Partnership agreement between AFD Belgium vzw and vzw Aketi

Between:

Vzw Aketi

Kapucinessenstraat 5, 2000 Antwerpen

Legally represented by Fons Peeters

Hereinafter referred to as “Project Partner”

And:

Academics for Development Belgium vzw

Naamsestraat 61, bus 4047, 3000 Leuven

Legally represented by Samantha Glorioso, President of AFD Leuven 2022-2023

Hereinafter referred to as “AFD”

Each a “Party”, together the “Parties”:

Whereas:

A. Academics for Development is a non-profit student-organisation which offers students the possibility to apply their acquired knowledge to have a social impact in developing and developed countries in a durable and meaningful way. Moreover, AFD organises events and workshops during the academic year to bring topics related to social entrepreneurship closer to the broader student society, to inspire students and to enhance their capability to have a social impact.

B. AFD achieves this by organising projects throughout the academic year, during which students work together as a team to solve a specific problem. During the summer or the intersemester break, the students will effectively implement their Project on-site.

C. The Project Partner has a Project which it wishes to attain with the help of AFD.

The Parties agreed upon the following articles, provided in this contract.

Content table

Article 1. Definitions. 3

Article 2. Specific purpose of the Agreement. 4

Article 3. Project specifications. 4

Article 4. Duties and obligations of the Project Partner. 6

Article 5. Duties and Obligations of AFD.. 7

Article 6: Liability. 8

Article 7. Prior approval requirements. 8

Article 8. Duration.. 9

Article 9. Project results. 9

Article 10. Costs. 10

Article 11. Fundraising. 10

Article 12. Force majeure clause. 10

Article 13 Modification clause. 11

Article 14. Renegotiation clause and amicable resolution.. 11

Article 15. Severability. 12

Article 16. Assignment of contact persons. 12

Article 17. Jurisdiction and applicable law... 12

Article 1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings specified or referred to in this Article.

1.1 “AFD” means Academics for Development Belgium, a non-profit organisation (“vereniging zonder winstoogmerk/ association sans but lucratif”) existing under the laws of Belgium, having its registered office at Naamsestraat 61/4047, B-3000 Leuven, Belgium and registered with the register of legal entities under the number 0540.552.492.

1.2 “Project” means the assignment given by the Project Partner. The Project Partner sees the opportunity to solve one of its challenges and wishes to call upon the AFD Project Students to work on a solution together. The Project consists of three main phases: (i) the preparation phase, (ii) the implementation phase and (iii) the evaluation phase.

1.3 “AFD Project Students” means the group of students selected by AFD to execute the project.

1.4 “Preparation Phase” means the Belgian Academic year (September-May) prior to the period in which the Project will be implemented on-site. During this phase, the students make necessary preparations for the implementation of the project, in consultation with the Project Partner and supported by AFD.

1.5 “Implementation Phase” means the period following the Preparation Phase, where the Project Students spend time on-site implementing the project. During this Phase, the Project Students are under supervision of the Project Partner and will qualify as unpaid student interns of the Project Partner.

1.6 “Evaluation Phase” means the period after returning from the on-site implementation. The evaluation phase will take place in Belgium.

1.7 “AFD Project Coach” means the person responsible for the overall guidance and supervision of the Project during the Preparation Phase, focussing on team management and providing support for the Project Students.

1.8 “AFD Project Coordinator” means the member of the AFD team responsible for administering all the projects, ensuring the flow of information between the AFD Team and the Project Partner and monitoring the project progress.

1.9 “Agreement” means the present partnership agreement.

1.10 “Contact Person” means a representative of the Project Partner or AFD who can easily be reached by AFD, the AFD Project Coach, the AFD Project Coordinator and the AFD Project students or the Project Partner, respectively.

1.11 “Expiry Date” means shall have the meaning as set forth in Article 8 of this Agreement.

1.12 “Force Majeure” means shall have the meaning as set forth in Article 12 of this Agreement.

1.13 “Project-Related Costs” means the costs directly related to the development and implementation of the Project and may include, among others: materials, accommodation, the costs for printing, transport (only locally in the country of the project itself, excluding transport from the home country to the host country) and, in general, all costs that are not Personal Costs.

1.14 “Personal costs” means the following expenses for which the Project Partner will not be liable:

Medical costs, including but not limited to, immunizations, etc. to prepare for the implementation phase at the Project Location;
Expenses for food, drinks and personal care;
Expenses for relaxation and recreation; and
Transportation costs that are not local transportation costs, including transport from Belgium to the Project Location and back.

1.15 “Project location” means the location where the Project will be implemented, being Avenue Kithima 4, Makiso, Kisangani.

Article 2. Specific purpose of the Agreement

2.1 Both Parties agree to enter into the Agreement to be able to realise the Project. The Project Partner sees the opportunity to solve one of its challenges and wishes to call upon the AFD Project Students to work on a solution together. AFD aims to give students the possibility to work in a multidisciplinary team on a project with high societal value. In consideration of mutual promises, covenants and agreements herein contained, the Parties confirm that they are interested in establishing this relationship subject to the terms and conditions of this Agreement.

2.2 In case of discrepancy between this Agreement and other written statements between the Parties, the Parties agree that this Agreement will prevail. Written agreements dated after the signature of current Agreement which have been signed by both Parties will take precedence, unless disputes arise regarding the interpretation of a provision, in which case Parties fall back to present Agreement.

2.3 The Project consists of three main phases: (i) the preparation phase, (ii) the implementation phase and (iii) the evaluation phase.

2.4 Both AFD and the Project Partner maintain their independence during the preparation and implementation of the Project.

Article 3. Project specifications

3.1 Exact, schematic description with time spans of the AFD Project and all the objectives/challenges expected to be achieved by the AFD Project Students.

Context and goal of the project

Technical skilled students design from September through November 2020 the Intranet installation from a zero basis: no electricity, no cable, only buildings without equipment. From November on they organise the logistics to have the necessary equipment available in Aketi ( Kisangani) in July 2023. Some machines will have to be purchased in Belgium and shipped to Kisangani ( logistically very complicated). Some equipment can be purchased in Kisangani. They will work in close contact with technicians from the University of Kisangani. They will install all this equipment in Aketi.
Teaching skilled students prepare the e-learning program. In Belgium from September on, they will study the availability of e-learning in French in close contact with the school directors of Aketi and the University of Kisangani. Then they will download the content on a terabyte memory, organised by grade, by subject, and per week.(math, science, French). They organise these data in a way that the teachers in Aketi can access week after week the content of their subject during a full year. They will train the teachers in Aketi how to use the system.

Preparatory work

Total design of Intranet for 10 schools, starting from scratch. Contact the engineering company CEE in Blanden whose engineers have installed solar panels and batteries in the hospital and cybercafé in Aketi. Purchase of all necessary equipment in Belgium and in Kisangani. Be in close contact with technicians and professors from the University of Kisangani. Package the equipment purchased in Belgium and send it at the lowest cost to Kisangani.
Set up the data base for e-learning in a Terabyte memory organised by grade, subject and week. Take contact with directors of schools in Aketi to learn about their programs and compare their programs with the e-learning content available. All this preparation work will be done in close contact with our team in Aketi and in Kisangani.

In- field work

Install all the equipment in Aketi in 10 schools (PV panels, converter, lab top, beamer, all the wiring, antennas etc…).
Install Intranet database + WiFi to the schools.
Test the system and train local technicians to use the equipment and if necessary repair the defects.
Train 20 teachers to use equipment.
Demonstrate the content of the database per grade, per week and per subject.
Explain how to download e-leaning content from internet for when it is available in Aketi.

3.2 The Project will require 5 students. Further requirements for the AFD Project Students are:

2 à 3 engineering students with knowledge of IT- networks.
2 à 3 students in math, science and language teaching skills.

3.3 The result of the first half of the preparation phase will be submitted to the Project Partner for approval in December 2021, along with a presentation of the results so far. If the expected quality standards have not been met, a meeting will be set up as soon as possible between the AFD Project Coordinator, the AFD Project Students and the Project Partner. This meeting will result in a limitative list of short-term objective criteria that are necessary to ensure the success of the Project. These quality criteria will be evaluated by March 15th, 2023 at the latest. A meeting will be scheduled within the next two weeks during which the AFD Project Coordinator and the President of AFD will decide together with the Project Partner on the continuation of the Project.

3.4 The Parties have agreed on the deadline of the preparation work, namely May 2023.

3.5 The implementation of the Project will take place during the Belgian inter-semester break in summer for six to eight weeks, from the beginning of July to August 2023.

3.6 The evaluation of the Project will be completed before the end of October 2023.

Article 4. Duties and obligations of the Project Partner

4.1 The Project Partner agrees to:

During the preparation phase:

Before the recruitment of the AFD Project Students:

Attend at least two meetings organised by AFD to discuss the specifications of the Project, context, and goals before the actual recruitment of the AFD Project Students; one meeting will be scheduled with the AFD Project Coordinator and the other one with the AFD Project Coach.

After the students are recruited

Assist the students with obtaining the required level of detailed information needed for the preparation and implementation of the Project. At least four meetings will be held during the preparation phase of the Project between the AFD Project Students and the Project Partner.

Provide the students with full guidance, the necessary information and all contacts required to achieve the particular goals of the Project.

Provide at least one Contact Person at or near the site of implementation with whom the AFD Project Students can have decent and regular contact. The Project Partner is to hand over the contact info of the Contact Person to AFD by October 2022.

Arrange and pay for safe on-site housing for the AFD Project Students. A first proposal concerning on-site housing provided by the Project Partner should be submitted to AFD in the month of February 2023. Any proposal for accommodation by the Project Partner will be assessed for their suitability and safety by AFD. The housing situation should be definitive in the last week of April 2023. If no safe on-site housing to the reasonable satisfaction of AFD is found before the last Friday of this month, AFD will be entitled to terminate its obligations under the present Agreement and the Project Partner will not be entitled to have any recourse against AFD or any of the AFD Project Students for damages or costs incurred.

Be present at the intermediate meeting in December 2022 as well as at the final meeting in May 2023 during which the AFD Project Students will present the result of their work during the academic year.

Sign an internship contract with the selected Project Students that will cover the one-site implementation phase.

During implementation phase:

Provide safe on-site housing, as agreed upon in Article 4.1.A for the AFD Project Students during the entire implementation phase.

Ensure the presence at the Project Location of at least one representative of the Project Partner with good knowledge of English, or any other language spoken by two or more members of the AFD Project Students, who will assist and advise the AFD Project Students on-site during the implementation of the project.

The representative of the Project Partner on-site shall be responsible for guiding the students and provide them with the necessary information and support they need to execute the Project.

During evaluation phase:

Participate in an evaluation meeting in September 2023, following the implementation of the Project, with the AFD Project Students, the AFD Project Coach and the AFD Project Coordinator.

Article 5. Duties and Obligations of AFD

5.1 AFD agrees to

During the preparation phase:

Before the recruitment of the AFD Project Students:

Organise two meetings with the Project Partner to discuss the Project specifications, context and goals before the actual recruitment of the AFD Project Students. One meeting will be scheduled with the AFD Project Coordinator and the other one with the AFD Project Coach.

Recruit the students in October 2022 who will work on the Project and ensure their coaching, the collaboration with experts and the coordination with the University. AFD will use reasonable endeavours to find suitable candidates, failing which a right to terminate the Agreement will be granted to each Party. AFD will keep the Project Partner up to date regarding the recruitment of students.

After recruitment:

Coordinate the group of selected students, who carry out the preparation work that is necessary for a successful execution of the Project.

Organise an intermediate meeting in December 2022 as well as a final meeting in May 2023 during which the AFD Project Students will present the result of their work to date.

Serve as an intermediary to sign an internship contract between each Project Student and the Project Partner for the implementation period of the Project. When possible, AFD will attempt to involve the University of the Project Student in this process.

During the implementation phase:

Provide a Contact Person in Belgium who will be available for the AFD Project Students and the Project Partner to assist with any kind of request regarding the Project.

Communicate on social media and the AFD website about the Project.

During the evaluation phase:

Assist the AFD Project Students with writing an evaluation report. This report will contain the results of both the preparation of the Project during the academic year, as well as a summary of the results of the Project implementation. The evaluation report needs to be submitted to AFD and the Project Partner at least one week before the evaluation meeting.

Organise, following the Project implementation, an evaluation meeting with the Project Partner, the AFD Project Students, the AFD Project Coach and the AFD Project Coordinator.

Article 6: Liability

6.1 Any scientific or legal research, calculations and other preparatory works provided by the students in their reports and presentations during the preparation phase will be qualified as an advice to the Project Partner. The Project Partner follows this advice at its own risk. No liability or damage claim towards AFD or the AFD Project Students can result out of any incompleteness or mistake that could be present in these reports and presentations.

6.2 During the implementation phase of the project, the Project Students selected by AFD will be qualified as unpaid student interns of the Project Partner. During and after the internship period, the Project Partner will be responsible for the Project Students and hold harmless AFD and its Project Students for any liabilities, costs or damages incurred relating to the Project, other than Personal Costs.

6.3 All Project-related activities undertaken by the Project Students or AFD will be in the name and responsibility of the Project Partner.

6.4 Regarding all activities unrelated to the Project, the Belgian non-contractual liability regime will apply.

Article 7. Prior approval requirements

7.1 AFD and the AFD Project Students ensure that no legally binding contract is signed on behalf of the Project Partner without the prior knowledge and approval of the Project Partner or an authorised representative of the Project Partner.

7.2 In the case urgent actions are required and it is not reasonably possible to obtain prior approval form the Project Partner, the action may be undertaken, while taking all reasonable precautions to prevent liability.

7.3 In order to execute these prior approval requirements, both Parties will enable sufficient channels of communication during the Project.

7.4 In the event a Party manifestly falls short of its obligation to maintain communication for the duration of the Project, said Party cannot hold the other Party liable for undertaking actions that are necessary for the Project continuation during this period and will be responsible for the costs connected to these actions. No such actions will be undertaken without the one Party notifying the other Party of its intent to undertake said actions and urging the other Party to reach out to it.

Article 8. Duration

8.1 The Agreement enters into force on the day of the last signature on the signatories page of this Agreement and ends on 30 September 2023 (the “Expiry Date”)

8.2 The Parties may agree to extend the term of this Agreement. The extension, its duration and the modified terms (if any) shall be subject to a new agreement between the Parties.

8.3 This Agreement may be terminated by either Party prior to its Expiry Date by written notice with acknowledgment of receipt, when:

the other Party commits a substantial violation of the provisions of this Agreement capable of remedy, and fails to remedy the situation to the reasonable satisfaction of the other Party within 30 days from reception of a written notice regarding said violation;
the other Party commits a substantial violation of the provisions of this Agreement not capable of remedy;
the Parties are unable to perform their contractual obligations due to an event of Force Majeure; or
AFD fails to recruit suitable candidates.

Article 9. Project results

9.1 All Project preparation, materials and results will be provided by AFD to the Project Partner, who is granted a non-exclusive license to use the materials. The Project Partner may not assign, transfer, cede or sublicense the materials subject to this license without prior written approval of AFD. The Project Partner will mention AFD as its partner in all its communication concerning the Project.

9.2 Both AFD and the Project Partner retain the right to use all non-physical materials and results that have been created by its AFD Project Students for future use. The Project Partner retains the right to use all physical materials created either directly or indirectly by the AFD Project Students, in the context of the Project, notwithstanding the exceptions laid down in Article 9.3 and 11.2 and 11.3.

9.3 If the Project Partner violates any of the substantial provisions of the Agreement, the Project Partner loses all rights in connection to the Project results created by the Project Students.

9.4 Intellectual Property Ownership: all patentable and unpatentable inventions, discoveries, ideas, source code, apps, materials, and other intellectual property which are originally created by AFD or the AFD project students in the execution of this agreement, will remain the property of its respective creator, including the right to change, edit, and distribute same throughout the world.

Article 10. Costs

10.1 The Project Partner is responsible for paying all Project-Related Costs made by the AFD Project Students, as far as these costs are reasonable in light of the Project. All costs of the AFD Project Students will be refunded at the submission of the proofs of payment to the Project Partner.

10.2 The Project Partner is responsible for paying all Project-Related Costs made by the AFD Project Students at the Project Location, as far as these costs are reasonable in light of the Project and after written or oral permission of the Project Partner, its authorised representative or Contact Person. When the Project Partner, its authorised representative or Contact Person are not available to give permission, and the costs are necessary and urgent, the permission will not be needed to make the costs.

10.3 The AFD Project Students is to submit a Team Budget to AFD and the Project Partner in April 2023 in which the matters dealt with in this Article are detailed. AFD and the Project Partner are invited to provide comments on the Team Budget within two weeks after submission.

Article 11. Fundraising

11.1 The AFD Project Students are not responsible for raising funds or looking for sponsors in favour of the Project Partner. Nevertheless, the AFD Project Students may deem it appropriate and useful to raise funds or to look for sponsors. This will not liberate the Project Partner from its obligation to provide the necessary funds for the implementation of the Project. All funds raised by the AFD Project Students will be used solely for the implementation of the Project, and at the sole discretion of the AFD Project Students.

11.2 AFD has the right to disclose the fact that it is conducting this Project with the Project Partner as material for the purposes of Corporate Social Responsibility and marketing to companies in exchange for fundraising or sponsoring for AFD. In such case, AFD will always indicate that the Project is being conducted and implemented in collaboration with the Project Partner.

11.3 All money, funds or goods raised for the Project by AFD or the AFD Project Students will remain property of AFD and becomes part of the AFD Investment Fund after the expiry of the Agreement, or in case the Agreement comes to an end before the Expiry Date, except when decided differently by AFD after consulting the AFD Project Students. The Team Budget indicates, to the extent possible, for which purposes the collected funds will be used.

11.4 The Project Party acknowledges and agrees that its name and logo may be used for the purpose of social corporate responsibility, marketing and fundraising, including that its name or logo may be displayed on marketing materials of sponsors.

Article 12. Force majeure clause

12.1 The Parties to the present Agreement will not be responsible for failure to perform their obligations where such non-performance is due to an event of Force Majeure.

12.2 “Force Majeure” means any unforeseeable and irresistible event beyond the reasonable control of the Party invoking Force Majeure, including, but not limited to, natural phenomena, governmental actions, war or national emergency, acts of terrorism, protests, riots, civil unrest, fire, explosions, floods and pandemics or epidemics (e.g. COVID-19).

The decision taken by the KU Leuven to designate a country as unsafe for students or a decision of any Belgian public authority, including the Belgian ministry of foreign affairs, to issue a negative travel advice or similar decision will also be considered as an event of Force Majeure.

12.3 The Party invoking an event of Force Majeure can in no way be responsible for or have contributed to, directly or indirectly, the occurrence of this event.

12.4 If the event of Force Majeure would permanently prevent the performance of the activities described in this Agreement, the Agreement will terminate automatically, unless agreed otherwise between the Parties. If the event of Force Majeure would be of a temporary nature, the Party that wishes to claim protection in respect of an event of Force Majeure, it shall, as soon as possible following the occurrence or date of commencement of such event of Force Majeure, notify the other Party of the nature and expected duration of such event of Force Majeure and shall thereafter keep the other Party informed until it is able to perform its obligations. The Parties shall use their reasonable endeavours to:

(i) overcome the effects of the event of Force Majeure;

(ii) mitigate the effect of any delay occasioned by any event of Force Majeure, including by recourse to alternative mutually acceptable (which acceptance shall not be unreasonably withheld by either Party) sources of services, equipment and materials; and

(iii) resume normal performance of this Agreement as soon as reasonably practicable and shall perform their obligations to the maximum extent practicable.

12.5 The Force Majeure clause will not exonerate any Party claiming its protection if the latter Party did not respect the conditions listed in Article 12.4 above. For the avoidance of doubt, in the event of termination of the Agreement due to an event of Force Majeure, each Party shall be responsible for the costs already incurred on the basis of the principles laid down in this Agreement.

Article 13 Modification clause

No modification of any of the terms or conditions of this Agreement shall be valid or binding on either Party, unless in writing and signed by the authorized representatives of each Party.

Article 14. Renegotiation clause and amicable resolution

In the event of a dispute, controversy or claim (“Dispute”), arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, the Parties shall use their best endeavours to immediately resolve the Dispute amicably and in good faith.

Article 15. Severability

Any provision of this Agreement, which is or becomes illegal, void or unenforceable, in whole or in part, will be ineffective to the extent of such illegality, voidness or unenforceability and will not invalidate the remaining provisions. In such case, the Parties shall negotiate in good faith a valid and enforceable replacement provision which, to the greatest extent possible, is in line with the substance and the purpose of this Agreement, and which is in its economic and legal effects as close as possible to the illegal, void or unenforceable provision.

Article 16. Assignment of contact persons

16.1 The designated Contact Person for AFD is:

Name

Samantha Glorioso

Title

President of AFD Leuven 2022-2023

Address

Naamsestraat 61, bus 4047

B-3000 Leuven

Belgium

Telephone

+32 485 73 13 21

sglorioso@afdimpact.org

16.2 The designated Contact Person for the Project Partner is:

Name

Fons Peeters

Title

(title)

Address

Kapucinessenstraat 5, 2000 Antwerpen

Telephone

+32 476 55 03 02

j.alfons.peeters@gmail.com

16.3 Should the Contact Person of any of the Parties change during the course of this Agreement, each Party undertakes to notify the other Party thereof by prior written notice to the registered offices and by prior written notice to the other Party’s Contact Person.

Article 17. Jurisdiction and applicable law

17.1 AFD and the Project Partner agree to submit all their Disputes arising out of or in connection with this Agreement and/or any non-contractual claims which would arise therefrom to the exclusive jurisdiction of the courts of Leuven, Belgium and that accordingly any proceedings arising out of or in connection with this Agreement that cannot be settled amicably within a reasonable period of time shall be brought in such courts.

17.2 The proper law of the Contract shall be Belgian, without reference to its conflicts of law rules.

In witness whereof, this Contract has been drafted and signed on ... / ... / ... in Leuven, Belgium in two originals, each of the parties declaring to have received one copy.

Signed:

Project Partner: AFD:

Samantha Glorioso
President 2022-2023,
Academics for Development Leuven

22/07/2022

(Name, function, signature, date) (Name, function, signature, date)

terug fp ondewijs