UPAP Terms

It is with great joy that I extend this confirmation and congratulation message on becoming a Development Channel Conglomerate beneficiary through the Uganda Poverty Alleviation Programme. As you are now aware, our conglomerate of 25 companies are committed to bridging the development divide between poor countries such as those in Africa and developed nations like the UK.

Being an empathy driven and highly innovative group of companies, we are most confident that our combined profits would surpass $ 15 billion dollars per annum, over the next few years. It is from these profits that you as a beneficiary will receive your benefits for lifetime.

It is however important to note the following summarized terms andensure to understand and abide by them;

1. TERMS AND CONDITIONS FOR BENEFICIARIES OF DEVELOPMENT CHANNEL CONGOLEMERATE COMPANY LIMITED.

2. BUSINESS OF THE COMPANY

2.1 The Parties Agree that the business and affairs of the Company shall at all times is carried on in accordance with the objects in the Memorandum and Articles, and this Agreement.

2.2 Each beneficiary shall pursue all reasonable endeavors to procure, as far as is lawfully possible in the exercise of their rights and powers as beneficiary in the Company that the business of the Company is carried on in accordance with the objects in the Memorandum and Articles.

2.3 A beneficiary subject to these terms is a person who has purchased a computer tablet from the company and paid full purchase price. 

2.4 If you do not complete payment for the computer tablets, which is the consideration, within the time stipulated, you will completely lose your beneficiary status and we will only ship your computer tablet when you comply accordingly. This will mean that your certificate is automatically null and void. 

2.5 On grounds that your beneficiary status was given as a compassionate act since you paid for a product, your benefits cannot exceed $100 a month regardless of the profit of Development Channel Conglomerate of companies. 

2.6 You will be communicated and given access to login into our beneficiaries’ platform online when ready giving you the opportunity to learn and receive updates on our activities as well as be informed on ways to contribute further to our general success. 

2.7 The beneficiarycertificate given to you as a profit sharing commitment and not securities so you cannot sellit,use it for loans or trade it for anything else of value with a third party.

3. PRE-EMPTION AND TRANSFER OF BENEFITS

3.1 GENERAL PROVISION ON BENEFITS

(a) A beneficiary may not transfer, give, convey, sell, pledge, bequeath, donate, assign, encumber or otherwise dispose of any benefits except in accordance with this Agreement only upon the demise of such person shall the benefit be transferred to the next of kin.

3.2 SALE OR REDEMPTION UPON TERMINATION, DISABILITY OR DEATH 

3.2.1 Upon, the disability of a Management beneficiary, or death or dissolution of a Management beneficiary, herein the triggering event, such thenext of kinwithin thirty (30) days after the demise of the beneficiary, shall take on the position of the beneficiary.

3.2.2 For the purposes of this Agreement, “Disability” means the inability, due to a physical or mental condition of such person to maintain their relationship with the Company, including without limitation, fulfilling of a beneficiary’s duties in any position as an officer, director, consultant, joint venture, independent contractor or promoter of the Company, or to conduct normal daily activities on behalf of the Company for any twelve (12) consecutive month period. 

3.3 TERMS AND CONDITIONS BINDING ON ALL PERSONS INTERESTED IN BENEFITS

No issuance of transfer of benefits shall be effective, and the Company shall not enter any issue or transfer upon the stock books of the Company or issue a certificate in the name of any person unless the Company is satisfied that such person is, and in a manner satisfactory to the Company has acknowledged being bound by this Agreement.

4. EARNINGS & DISTRIBUTIONS

4.1 Benefits shall not be paid until full payment of the purchase price of the computer device.

4.2 Subject to the terms of this Agreement, the Board shall declare and pay benefits subject to:

(a) Current profitability and future capital requirements. 

4.3 Without prejudice to the foregoing, the Board shall take into consideration the need for retention of amounts which the Board, having regard to all other sources of funding available to the Company, considers should be retained in order to meet foreseeable commitments and contingencies and to develop the business of the Company in accordance with the then current business plan and the terms of this Agreement.

 

4.4 The company can decide to pay a beneficiary $5000 in bulk incase of malicious behaviour towards the company.

4.5 A beneficiary shall not receive more than $100 a month

4.6 On making payment of the purchase price of the computer device, one shall be issued a certificate.

4.7 In case you fail to pay full amount of the purchase price, the certificate shall be rendered null and void.

5.DECISION MAKING CONTROLS

All planning and decisions regarding benefits shall be made by board resolution, chaired by the company chairman and founder.

A beneficiary shall not take part in the management of the companies, or be part of any board composition.

6. NON-COMPETITION/CONFIDENTIALITY CLAUSE

6.1 Each of the beneficiaries agrees that from the date hereof and for so long as the beneficiary holds benefits, they will not engage or be interested whether as Principal, agent, consultant, employee or otherwise in any trade occupation or business in Uganda competing directly or indirectly with the business of the Company without prior written consent of the other beneficiary or as otherwise provided in this Agreement.

6.2 Each of the beneficiaries agrees that they, or any of their affiliates, shall not for a period of two (2) years  following its ceasing to be abeneficiary in the Company on the beneficiary’s behalf or on behalf of any third party with whom it the beneficiary may be associated, (whether as partner, director, employee, consultant or beneficiary or otherwise) engage or be interested whether as principal, agent, consultant, employee or otherwise in any trade occupation or business in Uganda competing directly or indirectly with the business of the Company without prior written consent of the other beneficiary.

6.3 Each of the beneficiary agrees that they will not for a period of one (1) year following their ceasing to be a beneficiary in the Company, on the beneficiary’s behalf or on behalf of any third party with whom the beneficiary may be associated (whether as partner, director, employee, consultant or beneficiary or otherwise) solicit or employ any person who was an employee of the Company or a subsidiary of the Company at any time during the twelve months prior to the date of so ceasing. 

6.4 Each of the beneficiaries shall keep confidential all information (written or oral) concerning the business and affairs of the Company or any subsidiary or the Company or the other beneficiary that the beneficiary has obtained or receivedas a result of the discussions leading to the entering into or implementation of this Agreement, or the beneficiary’s association with the Company or any subsidiary of the Company, save information which is:

(a) Trivial or obvious;

(b) Obtained lawfully and other than as a result of breach of this Clause from third parties; or

(c) In the public domain other than as a result of a breach of this Clause.

6.5 A beneficiary on ceasing to be a beneficiary of the Company shall hand over to the Company within a period of seven (7) days all correspondence, budgets, schedules, documents, papers and records belonging to or relating to the business of the Company, provided that a beneficiary may keep copies of documents that are required for compliance with a statutory requirement and shall thereafter keep confidential all information, including, without limitation copies of documents and materials relating to the Company or its business and affairs.

7.EFFECTIVE DATE, TERM AND TERMINATION

7.1 This Agreement shall enter into effect as of the date of the last signature of any Party hereto. 

7.2 This Agreement shall remain in force for so long as the beneficiaries, or their successors in title, continue to own benefits of the Company, unless terminated by mutual agreement in accordance with this Clause and in writing by the Company and all persons then owning shares.

7.3 The obligations of each beneficiary under this Agreement shall continue for so long as the beneficiary remains a holder of benefits in the Company; upon ceasing to be a beneficiary in the Company under the provisions of this Agreement, the obligations herein shall cease and determine save for any provision hereof which in relation to the beneficiary is expressly or by implication intended to continue in force after such cessation.

8. NOTICES

8.1 Any notice required or permitted to be given hereunder shall be in writing and delivered to the address of the company specified in this agreement or sent by registered mail, postage prepaid or facsimile transmission and shall be addressed to the company at the address mentioned below:

(a) If addressed to DEVELOPMENT CHANNEL CONGOLEMERATE COMPANY LIMITED, PLOT 173, Port Bell Road Kitintale, Kampala.

Or such other addresses as the company may from time to time designate by notice in writing to the beneficiary. The notice shall be deemed to be served when first received. 

8.2 Notwithstanding anything to the contrary contained or implied anywhere in this Agreement, the Company shall not be expected to or be obliged to recognize as the owner, whether beneficially or otherwise, of any benefits anybody other than the person who is registered as the holder of those benefits.

9.ASSIGNMENT

9.1 Save as otherwise expressly provided under this Agreement, all rights and obligations hereunder are personal to the Parties hereto and may not be assigned at law.

9.2 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective next of kin.

10. FORCE MAJEURE

10.1 Neither Party shall be liable for delay in performance of the Party’s responsibilities herein, where any such failure or delay is beyond the Party’s control and which may be caused by an act of God, trade restrictions, blockades, war or consequences of war, fire, flood, natural calamity, riot, civil commotion, epidemic, plague, accident or any other similar extraordinary cause which is beyond the reasonable control of the Parties seeking to rely on this Clause.

10.2 Where the event of force majeure subsists for duration longer than thirty (30) days, the Party seeking to rely on such event of force majeure shall give the other Parties a notice in writing specifying the commencement of such event and the Parties shall mutually agree upon the further course of action.

10.3 If no mutually agreed resolution is reached within sixty (60) days of commencement of the force majeure event, the matter will be referred to arbitration in accordance with the provisions of this Agreement.

11.GOVERNING LAW & DISPUTE RESOLUTION

11.1 Any dispute, controversy or claim arising out of, or relating to or in the course of performance of this Agreement, or the breach, termination or validity hereof, or as to the interpretation of any Clause or provision of this Agreement, the Parties hereto agree that within 14 days after service by one Party on the others of notice of the dispute, to refer such dispute for resolution by a single arbitrator appointed by the company.

11.2 The company arbitrator appointed pursuant hereto shall be an Advocate who in either case has practiced as such for a period of not less than two yearsafter qualification, or any company member chosen by the company board of directors who shall have worked with the company for a period of two years.

11.3 The arbitration shall be conducted in the English language and the venue of the arbitration shall be Uganda.

11.4 The decision of the company shall be final and binding on all Parties.

12. AUTHORIZATION

The Company is authorized to enter into this understanding and make such terms and conditions of beneficiaries by virtue of the resolution of the Board of Directors.

 

Charles N Lambert

Founder and Chairman

Development Channel& 25 Companies. 

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