The term agreement shall refer to this contract and the appendices that constitute an integral part hereto.

1. Commencement and Duration:

This Agreement starts on the Effective Date and will continue until all Services are cancelled, terminated or expire in accordance with this Agreement. Upon such determination this agreement may be renewed subject to the mutual consent of the parties. Both parties retain the right of renewal by giving the other part a one (1) month written notice of its intention of renewal and or termination.

2. Appointment and scope of service
   • The Client hereby appoints the Company, and the Company accepts the appointments by the client to provide the services agreed in this agreement pursuant to the terms and conditions hereof.
   • The services referred in this agreement shall include provision of security of guards including armed guards as stipulated in the list attached as annexure “A” forming part of this agreement.
3. The Company’s Obligations
   • Place trustworthy personnel(s) and in the numbers prescribed as agreed in clause 2.2 hereinabove.
   • The Company shall place such guards in every shift, the day shift commencing at 0600hrs to 1800hrs and night shift commencing at 1800hrs to 0600hrs everyday including public holidays, Saturdays and Sundays.
   • Remove and replace and guard(s) not conforming to the qualifications or to such other reasonably expected standards on its own or after being notified by the client.
   • Furnish all equipment’s and supplies needed by guards to carry out their duties as such including without limitation including uniforms with the respective guards.
   • Provide any additional guards whenever required by the client whether temporarily or permanently under the same terms as stipulated in this agreement.
   • The Company shall promptly notify the client through the designated contact person of occurrence of any unusual incidents immediately upon such occurrence or as soon as it is practicable thereafter.
4. Client’s Obligations
   • Grant the Company such access to the premises as may reasonably require fulfilling its obligations under this agreement.
   • Pay the Company shall promptly for the services rendered pursuant to the terms and conditions of this agreement.
   • The client shall promptly notify the Company through the designed contact person of occurrence of any unusual incidents immediately upon such occurrence or soon as it is practicable thereafter.
5. Terms and Conditions
   • The services described in this contract and its subsequent authorized addendums if any are the only services the Company will provide. Subject to the provisions of this contract, the Company shall carry out such services with proper care.
   • Where the Company provides Security Guards to protect premises and property therein, such guards shall be well trained and uniformed.
   • The Company is not an insurance; therefore, client will insure and keep insured for the duration of this Contract with reputable insurers, any premises and items of property therein to be protected hereunder as are of an insurable nature against loss or damage by fire, theft, burglary and such other reasonable risks and at the request of the company or any other of the Directors to produce to the company the policy or policies of insurance in connection therein if needed.
   • The Company shall accept liability only in the event that any such loss or damage is proved to have been directly caused by negligence or willful default of the Company or its employees in the performance of their duties, the maximum compensation shall be the aggregated sum of 10% of the contract value per annum. The liability of the Company or its servants or agents hereunder shall not on any ground or under any circumstances extended to any consequential or indirect loss sustained by the client or any other person howsoever arising.
   • No liability on the Company shall arise under clause 5.4 above unless the Client has;
     • Made in the first instance a formal report to the Police Authorities of the event giving rise to the claim and the Police abstract obtained in connection therein and
     • Given notice of claim in writing to the Company and submitted to the Company copy of the Police abstract within seven (7) working days of the occurrence of the event giving rise of the claim.
   • The Company’s employee shall not be held responsible for keys excepts in case of keys for which a written receipt shall have been issued by the Company and which keys shall have been taken into the custody of the Company’s employees for the purpose of and in accordance with the express requirements of this Contract, for any loss or damage resulting from the loss of or damage to keys and contents of the building or vehicles thereof and in particular for loss as the costs of changing locks or keys.
   • The service charges hereunder as notified by the Company to the client shall be paid to the Company promptly but in any event not later than the last day of the month that the service is provided that if the client shall be default of any payment of such charges for period of seven (7) days after the due date the Company shall without prejudice to any remedy available to it be entitled to discontinue rendering any services under the contract until effective payment is made. The client shall not withhold payment of the service charge due to the pending claims against the Company.
   • Pursuant to clause 5.7 monies not paid on due date shall be subjected to an interest surcharge of 24% or prevailing central Bank of Tanzania interest rates whichever is higher per annum. Further, all expenses incurred by the Company in recovering overdue accounts shall be charged to the client.
   • The Company reserves the right to revise rates of charges for providing the service under contract;
     • By notice if the revision is necessitated pursuant to an agreement with a Trade union which for time being represents the employees of the Company.
     • By notice if the revision arises from any action of the Government or of any local authority the effect of which is to raise the wages of the Company’s employees. In such circumstances the Company shall be entitled to backdate the revision of the rates to the date when the rise in wages become effective.
     • In the circumstances described under 5.9.1 and 5.9.2 above, the client is entitled to terminate the contract in the manner as articulated under clause 6.1 below.
   • Except with regard to the installation of Radio Alarm System and the provision of services in connection therewith, the client shall not during the continuance of Contract engage any other security firm or Company to provide similar services to those contracted hereunder in respect of the same premises.
6. Termination
   • During the continuance of this agreement, either part may terminate this agreement without assigning any reason thereto by giving one calendar month notice in writing to the other party. Alternatively, in the case of the client, termination may also be given by the payment of one calendar month’s charges in lieu of notice, however due to the man power recruitment, training and deployment the client shall not have the right to terminate the contract for the first three (3) months from the date of deployment.
   • The parties shall have the right to terminate this agreement without notice only if either party shall go into liquidation either voluntarily or compulsory (save for reconstruction or amalgamation) or shall have a receiver appointed over the whole agreement with its creditors or being a person(s) shall become bankrupt or insolvent or enter into any agreement with his/her/their creditors or takes or suffers any similar action in consequence of debt.
7. Force Majeure

In event of any strike, lock-out, other labor disputes, fuel shortages, obstruction of any private or public highway or enemy action, hostilities, riots and civil commotion or any circumstance (whether or not of similar nature to the foregoing) over which the Company has no control which causes the cessation of or substantial interference with the performance of the service by the company under this contract, the duty of the company to perform the said services shall without incurring any liability whatsoever to the clients forthwith be suspended until such circumstances shall have ceased and the client shall not be liable to make any payment for such services in respect for the period shall be credited to the period following the resumption of the said services PROVIDED that at any time during the period of such suspension either party any party may serve upon other 15days notice of termination in writing and unless the said services have been resumed before the expiration of such notice contract shall terminate in accordance with such notice.

8. Confidentiality
   • Neither party to this agreement may without the prior written consent to the other, disclose the contents of this agreement to a third party except;
   • To the respective employees, consultants or affiliate companies for the purpose of carrying out their duties herein, provided that such employees, consultants or affiliate companies agree to be bound by this confidentiality section and to any court, legislative body or administrative agency having jurisdiction.
9. Representations and Warrants

Both parties represent and warrants to other party that;

• It has full power to conclude this agreement and to perform its obligations in terms of this agreement.
• The natural person who signs and executes this Agreement on its behalf is validly and duly authorized to do so.
• It is not prohibited in terms of its founding documents or otherwise from concluding this agreement.
• To the best of its knowledge and belief, if it is not aware of the existence of any fact or circumstances that may impair its ability to comply with all its obligations in terms of the agreement;
• It is entering into this agreement with a full understanding of the terms, conditions and risks thereof and is capable of and willing to assume those risks.

10. Applicable Laws

This agreement shall be construed and in all respects be governed by the laws of United Republic of Tanzania.

11. Settlement of Disputes
    • The parties shall use their best efforts to settle amicably any dispute arising out of or in connection with this agreement or the interpretation thereof.
    • If the parties fail to reach a settlement within 30 days then either party any refer the dispute to the court of law having jurisdiction within the United Republic of Tanzania.
12. Notice

Notice shall be in writing and shall be served either by delivering them to the party to whom they are addressed by one of the following methods; Postal address or Party’s registered office and shall be acknowledged and signed for upon delivery.

13. Entire Agreement
    • The Contract and these conditions constitute the entire agreement between the Company and the client and no amendment, variation, waive or modification of any terms or conditions hereof shall be effective unless in writing and signed by or on behalf of the parties.
    • For avoidance of doubt it is hereby declared that no person other than a Director or the Company Secretary or the Principle officer with authority to negotiate or enter into any commitment on behalf of the entity. The effect of which would might (but for the present provision) involve in the legal liability.