General Terms & Conditions

This document outlines the General Terms and Conditions under which Boma Conseil Ltd (‘Boma Conseil’) offers its services (‘Terms’).

These Terms apply to any client engaging with Boma Conseil to provide any Services (‘Client’).

These Terms are also an integral part of any engagement letter or services agreement that Boma Conseil entered with any Client to provide any Services (‘Engagement’).

Boma Conseil and the Client may be referred to, individually as ‘Party’ and collectively as ‘Parties’.

In consideration of the mutual covenants contained herein, the Parties hereby agree as follows:

1. Definitions and Interpretations

The following definitions and rules of interpretation apply to these Terms and any Engagement.

1.1 Definitions

Lois en vigueur : Toutes les lois, tous les statuts, toutes les réglementations, toutes les règles et tous les codes en vigueur à Maurice.

Lois en vigueur en matière de protection des données : Toutes les lois, tous les statuts, toutes les réglementations, toutes les règles et tous les codes en vigueur qui ont trait à la protection des données à caractère personnel à Maurice.

Boma Conseil : Boma Conseil Ltd, société de droit mauricien enregistrée sous le numéro 197873, titulaire d’une licence de conseiller en investissement (sans restriction) délivrée par la Mauritius Financial Services Commission sous le numéro IX23200003 et dont les bureaux se trouvent au C11, Domaine de Labourdonnais, Mapou, Maurice.

Client : Tout client qui fait appel à Boma Conseil pour la fourniture de services.

Données personnelles du client : Toute donnée personnelle collectée ou traitée par Boma Conseil dans le cadre de la présente mission, en qualité de sous-traitant pour le compte du client.

Documents du client : Tous les documents, informations, éléments et matériels sous quelque forme que ce soit, qu’ils soient la propriété du Client ou d’un tiers, qui sont fournis par le Client à Boma Conseil dans le cadre des Services.

Engagement : Toute lettre d’engagement, tout accord de services ou tout autre accord que Boma Conseil a conclu avec un client en vue de la prestation de services, et qui peut être modifié de temps à autre pour refléter de nouveaux services et de nouveaux frais.

Honoraires : Les paiements à effectuer pour les services, tels qu’ils sont définis dans l’Engagement correspondant.

Droits de propriété intellectuelle : les brevets, les droits d’invention, les droits d’auteur et droits voisins, les droits moraux, les marques, les noms commerciaux et les noms de domaine, le fonds de commerce et le droit d’intenter une action en concurrence déloyale, les droits sur les dessins et modèles, les droits sur les bases de données, les droits d’utiliser des informations confidentielles (y compris le savoir-faire) et d’en protéger la confidentialité, ainsi que tous les autres droits de propriété intellectuelle, dans chaque cas, qu’ils soient enregistrés ou non, y compris toutes les demandes et tous les droits de demander et d’obtenir des renouvellements ou des extensions de ces droits, ainsi que les droits de revendiquer la priorité de ces droits, et tous les droits ou formes de protection similaires ou équivalents qui existent ou existeront maintenant ou à l’avenir dans n’importe quelle partie du monde.

Applicable Laws: All applicable laws, statutes, regulations, rules and codes from time to time in force in Mauritius.

Applicable Data Protection Laws: All applicable laws, statutes, regulations, rules and codes from time to time which relate to the protection of personal data in Mauritius.

Boma Conseil: Boma Conseil Ltd, a company incorporated under the laws of Mauritius with company number 197873, which holds an Investment Adviser (Unrestricted) Licence issued by the Mauritius Financial Services Commission bearing Licence number IX23200003 and having its office address at Ex-Dépendance du Château, Domaine de Labourdonnais, Mapou, Mauritius.

Client: Any client engaging Boma Conseil to provide any Services.

Client Personal Data: Any personal data which Boma Conseil collects or processes in connection with this Engagement, in the capacity of a processor on behalf of the Client.

Client Materials: All documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to Boma Conseil in connection with any Services.

Engagement: Any engagement letter, services agreement, or such other agreement that Boma Conseil entered with any Client to provide any Services, which may be amended from time to time to reflect any new Services and Fees.

Fees: The sums payable for any Services, as set out in the respective Engagement.

Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Interests: It shall refer to any direct or indirect financial, professional, contractual, or personal stake or advantage that any Party or its employees, representatives, or affiliates may hold, which could potentially influence or appear to influence the impartiality or objectivity of that Party. These include, monetary gains, preferential treatment, proprietary information, business opportunities, and any other tangible or intangible benefits that may arise from the Party’s various relationships.

Boma Conseil’s Materials: All documents, information, items and materials in any form provided by Boma Conseil to the Client and used directly or indirectly in the supply of any Services.

Services: The services to be provided by Boma Conseil as set out in any Engagement.

VAT: Value added tax or any equivalent tax chargeable in Mauritius or elsewhere.

1.2. Clause, Annex, Schedule and paragraph headings shall not affect the interpretation of any Engagement.

1.3. The Annexes and Schedules form part of any Engagement and shall have effect as if set out in full in the body of any Engagement. Any reference to any Engagement includes the Annexes and Schedules.

1.4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6. Unless the context otherwise requires, words in the singular shall include the plural and those which are in the plural shall include the singular.

1.7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8. These Terms shall be binding on, and enure to the benefit of, the Parties to any Engagement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.9. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.10. A reference to writing or written includes email.

1.11. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

1.12. A reference to these Terms or to any Engagement or document referred to in these Terms is a reference of these Terms or such Engagement, in each case as varied from time to time.

1.13. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.14. A reference to the terms like or likely shall be construed to mean that the described event, circumstance, or condition is expected, probable, or has a similar nature, without implying any guarantee or absolute certainty.

1.15. In relation to a company, including Boma Conseil, a Group refers to that company, any of its Subsidiary or any Holding Company from time to time of that company, any subsidiary from time to time of a Holding Company of that company, or any fund under management of any such company.

1.16. A Subsidiary is defined as a company that meets any of the following criteria, with respect to its relationship to another company, referred to as the parent company:

(a) The parent company controls the composition of the subsidiary’s board of directors;

(a) The parent company can exercise, or control the exercise of, more than half the maximum voting rights at the subsidiary’s meetings;

(a) The parent company holds more than fifty percent of the subsidiary’s issued shares, excluding shares without extended rights to profits or capital; or

(a) The parent company is entitled to over half of the dividends from the subsidiary’s shares, with the same exclusion for limited-rights shares. Additionally, a company is also a subsidiary if it is controlled by another subsidiary of the parent company.

1.17. A company is deemed to be a Holding Company of another company only if the latter is its Subsidiary as per the criteria listed in clause 1.16.

1.18. Where these Terms or any Engagement require that any document, notice or the similar is signed by the Parties, whether as a variation to these Terms, any Engagement or otherwise, “signed” or any cognate expressions shall be interpreted as including signature by way of electronic signature, which is defined in the Applicable Laws.

2. Engagement

2.1. The Client agrees to engage Boma Conseil for the Services specified in the respective Engagement.

2.2. Each Engagement will detail the specific services to be provided, the scope of work, and any special considerations or objectives pertinent to the Client’s situation.

2.3. By signing any Engagement, the Client formally initiates a professional relationship with Boma Conseil and consents to the terms and conditions outlined therein, as well as those contained in these Terms.

3. Boma Conseil's responsibilities

3.1. Boma Conseil shall use reasonable endeavours to provide any Services to each Client in a timely manner in accordance with the respective Engagement.

3.2. Boma Conseil shall ensure the provision of any Services complies with all Applicable Laws.

3.3. Boma Conseil shall at all times uphold a high standard of care, competence, and diligence during the terms of any Engagement.

3.4. Boma Conseil shall promptly disclose, in writing, any conflict of interests that may emerge during the provision of any Services pursuant to clause 14 (Conflict of Interests).

4. Client's obligations

4.1. The Client shall cooperate with Boma Conseil on all matters relating to any Services.

4.2. To provide any Services effectively, the Client shall provide in a timely manner:

(a) all necessary information, documents, items and materials in any form (whether owned by the Client or third party) required by Boma Conseil; and

(b) access to his premises, office accommodation, data and other facilities as reasonably required by Boma Conseil.

4.3. The Client shall ensure that all information, documents, items and materials provided to the Boma Conseil is accurate, complete, and up to date.

5. Client’s Acknowledgement

5.1. The Client acknowledges that:

(a) his decision to engage Boma Conseil is made independently and of his own volition.

(a) there has been no coercion, undue influence, or any form of pressure from Boma Conseil that has impacted his choice.

(a) his choice to engage Boma Conseil is the result of a freely made decision, without any persuasion or pressure exerted by Boma Conseil.

6. Non-Sollicitation

6.1. The Client shall not, without the prior written consent of Boma Conseil, at any time from the date of any Engagement to the expiry of one (1) year after its termination, solicit or entice away from Boma Conseil or employ or attempt to employ, or to otherwise engage in any manner any person who is, or has been, engaged as an employee, consultant or subcontractor of Boma Conseil in the provision of any Services.

7. Fees and Costs

7.1. In consideration of the provision of any Services by Boma Conseil, the Client shall pay the Fees.

7.2. No additional costs, expenses or charges beyond the Fees shall be incurred by Boma Conseil without the written consent of the Client.

7.3. Subject to clause 7.2, the Fees exclude the following costs, expenses or charges, which shall be payable by the Client monthly in arrears, upon submission of an appropriate invoice:

(a) Reasonable out-of-pocket expenses incurred in connection with the provision of any Services under the respective Engagement, including legal fees, printing costs and other administrative fees.

(a) The cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Boma Conseil has assigned to provide any Services; and

(a) The cost to Boma Conseil of any materials or services procured by Boma Conseil from third parties, for the provision of any Services, as approved by the Client from time to time in line clause 20 (Delegation by Boma Conseil).

8. Payment Terms

8.1. For Services specified in the respective Engagement to be automatically charged to the Client’s assets or custodian account, Boma Conseil is granted the authority to charge the Fees directly to the Client’s assets or custodian account without requiring the Client’s approval. The Fees will be charged at the intervals agreed upon in the Engagement.

8.2. If such automatic charging as referred in clause 8.1 is not mentioned in the Engagement, Boma Conseil shall invoice the Client for the Fees at the intervals specified in the respective Engagement.

8.3. If no intervals are so specified, Boma Conseil shall invoice the Client at the end of each month for any Services performed during that month.

8.4. For Services invoiced, the Client shall pay each invoice submitted by Boma Conseil within seven (7) days of receipt to a bank account nominated in writing by Boma Conseil from time to time.

8.5. Without prejudice to any other right or remedy that it may have, if the Client fails to pay Boma Conseil any sum due under any Engagement on the due date:

(a) A late payment fee of 15% of the outstanding balance may be charged to the Client for payments received after the due date.

(b) Boma Conseil may suspend all or part of any Services until payment has been made in full.

(c) The Client shall be liable for all costs incurred by Boma Conseil in collecting any overdue payments, including, but not limited to, attorneys’ fees and collection agency fees.

8.6. All sums payable to Boma Conseil under any Engagement:

(a) are exclusive of VAT, and the Client shall in addition, if applicable, pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by the Applicable Laws).

9. Restriction in the use of any Services

9.1. The deliverables and recommendations to be provided as part of any Services are solely for the Client and, without the prior written consent of Boma Conseil, may not be used for any other purpose, or disclosed to any person other than the Client.

9.2. The Client will not refer to Boma Conseil, the deliverables or recommendations under any Services in any public document or communication without the prior written consent of Boma Conseil.

9.3. The Client will be solely responsible for any such public document or communication and Boma Conseil does not and shall not be represented as having accepted responsibility for or authorised the contents of such public document or communication for any purpose.

10. Intellectual property rights

10.1. Boma Conseil shall retain ownership of all Intellectual Property Rights produced while providing any Services.

10.2. Boma Conseil shall not be in breach of the Client’s Intellectual Property Rights, and the Client shall have no claim against
Boma Conseil to the extent the infringement arises from:

(a) the use of any Client Materials in the development of, or the inclusion of the Client Materials as part of any Services;

(a) any modification of any Services, other than by or on behalf of Boma Conseil; and

(a) compliance with the Client’s specifications or instructions.

10.3. The Client:

(a) warrants that the receipt and use of the Client Materials in the performance of this Engagement by Boma Conseil, shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

(a) shall indemnify Boma Conseil in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Boma Conseil arising out of or in connection with any claim brought against it, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use of the Client Materials in the performance of any Services.

11. Data protection

11.1. For the purposes of this clause, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Applicable Data Protection Laws.

11.2. Both Parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under Applicable Data Protection Laws.

11.3. The Client consents to, (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by Boma Conseil in connection with the processing of Client Personal Data, provided these are in compliance with the Applicable Data Protection Laws.

11.4. Without prejudice to clause 11.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Client Personal Data to Boma Conseil and/or lawful collection of the same by Boma Conseil for the duration and purposes of the respective Engagement.

11.5. The Client provides its prior, general authorisation for Boma Conseil to:

(a) appoint processors to process the Client Personal Data, provided that Boma Conseil:

(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Boma Conseil in this clause; and

(i) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Boma Conseil;

(b) transfer Client Personal Data outside of Mauritius as required for the purpose of any Services, provided that Boma Conseil shall ensure that all such transfers are done in accordance with Applicable Data Protection Laws.

12. Know Your Client

12.1. The Client shall supply Boma Conseil upon request and within a reasonable time frame, with all documents necessary to identify the directors, shareholders and beneficial owners of the Client in accordance with Applicable Laws and the internal “Know Your Client” procedures of Boma Conseil.

12.2. Boma Conseil shall co-operate fully with any governmental bodies responsible for combating money laundering and terrorism financing by automatically informing the relevant authorities of any fact which could be indicative of money laundering or terrorism financing and supplying to such bodies, at their request, all necessary information in accordance with the Applicable Laws.

13. Confidentiality

13.1. For the purpose of this clause, Confidential Information:

(a) can be described as and includes:

(i) All non-public information, written or oral, disclosed or made available to one Party, directly or indirectly, through any means of communication or observation by or on behalf of the other Party, related to the Party’s assets, investments, financial strategies, financial position, financial statements, tax situation, estate planning, client lists, business plans, business opportunities, and acquisition or divestiture possibilities;

(ii) Technical, commercial, financial, operational, marketing, or promotional information, and any other proprietary information or trade secrets relating to the Party’s current, future, or proposed products or services;

(i) Any data, documentation, analysis, research, development, models, forecasts, and other proprietary details provided by one Party to the other Party;

(iii) Any information concerning the identities, financial situations, investment goals, or other personal financial data of the Party’s clients or prospective clients, regardless of whether such information is identified as confidential;

(iv) Any other information that the Parties should reasonably understand to be confidential given the nature of the information and the circumstances surrounding its disclosure; and/or

(v) Notes, analyses, compilations, reports, reproductions, copies, extracts, and summaries of any of the above items or any other materials prepared based on, containing, or derived from any of the above items.

(b) shall not include:

(i) Information that is or becomes publicly known and generally available other than through a breach of these Terms or the respective Engagement by any of the Parties;

(ii) Information that was already in the possession of one of the Parties, prior to its disclosure by the other Party, as evidenced by the other Party written records;

(iii) Information that can be independently developed or construed by the Parties without reference to or use of the other
Party’s Confidential Information; and/or

(iv) Information that is lawfully obtained from a third party who has the right to make such disclosure without any obligation of confidentiality.

13.2. Each Party undertakes that it shall not at any time disclose to any person Confidential Information concerning any Services, except as permitted by clause 13.3.

13.3. Each Party may disclose the other Party’s Confidential Information:

(a) to its Group and their employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with the respective Engagement. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party’s Confidential Information comply with this clause; and

(b) as may be required by Applicable Laws, a Court of the competent Jurisdiction or any governmental or regulatory authority.

13.4. No Party shall use any other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the respective Engagement.

14. Conflict of Interest

14.1. Prior to the initiation of any Engagement, Boma Conseil conducts a thorough examination of its business operations and engagements to ascertain any potential conflict of Interests.

14.2. In the event of a potential conflict of Interests arising at any stage of the Engagement (including prior to the formalisation of any Engagement), the following steps shall be taken by Boma Conseil:

(a) Boma Conseil is obligated to disclose such conflict of Interests promptly and fully to any Client affected it. This disclosure shall encompass providing all relevant information necessary for the affected Client to comprehend the nature and implications of the conflict of Interests.

(b) Boma Conseil commits to adopting equitable measures aimed at managing and resolving any conflict of Interests. This may entail the implementation of additional procedural safeguards or operational modifications to ensure impartial and unbiased delivery of any Services to any affected Party.

(c) Upon disclosure of any Conflict of Interest, the affected Client shall retain the full autonomy to determine their preferred course of action, which may include continuing with the Services or seeking alternative service provider. Boma Conseil respects and will abide by the affected Client’s decision in this regard.

15. Limitation of liability

15.1. Boma Conseil will not be liable to the Client for any loss arising out of or in connection with the respective Engagement, in contract, tort, by statute or otherwise, unless the loss is primarily caused by the gross negligence or wilful default of Boma Conseil.

15.2. Nothing in this this clause shall limit the Client’s payment obligations under these Terms or the respective Engagement.

15.3. Nothing in these Terms shall limit the Client’s liability under clause 10.3 (Intellectual Property Rights).

15.4. Boma Conseil’s total liability to the Client shall not exceed the total amount of Fees actually paid to and received by Boma Conseil, excluding late payment fees.

15.5. This clause specifies the types of losses that are excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

15.6. Unless the Client notifies Boma Conseil that it intends to make a claim in respect of an event within the notice period, Boma Conseil shall have no liability for that event.

15.7. The notice period to make a claim in respect of an event shall start on the day on which the Client became, or ought reasonably to have become aware of and shall expire one (1) month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

16. Force majeure

16.1. Force Majeure Event means any circumstance not within a Party’s reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident; and

(g) interruption or failure of utility service.

16.2. Provided it has complied with clause 16.4, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Engagement by a Force Majeure Event (‘Affected Party’), the Affected Party shall not be in breach of these Terms, the respective Engagement or be otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

16.3. The corresponding obligations of the other Party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

16.4. The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than seven (7) days from its start, notify the other Party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations these Terms or the respective Engagement; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

16.5. If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than one (1) month, the Party not affected by the Force Majeure Event may terminate this Engagement by giving fourteen (14) days written notice to the Affected Party.

17. Termination

17.1. An Engagement can be automatically terminated, without any need of notification, upon the completion of the Services mentioned therein.

17.2. Each Party may terminate an Engagement at any time by giving the other Party not less than one (1) month written notice.

17.3. Without affecting any other right or remedy available to it, Boma Conseil may terminate any Engagement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the respective Engagement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment.

17.4. Without affecting any other right or remedy available to it, either Party may terminate this Engagement with immediate effect by giving written notice to the other Party if:

(a) the other Party commits a material breach of any term of these Terms or the respective Engagement and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;

(b) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of the Applicable laws;

(c) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors within the meaning of the Applicable Laws;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company);

(e) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party (being a company, partnership or limited liability partnership);

(f) a person becomes entitled to appoint a receiver over all or any of the assets of the other Party or a receiver is appointed over all or any of the assets of the other Party;

(g) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party’s assets and such attachment or process is not discharged within fourteen (14) days;

(h) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned above from (b) to (g) (inclusive);

(i) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(j) the other Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Terms and the respective Engagement is in jeopardy.

18. Obligations on termination and survival

18.1. On termination or expiry of the respective Engagement:

(a) the Client shall immediately pay to Boma Conseil all its outstanding unpaid invoices and interest and, in respect of any Services supplied but for which no invoice has been submitted, Boma Conseil may submit an invoice which shall be payable immediately on receipt.

(b) in the event this Engagement is terminated by the Client, all authorities given to Boma Conseil by him are ceased with immediate effect or as at such date that the Client deems fit.

(d) Boma Conseil shall, upon request, return any of the Client Materials.

18.2. On termination or expiry of the respective Engagement, the following clauses of these Terms shall continue in force: clause 1 (Interpretation), clause 5 (Non-solicitation), clause 9 (Restriction in the use of any Services), clause 10 (Intellectual property rights), clause 13 (Confidentiality), clause 15 (Limitation of liability), clause 18 (Obligations on termination and survival), clause 24 (Waiver), clause 25 (Severance), clause 26 (Inconsistency between these Terms and any Engagement), clause 30 (Multi-tiered dispute resolution procedure) and clause 33 (Governing law).

18.3. Termination or expiry of the respective Engagement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the respective Engagement which existed at or before the date of termination or expiry.

19. Assignment and other dealings

19.1. The respective Engagement is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under it.

19.2. Boma Conseil may at any time assign or deal in any other manner with any or all of its rights under the respective Engagement, provided that Boma Conseil gives prior written notice of such dealing to the Client.

20. Delegation by Boma Conseil

20.1. Boma Conseil cannot delegate any part of any Services to any other persons without the prior written consent of the Client.

21. Variation

21.1. No variation of the respective Engagement shall be effective unless it is in writing and signed by the Parties.

22. Rights and remedies

22.1. The rights and remedies provided under these Terms, or the respective Engagement are in addition to, and not exclusive of, any rights or remedies provided by the Applicable Laws.

23. Complaints

23.1. Complaints may be made by any means and should in the first instance be made to Boma Conseil. Complaints made in writing may be made to Boma Conseil to the following address

Office address:

Boma Conseil Ltd
C11 Domaine de Labourdonnais
Mapou
Maurice 31803

Or by Email :
[email protected].

23.2. In addition, the Client has the right subsequently to complain directly to the Office of the Ombudsperson for Financial Services.

24. Waiver

24.1. A waiver of any right or remedy under these Terms, the respective Engagement or in accordance with the Applicable Laws is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

24.2. A failure or delay by a Party to exercise any right or remedy provided under these Terms, the respective Engagement or by any Applicable Laws shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms, the respective Engagement or by the Applicable Laws shall prevent or restrict the further exercise of that or any other right or remedy.

25. Severance

25.1. If any clause or any part-clause of these Terms or the respective Engagement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms or the respective Engagement.

25.2. If any clause or part-clause of these Terms or the respective Engagement is deemed deleted under clause 25.1, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

26. Inconsistency between these Terms and any Engagement

26.1. If there is an inconsistency between any of the clauses of these Terms with that of any Engagement, the clauses of these Terms shall prevail.

27. No partnership or agency

27.1. Nothing in these Terms or the respective Engagement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

27.2. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

28. Notices

28.1. Any notice given to a Party under or in connection with these Terms or the respective Engagement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a corporate) or residential address (if an individual); or

(b) sent by email to the email address specified by the Parties from time to time.

28.2. Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second day after posting; or

(c) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours mean 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

28.3. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

29. Counterparts

29.1. The respective Engagement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.

30. Multi-tiered dispute resolution procedure

30.1. If a dispute arises out of or in connection with these Terms, the respective Engagement or the performance, validity or enforceability of it (‘Dispute’), then, except as expressly provided in these Terms or the respective Engagement, the Parties shall follow the procedure set out in the clause 31 (Arbitration).

30.2. A written notice of the Dispute shall be given by either Party to the other, setting out its nature and full particulars (‘Dispute Notice’), together with relevant supporting documents.

30.3. On service of the Dispute Notice, the Client and Boma Conseil shall attempt in good faith to resolve the Dispute.

30.4. If the Dispute is not resolved within one (1) month after service of the Dispute Notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of one (1) month, or the mediation terminates before the expiration of the said period of one (1) month, the Dispute shall be finally resolved by arbitration in accordance with clause 31 (Arbitration).

31. Arbitration

31.1. In the event that the Dispute is not resolved under the provisions of clause 30 (Multi-tiered dispute resolution procedure), such Dispute shall be finally settled by international arbitration under the International Arbitration Act 2008 of Mauritius as amended from time to time (‘IAA’) in accordance with the rules of the International Chamber of Commerce (‘Rules’).

31.2. The provisions of the first schedule to the IAA shall apply to the arbitration.

31.3. The number of arbitrators shall be one (1), appointed jointly by the Parties, and in the absence of agreement among the Parties, in accordance with the Rules.

31.4. The place of arbitration shall be Mauritius.

31.5. The juridical seat of arbitration shall be Mauritius.

31.6. The language to be used in the arbitral proceedings shall be the English language.

31.7. No award or procedural order made in the arbitration shall be published.

31.8. Any Dispute, controversy or claim shall be kept confidential and any proceedings before the arbitrators in relation thereto shall, with the agreement of all Parties, be heard in private.

32. Entire agreement

32.1. The respective Engagement constitutes the entire agreement among the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

32.2. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty, whether made innocently or negligently, that is not set out in these Terms or the respective Engagement.

32.3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or misstatement based on any statement in these Terms or the respective Engagement.

33. Governing law

33.1. This Engagement, these Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or its subject matter shall be governed by and construed in accordance with the laws of the Republic of Mauritius.

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