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1. Scope of Services
The Service Provider agrees to render services as requested by the Client, including but not limited to administrative, compliance, business support, process improvement, data visualization, and related consulting services as outlined in written communication, quotation, proposal, or the applicable Service Annexure attached hereto.
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2. Client Information Disclosure & Accuracy
The Client warrants that all information, records, instructions, and documentation supplied to the Service Provider are accurate, complete, lawful, and truthful.
The Service Provider shall not be held liable for any errors, statutory penalties, delays, or unsuccessful outcomes arising directly or indirectly from incorrect, incomplete, forged, or misleading information provided by the Client.
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3. Verification of Information & Statutory Due Diligence
All compliance-related, statutory, and submitted documentation is subject to rigorous verification prior to the commencement or lodgement of services.
The Service Provider reserves the right to:
- Delay or suspend service execution pending third-party or statutory verification; and
- Reject or terminate the engagement where documentation is deemed insufficient, unverifiable, or non-compliant with applicable legislation.
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4. Fees, Invoicing & Payment Terms
A non-refundable deposit or agreed upfront payment is required prior to the commencement of any work. The remaining balance shall be payable strictly in accordance with the agreed quotation, milestone schedule, or upon presentation of invoice.
Failure to make timely payment may result in immediate suspension or termination of services, and the withholding of deliverables or statutory submissions.
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5. Refund & Work Allocation Policy
In the event that services cannot be successfully completed due to the Client's failure to provide required information, unresponsiveness, or statutory non-compliance, the Service Provider shall:
- Retain a reasonable portion of fees proportional to the professional hours, disbursements, and work already performed; and
- Refund any unearned remaining balance at its reasonable discretion, less administrative, operational, and bank processing costs.
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6. Confidentiality
Both parties agree to treat all commercial, financial, technical, operational, and proprietary information disclosed during the course of this Agreement as strictly confidential.
Neither party shall disclose confidential information to any third party without the prior written consent of the other, except where disclosure is required by law, court order, or strictly necessary for regulatory filings made on the Client's explicit instruction.
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7. Protection of Personal Information (POPIA)
Both parties acknowledge and agree to comply with all applicable provisions of the Protection of Personal Information Act No. 4 of 2013 (POPIA):
- Roles: The Client is the Responsible Party and the Service Provider acts as an Operator processing personal information on the Client's written mandate.
- Purpose Specification: The Service Provider shall process personal data solely for the explicit purpose of fulfilling the contracted services and statutory obligations.
- Security Safeguards: The Service Provider shall maintain appropriate technical and organizational measures to ensure data integrity and safeguard against unauthorized access, loss, or destruction.
- Retention & Deletion: Personal data shall not be retained longer than necessary to achieve the contracted purpose or meet statutory record-keeping mandates.
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8. Intellectual Property
All pre-existing Intellectual Property, proprietary methodologies, frameworks, and tools belonging to either party prior to this Agreement remain the exclusive property of that party.
All customized deliverables, process maps, reports, and documentation developed specifically for the Client pursuant to this Agreement shall vest in the Client upon receipt of full payment.
The Service Provider retains ownership of its underlying templates, standard operating frameworks, and proprietary business workflows.
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9. Limitation of Liability
To the fullest extent permitted by South African law, the Service Provider, its directors, employees, and agents shall not be liable for any indirect, special, incidental, punitive, or consequential damages, loss of profits, loss of data, or business interruption.
The Service Provider's total aggregate liability under or in connection with this Agreement, whether in contract, delict, or otherwise, shall be strictly limited to the total fees actually paid by the Client for the specific service giving rise to the claim.
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10. Electronic Signatures & Digital Execution
This Agreement may be executed through electronic signature in accordance with the Electronic Communications and Transactions Act No. 25 of 2002 (ECTA):
- The parties consent to the use of electronic signatures, typed names, digital checkboxes, and online verification tools to signify mutual consent and execution.
- The parties agree that electronic execution shall have the same legal force, validity, evidential weight, and enforceability as a physical handwritten signature.
- Automated audit trail records (including IP addresses, timestamps, and browser verification) recorded upon submission constitute prima facie proof of execution.
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11. Force Majeure
Neither party shall be in breach of this Agreement or liable for delay or failure to perform obligations if caused by an event beyond its reasonable control (Force Majeure Event), including acts of God, civil commotion, strikes, power grid failures, telecommunication interruptions, pandemics, or statutory body shutdowns.
Should a Force Majeure Event prevent performance continuously for more than 21 (twenty-one) business days, either party may terminate this Agreement upon written notice.
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12. Termination
Either party may terminate this Agreement upon written notice if the other party commits a material breach and fails to remedy such breach within 7 (seven) business days of written demand.
Upon termination, the Service Provider shall be entitled to payment for all work performed up to the date of termination, and any applicable refunds will be processed pursuant to Clause 5.
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13. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.
- Negotiation: Any dispute shall first be referred to good-faith negotiation between designated representatives within 7 (seven) business days of written notice.
- Mediation & Arbitration: If unresolved within 14 (fourteen) business days, the dispute shall be submitted to administered mediation and/or binding arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA).
- Urgent Relief: Nothing herein precludes either party from seeking urgent interim relief or an interdict from the High Court of South Africa.
