Terms & Conditions
TERMS AND CONDITIONS
Last Updated: May 14, 2025These Terms and Conditions (“Agreement”) govern the provision of services by Chiwempala Heritage Minerals Limited, a company incorporated under the laws of the Republic of Zambia (“Chiwempala,” “we,” “us,” or “our”), to you, the client (“Client,” “you,” or “your”). By requesting or accepting our services, you agree to be bound by this Agreement in its entirety.
1. DEFINITIONS
1.1 “Services” means any procurement, documentation, logistics, security, refinery coordination, export facilitation, or other mineral‑related services offered by Chiwempala.
1.2 “Confidential Information” means all business, technical, financial, or other proprietary information disclosed by either party, whether orally or in writing.
1.3 “Force Majeure” means any event beyond Chiwempala’s reasonable control, including natural disasters, acts of government or regulatory bodies, labor disputes, or civil unrest.
2. SCOPE OF SERVICES
2.1 Chiwempala shall perform the Services described in the signed proposal, quotation, or service package. Any additional services require written amendment to this Agreement.
2.2 Chiwempala reserves the right to subcontract portions of the Services to qualified third‑party providers, provided that Chiwempala remains fully responsible for performance.
3. CLIENT OBLIGATIONS
3.1 The Client shall provide accurate, complete, and timely information and documentation required for Chiwempala to perform the Services, including but not limited to mineral specifications, identification documents, and regulatory filings.
3.2 Failure to supply required information may result in delays or additional charges, for which the Client shall be liable.
4. FEES AND PAYMENT
4.1 Fees for Services shall be as set forth in our proposal or confirmed in writing. All fees are exclusive of VAT and other applicable taxes, which the Client shall pay.
4.2 Payment terms are Net 30 days from invoice date unless otherwise agreed in writing. Late payments incur an interest charge of 2% per month or the maximum permitted by Zambian law, whichever is lower.
4.3 Chiwempala reserves the right to suspend Services or terminate this Agreement for non‑payment.
5. LIMITATION OF LIABILITY
5.1 To the maximum extent permitted by law, Chiwempala’s total liability arising out of or related to this Agreement shall not exceed the aggregate fees paid by the Client for the specific Services giving rise to the claim.
5.2 In no event shall Chiwempala be liable for any indirect, incidental, consequential, or punitive damages, including loss of profit, loss of data, or business interruption.
6. INDEMNIFICATION
6.1 The Client shall defend, indemnify, and hold harmless Chiwempala and its officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or relating to:
a) Client’s breach of this Agreement;
b) Client’s failure to comply with applicable laws and regulations;
c) Client‑provided goods or documentation that are inaccurate or infringe third‑party rights.
7. CONFIDENTIALITY
7.1 Each party shall keep all Confidential Information strictly confidential and shall use it solely for performance or receipt of the Services.
7.2 Confidential Information shall not include information that:
a) is or becomes publicly available other than through breach of this Agreement;
b) was rightfully known to the receiving party prior to disclosure;
c) is independently developed without use of Confidential Information; or
d) is required to be disclosed by law or court order, provided the disclosing party is promptly notified.
8. DATA PROTECTION
8.1 Each party shall comply with all applicable data‑protection laws in relation to personal data processed under this Agreement.
8.2 Chiwempala shall implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.
9. FORCE MAJEURE
9.1 Neither party shall be liable for delay or failure to perform its obligations under this Agreement if prevented by Force Majeure.
9.2 The affected party shall notify the other in writing within 7 days of the Force Majeure event and shall resume performance as soon as reasonably practicable.
10. GOVERNING LAW & DISPUTE RESOLUTION
10.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Zambia.
10.2 Any dispute arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration in Lusaka under the Zambian Arbitration Act. The arbitration shall be conducted in English by a sole arbitrator agreed upon by the parties or, failing agreement, appointed by the Zambia Institute of Arbitrators.
11. TERM & TERMINATION
11.1 This Agreement shall commence on the date of the first Service request and continue until completion of the Services or termination.
11.2 Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within 30 days of written notice.
11.3 Upon termination, the Client shall pay for all Services performed up to the termination date and return or destroy all Confidential Information of Chiwempala.
12. GENERAL PROVISIONS
12.1 Amendments: This Agreement may be amended only by a written instrument signed by both parties.
12.2 Severability: If any provision is held invalid, the remainder shall continue in full force and effect.
12.3 Waiver: No waiver of any breach shall constitute a waiver of any subsequent breach.
12.4 Assignment: The Client may not assign this Agreement without Chiwempala’s prior written consent.
By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.