Terms & Conditions

The Consultant offers consultancy services in relation to Environmental and Social Due Diligence of the
Kipeto Wind Park Project consultancy and has considerable skill, knowledge and experience in such
field(s).The Consultant shall provide such services to the Client on the following terms and conditions.

1. The Client hereby engages the services of the Consultant to advise and assist the Client in
connection with the services specified in the Technical and Financial Proposal (the "Services") and
the Consultant hereby agrees to provide the Services to Actis (or, if applicable, Newco) with due
care skill and diligence.
2. The timeframe for this assignment shall be as per the work schedule in the Technical Proposal
and may be varied through mutual agreement documented in writing or if terminated by either
party giving prior 28 days’ notice of termination to the other party.
3. In the event of termination, the Client shall reimburse the Consultant for all reasonably incurred
expenses and professional fees in respect of work done to the point of termination, subject in
each case to the Financial Proposal set out in this Contract.
4. The Consultant shall invoice the Client (of, if the Client so requests, Newco) as per the payment
schedule outlined in Schedule 1 and the Client (or, if applicable, Newco) shall pay the Consultant
not later than 30 days of the receipt of such invoice. Payments shall be either by cheque or
electronic transfer as per the account details provided in the invoice or as per attached Bank
Details form.
5. If the Client had delayed payments beyond thirty (30) days after the due date interest shall be
paid to the Consultant on any amount due by, not paid on, such due date for each day of delay at
the annual rate stated by the Kenya Central Bank.
6. Acceptance of this proposal shall not constitute a contract of employment. The Consultant
hereby warrants that it is a registered commercial entity for the purposes of tax and national
insurance payments and that accordingly the Client is not required to make deductions in respect
of such matters from payments made to the Consultant. The Consultant shall indemnify the Client
in respect of any claims that may be made by the relevant authorities against the Client in respect
of tax demands or national insurance or similar contributions relating to the provision of the
Services under this Contract by the Consultant.
7. Without prejudice to the Client's responsibilities under applicable law it shall for the avoidance
of doubt be the responsibility of the Consultant to take all necessary or appropriate steps to
ensure the health, safety and welfare of the Consultant and of any other persons who may be
affected by the Consultant's acts or omissions at work and furthermore to comply with any
relevant instructions issued by the Client in this regard.
8. The Consultant will, at its own cost, effect and maintain during the term of this Agreement,
comprehensive general liability insurance for any accident covering bodily injury to or death
of persons and/or loss of or damage to property of persons and equipment liability insurance
to cover owned, non-owned or leased equipment.
9. The Consultant undertakes to keep the contents and existence of this Contract, its, Actis's and
the Representatives' involvement and/or interest in the Proposed Transaction and all other
 information of a confidential nature provided to it by Actis and/or the Representatives strictly
confidential and not to disclose any such information to any person other than (i) its directors,
officers, employees and consultants who are involved in providing the Services, (ii) to the extent
required by applicable law or regulation or (iii) to the extent Actis prior approves such disclosure
in writing.
10. The Consultant hereby agrees to act for Actis on an exclusive basis in respect of the Proposed
Transaction (provided that the Consultant may act for other persons if Actis prior approves the
same in writing).
11. The Consultant agrees that any failure or delay by Actis in exercising any right, power or privilege
under this Contract will not operate as a waiver thereof, and that any single or partial waiver
thereof by Actis will not preclude any other or further exercise thereof or the exercise of any other
right, power or privilege under this Contract.
12. No person who is not a party to this Contract shall have any right to enforce any provision of this
contract (whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise).
13. This Contract and any non-contractual or other obligations arising out of or in connection with it
shall be governed by and construed in accordance with English law. The parties submit to the
exclusive jurisdiction of the English courts in respect of any claim or dispute arising out of or in
connection with this Contract, including a claim or dispute relating to any non-contractual or other
obligations arising out of or in connection with this Contract.
AGREED AND ACCEPTED BY THE PARTIES:

………………………………………….
For and on behalf of
ESF Consultants
Acting by a duly authorised signatory
Name: James Kambo
Position: Partner and ESG Lead
Date: 13th April 2017

For and on behalf of

Actis GP LLP (in its capacity as the managing general partner of certain limited partnerships
constituting Actis Energy Fund 4)
Acting by a duly authorised signatory

Name:
Position:

Date: 13/09/20