Client Onboarding Agreement
Afrivest Projects Limited is a Zambian company engaged in mineral trade facilitation, mine investment advisory, and related professional services within the mining sector.
The Client wishes to engage Afrivest Projects Limited to provide the services described herein in connection with the Client's mineral assets, mine operations, or investment activities.
Both parties agree that this Agreement shall be binding and enforceable in accordance with the laws of the Republic of Zambia.
NOW THEREFORE, in consideration of the mutual covenants and obligations set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:
means this Client Onboarding Agreement together with all Schedules attached hereto.
means Afrivest Projects Limited, a company registered under the Companies Act, Chapter 388 of the Laws of Zambia.
means the mine owner, investor, or authorised representative identified on the cover page and in Schedule A.
means the mineral trade facilitation, investment advisory, due diligence, and related professional services described in Clause 3 and Schedule B.
means any non-public technical, commercial, financial, or operational information disclosed by either party in connection with this Agreement.
means any mining licence, exploration licence, mineral deposit, ore stockpile, or related asset owned or controlled by the Client.
means the laws of the Republic of Zambia, including but not limited to the Mines and Minerals Development Act No. 11 of 2015, the Companies Act Chapter 388, the Anti-Money Laundering and Combating of Financing of Terrorism Act No. 10 of 2010, and the Income Tax Act Chapter 323.
means any event beyond a party's reasonable control, including acts of God, government action, civil unrest, or natural disaster.
Commencement and Duration
This Agreement shall commence on the date of the last signature affixed hereto (the "Effective Date") and shall remain in force for an initial period of twelve (12) months, unless earlier terminated in accordance with Clause 10.
Upon expiry of the initial term, this Agreement shall automatically renew for successive periods of twelve (12) months unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiry of the then-current term.
Companies Act, Cap. 388 § 206 — Contracts entered into by a company are binding upon execution by an authorised signatory.
Scope of Services
Subject to the terms of this Agreement, Afrivest shall provide the Client with the following services (the "Services"), as further detailed in Schedule B:
Mineral trade facilitation — connecting the Client with verified buyers, sellers, and off-take partners on the Afrivest Exchange platform.
Mine investment advisory — providing strategic guidance on mine development, capital structuring, and investor engagement.
Due diligence support — assisting the Client in preparing technical, legal, and financial documentation for investor or regulatory review.
Regulatory compliance guidance — advising on obligations under the Mines and Minerals Development Act No. 11 of 2015 and related legislation.
Such additional services as the parties may agree in writing from time to time.
Afrivest shall perform the Services with reasonable skill, care, and diligence consistent with professional standards applicable in the Zambian mining sector.
Client Obligations
The Client shall, throughout the term of this Agreement:
Provide Afrivest with accurate, complete, and up-to-date information regarding the Client's identity, mineral assets, and business operations.
Hold and maintain all licences, permits, and approvals required under the Mines and Minerals Development Act No. 11 of 2015 and any other Applicable Law.
Comply with all anti-money laundering and know-your-customer requirements under the Anti-Money Laundering and Combating of Financing of Terrorism Act No. 10 of 2010.
Promptly notify Afrivest of any material change in the Client's ownership structure, licensing status, or financial position.
Pay all fees and charges in accordance with Clause 5 and Schedule C.
Not engage in any activity that would constitute a breach of Applicable Law or bring Afrivest into disrepute.
Fees and Payment
The Client shall pay Afrivest the fees set out in Schedule C in accordance with the payment terms specified therein. All fees are quoted in United States Dollars (USD) unless otherwise agreed in writing.
Retainer Fee: A monthly retainer as specified in Schedule C, payable in advance on the first business day of each calendar month.
Success Fee: A percentage of the transaction value as specified in Schedule C, payable within fourteen (14) days of the completion of a transaction facilitated by Afrivest.
Late Payment: Amounts outstanding beyond the due date shall attract interest at the rate of two percent (2%) per month, compounded monthly, in accordance with the Interest on Arrears Act, Cap. 397.
Taxes: All fees are exclusive of applicable taxes. The Client shall be responsible for any withholding tax obligations under the Income Tax Act, Cap. 323.
Confidentiality
Each party undertakes to keep confidential all Confidential Information received from the other party and shall not disclose such information to any third party without the prior written consent of the disclosing party, except:
as required by Applicable Law or by order of a competent court or regulatory authority;
to professional advisers who are bound by equivalent confidentiality obligations; or
to the extent that such information is or becomes publicly available through no fault of the receiving party.
This obligation of confidentiality shall survive the termination or expiry of this Agreement for a period of five (5) years.
Intellectual Property
All intellectual property rights in any reports, analyses, models, or materials created by Afrivest in the performance of the Services shall vest in Afrivest unless otherwise agreed in writing. Afrivest grants the Client a non-exclusive, non-transferable licence to use such materials solely for the purposes contemplated by this Agreement.
The Client retains all intellectual property rights in any data, documents, or materials provided to Afrivest for the purposes of this Agreement.
Liability and Indemnity
Afrivest's total aggregate liability to the Client under or in connection with this Agreement shall not exceed the total fees paid by the Client to Afrivest in the three (3) months immediately preceding the event giving rise to the claim.
Neither party shall be liable for any indirect, consequential, special, or punitive loss or damage, including loss of profit, loss of revenue, or loss of business opportunity.
The Client shall indemnify and hold harmless Afrivest against any claims, losses, damages, costs, or expenses (including legal fees) arising from: (a) the Client's breach of this Agreement; (b) the Client's breach of Applicable Law; or (c) any inaccuracy in information provided by the Client.
Law Reform (Miscellaneous Provisions) Act, Cap. 74 — Governs contractual liability and indemnity provisions under Zambian law.
Data Protection and Privacy
Both parties shall comply with all applicable data protection laws in the Republic of Zambia, including the Data Protection Act No. 3 of 2021. Afrivest shall process personal data provided by the Client solely for the purposes of performing the Services and shall implement appropriate technical and organisational measures to protect such data.
The Client consents to Afrivest sharing Client data with regulatory authorities, financial institutions, and professional advisers to the extent necessary to perform the Services or comply with Applicable Law.
Termination
Either party may terminate this Agreement:
For convenience — by providing thirty (30) days' written notice to the other party.
For material breach — immediately upon written notice if the other party commits a material breach and fails to remedy such breach within fourteen (14) days of receiving written notice specifying the breach.
For insolvency — immediately upon written notice if the other party becomes insolvent, enters into liquidation, or has a receiver appointed over its assets under the Corporate Insolvency Act No. 9 of 2017.
For regulatory non-compliance — immediately if the Client's mining licence is revoked, suspended, or lapses under the Mines and Minerals Development Act No. 11 of 2015.
Upon termination, the Client shall pay all outstanding fees and reimburse Afrivest for any reasonable costs incurred up to the date of termination. Clauses 6, 7, 8, and 12 shall survive termination.
Force Majeure
Neither party shall be in breach of this Agreement or liable for any delay or failure to perform its obligations to the extent that such delay or failure results from a Force Majeure event. The affected party shall promptly notify the other party of the Force Majeure event and its expected duration.
If a Force Majeure event continues for more than sixty (60) days, either party may terminate this Agreement by providing fourteen (14) days' written notice, without liability to the other party.
Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Zambia.
Negotiation: The parties shall first attempt to resolve any dispute through good-faith negotiation within twenty-one (21) days of written notice of the dispute.
Mediation: If negotiation fails, the parties shall submit the dispute to mediation administered by the Zambia Institute of Advanced Legal Education (ZIALE) or such other mediator as the parties may agree.
Arbitration: If mediation fails within thirty (30) days, the dispute shall be referred to binding arbitration in Lusaka, Zambia, in accordance with the Arbitration Act No. 19 of 2000. The arbitration shall be conducted in the English language by a single arbitrator agreed upon by the parties, or failing agreement, appointed by the Zambia Centre for Dispute Resolution.
Courts: Nothing in this Clause shall prevent either party from seeking urgent injunctive or other equitable relief from the High Court of Zambia.
Anti-Corruption and Regulatory Compliance
Both parties warrant that they shall not engage in any act of bribery, corruption, or improper conduct in connection with this Agreement, in compliance with the Anti-Corruption Act No. 3 of 2012 and the Anti-Money Laundering and Combating of Financing of Terrorism Act No. 10 of 2010.
The Client warrants that all funds used in connection with this Agreement are derived from legitimate sources and that the Client is not subject to any sanctions, debarment, or regulatory prohibition.
Either party may immediately terminate this Agreement if the other party is found to have breached this Clause, without prejudice to any other remedy available at law.
General Provisions
Entire Agreement: This Agreement, together with its Schedules, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to its subject matter.
Amendments: No amendment to this Agreement shall be valid unless made in writing and signed by authorised representatives of both parties.
Waiver: No failure or delay by a party in exercising any right under this Agreement shall constitute a waiver of that right.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Notices: All notices under this Agreement shall be in writing and delivered by hand, registered post, or email to the addresses specified in Schedule A. Notices shall be deemed received on the date of delivery or, if sent by email, on the next business day following transmission.
Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld.
Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding.
Schedule A — Client Details
Schedule B — Services Description
The Services to be provided under this Agreement include, but are not limited to, the following:
Access to the Afrivest Exchange portal for listing, bidding, and transacting in verified mineral commodities including copper, cobalt, gold, manganese, nickel, lithium, zinc, and chrome.
Strategic advisory services for mine development financing, capital raising, joint venture structuring, and investor relations.
Preparation and review of technical reports, legal title verification, environmental compliance checks, and financial modelling.
Advice on compliance with the Mines and Minerals Development Act No. 11 of 2015, the Environmental Management Act No. 12 of 2011, and related regulations.
Access to LME-referenced commodity pricing, market reports, and sector analysis relevant to the Client's commodity interests.
Onboarding verification, ongoing monitoring, and reporting in accordance with the Anti-Money Laundering and Combating of Financing of Terrorism Act No. 10 of 2010.
Schedule C — Fee Structure
All fees are exclusive of VAT and applicable taxes. Rates to be agreed and inserted prior to execution. Blank fields must be completed before this Agreement becomes binding.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last written below, each party acting through its duly authorised representative.
This Agreement is governed by the laws of the Republic of Zambia. Parties are advised to seek independent legal counsel before execution. Afrivest Projects Limited is registered under the Companies Act, Chapter 388 of the Laws of Zambia (PACRA No. 120261038507). For enquiries: [email protected]