Terms & Conditions

1. Services Agreement

These Terms and Conditions ("Agreement") govern the provision of consulting services by VGM Partners Ltd. ("VGM Partners," "Consultant," "we," "us," or "our") to clients ("Client," "you," or "your"). By engaging our services, you agree to be bound by this Agreement.

This Agreement, together with any proposal, statement of work, or engagement letter executed between VGM Partners and Client, constitutes the complete agreement regarding our consulting services.

2. Scope of Services

2.1 Service Description

VGM Partners provides professional consulting services in the following areas:

• Oil and Gas Engineering (Onshore and Offshore)
• Waste Management and Environmental Consulting
• Agriculture and Rural Development
• Transport and Infrastructure
• Economic Growth and Social Development
• Private Sector Development

2.2 Statement of Work

The specific services to be provided, deliverables, timeline, and fees will be outlined in a separate Statement of Work (SOW) or engagement letter. Each SOW is incorporated into this Agreement by reference.

3. Client Responsibilities

The Client agrees to:

• Provide timely access to all information, data, personnel, and facilities necessary for VGM Partners to perform the services
• Designate a primary point of contact for communication and decision-making
• Review and approve deliverables within the timeframes specified in the SOW
• Ensure the accuracy and completeness of information provided
• Comply with all applicable laws and regulations
• Make timely payment of all fees and expenses

4. Fees and Payment Terms

4.1 Fee Structure

Fees for services will be specified in the applicable SOW and may be structured as:

• Fixed fee for defined deliverables
• Time and materials based on hourly or daily rates
• Retainer arrangements
• Performance-based or success fees

4.2 Invoicing and Payment

Unless otherwise specified in the SOW:

• Invoices will be submitted monthly or upon completion of milestones
• Payment is due within thirty (30) days of invoice date
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law
• All fees are exclusive of applicable taxes, which shall be added to invoices

4.3 Expenses

Client shall reimburse VGM Partners for reasonable pre-approved expenses incurred in connection with the services, including travel, accommodation, and materials. Expenses will be invoiced with supporting documentation.

5. Intellectual Property

5.1 Pre-Existing Materials

VGM Partners retains all rights to pre-existing intellectual property, including methodologies, tools, templates, and know-how used in providing the services.

5.2 Work Product

Upon full payment of all fees, Client shall own the specific deliverables created for Client under the engagement. VGM Partners retains the right to use general knowledge, skills, and experience gained during the engagement.

5.3 License Grant

VGM Partners grants Client a non-exclusive license to use any pre-existing materials incorporated into deliverables solely for Client's internal business purposes.

6. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed by the other party. Confidential information may not be disclosed to third parties or used for any purpose other than performing obligations under this Agreement, except:

• Information that becomes publicly available through no breach of this Agreement
• Information independently developed without use of confidential information
• Information required to be disclosed by law or court order
• Information disclosed with the disclosing party's written consent

These obligations survive termination of the Agreement for a period of five (5) years.

7. Warranties and Disclaimers

7.1 Professional Standards

VGM Partners warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Our Quality Management System is in compliance with ISO 9001:2008 standards.

7.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, VGM PARTNERS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Our recommendations and advice are based on information provided by Client and our professional judgment at the time rendered. Results cannot be guaranteed.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• VGM PARTNERS' TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM
• VGM PARTNERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES
• CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE CLAIM AROSE

9. Term and Termination

9.1 Term

This Agreement commences on the effective date specified in the SOW and continues until completion of services or earlier termination.

9.2 Termination for Convenience

Either party may terminate this Agreement upon thirty (30) days' written notice. Client shall pay for all services performed and expenses incurred through the termination date.

9.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within fifteen (15) days
• Becomes insolvent or subject to bankruptcy proceedings
• Ceases business operations

9.4 Survival

Sections relating to fees, intellectual property, confidentiality, warranties, limitation of liability, and dispute resolution survive termination.

10. Independent Contractor

VGM Partners is an independent contractor, not an employee or agent of Client. Nothing in this Agreement creates a partnership, joint venture, or agency relationship. VGM Partners is solely responsible for all taxes, insurance, and benefits for its personnel.

11. Dispute Resolution

11.1 Negotiation

The parties agree to first attempt to resolve any dispute through good faith negotiations between senior representatives.

11.2 Arbitration

If negotiations fail, disputes shall be resolved through binding arbitration in Toronto, Ontario under the rules of the ADR Institute of Canada. The arbitrator's decision shall be final and binding.

11.3 Governing Law

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

12. General Provisions

12.1 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that VGM Partners may assign to an affiliate or in connection with a merger or sale of business.

12.2 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond reasonable control, including acts of God, war, strikes, or government restrictions.

12.3 Entire Agreement

This Agreement, together with any SOWs and engagement letters, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

12.4 Amendments

This Agreement may only be amended by written agreement signed by both parties.

13. Contact Information

For questions regarding these Terms & Conditions, please contact: