These Feasibility Studies Terms and Conditions (“Terms”) are effective as of the date specified below the title, and govern the provision of feasibility study services by miamia.co.tz (“Service Provider”) to its clients (“Customer”). These Terms establish a clear contractual framework that ensures transparency and mutual understanding in the engagement process. By contracting miamia.co.tz for feasibility study services, the Customer acknowledges having read, understood, and agreed to be bound by these Terms in their entirety.
Definitions and Interpretation
For the purposes of these Terms, the following definitions shall apply: “Agreement” refers to the entire contract between the Service Provider and the Customer, including these Terms, the Scope document, and any other attachments or addenda specifically referenced. “Feasibility Study” means a comprehensive evaluation and analysis conducted to assess the viability of a proposed project, business, or initiative, examining technical, economic, legal, operational, and scheduling aspects of the proposal, as more fully described in the agreed Scope. “Deliverables” refers to all reports, analyses, presentations, and other materials produced by the Service Provider as part of the Feasibility Study.
“Excusable Delay” shall mean a delay of the Feasibility Study that either is caused by a natural event not preventable by human agency, such as floods or storms, or is reasonably determined by the Service Provider to be excusable based on circumstances beyond its reasonable control. “Scope” refers to the detailed description of the Feasibility Study, including objectives, methodologies, and deliverables, as agreed upon by both parties in writing. “Schedule” means the timeline for completion of the Feasibility Study, including milestones and deadlines for deliverables, as agreed upon by both parties.
Scope of Feasibility Study
The Service Provider will undertake a Feasibility Study to evaluate the viability and practicality of the Customer’s proposed project or business initiative. The specific scope of the Feasibility Study will be defined in a separate Scope document to be attached to the Agreement. Generally, the Feasibility Study shall model the impact of the proposed project regardless of purpose in order to avoid the further expense and interruption of operation for reexamination of feasibility and impacts if the Customer later changes the purpose of the project^1.
The Feasibility Study may include, but is not limited to, the following components, depending on the nature of the project: Market Analysis (assessment of market conditions, demand forecasts, competitive landscape); Technical Analysis (evaluation of technical requirements, resource availability, and infrastructure needs); Financial Analysis (preparation of cost estimates, revenue projections, return on investment calculations, and overall financial viability); Environmental and Social Impact Assessments (identification of potential environmental and social impacts and mitigation strategies); and Risk Assessment (identification and evaluation of risks associated with project implementation).
Study Methodology
The Service Provider will employ industry-standard methodologies appropriate to the sector and scale of the project being assessed. In performing the study, the Service Provider shall rely, to the extent reasonably practicable, on existing studies of recent vintage. The Customer shall not be charged for such existing studies; however, the Customer shall be responsible for charges associated with any new study or modifications to existing studies that are reasonably necessary to perform the feasibility study^1. The methodology will be outlined in the Scope document and may be refined during the initial phase of the study in consultation with the Customer.
Study Parameters and Assumptions
The Feasibility Study shall be based on the technical information provided by the Customer, as may be modified as the result of initial assessments or meetings. The Service Provider reserves the right to request additional technical information from the Customer as may reasonably become necessary during the course of the feasibility study^1. If the Customer modifies its requirements after the Agreement has been signed, the time to complete the Feasibility Study may be extended by agreement of the parties, and additional costs may be incurred.
Term and Timeline
The term of this Agreement shall commence on the date of signing by both parties and shall continue until completion of the Feasibility Study and delivery of all Deliverables, unless earlier terminated in accordance with these Terms. Where the Agreement includes a period of performance or deadlines, these shall only be deemed to be binding after express acknowledgement by the Service Provider[^2]. Should the Service Provider recognize that the binding period of performance or binding deadline cannot be met, it shall notify the Customer of the reasons for delay and shall agree on an appropriate adjustment with the Customer[^2].
The Service Provider shall use Reasonable Efforts to complete the Feasibility Study and transmit the final report to the Customer within the timeframe specified in the Schedule, which is typically 30 to 60 Business Days from the Customer’s agreement to conduct the Feasibility Study^1. This timeline may be extended in case of Excusable Delays or if the Customer fails to provide necessary information or approvals in a timely manner.
Responsibilities of the Parties
Service Provider Responsibilities
The Service Provider commits to performing the Feasibility Study with professional care, skill, and diligence in accordance with industry standards. The Service Provider shall assign qualified personnel with relevant expertise to conduct the study and shall maintain regular communication with the Customer throughout the process. The Service Provider shall promptly notify the Customer of any issues or challenges that may affect the timeline, scope, or quality of the Feasibility Study.
The Service Provider shall prepare and deliver all agreed Deliverables within the specified timeframe, subject to any Excusable Delays or delays caused by the Customer. The Service Provider shall immediately notify the Customer if it foresees that the result intended by the contract cannot be achieved at the agreed fee[^2]. Upon completion of the Feasibility Study, the Service Provider shall be available for a reasonable period to address questions or provide clarifications regarding the findings and recommendations of the study.
Customer Responsibilities
The Customer shall provide accurate, complete, and timely information necessary for conducting the Feasibility Study. Any changes to requirements or information previously provided must be communicated promptly to the Service Provider in writing. The Customer shall designate a primary point of contact who has authority to make decisions related to the Feasibility Study and shall ensure this person is available for consultations, reviews, and approvals as needed.
The Customer shall review and provide feedback on interim Deliverables within agreed timeframes to avoid delays in the study process. The Customer shall obtain any necessary permits, consents, or approvals required for the conduct of the Feasibility Study, particularly if site visits or third-party consultations are needed. Most importantly, the Customer shall make timely payments as per the agreed payment schedule and shall provide prompt written notification of any concerns or disputes regarding the Services or Deliverables.
Fees and Payment Terms
The fee for the Feasibility Study shall be as specified in the Agreement and shall be either a fixed price or charged according to cost, with a maximum cost limit if applicable. VAT shall be added to the fee in each case, if applicable[^2]. A deposit of the good faith estimated feasibility study costs or the equivalent of TZS 10,000,000, whichever is greater, shall be required from the Customer prior to the initiation of the study work^1.
Any study fees shall be based on the Service Provider’s actual costs and will be invoiced to the Customer along with a summary of professional time^1. Any costs that exceed the agreed amount shall be the sole responsibility of the Customer, unless such excess costs were explicitly approved in writing by the Customer in advance. If the Service Provider foresees that additional costs will be necessary to complete the study, it shall promptly notify the Customer and seek approval before incurring such costs.
Payment Schedule
The standard payment schedule shall be as follows, unless otherwise specified in the Agreement:
Initial deposit of 50% of the estimated total fee upon signing of the Agreement;
30% upon delivery and acceptance of the interim report;
20% upon delivery and acceptance of the final report.
Invoices shall be issued according to this schedule and are payable within fifteen (15) days of the invoice date. The Service Provider reserves the right to suspend work on the Feasibility Study if any payment is not received within thirty (30) days of the due date. Late payments shall incur interest at a rate of 2% per month, calculated from the due date until the date of actual payment.
Deliverables
The Feasibility Study report shall provide comprehensive analyses for the purpose of identifying the viability of the Customer’s proposed project. The specific content will depend on the nature of the project but will typically include executive summary, methodology, findings, recommendations, financial projections, and supporting documentation. For technical projects, the report may include initial identification of any circuit breaker short circuit capability limits, thermal overload or voltage limit violations, review of grounding requirements and electric system protection, and description and non-binding estimated cost of facilities required^1.
The Service Provider shall use Reasonable Efforts to complete the feasibility study and transmit the feasibility study report to the Customer within the agreed timeframe^1. All Deliverables shall be provided in electronic format, with printed copies available upon request for an additional fee. The Customer shall have the opportunity to request one round of reasonable revisions to the final report within fifteen (15) days of receipt. Substantial changes to the scope or focus of the study requested after delivery of the final report may be treated as a new engagement subject to additional fees.
Quality Assurance
All Deliverables shall undergo a rigorous quality assurance process before submission to the Customer. This process includes technical review, editorial review, and final approval by a senior member of the Service Provider’s team. The Service Provider warrants that all Deliverables will meet professional standards of quality and accuracy, subject to the limitations of the information provided by the Customer and the inherent uncertainties involved in any feasibility assessment.
Intellectual Property and Confidentiality
The Service Provider grants and licenses to the Customer the right to use the Services and Report solely for the Purpose of determining whether to proceed with the project^4. All intellectual property rights in the Deliverables shall remain with the Service Provider until full payment has been received, at which point ownership of the Deliverables shall transfer to the Customer. However, the Service Provider shall retain ownership of any pre-existing intellectual property, methodologies, tools, templates, and know-how used in the creation of the Deliverables.
Both parties acknowledge that they may gain access to confidential information belonging to the other during the course of this Agreement. Each party undertakes to maintain the confidentiality of such information and not to disclose it to any third party without prior written consent, except as required by law or regulatory authorities. This confidentiality obligation shall survive the termination of the Agreement for a period of five years.
Limitation of Liability
The Service Provider’s total liability arising from or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by the Customer for the Feasibility Study. The Service Provider shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, business interruption, or loss of opportunity, even if advised of the possibility of such damages.
The Service Provider does not warrant or guarantee that the proposed project assessed in the Feasibility Study will be successful if implemented, as multiple factors beyond the control of the Service Provider may affect project outcomes. The Feasibility Study represents the Service Provider’s professional opinion based on the information available at the time of the study, and all recommendations should be independently verified by the Customer before implementation.
Indemnification
The Customer shall indemnify and hold harmless the Service Provider against any claims, liabilities, damages, and costs arising from the Customer’s use of the Deliverables in a manner inconsistent with these Terms or from the Customer’s implementation of the recommendations contained in the Feasibility Study. This indemnification shall not apply to the extent that such claims arise from the Service Provider’s negligence or willful misconduct.
Termination
Either party may terminate this Agreement with thirty (30) days’ written notice if the other party commits a material breach of any term of this Agreement and fails to remedy that breach within thirty (30) days of being notified in writing to do so. The Service Provider may also terminate this Agreement if the Customer fails to pay any undisputed amount due under this Agreement within forty-five (45) days of the due date. The Customer may terminate this Agreement without cause by providing at least thirty (30) days’ written notice to the Service Provider.
In the event of termination, the Customer shall pay for all Services performed up to the date of termination, including partially completed Deliverables. If the termination is due to the Customer’s breach or without cause by the Customer, the Customer shall also pay a termination fee equal to 25% of the remaining unbilled portion of the Agreement value to compensate the Service Provider for resource allocation and opportunity costs.
Governing Law and Dispute Resolution
These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of Tanzania. Both parties irrevocably agree that the courts of Tanzania shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. Before initiating formal legal proceedings, the parties shall attempt in good faith to resolve any dispute through negotiation between senior executives who have authority to settle the dispute.
If the parties are unable to resolve any dispute through negotiation within thirty (30) days, they agree to submit the dispute to mediation in accordance with the procedures of the Tanzania Institute of Arbitrators or another mutually agreed mediation provider. If the dispute is not resolved within sixty (60) days after the start of mediation, either party may commence legal proceedings. Nothing in this clause shall prevent either party from seeking urgent injunctive relief from the courts where necessary to prevent irreparable harm.
Miscellaneous Provisions
These Terms constitute the entire agreement between the parties with respect to the Feasibility Study and supersede all prior discussions, agreements, and understandings, whether written or oral. No amendment to these Terms shall be effective unless it is in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver of such provision or the right to enforce it at a later time.
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to substitute a valid, legal, and enforceable provision that achieves, to the extent possible, the economic, legal, and commercial objectives of the invalid, illegal, or unenforceable provision.
For any inquiries, concerns, or clarifications regarding these Terms or the Services provided, the Customer can reach the Service Provider through the website at miamia.co.tz or by email at controller@miamia.co.tz, where the team will be happy to assist. Alternatively, the Customer can contact the Service Provider by phone at +255 748 442 442 or +255 674 442 442.
By engaging miamia.co.tz for feasibility study services, the Customer acknowledges the importance of conducting thorough assessments before proceeding with significant business investments. These comprehensive Terms are designed to ensure that the feasibility study process is conducted efficiently, professionally, and with clear expectations on both sides, leading to informed decision-making and successful project implementation.