TERMS AND CONDITIONS – MULTISCOPE TLD

STANDARD CONDITIONS OF CONTRACT

These Terms and Conditions (“Conditions”) govern the provision of consultancy, technical and professional engineering services by Multiscope Engineering Consultants Limited, a company incorporated in the Republic of Kenya , whose registered office is at 809 Applewood Adams Building Ngong Road, Adams Arcade (“the Consultant”, “we”, “us”), a firm incorporated and operating in the Republic of Kenya, to the client (“the Client”, “you”).

These Conditions, together with the Consultant’s written proposal, quotation or offer (“Proposal”), the Client’s written acceptance or instruction (“Order”), and any written acknowledgement issued by the Consultant (“Acknowledgement”), constitute the entire contract (“Contract”). In the event of conflict, the order of precedence shall be: Acknowledgement, these Conditions, the Proposal, then the Order.

 

1. Definitions and Interpretation

1.1 Contract Price means the total fees and charges payable for the Services, exclusive of taxes.

1.2 Deliverables means all reports, drawings, calculations, designs, models, specifications or other outputs produced as part of the Services.

1.3 Services means the consultancy, advisory, engineering, technical or related services described in the Proposal or otherwise agreed in writing.

1.4 Applicable Law means the laws of the Republic of Kenya.

 

2. Scope and Standard of Services

2.1 The Consultant shall perform the Services with reasonable skill, care and diligence expected of a competent professional consultancy practising in Kenya.

2.2 The Consultant does not warrant that the Services or Deliverables will achieve any particular outcome, approval, certification or commercial result unless expressly stated in writing.

2.3 All warranties, representations or conditions not expressly set out in this Contract, whether implied by statute, common law or otherwise, are excluded to the maximum extent permitted by Applicable Law.

 

3. Client Obligations

3.1 The Client shall:

• provide accurate, complete and timely information, data and instructions;
• ensure access to premises, sites and personnel as reasonably required;
• appoint authorised representatives with decision‑making authority;
• obtain all necessary consents, permits, approvals and licences unless otherwise agreed.

3.2 The Consultant shall be entitled to rely on all information provided by or on behalf of the Client without independent verification.

3.3 The Consultant shall not be liable for delays, errors or additional costs arising from inaccurate, incomplete or late information supplied by the Client.

 

4. Variations and Additional Services

4.1 Any change to the scope, assumptions, programme or deliverables shall constitute a variation.

4.2 Variations shall only be effective if agreed in writing, including revised fees and timelines.

4.3 Where urgent instructions are issued verbally, the Consultant may proceed at its discretion, and such instructions shall be deemed variations once confirmed in writing.

 

5. Fees, Taxes and Expenses

5.1 Fees shall be as stated in the Proposal or, where applicable, based on agreed hourly or daily rates.

5.2 Fees are exclusive of Value Added Tax (VAT), withholding tax and any other applicable taxes, which shall be payable by the Client in accordance with Kenyan law.

5.3 The Client shall reimburse all reasonable disbursements and third‑party costs incurred in connection with the Services unless expressly included in the Contract Price.

 

6. Invoicing and Payment

6.1 Invoices shall be issued in accordance with the Proposal or, if unspecified, monthly.

6.2 Payment shall be due within 30 days of the invoice date unless otherwise agreed in writing.

6.3 The Consultant may require advance or staged payments and is not obliged to commence or continue Services until such payments are received.

6.4 Late payments shall attract interest at 2% per month or the maximum rate permitted under Kenyan law, whichever is lower, calculated daily until payment is received.

6.5 The Consultant reserves the right to suspend Services upon 7 days’ written notice if payment is overdue, without liability for resulting delay or loss.

6.6 Deliverables shall not be released, and no licence shall arise, until payment is received in full.

 

7. Programme and Completion

7.1 Any dates or programmes are estimates only. Time shall not be of the essence unless expressly stated.

7.2 The Consultant shall not be liable for delay caused by factors beyond its reasonable control or by Client default.

 

8. Acceptance of Deliverables

8.1 The Client shall review Deliverables promptly and notify the Consultant in writing of any material errors within 14 days of receipt.

8.2 Failing such notice, Deliverables shall be deemed accepted.

8.3 The Consultant’s sole obligation in respect of accepted errors shall be to correct them within a reasonable time.

 

9. Health, Safety and Site Conditions

9.1 The Client shall provide a safe working environment compliant with all applicable occupational health and safety laws in Kenya.

9.2 The Consultant may suspend or refuse to perform Services where, in its reasonable opinion, conditions are unsafe.

 

10. Intellectual Property

10.1 All intellectual property rights in pre‑existing materials, methodologies, software, know‑how and tools shall remain the property of the Consultant.

10.2 Subject to full payment, the Client is granted a non‑exclusive, non‑transferable licence to use the Deliverables solely for the purpose for which they were prepared.

10.3 The Deliverables shall not be reused, modified, relied upon for other projects, or disclosed to third parties without the Consultant’s prior written consent.

10.4 The Consultant may use non‑confidential aspects of the Services for internal purposes, marketing or professional development.

 

11. Confidentiality

11.1 Each party shall keep confidential all information marked or reasonably understood as confidential.

11.2 Confidentiality obligations shall survive completion or termination of the Contract.

 

12. Data Protection

12.1 Each party shall comply with the Data Protection Act, 2019 (Kenya) and any applicable regulations.

12.2 Personal data shall be processed only for purposes related to the Services.

 

13. Liability and Limitation of Liability

13.1 The Consultant’s total aggregate liability arising out of or in connection with the Contract, whether in contract, tort or otherwise, shall be limited to the total fees actually paid under the Contract.

13.2 The Consultant shall not be liable for:

• indirect or consequential loss;
• loss of profit, revenue, business or goodwill;
• third‑party claims arising from unauthorised use of Deliverables.

13.3 Nothing in this Contract shall exclude liability for fraud or wilful misconduct.

 

14. Indemnity

14.1 The Client shall indemnify the Consultant against all claims, losses and expenses arising from:

• Client‑supplied information;
• misuse of Deliverables;
• breach of this Contract by the Client.

 

15. Force Majeure

15.1 Neither party shall be liable for failure or delay caused by events beyond reasonable control, including natural disasters, strikes, acts of government, or epidemics.

15.2 Time for performance shall be extended accordingly.

 

16. Termination

16.1 Either party may terminate this Contract upon 14 days’ written notice.

16.2 The Consultant may terminate immediately for non‑payment, insolvency or material breach.

16.3 Upon termination, the Client shall pay for all Services performed and costs incurred up to the termination date.

 

17. Suspension

17.1 The Consultant may suspend Services for Client default, non‑payment or safety concerns.

17.2 Suspension shall not constitute breach and costs arising shall be borne by the Client.

 

18. Assignment and Sub‑Consultants

18.1 The Client may not assign the Contract without written consent.

18.2 The Consultant may engage sub‑consultants while remaining responsible for the Services.

 

19. Non‑Solicitation

19.1 The Client shall not solicit or employ the Consultant’s personnel involved in the Services during the Contract and for 12 months thereafter.

 

20. Anti‑Bribery and Ethics

20.1 Each party warrants compliance with all applicable anti‑corruption and anti‑bribery laws of Kenya.

 

21. Dispute Resolution

21.1 The parties shall first attempt in good faith to resolve any dispute or claim arising out of or in connection with this Contract through amicable negotiations.

21.2 If the dispute is not resolved within thirty (30) days of written notice, the dispute shall be finally and exclusively referred to arbitration in accordance with the Arbitration Act, 1995 (Kenya).

21.3 The seat and venue of arbitration shall be Nairobi, Kenya.

21.4 The arbitral tribunal shall consist of one arbitrator appointed by mutual agreement of the parties, failing which the arbitrator shall be appointed by the Chairperson of the Chartered Institute of Arbitrators (Kenya Branch) upon application by either party.

21.5 The language of the arbitration shall be English.

21.6 The arbitral award shall be final and binding on the parties.

 

22. Governing Law

22.1 This Contract shall be governed by and construed in accordance with the laws of the Republic of Kenya.

 

23. Entire Agreement

23.1 This Contract constitutes the entire agreement and supersedes all prior discussions or representations.

 

24. Severability

24.1 If any provision is held invalid, the remainder shall remain in full force.

25. Waiver

25.1 Failure to enforce any provision shall not constitute a waiver.

 

26. Notices

26.1 Notices shall be in writing and delivered by hand, email or registered post to the last notified address.