EX-10.14



 





Exhibit 10.14




SERVICES AGREEMENT



THIS
SERVICES AGREEMENT (“Agreement”) is made the 1st day of
October 2006

BETWEEN:





	1	 	Biwater International Limited, a company organised and existing under the laws of England,
whose registered office is at Biwater House, Station Approach, Dorking, Surrey RH4 1TZ,
England (hereinafter referred to as “Biwater”) and
	 
	2	 	Cascal Services Limited a company organised and existing under the laws of England, whose
registered office is at Biwater House, Station Approach, Dorking, Surrey RH4 1TZ, England
(hereinafter referred to as “Cascal”)
	 
	 	 	(together the “Parties” and individually a “Party”).




WHEREAS:





	 	A	Biwater provides a number of services to other subsidiary companies of Biwater Plc.
	 
	 	B	Cascal directly employs staff and also procures certain support services from outside its own resources in
order to meet all of its legal, administrative and other obligations.
	 
	 	C	Cascal wishes to utilise the skills and resources that Biwater currently employs and wishes to engage
Biwater to provide certain services.
	 
	 	D	The Parties enter into this Agreement to record their mutual understanding of the terms and conditions
relating to Biwater providing the services to Cascal.




NOW THEREFORE IT IS AGREED as follows:





	1	 	THE SERVICES
	 
	1.1	 	Cascal hereby engages Biwater on an exclusive basis and Biwater hereby agrees to provide
services (details of which are set out in appendix 1 appended hereto (collectively the
“Services” and individually a “Service”), utilising appropriately experienced personnel.
	 
	2	 	TERM
	 
	2.1	 	This Agreement shall come into effect on the day first above mentioned and shall continue
until 28 September 2021 unless one Party chooses to terminate in accordance with either of
Clauses 2.2, 3.2, 6, or 7 of this Agreement.
	 
	2.2	 	Either Party may terminate this Agreement by giving six months written notice to the other
Party.




- 1 -









 






	2.3	 	Either Party may, without terminating this whole Agreement, terminate one or more Service by
giving six months written notice to the other Party. Also the Parties may extend the scope of
such Services by their prior written agreement.
	 
	3	 	PAYMENT
	 
	3.1	 	In consideration of the Services provided by Biwater to Cascal for the first 6 months of this
Agreement, Cascal shall pay to Biwater the sums as set out in Appendix 2 appended hereto.
Costs, fees and expenses of third parties specifically attributable or solely for the benefit
of Cascal are not covered by this Agreement.
	 
	3.2	 	Prior to 31 January in the same year of each anniversary date the Parties shall review the
rates set out in Appendix 2 appended hereto and agree new rates to apply for the year
commencing on the following 1 April by 31 January of the same year. In the event the Parties
are unable to agree new rates either Party may terminate this Agreement by giving six months
written notice to the other Party.
	 
	3.3	 	All payments made to Biwater by Cascal under this Agreement shall be paid quarterly in
advance and no later than 30 (thirty) days after the date of Biwater’s invoice. If the payment
of any sums due to Biwater from Cascal under this Agreement is delayed, Biwater shall be
entitled without formal notice to charge interest on the amount unpaid during the period of
delay. The rate of interest shall be two percent per annum above the prevailing HSBC UK base
lending rate.
	 
	3.4	 	If after the date of this Agreement a material adverse event occurs which is materially
adverse to the basis upon which any rates for the provision of the Services by Biwater are
calculated pursuant to Clause 3.2 of this Agreement it is hereby agreed by the Parties that
any such rates shall be immediately reviewed and amended upon the occurrence of any such
event.
	 
	4	 	PROVISION OF SERVICES IN DORKING
	 
	4.1	 	The Parties agree this Agreement relates to Biwater providing Services to Cascal within
Biwater House only. In the event Biwater agrees to provide Services to Cascal in other
locations these shall be agreed between the Parties on a case by case basis in addition to the
amounts set out in Appendix 2 appended hereto.
	 
	4.2	 	The Parties hereby agree that any rates agreed between them pursuant to Clause 3.2 of this
Agreement shall be revisited and amended in the event Cascal’s employees and/or computers vary
by ± 20% from the base totals used to calculate the respective rates.
	 
	5	 	FORCE MAJEURE
	 
	5.1	 	In this Agreement “force majeure” shall mean any cause preventing either Party from
performing any or all of its obligations which arises from, or is attributable to acts,
events, omissions or accidents beyond the reasonable control of the Party so prevented,
including without limitation strikes, lock-outs or other industrial




- 2 -









 






	 	 	disputes (whether involving the workforce of the Party so prevented or of any other Party),
act of God, war, riot, civil commotion, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant or
machinery, fire, flood or storm or default of suppliers or sub-contractors.
	 
	5.2	 	If either Party is prevented or delayed in the performance of any of its obligations under
this Agreement by force majeure, that Party shall forthwith serve notice in writing on the
other Party specifying the nature and extent of the circumstances giving rise to force
majeure, and shall (subject to service of such notice and to Clause 5.3) have no liability in
respect of the performance of such of its obligations as are prevented by the force majeure
events during the continuation of such events, and for such time after they cease as is
necessary for that Party, using all reasonable endeavours, to recommence its affected
operations in order for it to perform its obligations.
	 
	5.3	 	The Party claiming to be prevented or delayed in the performance of any of its obligations
under this Agreement by reason of force majeure shall use all reasonable endeavours to bring
the force majeure event to a close or to find a solution by which the Agreement may be
performed despite the continuance of the force majeure event.
	 
	6	 	TERMINATION OF THIS AGREEMENT
	 
	6.1	 	The termination of this Agreement for any reason shall be without prejudice to any rights or
obligations which shall have accrued or become due between the Parties prior to the date of
termination.
	 
	7	 	LAW AND DISPUTES
	 
	7.1	 	This Agreement shall be governed by and construed in accordance with the laws of England.
	 
	7.2	 	The Parties shall use their best efforts to negotiate in good faith and settle amicably any
dispute that may arise out of or relate to this Agreement or a breach thereof. If any such
dispute cannot be settled amicably through ordinary negotiations by appropriate
representatives of the Parties, the dispute shall be referred to their respective Chief
Executive Officers who shall meet in order to attempt to resolve the dispute.
	 
	8	 	LIMITATION OF LIABILITY
	 
	8.1	 	The liability of Biwater in relation to the provision of the Services shall be limited to the
failure to exercise such reasonable skill and care as may be expected of appropriately
experienced persons performing the Services.
	 
	8.2	 	The liability of Biwater to Cascal in the event of failure by Biwater under this Agreement
shall be the repetition by Biwater or the performance of that Part of the Services as may be
necessary to overcome such failure.




- 3 -









 






	8.3	 	Neither Party shall be liable to the other for any loss of profit, loss of use, loss of
business or for any other indirect or consequential damage that may be suffered by the other.
	 
	9	 	ENTIRE AGREEMENT
	 
	9.1	 	This Agreement contains the entire agreement and understanding among the parties and merges
and supersedes all prior discussion and writing with respect to the subject matter hereof and
neither Party has relied on any representation or warranty in entering into this Agreement
other than as specifically incorporated herein.
	 
	10	 	COUNTERPARTS
	 
	10.1	 	This Agreement may be executed by the Parties in separate counterparts, each of which when so
accepted and delivered shall be an original but all such counterparts shall together
constitute but are one and the same original.




IN WITNESS WHEREOF the Parties have each caused this Agreement to be fully executed by their
respective authorised representatives in duplicate counterparts the day and year first above
written.




	 	 	 	 	 
	Signed by 
	)	 	 	 
	for and on behalf of

	)	/s/ D. L. Magor	 	 
	Biwater International Limited

	)	 	 	 
	 
	 	 	 	 
	Signed by 
	)	 	 	 
	for and on behalf of

	)	/s/ Stephane Marcel Jean Richer	 	 
	Cascal Services Limited
	)	 	 	 






- 4 -









 




APPENDIX 1



The Services shall consist of the following:



Service 1 — Payroll Service:



Biwater will operate a payroll bureau support service for Cascal covering their employees, both
those based in Dorking and expatriates. This service will include:





	i)	 	Preparing the monthly payroll, making all necessary statutory, taxation, pension and other
deductions, using information provided by the Human Resources department and Cascal
management;
	 
	ii)	 	Preparing and submitting ad hoc, monthly and annual returns to the
tax authorities for payroll data;

	 
	iii)	 	Preparing P11D forms;
	 
	iv)	 	Preparing Directors Emoluments returns;
	 
	v)	 	Providing monthly journal entries for the Cascal payroll which can be entered into the Cascal
accounting records.




Service 2 — Human Resources Service:



Biwater will provide a human resources service for Cascal employees, both those based in Dorking
and expatriates. This service will include:





	i)	 	Assisting Cascal management in the recruitment of new staff;
	 
	ii)	 	Maintaining personnel records for each employee;
	 
	iii)	 	Assisting Cascal management in the performance management, training
and development of staff;
	 
	iv)	 	Assisting Cascal management in the review and revision of employment
policies, contract terms and benefits;
	 
	v)	 	Assisting Cascal management in any staff disciplinary matters;
	 
	vi)	 	Processing periodic salary review and bonus letters.




Service 3 — Information Technology Service:


Biwater will provide an information technology (“IT”) support service for Cascal. This service
will include:






	i)	 	Maintaining and supporting the Cascal network servers, including the provision of appropriate
security and disaster recovery to the same standards as required by the Biwater group IT
policy,




- 5 -









 






	ii)	 	Providing support and advice to Cascal staff during the hours of 9.00
am to 5.00 pm, on days that the Dorking offices are open, in the
usage of the IT equipment and supported software in accordance with
the Biwater group IT policy.
	 
	iii)	 	Procuring appropriate IT hardware, including computers, printers and
fax machines that are compatible with Cascal’s IT infrastructure at
competitive prices;
	 
	iv)	 	Procuring appropriate software licenses in sufficient quantities to
meet Cascal’s identified business requirements;
	 
	v)	 	Monitoring Cascal’s usage of IT to ensure that it complies with Cascal’s IT policy.




Service 4 — Public Relations Service:



Biwater will provide a public relations support for Cascal. This services will include:





	i)	 	Producing internal communications for Cascal including Cascade, Quarterly Briefings and
Internal Announcements;
	 
	ii)	 	Producing external communications for Cascal including the Annual
Report & Accounts, Press Releases; press articles;

	 
	iii)	 	Maintaining the Cascal UK website;
	 
	iv)	 	Producing and maintaining the ‘single sheets’ for Cascal including
company profiles, capability statements and experience sheets;
	 
	v)	 	Organising and assisting in the running of Cascal Management Conferences;
	 
	vi)	 	Assisting Cascal management in preparing presentations, both internal and external;
	 
	vii)	 	Assisting Cascal project companies with their public relations needs.




Note: Cascal currently employs Hazel Arnold who manages the Biwater Public Relations department and so the employment costs of
Hazel Arnold will be recharged to Biwater so that they are included within the quarterly charge for the Public Relations
Service.



Note: Costs, fees and expenses of third parties specifically attributable or solely for the benefit of Cascal are not covered
by this Agreement.


- 6 -









 








APPENDIX 2



The quarterly payment for each Service with effect from the Commencement Date is as follows:




	 	 	 	 	 
	Service 1 — Payroll Service 
	 	£	2,168	 
	Service 2 — Human Resources Service 
	 	£	7,613	 
	Service 3 — Information Technology Service 
	 	£	11,846	 
	Service 4 — Public Relations Service 
	 	£	10,958	 







- 7 -