Supply, implementation and support of the Eval360 monitoring, evaluation, accountability and learning platform
This Agreement is made on ____________________ between Vantage Africa School of Leadership ("Provider"), of Astrol Business Center, 6th Floor, C603, Thika Road, Nairobi, Kenya, and ____________________________________ ("Client"), of ____________________________________.
Provider shall supply Eval360, a hosted monitoring, evaluation, accountability and learning (MEAL) platform, to one Client organization for its internal operations with unlimited named authorized users. This includes initial configuration, account and role setup, onboarding, one initial remote training session and migration of agreed, suitably formatted initial data. The parties shall agree the specific modules, dashboards, indicators and migration files during implementation.
Unlimited users does not permit resale, separate organizational tenants or unauthorized external access. Custom development, extensive data cleansing, third-party integration, on-site work, new organizational tenants and refresher training are not included; each requires an agreed written scope, quotation and approval before work begins.
Provider shall use commercially reasonable efforts to make the configured platform available within 30 calendar days after receipt of the initial payment and all necessary Client requirements, data, permissions and timely approvals. Delays beyond Provider's reasonable control extend this estimate.
Client shall nominate a focal person, supply lawful and accurate source information, validate migrated data and participate in testing. Within 10 business days of go-live notification, Client may report material departures from the agreed scope, which Provider shall reasonably remedy. Acceptance occurs on written approval, productive use or expiry of that period without a material written objection.
| One-time implementation | USD 1,900 |
|---|---|
| First 12-month subscription | USD 2,000 |
| Total initial fees | USD 3,900, exclusive of applicable taxes |
| First instalment | USD 1,950 due upon signing |
| Second instalment | USD 1,950 due four calendar months after the Effective Date |
| Annual renewal | USD 2,000 due on each anniversary of the Effective Date |
Invoices shall be paid using the Provider's invoiced bank or other mutually approved payment instructions.
This framework Agreement continues indefinitely unless terminated under clause 12. Each paid subscription year is 12 months beginning on the Effective Date; the first year starts on signing, not go-live. Subscription automatically renews for successive 12-month periods unless either party gives written notice at least 30 days before the relevant anniversary.
Provider may propose a renewal price change by giving at least 60 days' notice; an unaccepted change does not apply to the current term, and Client may decline renewal within the notice period.
For overdue undisputed sums, Client receives a 30-calendar-day grace period after the due date. If the amount remains unpaid, Provider may suspend access on at least seven additional days' written notice and reinstate it promptly once arrears are cleared. Suspension shall not delete Client Data, until after 90 days after termination.
Provider shall offer routine support by designated email and WhatsApp during Kenya business hours (Monday–Friday, 9:00 a.m.–5:00 p.m. East Africa Time, excluding public holidays), including remote troubleshooting, maintenance and standard software updates. Critical failures and security incidents take priority.
Provider will use commercially reasonable efforts to maintain continuity but gives no numerical uptime guarantee. Planned maintenance will be communicated where practicable. Client connectivity, hardware, third-party outages and Client-side data entry are not included in routine support.
Client determines its MEAL framework, indicators, reporting processes, data collection methods and authorized users. Client must maintain lawful collection grounds and appropriate notices or consent, user confidentiality, access permissions, data accuracy and report validation.
Client must not share login credentials, compromise security, introduce malicious software, reverse engineer or resell Eval360, or use the platform unlawfully. Client remains responsible for decisions taken from platform outputs, including automated analytics.
Client retains ownership and rights in all information, documents and beneficiary records it submits to or generates through Eval360 ("Client Data"). Provider and its licensors retain ownership of Eval360 software, code, architecture, workflows, algorithms, documentation and improvements.
Subject to payment and compliance, Client receives a non-exclusive, non-transferable right to use the hosted platform during each active subscription year; no software ownership or source-code rights are transferred. Neither party may use the other's name or logo publicly without prior written approval.
Each party shall protect the other's non-public commercial, technical, programme and personal information using reasonable safeguards and disclose it only to authorized persons with equivalent duties or as law requires. This excludes information lawfully public, independently developed or lawfully received without restriction.
Confidentiality survives for three years after termination, and for personal data and trade secrets for as long as required by law or their protected nature.
For personal data processed on Client's instructions, Client is ordinarily the data controller and Provider the data processor, subject to applicable law and actual processing roles. Provider shall use Client Data only to perform and secure services or on documented authorization; apply appropriate access controls, confidentiality, encryption in transit where supported, backup practices and incident-response safeguards; and provide reasonable assistance with lawful rights requests and compliance obligations.
Before live identifiable or sensitive beneficiary data is uploaded, the parties shall confirm in writing the cloud host, data-hosting and backup regions, subprocessors, cross-border safeguards, data categories and retention settings. Children's, safeguarding, health and other sensitive data require appropriate legal grounds, safeguarding measures and any necessary assessment or authorization.
Provider shall notify Client without undue delay following awareness of a confirmed personal-data breach, targeting 48 hours where practicable, without displacing statutory deadlines.
AI-enabled summaries, suggested indicators, anomaly findings and other generated outputs are decision-support tools, not verified facts; Client shall review material outputs before use.
Provider shall not disclose identifiable Client Data to a third-party AI provider without first identifying the proposed provider, processing purpose and location, safeguards and obtaining Client's written authorization. Provider shall not use identifiable Client Data to train general-purpose AI models without a separate express written opt-in. Optional AI features may remain disabled pending authorization.
Each party represents that it has authority to sign. Provider shall use reasonable professional skill and care and materially deliver the agreed scope. Services are not warranted to be uninterrupted or error-free.
To the fullest extent permitted by applicable law, neither party is liable for indirect or consequential losses or lost profit. Each party's total aggregate contractual liability is limited to fees paid or payable by Client in the 12 months immediately preceding the event giving rise to the claim. This cap does not limit fraud, willful misconduct, payment obligations or any liability that law prohibits limiting.
Either party may terminate for a material breach remaining uncured 30 calendar days after detailed written notice; irremediable breaches may justify earlier termination where lawful. Valid non-renewal ends subscription access at the end of the paid term, while accrued obligations survive. Refunds are not due except as required by law or for qualifying material Provider breach.
Within 30 calendar days after expiry or termination, Provider shall permit Client to export available Client Data in a standard usable format (such as CSV or XLSX), subject to reasonable identity checks. Thereafter Provider shall delete or anonymize data under its retention schedule, excluding legally required retained copies and protected backups pending routine deletion; enhanced migration assistance may be separately quoted.
Kenyan law governs this Agreement, without excluding mandatory personal-data rules applicable to the parties. Disputes shall first be discussed in good faith for 30 days after written notice; unresolved disputes are subject to competent courts in Nairobi, Kenya, unless mandatory law requires otherwise.
Neither party is responsible for delay caused by events beyond reasonable control if it gives prompt notice and mitigates effects, except payment obligations. Written signed amendments govern changes to scope, fees and delivery. Neither party may assign this Agreement without the other's reasonable consent, except to a capable successor with notice.
This Agreement is the entire understanding concerning these services; legally valid electronic signatures and counterparts are permitted.
The undersigned confirm that they are duly authorized to bind their organizations and accept this Agreement, including its service scope, fees and privacy safeguards.
Dr. Benson Kiarie, PhD
Chief Executive Officer
Vantage Africa School of Leadership
Astrol Business Center, 6th Floor, C603, Thika Road, Nairobi, Kenya
info@vantageafricaleaders.com · www.vantageafricaleaders.com · +254 796 128 454