STANDARD CONTRACTUAL TERMS AND CONDITIONS FOR CONSULTING ENGAGEMENT

 

1.General Provisions

 

1.1.Consultant is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with, the Nonprofit Builder Sàrl. The manner in which Consultant’s services are rendered shall be within Consultant’s sole control and discretion. Consultant is not authorized to speak for, represent, or obligate the Nonprofit Builder Sàrl in any manner without the prior express written authorization from an officer of the Nonprofit Builder Sàrl.

 

1.2.This Agreement, together with the documents referred to in it, constitutes the entire agreement between the Parties, supersede any previous agreement or understanding in relation to its subject matter. All other terms and conditions expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law.

 

1.3.Severability: If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity or the other provisions and the remainder of the provision in question shall not be affected.

 

1.4.Modifications/Amendments: Any modification or amendment of any provision of this agreement must be in writing and bear the signature of the duly authorized representatives of both parties.

 

1.5. Overtime: Working overtime or providing services beyond the time and workload agreed by the present Agreement, are not subject to remuneration.

 

1.6.Substitute Consultant. The consultant assigned to the project cannot be changed without agreement of the Beneficiary and the Nonprofit Builder Sàrl. If unavoidable circumstances do not allow you to deliver the Services, please note that: - it is your responsibility to arrange for a substitute Consultant. Nonprofit Builder will pay you for the hours you have actually delivered and would expect you to remunerate the substitute Consultant at the same rate of remuneration. Such Consultant or time changes must be approved in advance by the Nonprofit Builder Sàrl. 

 

1.7.Financial effect when agreed services are not delivered: Nonprofit Builder will not pay for services which were not delivered. Only actual hours of engagement will be remunerated.

 

2. Duration, termination of the agreement or cancellation of the Project: This Agreement becomes effective upon the signature of both parties and will terminate upon the parties hereto performing their obligations in full. Project is considered completed once Scope of Work has been achieved and outputs delivered. 

 

2.1.The Term may be extended with the written consent of the Parties. 

 

2.2.In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 10 days' written notice to the other Party.

 

2.3.The Agreement can be cancelled or postponed upon mutual agreement of the Parties if the Beneficiary:

 

 - becomes unresponsive for more than 30 days

 - repeatedly did not show up for the workshops, meetings, coaching sessions after having been duly informed by the consultant about their dates

 - unable to continue being involved in the project activities due to a personal emergency of a key staff member, or;

 - decides that the needs and priorities of the beneficiary’s organization have changed and the support of the Consultant is no longer required

 

2.4.On termination of this Agreement, if this Agreement states that the Consultant will prepare a report, it will be provided to the Beneficiary and the Nonprofit Builder Sàrl by the Consultant.

 

3. Intellectual property: The Parties acknowledge and agree that the Beneficiary will hold all intellectual property rights in any work product resulting from the Consulting Services including, but not limited to, copyright and trademark rights. The Consultant agrees not to claim any such ownership in such work product’s intellectual property at any time prior to or after the completion and delivery of such work product to the Beneficiary.

 

4. Price / Compensation

 

4.1.Where the Price is quoted on a daily rate basis, a day shall mean up to 8 hours work. 

 

4.2.Consultant shall not charge for any costs incurred in connection with any variation in or delay to the Project resulting from the Beneficiary’s instructions or lack of instructions.

 

4.3.In consideration for the Consulting Services, the Organizer shall pay the Consultant at the rate indicated in the Statement of Work included in this Agreement. 

 

4.4. Currency: Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

 

4.5. In the event that this Agreement is terminated by the Beneficiary prior to completion of the Consulting Services but where the Consulting Services have been partially performed, the Consultant will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Consultant.

 

5. Payment: The Remuneration is paid after the Project completion, in one installment, via bank transfer. 

 

5.1.Payment is due 30 days after completion of the Project as attested by the grantee, and upon the receipt of the invoice from the Consultant. 

 

5.2. Exceptionally and upon request from the Consultant, and with the agreement of the Organizer, the payment can be made in tranches within 30 days after the issue of the invoice for the part of the work performed. The work performed includes conduction of the workshops/coaching sessions/training events for the Beneficiary. The preparation for the forthcoming workshops/coaching sessions will not be remunerated until and unless the actual workshop/coaching session has taken place. 

 

5.3.The Remuneration as it is stipulated in the Statement of Work of the present Agreement includes any taxes, surcharges or any other fees, which may be common under the domestic jurisdiction of the Consultant, and such charges cannot be added to the amount indicated in the Statement of Work. 

 

5.4.The bank transaction costs are covered by the Nonprofit Builder Sàrl. Any other banking or exchange fees charged by the local or intermediary bank of the Consultant are at the expense of the Consultant.

 

6. Reimbursement. Expenses incurred by Consultant, which are directly related to the consulting services (e.g. expenses related to travel unless explicitly approved by the Nonprofit Builder, telephone calls, and postal expenditures) are not subject to reimbursement by the Nonprofit Builder Sàrl. 

 

7. Professional travel

 

Professional travel must be explicitly approved by the Nonprofit Builder, along with a tentative budget. The budget may include travel, accommodation, a per diem, and any additional travel, health, and accident insurance.

 

When the consultant makes the travel bookings, and if the travel exceeds the tentative budget by more than 10%, the consultant needs to notify the Nonprofit Builder before making the booking.

 

Nonprofit Builder is not liable for any harm or injury or loss that may occur during the professional travel. The consultant is responsible for taking travel, accident, sickness, or injury insurance, and insurance against theft or other loss. The consultant will follow the safety advisory given by the foreign ministry of his or her country, and take all necessary safety and security precautions during travel.

 

8. Indemnifications and Taxes: In the event that, notwithstanding the position taken by the parties and their intention, the tax authorities should consider the legal relationship described in this Agreement to be an employment relationship between Nonprofit Builder and Consultant, any liability for the payment of wage tax and social security premiums in connection with this Agreement will be completely for the risk and account of Consultant. The Consultant will indemnify Nonprofit Builder against and compensate for any such claims, losses, damage and liabilities in respect of the amount of the additional assessments, including any penalties, interest and costs due in that regard. 

 

9. Benefits. In providing the Consulting Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Organizer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Organizer is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant under this Agreement.

 

10. Autonomy.  Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Consulting Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Organizer. However, the Consultant will be responsive to the reasonable needs and concerns of the Organizer.

 

11. Equipment. Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Consulting Services in accordance with the Agreement.

 

12. Evaluation: At the end of the Consulting Services, each Beneficiary will be asked to complete an evaluation questionnaire regarding the quality of the Consulting Services (content, methodology, materials, etc.). 

 

13. Nonexclusive Services: Consultant may, during the term of this Agreement, render professional services on their own account or for any other person or entity as Consultant, in Consultant sole discretion, provided that such services do not materially interfere with their performance under this Agreement.

 

14. Confidential Information

 

14.1. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Beneficiary or Organizer which would reasonably be considered to be proprietary to the Beneficiary or Organizer including, but not limited to, accounting records, business processes, and Beneficiary or Organizer records and that is not generally known in the sector and where the release of that Confidential Information could reasonably be expected to cause harm to the Beneficiary or Organizer.

 

14.2.The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Beneficiary or Organizer or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

 

14.3. All written and oral information and material disclosed or provided by the Beneficiary or Organizer to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.

 

14.4.Data Protection and Security. The Beneficiary shall be solely responsible for determining the purposes for which and the manner in which Personal Data are, or are to be, processed by Consultant.

 

14.5. Publication. Consultant will not publish any Consulting Services related information except with the prior written consent of the Beneficiary. 

 

15. Warranties, liability and indemnities.

 

15.1. Consultant undertakes to indemnify and keep indemnified Nonprofit Builder in respect of any losses, damages, costs, liabilities, penalties or claims whatsoever caused directly or indirectly by material negligence or mistake, misconduct or any failure to comply with the terms of this Agreement by the Consultant or, their employees, representatives and/or subcontractors/substitutes.

 

15.2. Consultant undertakes that it will use its reasonable endeavours to perform the Project and if any part of the Project is performed by it negligently or in breach of contract then, at the written request of the Beneficiary given within 6 months of the Completion Date, Consultant will re-perform the relevant part of the Project at no extra charge.

 

15.3. Consultant expressly does not warrant that any result or objective whether stated in this Agreement or not shall be achieved, be achievable or be attained at all or by a given Completion Date or any other date.

 

15.4. Except in the case of death or personal injury caused by Consultant’s negligence or in respect of fraud on the part of Consultant, Consultant’s liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the contract Price paid to Consultant under this Agreement.

 

15. 5. Consultant shall not be liable to the Beneficiary in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party that are: (a) of an indirect, special, or consequential nature; or (b) any loss of turnover, profits, contracts, business opportunity, or goodwill; or (c) in respect of lost, incorrect, or spoiled data.

 

15.6. The Beneficiary shall indemnify and hold harmless Consultant from all Claims and Losses arising in connection with the supply under this Agreement (or subsequent use) of any information, software, services or product (a) by Consultant or any Consultant employee or consultant (“Personnel”) to the Beneficiary; or (b) by the Beneficiary to Personnel. “Claims” shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and “Losses” shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

 

15.7. The Consultant and the Organizer hereby agree to comply with the following policies which are regarded as integral part of this agreement:

15.7.1. Safeguarding and Child Protection Policy

15.7.2. Anti-corruption and anti-bribery policy

 

15.8. Force majeure. Consultant shall not be liable under or be in breach of this Agreement for any delays or failures in performance hereof which result from circumstances beyond its reasonable control, including without limitation any delays or failures by the Beneficiary to give adequate instructions or approvals.

 

16. Notices. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties to the addresses specified herein or elsewhere within the Agreement or to such other address(es) as the Parties may specify from time to time in writing. 

 

16.1. Notices will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier. 

 

16.2. For the international postages different terms may apply. 

 

16.3. For the notices sent by email, “please confirm the receipt” request is mandatory and the notice will be deemed received upon such confirmation by the recipient.

 

17. Third parties. Nothing in this Agreement shall give any third party any benefit or any right to enforce any term of the agreement.

 

18. Disputes. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be conclusively resolved through negotiation between the parties.

 

19. Applicable law: This agreement shall be construed and take effect in accordance with the domestic laws of Switzerland. In relation to any legal action or proceedings arising out of or in connection with this agreement, the Consultant irrevocably submits to the jurisdiction of the courts of Switzerland. Should any dispute or difference arise between the parties concerning this agreement they agree that they will, in good faith, endeavor to resolve the dispute by consultation and negotiation.