ANNEX 6

PAKISTAN CENTRE FOR PHILANTHROPY

CERTIFICATION TERMS & CONDITIONS

1. DEFINITIONS

In these terms and conditions:

‘PCP’ means Pakistan Centre for Philanthropy, a company set up under Section 42 of the Companies
Ordinance 1984.

‘Certificate’ means the document issued by PCP as evidence that the Client has been certified.

‘Certification’ means the confirmation that the Client has been assessed objectively by PCP and found
to be meeting its requirements as per the Certification Procedures.

‘Certification Procedures’ means procedures developed by PCP and used in assessing the Client for
the purpose of grant or maintenance of Certification.

‘Certification Services’ means assessment of one or more of the following: legal and regulatory
compliance, general public utility compliance, institutional mechanism of oversight, compliance with tax
laws, financial management, policies and program delivery performance of the Client.

‘Client’ means the company or organisation seeking Certification.

‘Schedule of Fees’ means the fee schedule for the Certification Services as set by PCP and its Board
of Directors, which may be amended from time to time to cover PCP’s evaluation cost.

2. APPLICABILITY

2.1 These terms and conditions govern the supply of Certification Services by PCP to the Client.

2.2 These terms and conditions prevail over any previous terms that may be communicated to the Client in
writing or orally, whether in an order, letter, other document, in negotiations or otherwise.

2.3 PCP may vary these terms and conditions at any time by notifying the Client. Waivers or changes shall
have effect only if made in writing and signed by a duly authorized officer of PCP.

3. CERTIFICATION SERVICES

3.1 PCP agrees to provide and the Client agrees to accept the Certification Services requested by the Client.

4. FEES

4.1 The Client must pay to PCP total fees, as per the Schedule of Fees, due in advance in respect of
Certification Services provided by PCP to the Client prior to commencement of the evaluation procedure.

4.2 PCP shall be under no liability to refund fees paid by the Client.

4.3 PCP reserves the right to amend its Schedule of Fees at any time. The revised fee shall become
applicable on the clients applying for Certification on or after the date when the change has been made
effective. Ongoing evaluations shall not be affected by such change in the fee.

5. ASSESSMENT

Access and Co-operation

5.1 The Client agrees to promptly comply with the Certification Procedures and to provide PCP’s employees,
agents and contractors with all co-operation and assistance required under the applicable Certification
Procedures from time to time, that enable PCP to provide the Certification Services requested by the
Client, including reasonable access to the premises, facilities, documents and records of the Client and
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the Client’s contractors and agents.

Safety

5.2 The Client accepts responsibility for the safety of PCP’s employees and contractors in activities required
under the Certification Procedures, including the provision of all relevant safety or protective clothing
and/or equipment and advising PCP, its employees, agents and contractors appropriately of any safety
hazards.

Accuracy of Information Provided to PCP

5.3 The Client covenants with PCP that all information made available to PCP will at all times be complete,
accurate and not misleading.

6. CERTIFICATION

6.1 PCP will at its absolute discretion:

(a) grant Certification; and

(b) issue the Client with a Certificate; provided that, after the assessment of the Client;

(i) client fulfills all the prerequisites for PCP Certification as prescribed under the Certification
Procedures
(ii) client obtains minimum requisite score as prescribed under the Certification Procedures; and
(ii) the Client is not in breach of these terms and conditions.

6.2 The Client should be aware that PCP Certification does not guarantee non-profit status, as this is a matter
for determination by Federal Board of Revenue and the relevant Commissioner of Inland Revenue.

7. AFTER CERTIFICATION

Duration of Certification

7.1 Subject to these terms and conditions, Certification continues until the expiry date referenced in the
Certificate.

Maintenance of Certification

7.2 The Client must maintain all reasonable requirements that PCP considers necessary to ensure that
Certification continues to be appropriate, including any requirements listed or referred to in the Certificate.

Changes

7.3 The Client must promptly inform PCP of any change in information that is likely to substantially affect the
Certification, including change of address or contact information.

Use of Certificate

7.4 The Client must not display or use in any other manner, the Certificate once it has expired.

7.5 The Client may publicise the fact that Certification has been granted and use the Certificate as evidence
of Certification. The Client may make copies of the Certificate provided that each copy is clearly marked.
The permission to make copies is valid till the expiry of the Certificate.

7.6 The Client must not engage in any conduct which might mislead, deceive or confuse any person in
relation

8. CONFIDENTIALITY

8.1 PCP must ensure that its employees, agents and contractors treat as confidential, and do not disclose to
any other third person without the prior written consent of the Client, any proprietary or confidential
information belonging to the Client, except where PCP considers such disclosure as being necessary or
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desirable for the conduct of the Certification Services and any matters incidental thereto.

8.2 Nothing in Clause 8.1 restricts PCP from disclosing Client information, to government and/or relevant
regulatory bodies.

8.3 In the absence of any specific instructions to the contrary, the Client authorizes PCP to use any of the
material contained in its application and/or other documents provided by the Client for inclusion in its
directory or any other publication.

8.4 The Client must treat as confidential and not disclose to any third party, without prior written consent of
PCP, any proprietary or confidential information belonging to PCP.

8.5 The obligations of confidentiality under these terms and conditions do not extend to information that:

(a) is public knowledge;

(b) is required by any regulatory authority/governmental body to be disclosed; or

(c) is required by any applicable law to be disclosed.

9. LIMITATION OF LIABILITY

9.1 PCP shall not be liable or otherwise accountable for any loss or damage suffered by the Client (whether
direct, indirect, incidental, special and/or consequential damages or loss of profits) in the conduct of the
Certification Services, or matters incidental thereto, except where liability arises out of gross negligence,
fraud or willful default of PCP’s employees or officers.

10. NO WARRANTIES

10.1 PCP specifically disclaims all warranties and representations whether express, implied, statutory or
otherwise relating in any way whatsoever to its provision of Certification Services hereunder.

11. INDEMNITY

11.1 The Client must indemnify PCP from and against all expenses, losses, damages and costs including
attorney fees, that PCP may sustain or incur , whether directly or indirectly, of:

(a) any breach of these terms and conditions by the Client; or

(b) any loss of or damage to any property or injury to or death of any person caused by any negligent
act or omission or willful misconduct of the Client or its officers, employees, agents and/or
contractors.

12. CAP ON LIABILITY

12.1 PCP’s total liability under this Agreement shall be limited to the applicable certification fee.

13. NON-SOLICITATION OF PERSONNEL

13.1 The Client must not solicit any PCP officers, employees, agents or contractors during or for two years
after the provision of Certification Services.

14. ANTI-BRIBERY

14.1 The Client agrees that:

(a) it shall not commit, authorize or permit any action which would cause or potentially cause, PCP
and/or PCP’s affiliates to be in violation of any applicable anti-bribery laws or regulations; and

(b) this obligation applies in particular to illegal payments to government officials, representatives of
public authorities or their associates, families or close friends; and

(c) it will not offer or give, or agree to give, to any employee, representative or third party acting on
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PCP’s behalf nor accept, or agree to accept from any employee, representative or third party
acting on PCP’s behalf, any gift or benefit, be it monetary or otherwise, that could breach any law
or policy applicable to PCP.

14.2 The Client will notify PCP immediately if it becomes aware or has reason to believe or has any specific
suspicion that there has been or will be a breach of this clause 13.1 or if there was corruption involved
with regard to the negotiation, conclusion or performance of duties under these terms and conditions.

15. GOVERNING LAW AND JURISDICTION

15.1 These terms and conditions are governed by the laws applicable in Pakistan.

16. DISPUTES

16.1 If any dispute arises relating to the implementation or interpretation of these terms and conditions, the
Client and PCP shall attempt to settle such dispute in the first instance. Any dispute which is not resolved
amicably may be referred to arbitration by a single arbitrator, pursuant to the provisions of the Arbitration
Act 1940. The award shall be in writing and state the reasons and merits of the decision. Such award
shall be final and binding upon the Client and PCP, who shall give full effect thereto. The Client and PCP
will bear their own attorney’s fees and costs arising out of or related to the arbitration.

17. HEADINGS

17.1 The Client and PCP acknowledge that the headings to the sections hereof are for reference purposes
only and shall not be used in the interpretation of these terms and conditions.

18. ASSIGNMENT

18.1 The Client may not assign its rights or obligations without the prior written consent of PCP.

19. FORCE MAJEURE

19.1 PCP shall not be liable hereunder by reason of any failure or delay in the performance of its obligations
hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God,
war, governmental action, labor conditions, earthquakes or any other cause which is beyond the
reasonable control of PCP.

20. WAIVER

20.1 No failure or delay by the Client or PCP to exercise any right shall operate as a waiver of such right, nor
shall any partial exercise preclude further exercise of the same or some other right.

21 SEVERABILITY

21.1 If any provision of these terms and conditions, becomes invalid or unenforceable under the applicable
law, the terms and conditions hereof shall in all other respects remain in full force and effect and shall
be liberally construed in order to carry out the intentions of the Client and PCP as nearly as may be
possible.

22 RELATIONSHIP OF PARTIES

22.1 Nothing in these terms and conditions shall be construed to constitute the Client and PCP as employer
and employee, franchisor and franchisee, partners, joint ventures, co-owners, or otherwise as participants
in a joint undertaking.