriers shall constitute sufficient steps to avoid any real risk of a breach of the Company’s duty of care to the Client.
c) The Company seeks to identify Conflicting Parties in the circumstances set out in clause 7(a). I f the Client knows or becomes aware that the Company’s Engagement Team is advising or proposing to advise such a Conflicting Party, the Client shall inform the Company promptly.
d) Where a party has engaged the Company to deliver Services before the Client has done so and subsequently circumstances change, the Company may consider that, even with barriers operating, the Client’s interests are likely to be prejudiced and the Company may not be satisfied that the situation can be managed. In that event the Company may have to terminate the Services Contract and the Company shall be entitled to do so on notice taking effect immediately on delivery. The Company shall consult the Client before the Company takes that step.
Limitation of liability
The Company’s liability in connection with the Services Contract and the Services shall be limited in accordance with this clause.
a) The Company shall not be liable for any loss suffered by the client as a result of, arising from or in connection with the Services provided unless in clear cases of negligence, fraud or professional negligence as may be established by a competent court of law.
b) Any claim from the Client or Beneficiaries in respect of loss or damage suffered as a result of, arising from or in connection with the Services Contract, whether in contract or tort or under statute or otherwise, must be made within 3 years of the date of the activity giving rise to the claim.
Circumstances beyond our control
Neither the Company nor the Client shall be in breach of the Company’s contractual obligations or incur any liability to the other if the Company or the Client is unable to comply with the Services Contract as a result of any cause beyond the Company’s or the Client’s reasonable control. Circumstances beyond the Client’s control do not include financial difficulties, economic hardships or inability to pay for the Service requested. It means factors unforeseeable, and which renders the performance of the contract impractical.
In the event of any such occurrence affecting either parties, either one shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the operation of the Services Contract on notice taking effect immediately on delivery.
Third party rights
No third party who is not a signatory to the Service Contract shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of the Services Contract. The Company and the Client may rescind or vary the Services Contract without anyone else’s consent. Other Beneficiaries (if any) shall acquire rights under the Services Contract through signature by the addressee of the Purchasing Order on their behalf.
Waiver, assignment and subcontractors
a) Failure to exercise or enforce any rights shall not amount to a waiver of such rights.
b) No-one shall have the right to assign the benefit (or transfer the burden) of the Services Contract to another party.
c) The Company shall have the right to appoint sub-contractors to assist it in delivering the Services but where any such sub-contractors are not the Company’s employees, the Company shall take full responsibility for the delivery of the Service. Where the Company appoint sub-contractors under this clause, the Company may share Confidential Information with them and for all intents and purposes in connection with the Services Contract the Company shall accept responsibility for their activities which shall form part of the Services.
Obligation of third parties
If the Client is in breach of any of its/ his/ her obligations under the Services Contract and there is any claim made or threatened against the Company by a third party, the Client shall compensate the Company and protect it against any loss, damage, expense or liability incurred by the Company which results from or arises from or relates to any such breach and any such claim. If any payment is made by the Client under this clause the Client shall not seek recovery of that payment from the Company at any time.
The Service Contract
The Services Contract sets out the entire agreement and understanding between the Client and the Company in connection with the Services. Without affecting the Company’s responsibilities for other Services, it is engaged to perform on terms agreed separately in writing, the Services Contract supersedes and relieves the Client and the Company from liability (if any) that might otherwise arise from any prior agreements, understandings, arrangements, statements or representations (unless made fraudulently) as to any facts or matters relating to the Client or the Company or the Services. Any modifications or variations to the Services Contract must be in writing and signed by both parties. If there is any inconsistency between the Purchasing Order and any other elements of the Services Contract, the Purchasing Order shall prevail. If there is any inconsistency between these General Terms and Additional Terms that may apply, the Additional Terms shall prevail.
a) Either Party can terminate the Services Contract or suspend its operation by giving 15 days’ prior notice in writing to the other. Termination or suspension under this clause shall not affect any rights that may have accrued for either parties before termination or suspension and all sums due to the Company shall become payable in full when termination or suspension takes effect.
b) Any part of these GTCs which by their nature imply or give effect to their purpose to continue in force after expiry or termination of the Services Contract shall survive, such as restrictions on use or confidentiality or terms protecting against liability.
Each clause or term of the Services Contract constitutes a separate and independent provision. If any provisions of the Services Contract are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.
Governing Law and Dispute Resolution
a) This Agreement shall be governed by and construed in accordance with the laws of the Country or State where the Services are provided.
b) These General Terms and Conditions are available on the Company’s website www.abcexpat.com and are binding on the Client.
c) Kindly address any positive feedback, queries or complaints to the Company’s customer care team via firstname.lastname@example.org
d) Any dispute that is not resolved amicably between the Parties within 30 days of negotiations shall be submitted to a court of a competent jurisdiction.
e) Without prejudice any other remedies available to the Company in law, the Company reserves the right to retain any property belonging to the Client and or pursue any other remedies to enforce any liability of the Client in order to recover any payments owing to the Company under this Agreement.