GENERAL CONDITIONS OF CONTRACT FOR CONSULTANCY SERVICES

____________________________________________________________________________________

[NAME OF PROCURING ENTITY]

_____________________

GENERAL CONDITIONS OF CONTRACT

FOR

CONSULTANCY SERVICES

________________________

November 2018

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Table of Contents

1. General Provisions 5
1.1 Definitions and Interpretation 5
1.2 Application of These General Conditions of Contract 6
1.3 Relationship Between the Parties 6
1.4 Law Governing Contract 6
1.5 Language 6
1.6 Notices 6
1.7 Location 7
1.8 Authority of Member in Charge 7
1.9 Authorized Representatives 7
1.10 Taxes and Duties 7
1.11 Fraud and Corruption 7
1.12 Eligibility 8
2. Commencement, Completion, Modification and Termination of Contract 9
2.1 Effectiveness of Contract 9
2.2 Termination of Contract for Failure to Become Effective 9
2.3 Commencement of Services 9
2.4 Expiration of Contract 9
2.5 Entire Agreement 9
2.6 Modifications or Variations 9
2.7 Force Majeure 10
2.8 Suspension 11
2.9 Termination 11
3. Obligations of the Consultant 13
3.1 General 13
3.2 Conflict of Interests 14
3.3 Confidentiality 14
3.4 Liability of the Consultant 15
3.5 Insurance to be Taken out by the Consultant 15
3.6 Accounting, Inspection and Auditing 15
3.7 Consultant’s Actions Requiring Procuring Entity’s Prior Approval 15
3.8 Reporting Obligations 15
3.9 Documents Prepared by the Consultant to be the Property of the Procuring Entity 16
3.10 Equipment, Vehicles and Materials Furnished by the Procuring Entity 16
3.11 Equipment and Materials Provided by the Consultants 16
3.12 Contract Administration Fee 16
4. Consultants’ Personnel and Sub-Consultants 16
4.1 General 16
4.2 Description of Personnel 16
4.3 Approval of Personnel 17
4.4 Working Hours, Overtime, Leave, etc. 17
4.5 Removal and/or Replacement of Personnel 17
4.6 Resident Project Manager 18
5. Obligations of the Procuring Entity 18
5.1 Assistance and Exemptions 18
5.2 Access to Land 19
5.3 Change in the Law Related to Taxes and Duties 19
5.4 Services, Facilities and Property of the Procuring Entity 19
5.5 Payment 19
5.6 Counterpart Personnel 19
6. Payments to the Consultant 20
6.1 Contract Price and Currency 20
6.2 Type of Contract 20
6.3 Option 1 – Payments in respect of Lump Sum Contracts 20
6.4 Option 2 – Payments in respect of Time Based Contracts 20
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6.5 Payment Schedule and Advance Payments 21

6.6 Payment Terms 22
6.7 Price Adjustments and Increases 22
7. Fairness and Good Faith 22
7.1 Good Faith 22
7.2 Operation of the Contract 22
8. Settlement of Disputes 23
8.1 Amicable Settlement 23
8.2 Dispute Resolution 23
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1. GENERAL PROVISIONS
1.1 Definitions and Interpretation
1.1.1 The definitions used in the Public Procurement and Disposal of Public
Assets Act [Chapter22:23] (“the Act”) and the Public Procurement and
Disposal of Public Assets (General) Regulations, 2018 (Statutory
Instrument 5 of 2018) (“the Regulations”), shall apply to these General
Conditions of Contract. In addition, the following words and expressions
shall have the following meanings, unless the context indicates otherwise:
“Clause” and “Sub-Clause” mean a clause or sub-clause, as the case may
be, of these General Conditions of Contract.
“Contract” means the Contract entered into between the Procuring Entity
and the Consultant, together with the Contract Documents.
“Contract Documents” means the documents listed in the Contract or
incorporated by reference in the Contract, and all attachments and
appendices to those documents as well as any amendments to them.
“Effective Date” means the date on which the Contract comes into force
pursuant to Clause 2.1.
“General Conditions of Contract”, hereinafter referred to as “GCC”,
means the conditions set out in this document.
“Key Personnel” means the Personnel referred to in Clause 4.2.1.
“Lump Sum Contract” means a contract under which the Services are
performed for an all-inclusive fixed total amount.
“Member” means any of the entities that make up the joint
venture/consortium/association; and “Members” means all these
entities.
“Party” means the Procuring Entity or the Consultant, as the case may
be, and “Parties” means both of them.
“Personnel” means professionals and support staff provided by the
Consultants or by any Sub-Consultants and assigned to perform the
Services or any part thereof.
“Reimbursable Expenses” means all assignment-related costs other than
Consultant’s remuneration.
“Services” means the services to be performed by the Consultant as
described in the Contract.
“Special Conditions of Contract”, hereinafter referred to as “SCC”,
means the conditions attached to the Contract, which shall govern the
Contract and shall prevail over these General Conditions of Contract.
“Sub-Consultants” means any person or entity to whom/which the
Consultant subcontracts any part of the Services.
“Third Party” means any person or entity other than the Procuring
Entity, the Consultant or a Sub-Consultant.
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“Time-based contract” means a contract under which the Services are

provided on the basis of fixed fee rates and payments made on the
basis of actual time spent.
1.1.2 The Contract shall be read as a whole. The Contract and the Contract
Documents (and all parts thereof) are intended to be correlative,
complementary, and mutually explanatory.
1.1.3 The headings and titles of these General Conditions of Contract shall not
limit, alter or affect the meaning of the Contract.
1.1.4 If the context so requires, the singular includes the plural and vice versa.
1.1.5 If any provision or condition of the Contract is prohibited or rendered
invalid or unenforceable, such prohibition, invalidity or unenforceability
shall not affect the validity or enforceability of any other provisions and
conditions of the Contract.
1.2 Application of These General Conditions of Contract
These General Conditions of Contract shall govern the Contract, except to the
extent that they are excluded or amended by the SCC or the Contract Agreement.
1.3 Relationship Between the Parties
Nothing contained herein shall be construed as establishing a relationship of
employer and employee or of principal and agent as between the Procuring Entity
and the Consultant. The Consultant, subject to the Contract, has complete charge
of Personnel and Sub-Consultants, if any, performing the Services and shall be
fully responsible for the Services performed by them or on their behalf under the
Contract.
1.4 Law Governing Contract
The Contract, its meaning and interpretation, and the relation between the Parties,
shall be governed by the laws of Zimbabwe.
1.5 Language
1.5.1 The Contract as well as all correspondence and documents relating to the
Contract exchanged by the Consultant and the Procuring Entity, shall be
written in English. Supporting documents and printed literature that are part
of the Contract may be in another language provided they are accompanied
by an accurate translation of the relevant passages in English, in which
case, for purposes of interpretation of the Contract, this translation shall
govern.
1.5.2 The Consultant shall bear all costs of translation to English and all risks of
the accuracy of such translation, for documents provided by the Consultant.
1.6 Notices
1.6.1 Any notice, request or consent required or permitted to be given or made
pursuant to the Contract shall be in writing. Any such notice, request or
consent shall be deemed to have been given or made when delivered in
person to an authorized representative of the Party to whom the
communication is addressed, or when sent to such Party at the address
specified in the SCC.

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1.6.2 A Party may change its address for notice by giving the other Party notice
in writing of such change to the address specified in the SCC.
1.7 Location
The Services shall be performed at such locations as are specified in the SCC and,
where the location of a particular task is not so specified, at such locations, whether
in Zimbabwe or elsewhere, as the Procuring Entity may approve.
1.8 Authority of Member in Charge
Where the Consultant consists of a joint venture/consortium/ association of more
than one entity, the Members hereby authorize the entity specified in the SCC to
act on their behalf in exercising all the Consultant’s rights and obligations towards
the Procuring Entity under the Contract, including without limitation the receiving
of instructions and payments from the Procuring Entity.
1.9 Authorized Representatives
Any action required or permitted to be taken, and any document required or
permitted to be executed under the Contract by the Procuring Entity or the
Consultant, may be taken or executed by the officials specified in the SCC.
1.10 Taxes and Duties
The Consultant, Sub-Consultants and Personnel shall pay such indirect taxes,
duties, fees and other impositions levied under the laws of Zimbabwe as are
specified in the SCC.
1.11 Fraud and Corruption
If the Procuring Entity determines that the Consultant and/or any Sub-Consultant
has engaged in corrupt, fraudulent, collusive, coercive or obstructive practices in
competing for or executing the Contract, or has otherwise acted contrary to the
obligations set out in section 72 of the Act, then the Procuring Entity may, after
giving fourteen (14) days’ notice to the Consultant, terminate the Consultant’s
employment under the Contract, and Clause 2 shall apply as if such termination
had been made under Sub-Clause 2.9.1(d).
Should the Procuring Entity determine that any personnel of the Consultant or of a
Sub-Consultant has engaged in corrupt, fraudulent, collusive, coercive, or
obstructive practice during the execution of the Contract, then the Contractor shall
ensure the removal of that personnel in accordance with Clause 4.5.
In accordance with section 42 of the Regulations, submission of a bid shall be
deemed to be an undertaking on behalf of the Contractor to accept its
responsibilities under this Sub-Clause.
For the purposes of this Sub-Clause, the following terms are defined as follows:
“corrupt practice”1 means the offering, giving, receiving or soliciting, directly or
indirectly, of anything of value in order to influence improperly the actions
of another party;

1
“Another party” means a public official acting in relation to the selection process or contract
execution. In this context, “public official” includes employees of other organizations taking or
reviewing procurement decisions.

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“fraudulent practice”2 means any knowing or reckless act or omission, including

a misrepresentation, that misleads, or attempts to mislead, a party in order to
obtain a financial or other benefit or to avoid an obligation;
“collusive practice”3 means an arrangement between two or more parties
designed to achieve an improper purpose, including improperly influencing
the actions of another party;
“coercive practice”4 means impairing or harming, or threatening to impair or
harm, directly or indirectly, any party or the property of a party in order to
influence improperly the actions of a party;
“obstructive practice” means:
(a) deliberately destroying, falsifying, altering or concealing evidence
material to an investigation or making false statements to investigators
in order to materially impede an investigation by the Procuring Entity,
the Authority or a Government agency into allegations of a corrupt,
fraudulent, coercive or collusive practice; and/or threatening, harassing
or intimidating any party in order to prevent it from disclosing its
knowledge of matters relevant to the investigation or from pursuing the
investigation; or
(b) an act intended to materially impede the exercise of the Procuring
Entity’s inspection and audit rights provided for under Clause 3.6.
1.12 Eligibility
1.12.1 The Consultant and all Sub-Consultants shall have the nationality of an
eligible country. All countries shall be eligible, except countries subject to
the following provisions:
A country shall not be eligible if:
(a) by law or lawful order, the Government of Zimbabwe prohibits
commercial relations with that country; or
(b) by an act of compliance with a decision of the United Nations
Security Council taken under Chapter VII of the Charter of the United
Nations, the Government of Zimbabwe prohibits any payments to
persons or entities in that country.
1.12.2 A Consultant or Sub-Consultant shall be deemed to have the nationality of a
country if it is a citizen or constituted, incorporated, or registered, and
operates in conformity with the provisions of the laws of that country.
1.12.3. The Consultant and all Sub-Consultants shall provide Personnel who are
citizens of eligible countries. Countries that are ineligible under this clause
shall be specified in the SCC.

2
A “party” means a public official; the terms “benefit” and “obligation” relate to the selection process
or contract execution; and the “act or omission” is intended to influence the selection process or
contract execution.
3
“Parties” means participants in the selection process (including public officials) attempting to
establish bid prices at artificial, non-competitive levels.
4
A “party” means a participant in the selection process or contract execution.

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2. COMMENCEMENT, COMPLETION, MODIFICATION AND

TERMINATION OF CONTRACT
2.1 Effectiveness of Contract
The Contract shall come into force and effect on the date (the “Effective Date”) of
the Procuring Entity’s notice to the Consultant instructing the Consultant to begin
carrying out the Services. This notice shall confirm that the effectiveness
conditions, if any, listed in the SCC have been met.
2.2 Termination of Contract for Failure to Become Effective
If the Contract has not become effective within twenty-one (21) days after the date
of Contract signature by the Parties, either Party may, by not less than fourteen
(14) days written notice to the other Party, declare the Contract to be null and void,
and in the event of such a declaration by either Party, neither Party shall have any
claim against the other Party with respect hereto.
2.3 Commencement of Services
The Consultant shall begin carrying out the Services not later than the number of
days after the Effective Date specified in the SCC.
2.4 Expiration of Contract
Unless terminated earlier pursuant to Clause 2.9, the Contract shall expire at the
end of such time period after the Effective Date as specified in the SCC.
2.5 Entire Agreement
The Contract contains all stipulations and provisions agreed by the Parties. No
agent or representative of either Party has authority to make, and the Parties shall
not be bound by or be liable for, any statement, representation, promise or
agreement not set forth in or permitted by the Contract or the Contract Documents.
2.6 Modifications or Variations
2.6.1 Any modification or variation of the terms and conditions of the Contract,
including any modification or variation of the scope of the Services, may
only be made by written agreement between the Parties. Pursuant to Clause
7.2, however, each Party shall give due consideration to any proposals for
modification or variation made by the other Party.
2.6.2 No relaxation, forbearance, delay, or indulgence by either party in
enforcing any of the terms and conditions of the Contract or the granting of
time by either party to the other shall prejudice, affect, or restrict the rights
of that party under the Contract, neither shall any waiver by either party of
any breach of Contract operate as waiver of any subsequent or continuing
breach of Contract. Any waiver of a party’s rights, powers, or remedies
under the Contract must be in writing, dated, and signed by an authorized
representative of the party granting such waiver, and must specify the right
and the extent to which it is being waived.

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2.7 Force Majeure

2.7.1 Definition
For the purposes of the Contract, “Force Majeure” means an event which is
beyond the reasonable control of a Party, is not foreseeable, is unavoidable,
and which makes a Party’s performance of its obligations under the
Contract impossible or so impractical as reasonably to be considered
impossible in the circumstances, and:
(a) includes, but is not limited to, war, riots, civil disorder, earthquake,
fire, explosion, storm, flood or other adverse weather conditions,
strikes, lockouts or other industrial action (except where such strikes,
lockouts or other industrial action are within the power of the Party
invoking Force Majeure to prevent), confiscation or any other action
by Government agencies;
(b) does not include:
(i) any event which is caused by the negligence or intentional
action of a Party or a Party’s Sub-Consultants or agents or
employees; or
(ii) any event which a diligent Party could reasonably have been
expected both to take into account at the time of the conclusion
of the Contract, and avoid or overcome in the carrying out of its
obligations hereunder; or
(iii) insufficiency of funds or failure to make any payment required
under the Contract.
2.7.2 No Breach of Contract
The failure of a Party to fulfil any of its obligations hereunder shall not be
considered to be a breach of, or default under, the Contract insofar as such
inability arises from an event of Force Majeure, provided that the Party
affected by such an event has taken all reasonable precautions, due care and
reasonable alternative measures, all with the objective of carrying out the
terms and conditions of the Contract.
2.7.3 Measures to be Taken
2.7.3.1 A Party affected by an event of Force Majeure shall continue to
perform its obligations under the Contract as far as is reasonably
practical, and shall take all reasonable measures to minimize the
consequences of any event of Force Majeure.
2.7.3.2 A Party affected by an event of Force Majeure shall notify the other
Party of such event as soon as possible, and in any case not later than
fourteen (14) days following the occurrence of such event, providing
evidence of the nature and cause of such event, and shall similarly
give written notice of the restoration of normal conditions as soon as
possible.
2.7.3.3 Any period within which a Party shall, pursuant to the Contract,
complete any action or task, shall be extended for a period equal to
the time during which such Party was unable to perform such action
as a result of Force Majeure.

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2.7.3.4 During the period of their inability to perform the Services as a result
of an event of Force Majeure, the Consultant, upon instructions by the
Procuring Entity, shall either:
(a) demobilize, in which case the Consultant shall be reimbursed
for additional costs they reasonably and necessarily incurred,
and, if required by the Procuring Entity, in reactivating the
Services; or
(b) continue with the Services to the extent possible, in which case
the Consultant shall continue to be paid under the terms of the
Contract and be reimbursed for additional costs reasonably and
necessarily incurred.
2.7.3.5 In the case of disagreement between the Parties as to the existence or
extent of Force Majeure, the matter shall be settled according to
Clause 8.
2.8 Suspension
The Procuring Entity may, by written notice of suspension to the Consultant,
suspend all payments to the Consultant under the Contract if the Consultant fails to
perform any of its obligations under the Contract, including the carrying out of the
Services, provided that such notice of suspension:
(a) shall specify the nature of the failure; and
(b) shall request the Consultant to remedy such failure within a period not
exceeding thirty (30) days after receipt by the Consultant of such
notice of suspension.
2.9 Termination
2.9.1 By the Procuring Entity
The Procuring Entity may terminate the Contract if any of the following
events occur:
(a) If the Consultant fails to remedy a failure in the performance of its
obligations hereunder, as specified in a notice of suspension pursuant
to Clause 2.8, within thirty (30) days of receipt of a notice of
suspension or within such further period as the Procuring Entity may
have subsequently approved in writing.
(b) If the Consultant becomes (or, if the Consultant consists of more than
one entity, if any of its Members becomes) insolvent or bankrupt or
enters into any agreement with its creditors for relief of debt or takes
advantage of any law for the benefit of debtors or goes into
liquidation or receivership, whether compulsory or voluntary.
(c) If the Consultant fails to comply with any final decision reached as a
result of arbitration proceedings pursuant to Clause 8.
(d) If the Consultant, in the opinion of the Procuring Entity, has engaged
in corrupt or fraudulent practices in competing for or in executing the
Contract.
(e) If the Consultant submits to the Procuring Entity a false statement
which has a material effect on the rights, obligations or interests of
the Procuring Entity.

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(f) If, as the result of Force Majeure, the Consultant is unable to perform
a material portion of the Services for a period of not less than sixty
(60) days.
(g) If the Procuring Entity, in its sole discretion and for any reason
whatsoever, decides to terminate the Contract.
If any such event occurs, the Procuring Entity shall give not less than thirty
(30) days’ written notice of termination to the Consultant, except where the
event referred to in paragraph (d) occurs, when the Procuring Entity may
terminate the Contract with immediate effect.
2.9.2 By the Consultant
The Consultant may terminate the Contract, by not less than thirty (30)
days’ written notice to the Procuring Entity, if any of the following events
occurs:
(a) if the Procuring Entity fails to pay any money due to the Consultant
pursuant to the Contract and not subject to dispute pursuant to Clause
8 within forty-five (45) days after receiving written notice from the
Consultant that such payment is overdue;
(b) if, as the result of Force Majeure, the Consultant is unable to perform
a material portion of the Services for a period of not less than sixty
(60) days;
(c) if the Procuring Entity fails to comply with any final decision reached
as a result of arbitration pursuant to Clause 8;
(d) if the Procuring Entity is in material breach of its obligations pursuant
to the Contract and has not remedied the breach within forty-five (45)
days (or such longer period as the Consultant may have subsequently
approved in writing) following the receipt by the Procuring Entity of
the Consultant’s notice specifying such breach.
2.9.3 Cessation of Rights and Obligations
Upon termination of the Contract pursuant to Clause 2.2 or 2.9, or upon
expiration of the Contract pursuant to Clause 2.4, all rights and obligations
of the Parties under the Contract shall cease, except:
(a) such rights and obligations as may have accrued on the date of
termination or expiration;
(b) the obligation of confidentiality set forth in Clause 3.3;
(c) the Consultant’s obligation to permit inspection, copying and auditing
of its accounts and records set forth in Clause 3.6; and
(d) any right which a Party may have under the laws of Zimbabwe.

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2.9.4 Cessation of Services

Upon termination of the Contract by notice of either Party to the other
pursuant to Clause 2.9.1 or 2.9.2, the Consultant shall, immediately upon
dispatch or receipt of such notice, take all necessary steps to bring the
Services to a close in a prompt and orderly manner and shall make every
reasonable effort to keep expenditures for this purpose to a minimum. With
respect to documents prepared by the Consultant and equipment and
materials furnished by the Procuring Entity, the Consultant shall proceed as
provided, respectively, by Clause 3.9 or 3.10.
2.9.5 Payment upon Termination
Upon termination of the Contract pursuant to Clause 2.9.1 or 2.9.2, the
Procuring Entity shall make the following payments to the Consultant:
(a) remuneration pursuant to Clause 6 for Services satisfactorily
performed prior to the effective date of termination, and reimbursable
expenditures pursuant to Clause 6 for expenditures actually incurred
prior to the effective date of termination; and
(b) except in the case of termination pursuant to paragraphs (a) to (e) of
Clause 2.9.1, reimbursement of any reasonable cost incidental to the
prompt and orderly termination of the Contract, including the cost of
the return travel of the Personnel and their eligible dependents.
2.9.6 Disputes about Events of Termination
If either Party disputes whether an event specified in paragraphs (a) to (f) of
Clause 2.9.1 or in Clause 2.9.2 has occurred, such Party may, within forty-
five (45) days after receipt of notice of termination from the other Party,
refer the matter for settlement in terms of Clause 8, and the Contract shall
not be terminated on account of such event except in accordance with the
terms of any resulting settlement.

3. OBLIGATIONS OF THE CONSULTANT

3.1 General
3.1.1 Standard of Performance
The Consultant shall perform the Services described in the Terms of
Reference at Section A of the Statement of Requirements at Part 2 of the
Request for Proposals for the Performance of Consultancy Services
according to the Methodology and Work Plan in Appendix A of the
Contract. The Consultant shall carry out its obligations under the Contract
with all due diligence, efficiency and economy, in accordance with
generally accepted professional standards and practices, and shall observe
sound management practices, and employ appropriate technology and safe
and effective equipment, machinery, materials and methods. The
Consultant shall always act, in respect of any matter relating to the Contract
or to the Services, in the utmost good faith towards the Procuring Entity,
and shall at all times support and safeguard the Procuring Entity’s
legitimate interests in any dealings with Sub-Consultants or Third Parties.

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3.1.2 Law Governing Services

The Consultant shall perform the Services in accordance with the laws of
Zimbabwe and shall take all practicable steps to ensure that any Sub-
Consultants, as well as the Personnel of the Consultant and any Sub-
Consultants, comply with the laws of Zimbabwe. The Procuring Entity
shall notify the Consultant in writing of relevant local customs, and the
Consultant shall, after such notification, respect such customs.
3.2 Conflict of Interests
The Consultant shall hold the Procuring Entity’s interests paramount, without any
consideration for future work, and shall strictly avoid conflict with other
assignments or its own interests. Where any such conflict becomes apparent to the
Consultant, or where the Consultant has grounds to believe that any such conflict is
likely to arise, the Consultant shall without delay disclose it to the Procuring
Entity.
3.2.1 Consultant Not to Benefit from Commissions Discounts etc.
3.2.1.1 The payment of the Consultant pursuant to Clause 6 shall constitute
the Consultant’s only payment in connection with the Contract and,
subject to Clause GCC 3.2.2, the Consultant shall not accept for its
own benefit any trade commission, discount or similar payment in
connection with activities pursuant to the Contract or in the discharge
of its obligations hereunder, and the Consultant shall use its best
efforts to ensure that any Sub-Consultants, as well as the Personnel
and agents of either of them, similarly shall not receive any such
additional payment.
3.2.1.2 Furthermore, if the Consultant, as part of the Services, has the
responsibility of advising the Procuring Entity on the procurement of
goods, works or services, the Consultant shall comply with the Act
and Regulations, and shall at all times exercise such responsibility in
the best interest of the Procuring Entity. Any discounts or
commissions obtained by the Consultant in the exercise of such
procurement responsibility shall be for the account of the Procuring
Entity.
3.2.2 Consultant and Affiliates Not to Engage in Certain Activities
The Consultant agrees that, during the term of the Contract and after
its termination, the Consultant and any entity affiliated with the
Consultant, as well as any Sub-Consultants and any entity affiliated
with such Sub-Consultants, shall be disqualified from providing
goods, works or services (other than consulting services) resulting
from or directly related to the Consultant’s Services for the
preparation or implementation of the project.
3.2.3 Prohibition of Conflicting Activities
The Consultant shall not engage, and shall cause their Personnel as
well as their Sub-Consultants and their Personnel not to engage, either
directly or indirectly, in any business or professional activities that
would conflict with the activities assigned to them under the Contract.

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3.3 Confidentiality
Except with the prior written consent of the Procuring Entity, the Consultant and
the Personnel shall not at any time communicate to any person or entity any
confidential information acquired in the course of the Services, nor shall the
Consultant and the Personnel make public the recommendations formulated in the
course of, or as a result of, the Services.
3.4 Liability of the Consultant
The Consultants’ liability under the Contract shall be provided by the laws of
Zimbabwe.
3.5 Insurance to be Taken out by the Consultant
The Consultant:
(a) shall take out and maintain, and shall cause any Sub-Consultants to
take out and maintain, at their (or the Sub-Consultants’, as the case
may be) own cost but on terms and conditions approved by the
Procuring Entity, insurance against the risks, and for the coverages
specified in the SCC; and
(b) at the Procuring Entity’s request, shall provide evidence to the
Procuring Entity showing that such insurance has been taken out and
maintained and that the current premiums therefore have been paid.
3.6 Accounting, Inspection and Auditing
The Consultant shall permit the Procuring Entity and/or persons appointed by the
Procuring Entity to inspect its accounts and records as well as those of its Sub-
Consultants relating to the performance of the Contract. The Consultant’s attention
is drawn to Clause 1.9 which provides, inter alia, that acts intended to materially
impede the exercise of the Procuring Entity’s inspection and audit rights provided
for under this Clause constitute a prohibited practice subject to contract
termination.
3.7 Consultant’s Actions Requiring Procuring Entity’s Prior Approval
The Consultant shall obtain the Procuring Entity’s prior approval in writing before
taking any of the following actions:
(a) any change or addition to the Personnel listed in Appendix B of the
Contract or to their working hours or period of engagement;
(b) subcontracts: The Consultant may subcontract work relating to the
Services to an extent and with such experts and entities as may be
approved in advance by the Procuring Entity. Notwithstanding such
approval, the Consultant shall retain full responsibility for the
Services. In the event that any Sub-Consultants are found by the
Procuring Entity to be incompetent or incapable in discharging
assigned duties, the Procuring Entity may request the Consultant to
provide a replacement, with qualifications and experience acceptable
to the Procuring Entity, or to resume the performance of the Services
itself;
(c) any other action that may be specified in the SCC.

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3.8 Reporting Obligations

The Consultant shall submit to the Procuring Entity the reports and documents
specified in Section A of the Statement of Requirements in Part 2 of Request for
Proposals for the Selection of Consultancy Services, in the form, in the numbers
and within the time periods set forth in the said Section. Final reports shall be
delivered in electronic format in addition to the hard copies specified in the said
Section.
3.9 Documents Prepared by the Consultant to be the Property of the
Procuring Entity
All plans, drawings, specifications, designs, reports, other documents and software
prepared by the Consultant for the Procuring Entity under the Contract shall
become and remain the property of the Procuring Entity, and the Consultant shall,
not later than upon termination or expiration of the Contract, deliver all such
documents to the Procuring Entity, together with a detailed inventory thereof. The
Consultant may retain a copy of such documents and software, and use such
software for their own use with prior written approval of the Procuring Entity. If
licence agreements are necessary or appropriate between the Consultant and third
parties for purposes of development of any such computer programs, the
Consultant shall obtain the Procuring Entity’s prior written approval to such
agreements, and the Procuring Entity shall be entitled at its discretion to make its
approval conditional upon its recovering the expenses related to the development
of the program(s) concerned. Other restrictions about the future use of these
documents and software, if any, shall be specified in the SCC.
3.10 Equipment, Vehicles and Materials Furnished by the Procuring
Entity
Equipment, vehicles and materials made available to the Consultant by the
Procuring Entity, or purchased by the Consultant wholly or partly with funds
provided by the Procuring Entity, shall be the property of the Procuring Entity and
shall be marked accordingly. Upon termination or expiration of the Contract, the
Consultant shall make available to the Procuring Entity an inventory of such
equipment, vehicles and materials and shall dispose of such equipment and
materials in accordance with the Procuring Entity’s instructions. While in
possession of such equipment, vehicles and materials, the Consultant, unless
otherwise instructed by the Procuring Entity in writing, shall insure them at the
expense of the Procuring Entity in an amount equal to their full replacement value.
3.11 Equipment and Materials Provided by the Consultants
Equipment, vehicles and materials which are the property of the Consultant and/or
its Personnel or Sub-Consultants and which are brought into Zimbabwe for the
Project or their personal use shall remain their property.
3.12 Contract Administration Fee
The Contractor shall pay the Contract Administration Fee set out in Part V of the
Fifth Schedule to the Regulations if so indicated in the SCC.

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4. CONSULTANTS’ PERSONNEL AND SUB-CONSULTANTS

4.1 General
The Consultant shall employ and provide such qualified and experienced Personnel
and Sub-Consultants as are required to carry out the Services.
4.2 Description of Personnel
4.2.1 The title, agreed job description, minimum qualifications and estimated
period of engagement in the carrying out of the Services of each of the
Consultant’s Key Personnel are described in Appendix B of the Contract.
4.2.2 If required to comply with the provisions of Clause 3.1.1, adjustments with
respect to the estimated periods of engagement of Key Personnel set forth
in Appendix B of the Contract may be made by the Consultant by written
notice to the Procuring Entity, provided that:
(a) such adjustments shall not alter the originally estimated period of
engagement of any individual by more than 10 per cent or one week,
whichever is larger, and
(b) the aggregate of such adjustments shall not cause payments under the
Contract to exceed the ceilings set out in Clause 6.1.
Any other such adjustments shall only be made with the Procuring Entity’s
written approval.
4.2.3 If additional work is required beyond the scope of the Services specified in
Appendix A of the Contract, the estimated periods of engagement of Key
Personnel set forth in Appendix B may be increased by agreement in
writing between the Procuring Entity and the Consultant. Payments under
the Contract, as amended under this paragraph, shall not exceed the ceilings
set forth in Clause 6.1, unless the excess is explicitly mentioned in the
agreement.
4.3 Approval of Personnel
The Key Personnel and Sub-Consultants listed by title as well as by name in
Appendix B of the Contract and their period of engagement are hereby approved
by the Procuring Entity. In respect of other Personnel which the Consultant
proposes to use in carrying out the Services, the Consultant shall submit to the
Procuring Entity a copy of their Curricula Vitae (CVs) for review and approval. If
the Procuring Entity does not object in writing (stating the reasons for the
objection) within twenty-one (21) days from the date of receipt of any such CV,
such Personnel shall be deemed to have been approved by the Procuring Entity.
4.4 Working Hours, Overtime, Leave, etc.
4.4.1 Working hours and holidays for Key Personnel shall be as described in
Appendix B of the Contract.
4.4.2 The Key Personnel shall not be entitled to be paid for overtime. Any
provision for paid sick leave or additional vacation leave shall be dependent
on the contractual terms agreed between the Consultant and the Personnel
concerned and shall be a cost to the Consultant not to the Procuring Entity.
The Consultant’s remuneration shall be deemed to cover these items. All
leave to be allowed to the Personnel is included in the staff-months of

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service set forth in Appendix B of the Contract Agreement. The taking of

leave by Personnel shall be subject to the prior approval of the Consultant
who shall ensure that absence for leave purposes will not delay the progress
and adequate supervision of the Services.
4.5 Removal and/or Replacement of Personnel
4.5.1 Except as the Procuring Entity may otherwise agree, no changes shall be
made in the Personnel. If, for any reason beyond the reasonable control of
the Consultant, such as retirement, death, medical incapacity, among others,
it becomes necessary to replace any of the Personnel, the Consultant shall
forthwith provide as a replacement a person of equivalent or better
qualifications.
4.5.2 If the Procuring Entity:
(a) finds that any of the Personnel has committed serious misconduct or
has been charged with having committed a criminal action; or
(b) has reasonable cause to be dissatisfied with the performance of any of
the Personnel,
then the Consultant shall, at the Procuring Entity’s written request
specifying the grounds therefor, forthwith provide as a replacement a
person with qualifications and experience acceptable to the Procuring
Entity.
4.5.3 Any of the Personnel provided as a replacement under paragraph (a) or (b)
of Clause 4.5.2, as well as any reimbursable expenditures (including
expenditures due to the number of eligible dependents) the Consultants may
wish to claim as a result of such replacement, shall be subject to the prior
written approval by the Procuring Entity. Except as the Procuring Entity
may otherwise agree:
(a) the Consultant shall bear all additional travel and other costs arising
out of or incidental to any removal and/or replacement; and
(b) the remuneration to be paid for any of the Personnel provided as a
replacement shall not exceed the remuneration which would have
been payable to the Personnel replaced.
4.6 Resident Project Manager
If required by the SCC, the Consultant shall ensure that, at all times during the
Consultant’s performance of the Services in Zimbabwe, a resident project manager
acceptable to the Procuring Entity takes charge of the performance of such
Services.

5. OBLIGATIONS OF THE PROCURING ENTITY

5.1 Assistance and Exemptions
Unless otherwise specified in the SCC, the Procuring Entity shall use its best
efforts to:
(a) assist the Consultant, Sub-Consultants and Personnel to obtain work
permits and such other documents as are necessary to enable them to
perform the Services;

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(b) assist the Consultant, Sub-Consultants and Personnel to obtain

prompt clearance through customs of any property required for the
Services and of the personal effects of the Personnel and their eligible
dependents;
(c) secure that officials, agents and representatives of the Government are
given such instructions as may be necessary or appropriate for the
prompt and effective implementation of the Services;
(d) assist the Consultant and the Personnel and any Sub-Consultants
employed by the Consultant for the Services to obtain exemption
from any requirement to register or obtain any permit to practise their
profession or to establish themselves either individually or as a
corporate entity according to the laws of Zimbabwe;
(e) provide to the Consultant, Sub-Consultants and Personnel any such
other assistance as may be specified in the SCC.
5.2 Access to Land
The Procuring Entity warrants that the Consultant shall have, free of charge,
unimpeded access to all land in Zimbabwe in respect of which access is required
for the performance of the Services. The Procuring Entity will be responsible for
any damage to such land or any property thereon resulting from such access and
will indemnify the Consultant and each of the Personnel in respect of liability for
any such damage, unless such damage is caused by the default or negligence of the
Consultant or any Sub-Consultants or the Personnel of either of them.
5.3 Change in the Law Related to Taxes and Duties
If, after the date of the Contract, there is any change in the law of Zimbabwe with
respect to taxes and duties which increases or decreases the cost incurred by the
Consultant in performing the Services, then the remuneration and reimbursable
expenses otherwise payable to the Consultant under the Contract shall be increased
or decreased accordingly by agreement between the Parties hereto, and
corresponding adjustments shall be made to the ceiling amounts specified in
Clause 6.1.
5.4 Services, Facilities and Property of the Procuring Entity
5.4.1 The Procuring Entity shall make available to the Consultant and the
Personnel, for the purposes of the Services and free of any charge, the
services, facilities and property described in the SCC at the times and in the
manner specified therein.
5.4.2 In the event that such services, facilities and property are not be made
available to the Consultant as and when specified in the SCC, the Parties
shall agree on:
(a) any time extension that it may be appropriate to grant to the
Consultant for the performance of the Services;
(b) the manner in which the Consultant shall procure any such services,
facilities and property from other sources; and
(c) the additional payments, if any, to be made to the Consultant as a
result thereof pursuant to Clause 6.7.2.

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5.5 Payment
In consideration of the Services performed by the Consultant under the Contract,
the Procuring Entity shall make to the Consultant such payments and in such
manner as is provided by Clause 6.
5.6 Counterpart Personnel
5.6.1 The Procuring Entity shall make available to the Consultant free of charge
such professional and support counterpart personnel, to be nominated by
the Procuring Entity with the Consultant’s advice, if specified in the SCC.
5.6.2 If counterpart personnel are not provided by the Procuring Entity to the
Consultant as and when specified in the SCC, the Procuring Entity and the
Consultant shall agree on:
(a) how the affected part of the Services shall be carried out, and
(b) the additional payments, if any, to be made by the Procuring Entity to
the Consultant as a result thereof pursuant to Clause 6.7.2.
5.6.3 Professional and support counterpart personnel, excluding Procuring
Entity’s liaison personnel, shall work under the exclusive direction of the
Consultant. If any member of the counterpart personnel fails to perform
adequately any work assigned to such member by the Consultant that is
consistent with the position occupied by such member, the Consultant may
request the replacement of such member, and the Procuring Entity shall not
unreasonably refuse to act upon such request.

6. PAYMENTS TO THE CONSULTANT

6.1 Contract Price and Currency
6.1.1 The Contract price shall be expressed as a specific amount or amounts in
the Agreement representing:
(a) the total amount payable for a Lump Sum contract; or
(b) the maximum amount for a Time Based contract.
6.1.2 Payments shall be made in the currency or currencies of the contract price,
unless otherwise specified in the SCC.
6.2 Type of Contract
6.2.1 In consideration of the Services performed by the Consultant under the
Contract, the Procuring Entity shall make to the Consultant such payments
in such manner as is provided for by the Contract.
6.2.2 The type of Contract shall be as specified in the SCC and payments shall be
in accordance with the provisions of:
(a) Clause 6.3, Option 1 in the case of Lump Sum contracts; or
(b) Clause 6.4, Option 2 in respect of Time Based contracts.
6.3 Option 1 – Payments in respect of Lump Sum Contracts
6.3.1 The Contract Price shall be a fixed total lump-sum including all Personnel
costs, Sub-consultants’ costs, printing, communications, travel,
accommodation, and all other costs required to carry out the Services
described in the Contract.

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6.3.2 The Contract Price may be increased only through amendment of the
Contract in accordance with Clause 2.6.
6.3.3 The price for any additional services, as may be agreed in accordance with
Clause 2.6, shall be determined using the Breakdown of Contract Price in
the Contract.
6.4 Option 2 – Payments in respect of Time Based Contracts
6.4.1 The Contract Price shall be a maximum amount, based on the Breakdown
of Cost Estimates in the Contract.
6.4.2 Payment shall be made for the time actually spent and for reimbursable
expenses actually incurred by the Consultant in the performance of the
Services.
6.4.3 Fees for the Personnel shall be determined on the basis of time actually
spent by the Personnel in the performance of the Services after the date
determined in accordance with the Commencement Date of the Services, or
such other date as the Parties may agree in writing, and at the rates
specified in the Contract. Personnel time spent in the performance of the
Services shall include time for necessary travel via the most direct route, at
the rates detailed in the Contract, unless otherwise specified in the SCC.
6.4.4 Reimbursable expenditures shall include costs actually and reasonably
incurred by the Consultant in the performance of the Services, as specified
in the Contract.
6.4.5 The Consultant’s total remuneration shall not exceed the Contract price.
The Consultant shall notify the Procuring Entity as soon as cumulative
charges incurred for the Services have reached 80% of the Contract price.
6.4.6 Separate invoices shall be submitted for fees and for reimbursable
expenditure.
6.4.7 A final payment shall be made against submission by the Consultant of a
final statement, identified as such and approved by the Procuring Entity.
The final statement shall be deemed approved by the Procuring Entity
ninety calendar days after receipt by the Procuring Entity unless the
Procuring Entity, within this period, gives written notice to the Consultant
specifying in detail deficiencies in the Services, the deliverables or the final
statement.
6.4.8 Any amount which the Procuring Entity has paid or caused to be paid
which is in excess of the amounts actually payable in accordance with the
provisions of the Contract, shall be reimbursed by the Consultant to the
Procuring Entity within thirty (30) days after receipt by the Consultant of a
notice thereof. Any such claim by the Procuring Entity for reimbursement
must be made within twelve months after receipt by the Procuring Entity of
a final statement approved by the Procuring Entity.
6.5 Payment Schedule and Advance Payments
6.5.1 All payments under the Contract shall be made in accordance with the
payment schedule specified in the SCC.
6.5.2 All payments under the Contract shall be made to the accounts of the
Consultant specified in the SCC.

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6.5.3 Unless otherwise stated in the SCC, where any payment is made in advance
of any deliverables as an advance payment, the payment shall be made
against the provision by the Consultant of a bank guarantee for the same
amount, and shall be valid for the period stated in the SCC.
6.5.4 Should the advance payment guarantee cease to be valid and the Consultant
fails to re-validate it, a deduction equal to the amount of the advance
payment may be made by the Procuring Entity from future payments due to
the Consultant under the Contract.
6.5.5 If a Contract is terminated for any reason, the guarantee securing the
advance may be invoked in order to recover the balance of the advance still
owed by the Consultant.
6.6 Payment Terms
6.6.1 Unless otherwise specified in the SCC, payments shall be made by the
Procuring Entity, no later than sixty (60) days after submission of a request
for payment by the Consultant.
6.6.2 The Consultant’s request for payment shall be made to the Procuring Entity
in writing, accompanied by invoices and supporting documents. The
supporting documentation required shall be as specified in the SCC.
6.6.3 The Procuring Entity shall notify the Consultant of the inadmissibility of a
request for payment due to an error, discrepancy, omission or any other
reason so that the Parties may resolve such error, discrepancy, omission or
other fault and agree a solution to enable payment of the corrected request
for payment. The Procuring Entity shall not unreasonably withhold
payment of any undisputed portion of a request for payment. Should any
discrepancy be found to exist between actual payment made and costs
authorised to be incurred by the Consultant, the Procuring Entity may add
or subtract the difference from any subsequent payments.
6.6.4 Unless otherwise stated in the SCC, if the Procuring Entity has delayed
payments beyond fifteen (15) days after the due date stated in the SCC,
interest shall be paid to the Consultant for each day of delay at the inflation
rate published by the Reserve Bank of Zimbabwe at http://www.rbz.co.zw.
6.7 Price Adjustments and Increases
6.7.1 Prices charged by the Consultant for the Services performed under the
Contract shall not vary from the prices quoted in the Contract, with the
exception of any price adjustments authorised in the SCC.
6.7.2 Notwithstanding Clauses 6.3 and 6.4, if pursuant to Clause 5.3, 5.4 or 5.6,
the Parties agree that additional payments shall be made to the Consultant
in order to cover any necessary additional expenditures not envisaged in the
cost estimates referred to in Clause 6.1, the Contract Price set forth in
Clause 6.1 shall be increased by the amount or amounts, as the case may be,
of any such additional payments.

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7. FAIRNESS AND GOOD FAITH

7.1 Good Faith
The Parties undertake to act in good faith with respect to each other’s rights under
the Contract and to adopt all reasonable measures to ensure the realization of the
objectives of the Contract.
7.2 Operation of the Contract
The Parties recognize that it is impractical in the Contract to provide for every
contingency which may arise during the life of the Contract, and the Parties hereby
agree that it is their intention that the Contract shall operate fairly as between them,
and without detriment to the interest of either of them, and that, if during the term
of the Contract either Party believes that the Contract is operating unfairly, the
Parties will use their best efforts to agree on such action as may be necessary to
remove the cause or causes of such unfairness, but no failure to agree on any action
pursuant to this Clause shall give rise to a dispute subject to arbitration in
accordance with Clause 8.

8. SETTLEMENT OF DISPUTES
8.1 Amicable Settlement
The Procuring Entity and the Consultant shall make every effort to resolve
amicably, by direct informal negotiation, any disagreement or dispute arising
between them under or in connection with the Contract or its interpretation.
8.2 Dispute Resolution
8.2.1 If, after twenty-eight (28) days, the Parties have failed to resolve their
dispute or difference by such mutual negotiation, then either Party may give
notice to the other Party of its intention to commence arbitration under the
Arbitration Act [Chapter 7:15], as amended.
8.2.2 Notwithstanding any reference to arbitration in the Contract:
(a) the Parties shall continue to perform their respective obligations under
the Contract unless they otherwise agree; and
(b) the Procuring Entity shall pay the Consultant any moneys due to the
Consultant.

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