|February 11, 2024
The Netherlands and is a not-for-profit international development organisation that makes a lasting difference in the lives of people living in poverty by helping them improve their livelihood, increase incomes, and access essential services.
SNV is active in three sectors namely Agri-Food, Water and Energy, and has a long-term, local presence in over 25 countries in Asia and Africa. SNV implements projects which restore and improve smallholder livelihoods, incomes, and access to essential services.
Driven by the Sustainable Development Goals (SDGs), we are dedicated to a society where all people are free to pursue sustainable development, and no one is left behind. This commitment to equity directs us to focus on inclusive approaches. Among the three sectors that SNV is working in, agriculture programs primarily focus on smallholder livelihood restoration and improvements, which fits the proposed project's mandate. SNV utilises its local presence and know-how to realise effective solutions at scale. SNV applies practical know-how to support people living in poverty. By connecting the organisation’s global expertise with extensive and longstanding in-country experiences, SNV help realise locally owned solutions.
In Uganda, SNV has been implementing development programs since 1989, and its portfolio continues to grow with an expanded mandate from vast development clients. It, directly and indirectly, operates in over 100 districts of Uganda.
Overview and objective of the assignment.
SNV Uganda intends to enter into a Framework Agreement (the “FA”) with a qualified Ugandan legal firm (the “Consultancy Firm”) in the Republic of Uganda (the “Country”), for the provision of tax and legal consultancy services, to advice and support SNV on tax and legal compliance under Uganda Law in the Country (the “Services”).
SNV is currently seeking expertise on multiple tax and legal topics in the Republic of Uganda. The topics include, amongst others: income taxes for international employees, withholding taxes, corporate income taxes and value added taxes (VAT), current entity status of country offices and organizational structure, compliance with host country Law (e.g., on the Management and Supervision of Legal Entities Act, the General Data Protection Regulation (GDPR) or its equivalent; foundation corporate governance, public procurement, contracts, and compliance with laws of the Country.
The Consultancy Firm shall support SNV on various topics, as well as provide expertise on national regulation, preferably, through a solid in-Country network.
An FA is a long-term agreement between SNV and a vendor that may be issued following a competitive procurement process. It sets out terms and conditions, including duration and prices, for the provision of specified services. Orders for individual assignments under the FA shall be requested through a Task Order (TO) issued by SNV to the vendor.
Once the FA is signed, each individual assignment is agreed through a task order (the “TO”) as follows:
SNV submits its request(s) to the Consultancy Firm (the “Request”).
The Consultancy Firm provides a quote based on time required for the completion of the assignment (in hours) and the hourly rate set in the FA. The quote shall be accompanied by a breakdown of the personnel to be involved, their profile/experience specifications.
Once the quote is agreed with SNV, SNV will issue a Task Order to confirm the order.
Each Task Order will define specific deliverable(s) (the “TO Deliverables”), a specific budget (“TO Budget”) and a specific deadline (“TO Deadline”).
(hereinafter referred to as the “TO Mechanism”).
The Framework agreement will not set (i) any obligation for SNV to engage the Consultancy Firm for a minimum amount of hours/ TO; (ii) any exclusive relationship between SNV and the Consultancy Firm. SNV reserves the right to engage other consultants on both tax and legal matters.
Activity and TO Deliverables
Location of the activities: No specific location requirement, however, the applicable time zone for the TO Deadline, as defined above, shall be as agreed in the relevant TO. Where no time zone is specified in the TO, Close of Business (COB) of SNV in the Uganda shall apply.
SNV Target groups of the activities: specific assignments can include different units in SNV, including, but not limited to Country Director of SNV in Country and other members of the CMT (Country management team) of SNV in Country, the Global Risk and Compliance Team, the Global Finance Team; Global Business Development Team; Managing Board members.
Operating languages: English, is the official operating language for all correspondence including specific Tasks Orders.
Activities: Please note that the Activities set below are broad and generic and reflect the kind of topics that might lead to a TO. As specified above (see TO Mechanism), each TO will specify the TO Deliverable(s).
Advise on VAT positions and regulations / VAT scan for Uganda.
Advise on compliance with national regulations related to corporate tax of in-country business income. Asses if SNV has the liability to file tax return in-country, provide clear steps for this process and advice on entity set-up (e.g., separate entities for development work and business income work) and attributing indirect costs to business income projects.
Advise on tax processes and positions (including hypotaxes) related to international staff.
Advise on compliance with local regulations with respect to in-country withholding taxes.
Where needed, guidance, preparations of and supporting discussions with tax authorities.
Assistance with and providing practical guidance on ad hoc requests.
Providing advice and support on other tax related matters.
Health check on the tax compliance position of SNV Uganda.
(together referred to as “Tax Activities”)
Provide ad hoc written legal advice and practical guidance on legal matters in the Country Jurisdiction system.
Provide written ad hoc legal advice and practical guidance on Country Law ad hoc requests.
Provide written review of relevant documentation under Country Legislation (e.g., contracts; agreements; tender bid; etc.,)
Critically assess SNV’s Legal risk exposure on current laws and following any changes in laws in Country
Conduct legal analysis and provide written advice on legal matters (with reference to legal sources/ jurisprudence, etc).
Health Check on the Corporate Governance Structure of SNV Uganda
Provide secretarial services by drafting ordinary legal documents.
(together referred to as “Legal Activities”).
Represent SNV in Country on all litigation matters that require appearance in courts of law, Boards, commissions, or other administrative or governmental agencies when required.
(together referred to as “Representation Activities”).
Tax Activities, Legal Activities, and Representation Activities altogether are referred to as “Activities".
Time Period for each TO Deliverable:
In each Request, as defined above within the TO Mechanism, SNV will communicate the urgency status to the Consultancy Firm. SNV and the Consultancy Firm will agree on a TO Deadline for the completion of the TO Deliverable(s).
The following information must be provided as part of the technical proposal (“Technical Proposal”):
Past and possibly current experience in providing tax and legal advice for organisations operating in Uganda.
Past and possibly current experience of working in the international development sector, and with Non-Governmental Organisation, in particular Foundations. eD3Q1AH veIL8
Map or list demonstrating presence or a strong network in Country.
Specification of staff profile/experience.
Personnel availability and capacity to deliver at short notice.
Proposed approach to operationalise the framework contract.
The Technical Proposal shall be scored following the assessment of the above information and shall be scored out of 80 marks.
The following information shall be provided as part of the financial proposal (‘Financial Proposal’):
Provision of single annual retainer fees for all tax and legal matters.
Provision of tariffs per hours per professional expert (based on expertise/ Curriculum/ seniority) for possible services outside our retainer scope of work.
Provide a breakdown of costs for all matters that require representation e.g. court cases.
Possibility to offer some services on a pro bono basis would be a plus.
The Financial Proposal shall be scored following the assessment of the above information and shall be scored out of 20 marks.
The Consultancy Firm will report to the SNV Uganda Country Director.
Individual TO’s will be coordinated and approved by the SNV Uganda Country Director. Head of the most relevant unit within SNV (country, Finance, Business Development, HR; etc.) to be identified from time to time in the TO. Hereinafter referred to as the “TO Deliverables Approvers”.
The SNV Uganda Country Director with the support of SNV Global Legal and Governance Lead will ensure that relevant information/documentation required, and/or connection with the relevant colleague/s in the respective units, is provided. TO Deliverables will be checked by the SNV Uganda Country Director.
Level of Effort
For the retainer, legal consultation will happen during the year as and when needed.
For each TO the Consultancy Firm shall assess the number of personnel, the level of experience of these personnel, the working hours needed to fulfil each TO Deliverable(s) and shall include this as part of its quote (see TO Mechanism above). In consultation with the Consultancy Firm, the Level of Effort for each assignment will be agreed upon and specified in the corresponding TO.
The Consultancy Firm must meet the following specifications:
Must be a law firm with admitted attorneys. Key persons should possess an advanced degree in law.
Extensive knowledge of local and international laws, acts, regulations, and procedures.
Must specialise or be proficient in two or more of the following fields:
Labour Law (CCMA and Labour Court)
At least 5 years of professional experience in the legal field mainly in the development of legal documents, preferably working in/with INGOs.
At least 3 years of professional experience as a legal consultant for a large organization, preferably INGOs
Strong communication and interpersonal skills
Flexible, creative, detail-oriented, and well organized
Ability to maintain highest standards of confidentiality and professionalism.
Sound judgment. Able to influence senior managers and be seen as a credible source of advice.
must be registered as members in good standing with Uganda Law Society, and equivalent for Tax professionals if any.
must provide a minimum of 3 references reflecting experience in required fields.
Duration of the contract
SNV intends to enter into a Framework Agreement for a duration of four (4) years subject to annual reviews by SNV.
The retainer will be paid annually.
Payments for representation services will be deliverables based.
The Consultancy Firm and SNV will agree on hourly fee rates in the FA for the Activities.
Following the TO Mechanism, payments will occur once the TO Deliverables Approver confirms TO Deliverable(s) has/have been fulfilled.
How to Apply