Terms & Conditions

These Terms and Conditions apply to the use of the Inclusion Works Consulting (Pty) Ltd website and to the professional consulting services provided by Inclusion Works Consulting (Pty) Ltd where a Client accepts a Proposal, quotation, retainer agreement, service selection, statement of work, addendum, invoice, or other written service arrangement.

These Terms are intended to operate together with the Client's signed or accepted Proposal. The Proposal records the selected services, starting fee, billing frequency, commencement date, and any client-specific arrangements. These Terms record the standing commercial and legal terms that govern the relationship, including automatic renewal, annual fee escalation, referral reductions, payment, scope, confidentiality, liability, and termination.

Where a Proposal, addendum, or service selection expressly changes a clause in these Terms, that written document will prevail only to the extent of the specific change. All other clauses remain in force.

1. Definitions and Interpretation
1.1. "Agreement" means these Terms and Conditions, the accepted Proposal, any service selection, addendum, quotation, statement of work, annexure, schedule, invoice terms, and any document expressly incorporated by reference.
1.2. "Annual Increase" means the automatic yearly increase to recurring retainer Fees described in clause 8.
1.3. "B-BBEE" means Broad-Based Black Economic Empowerment as defined in the Broad-Based Black Economic Empowerment Act, 53 of 2003, the Codes of Good Practice, applicable sector codes, and any related law, code, guideline, interpretation note, or practice note as amended from time to time.
1.4. "B-BBEE Consulting Retainer" means a recurring retainer service package that includes B-BBEE consulting, advisory, compliance, strategy, file preparation, scorecard support, verification preparation, or related B-BBEE consulting services. A retainer that includes only Employment Equity services, only Skills Development services, only training, only once-off work, only project work, only third-party facilitation, or only Industry Solutions is not a B-BBEE Consulting Retainer.
1.5. "Business Day" means any day other than a Saturday, Sunday, or official public holiday in the Republic of South Africa.
1.6. "Client" means the person, company, close corporation, trust, partnership, organisation, or other entity that appoints Inclusion Works Consulting (Pty) Ltd to provide services.
1.7. "Client Personnel" means the Client's directors, members, trustees, shareholders, employees, workers, contractors, consultants, representatives, agents, managers, officers, job applicants, former employees, and any other person whose information, role, classification, remuneration, employment status, demographic information, work history, or workplace conduct is relevant to the services.
1.8. "Contractor", "Inclusion Works", "we", "us", or "our" means Inclusion Works Consulting (Pty) Ltd.
1.9. "Declared Information" means all information, classifications, documents, registers, evidence, explanations, confirmations, declarations, submissions, reports, forms, returns, scorecard information, occupational levels, employment equity information, skills development information, ownership information, procurement information, supplier information, financial information, payroll information, and other information disclosed, approved, signed off, submitted, or used for any compliance, reporting, audit, verification, advisory, or regulatory purpose.
1.10. "Effective Date" means the date on which the Agreement starts, as stated in the Proposal, or if no date is stated, the date on which the Client accepts the Proposal or the Contractor begins providing services, whichever occurs first.
1.11. "Client-Side Matter" means any fact, decision, record, relationship, event, omission, communication, classification, declaration, implementation step, sign-off, submission, disclosure, employment practice, workplace practice, transaction, third-party arrangement, audit issue, verification issue, regulatory issue, or business matter relating to the Client, Client Personnel, the Client's clients, suppliers, service providers, shareholders, funders, regulators, verification agencies, auditors, or other third parties.
1.12. "Client-Side Dispute" means any question, query, complaint, objection, grievance, claim, demand, referral, investigation, audit query, verification query, regulatory query, labour dispute, employment equity dispute, unfair discrimination allegation, unfair labour practice allegation, contractual dispute, third-party claim, CCMA referral, Bargaining Council referral, Department of Employment and Labour enquiry, or other dispute arising from or relating to a Client-Side Matter.
1.13. "Fee" or "Fees" means the amounts payable by the Client for services, including retainer fees, project fees, once-off fees, additional service fees, third-party facilitation fees, and any charges agreed in writing or stated in the accepted Proposal.
1.14. "Industry Solutions" means services and solutions provided by third-party providers, or by the Contractor outside the agreed retainer scope, including skills development implementation, ownership structuring, enterprise and supplier development, verification services, training programmes, learning programme implementation, grant support, and other ancillary compliance or transformation offerings.
1.15. "Initial Term" means the first twelve (12) month period of the Agreement, unless the Proposal states a different initial period.
1.16. "Parties" means the Client and the Contractor collectively, and "Party" means either of them.
1.17. "Proposal" means the written proposal, quotation, service selection, statement of work, engagement letter, or commercial offer issued by the Contractor and accepted by the Client.
1.18. "Qualifying Referral" means a referral that meets all requirements in clause 11.
1.19. "Qualifying Retainer" means a recurring retainer agreement entered into by a referred client that includes B-BBEE Consulting Retainer services and is not a once-off service, project-only service, Employment Equity-only retainer, Skills Development-only retainer, training-only arrangement, verification-only arrangement, or third-party-only Industry Solution.
1.20. "Referred Client" means a new client introduced to the Contractor by an existing Client in accordance with clause 11.
1.21. "Referring Client" means an existing Client who introduces a Referred Client to the Contractor and qualifies for a referral reduction under clause 11.
1.22. "Renewal Term" means each further twelve (12) month period after the Initial Term.
1.23. "Retainer" means a recurring consulting service arrangement payable monthly, quarterly, annually, or at another agreed recurring interval.
1.24. "Website" means www.inclusionworks.co.za and any related pages, resources, forms, downloads, subscription features, or content operated by the Contractor.
1.25. References to "written notice", "in writing", "written approval", "written acceptance", or similar wording include email, provided that the email is sent to the official email address recorded for the receiving Party or to an email address used by that Party in the ordinary course of the relationship.
1.26. Headings are for convenience only and do not affect interpretation.
1.27. Words importing the singular include the plural and vice versa.
1.28. The words "include", "including", and "in particular" are examples and do not limit the general meaning of the wording that comes before them.
1.29. If a legal requirement applies despite anything stated in these Terms, that legal requirement will prevail only to the extent required by law.

2. Acceptance of These Terms
2.1. The Client accepts these Terms when the Client:
(a) signs a Proposal, Agreement, service selection, addendum, or statement of work that refers to these Terms;
(b) accepts a Proposal by email, electronic signature, purchase order, written instruction, or other written confirmation;
(c) pays any invoice issued under a Proposal or service arrangement that refers to these Terms;
(d) instructs the Contractor to commence services after receiving or being referred to these Terms; or
(e) continues receiving services after being notified that these Terms apply.
2.2. A person accepting these Terms on behalf of a Client warrants that they are authorised to bind the Client.
2.3. The Client must ensure that its directors, officers, employees, finance team, designated contact persons, and relevant representatives comply with the Agreement where their conduct affects the services.

3. Website Use
3.1. The Website is provided to showcase the Contractor's services, publish general resources, provide access to information, allow subscriptions to updates, and allow users to contact the Contractor.
3.2. By accessing or using the Website, a user agrees to comply with the Website-use parts of these Terms.
3.3. A user may use the Website only for lawful purposes and may not:
(a) interfere with or disrupt the Website;
(b) attempt to gain unauthorised access to any system, network, account, database, or server;
(c) upload or transmit viruses, malware, harmful code, spam, or unlawful material;
(d) scrape, copy, mine, or harvest Website data without permission;
(e) misrepresent their identity or authority; or
(f) use the Website in a manner that is unlawful, harmful, threatening, defamatory, discriminatory, misleading, abusive, or damaging to the Contractor or any third party.
3.4. The Contractor may restrict, suspend, or terminate access to the Website where it reasonably considers this necessary to protect the Website, the Contractor, clients, users, or third parties.

4. Website Information and Disclaimer
4.1. Website information is provided for general information only.
4.2. Website information does not constitute legal advice, audit advice, verification advice, financial advice, tax advice, or a guarantee of any compliance result.
4.3. Although the Contractor aims to keep Website information useful and current, the Contractor does not guarantee that the Website, resources, legislation links, articles, downloads, or content will always be complete, accurate, current, uninterrupted, secure, or suitable for a specific purpose.
4.4. Users and Clients should obtain advice relevant to their circumstances before making compliance, legal, commercial, or financial decisions.
4.5. The Contractor may update, remove, suspend, or discontinue any part of the Website at any time.

5. Website Intellectual Property
5.1. All Website content, including text, graphics, photographs, videos, logos, templates, resources, documents, design elements, and downloadable materials, is owned by or licensed to the Contractor unless otherwise stated.
5.2. A user may view, download, and print Website pages for personal or internal business reference only.
5.3. A user may not reproduce, copy, modify, distribute, publish, sell, license, commercially exploit, or create derivative works from Website content without the Contractor's prior written consent.
5.4. All trademarks, trade names, logos, and branding appearing on the Website remain the property of their respective owners.

6. Appointment, Service Scope, and No Annual Re-Proposal Requirement
6.1. The Client appoints the Contractor to provide the services selected in the accepted Proposal, and the Contractor accepts the appointment subject to the Agreement.
6.2. The Proposal records the starting service scope and starting Fees. The Proposal does not need to be reissued each year for the Agreement to renew.
6.3. Unless the Client changes its selected service scope, the same service scope continues into each Renewal Term, subject to:
(a) the automatic Annual Increase in clause 8;
(b) any referral reduction validly applied under clause 11;
(c) any additional services or Industry Solutions accepted by the Client; and
(d) any lawful termination or agreed amendment.
6.4. A new Proposal, addendum, or service selection is required only where:
(a) the Client adds, removes, or materially changes services;
(b) the Client requests work outside the agreed scope;
(c) the Parties agree to a different pricing arrangement;
(d) the Client requires a different billing structure; or
(e) the Contractor reasonably determines that the service requirement has materially changed because of the Client's size, structure, group companies, scorecard complexity, verification requirements, or compliance needs.
6.5. The Contractor is responsible only for services expressly included in the accepted Proposal or agreed in writing.
6.6. Unless expressly included in writing, the Contractor does not provide:
(a) legal representation;
(b) registered audit services;
(c) SANAS-accredited verification services;
(d) forensic document authentication;
(e) tax advice;
(f) litigation or dispute management with regulators, verification agencies, or third parties;
(g) signing or execution of Client documents as the Client's authorised signatory; or
(h) third-party services that are separately provided by independent providers.
6.7. The Contractor acts only as an independent professional advisor and service provider. The Contractor does not act as the Client's employer, co-employer, labour broker, human resources department, management representative, disciplinary chairperson, legal representative, verification agency, auditor, regulator, or decision-maker.
6.8. The Contractor has no authority to bind the Client, make employment decisions for the Client, classify employees finally on behalf of the Client, compel any Client Personnel to provide information, pressure any Client Personnel to give evidence or confirmations, or make final declarations to any employee, regulator, verification agency, court, tribunal, bargaining council, or other third party unless expressly authorised in writing and legally permitted.

7. Term, Automatic Renewal, and Continuation
7.1. Unless the Proposal states otherwise, the Agreement starts on the Effective Date and continues for an Initial Term of twelve (12) consecutive months.
7.2. At the end of the Initial Term, the Agreement automatically renews for a further twelve (12) month Renewal Term.
7.3. At the end of each Renewal Term, the Agreement automatically renews again for a further twelve (12) month Renewal Term.
7.4. Automatic renewal does not require the Contractor to issue a new annual Proposal, and does not require the Client to sign a new annual Proposal, provided the service scope remains unchanged.
7.5. Each Renewal Term is subject to the same Agreement, as automatically adjusted by the Annual Increase and any other valid Fee adjustment, discount, addendum, or written amendment.
7.6. Either Party may prevent renewal by giving written notice of termination before the end of the then-current term, in accordance with clause 23.
7.7. If mandatory consumer protection law applies to a particular Client or transaction, any mandatory renewal notice, cancellation right, maximum fixed term, or continuation rule required by that law will apply to the extent required by law.

8. Fees and Automatic Annual 7% Increase
8.1. The starting Fees are set out in the accepted Proposal, service selection, addendum, quotation, or invoice.
8.2. Recurring Retainer Fees are payable monthly, quarterly, annually, or at another agreed interval stated in the Proposal.
8.3. The Client agrees that all recurring Retainer Fees will automatically increase by seven percent (7%) once every twelve (12) months.
8.4. The Annual Increase applies automatically:
(a) on the anniversary of the Effective Date; or
(b) on the first day of each Renewal Term; or
(c) on another annual increase date stated in the Proposal.
8.5. If the Proposal does not state a different annual increase date, the Annual Increase applies from the first invoice issued for the next Renewal Term.
8.6. The Annual Increase is a pre-agreed contractual increase. It is not a new proposal, does not require a fresh quotation, and does not require further signature or acceptance by the Client once these Terms have been accepted.
8.7. The Contractor will send the Client a written billing notice at least thirty (30) calendar days before the Annual Increase takes effect, unless the Annual Increase date and revised Fee are already clearly stated in the accepted Proposal, renewal notice, invoice schedule, or addendum. The notice will state:
(a) the current recurring Fee;
(b) the 7% increase;
(c) the revised recurring Fee;
(d) the effective date; and
(e) the invoice period from which the revised Fee will apply.
8.8. If the Contractor sends the billing notice late, the Contractor may apply the revised Fee from the first invoice issued after thirty (30) calendar days have passed from the date of the billing notice, unless the Parties agree otherwise in writing.
8.9. The Annual Increase applies to the gross recurring Retainer Fee before referral reductions, settlement discounts, discretionary discounts, credits, or rebates are applied.
8.10. Referral reductions and other discounts are calculated after the Annual Increase unless the Contractor confirms a different calculation in writing.
8.11. The Annual Increase applies only to recurring Retainer Fees. Once-off fees, project fees, third-party costs, travel costs, verification fees, training costs, Industry Solution fees, disbursements, and out-of-scope work may be quoted or adjusted separately.
8.12. Where a Client pays annually in advance, the Annual Increase will apply to the next annual invoice or renewal invoice and will not retrospectively change an invoice already issued and paid for a completed annual billing period, unless agreed in writing.
8.13. If a Client changes its service scope during a term, the revised Fee for the changed scope will be agreed in writing. The next Annual Increase will apply to the revised recurring Fee unless the Parties agree otherwise in writing.
8.14. If VAT becomes applicable, changes, or must be charged by law, VAT will be added to Fees where required by law and is not treated as part of the 7% Annual Increase.
8.15. The Client may not refuse payment of the Annual Increase on the basis that no new Proposal was issued, provided these Terms were accepted and the increase was calculated in accordance with this clause.
8.16. For Clients whose existing signed agreements do not yet incorporate these Terms or another automatic annual increase clause, the Annual Increase will become binding only once the Client accepts these Terms, signs an addendum, accepts an updated service agreement, confirms acceptance by email, or otherwise gives written acceptance through an authorised representative.

9. Invoicing and Payment
9.1. Unless the Proposal states otherwise, the Contractor will issue monthly invoices on or around the 15th day of each month, and payment is due by the last calendar day of that month.
9.2. Quarterly, annual, or other billing cycles will be invoiced according to the Proposal or written billing arrangement.
9.3. Payment must be made by electronic funds transfer into the bank account nominated by the Contractor on the invoice or in writing.
9.4. The Contractor may update its banking details by written notice. The Client is not required to pay into a new bank account until the notice has been received and reasonably verified.
9.5. The Client must use the invoice number as payment reference.
9.6. Fees are exclusive of VAT unless the Proposal or invoice states otherwise.
9.7. Bank charges, forex charges, transfer charges, and payment processing costs are for the Client's account unless agreed otherwise.
9.8. If any invoice remains unpaid after the due date, the Contractor may suspend all or part of the services until all overdue amounts are paid.
9.9. Suspension for non-payment does not release the Client from paying Fees that fall due during the suspension period, unless the Contractor agrees otherwise in writing.
9.10. If non-payment continues for seven (7) calendar days after written demand, the Contractor may terminate the Agreement by written notice.
9.11. Fees already paid are non-refundable except where required by law, expressly agreed in writing, or where the Contractor is in material breach and fails to remedy the breach within the required period.
9.12. If the Client disputes an invoice, the Client must notify the Contractor in writing within five (5) Business Days of receipt, stating the disputed amount and detailed reason for the dispute.
9.13. The undisputed portion of a disputed invoice remains payable by the due date.
9.14. The Client may not withhold, defer, deduct, or set off payment except in respect of a bona fide invoice dispute properly raised under this clause.

10. Additional Services, Out-of-Scope Work, and Industry Solutions
10.1. Services outside the agreed retainer scope will be charged separately.
10.2. The Client will not be liable for additional service Fees unless the Client accepted the relevant quotation, Proposal, addendum, fee schedule, or written instruction confirming the additional work.
10.3. The following are excluded from the retainer unless expressly included in the Proposal:
(a) verification agency fees;
(b) training provider fees;
(c) learner stipends;
(d) skills development programme costs;
(e) ownership structuring costs;
(f) enterprise and supplier development contributions;
(g) travel, accommodation, and venue costs;
(h) legal, tax, audit, or verification work by third parties;
(i) Industry Solution implementation costs;
(j) once-off projects; and
(k) urgent work outside the normal agreed service process.
10.4. The Contractor may recommend, arrange, facilitate, or manage access to Industry Solutions, but third-party provider fees remain separate unless expressly included in writing.

11. Referral Reduction
11.1. The Contractor may grant a referral reduction to an existing Client who introduces a Qualifying Referral.
11.2. The standard referral reduction is ten percent (10%) of the Referring Client's applicable recurring monthly Retainer Fee, calculated before VAT and after the Annual Increase has been applied.
11.3. A referral qualifies only if all of the following requirements are met:
(a) the Referring Client introduces the Referred Client to the Contractor in writing, or the Referred Client identifies the Referring Client as the source of the referral before or during the onboarding process;
(b) the Referred Client is not already an existing client of the Contractor;
(c) the Referred Client is not already an active lead, pending proposal recipient, or known opportunity in the Contractor's pipeline before the referral is made, unless the Contractor agrees in writing that the referral materially assisted the engagement;
(d) the Referred Client signs or accepts a Qualifying Retainer;
(e) the Qualifying Retainer includes B-BBEE Consulting Retainer services;
(f) the Qualifying Retainer is not limited to once-off services, project-only services, Employment Equity-only services, Skills Development-only services, training-only services, verification-only services, Industry Solutions-only services, third-party facilitation-only services, or ad hoc advisory work;
(g) the Referred Client pays its first retainer invoice in full; and
(h) the Referred Client does not cancel before the first retainer invoice has been paid.
11.4. A retainer that includes B-BBEE consulting together with Employment Equity, Skills Development, or other services may qualify, provided that B-BBEE consulting forms part of the recurring retainer scope.
11.5. A retainer that includes only Employment Equity and Skills Development, without B-BBEE consulting, does not qualify.
11.6. A once-off B-BBEE project does not qualify, even if it relates to B-BBEE, because the referral reduction applies only to recurring retainer clients.
11.7. The Contractor has the final responsibility to confirm whether a referral qualifies, acting reasonably and in good faith.
11.8. The referral reduction starts on the next invoice issued to the Referring Client after the Contractor confirms that the referral qualifies.
11.9. The referral reduction applies only to the Referring Client's recurring retainer Fee. It does not apply to:
(a) VAT;
(b) third-party costs;
(c) Industry Solution costs;
(d) verification fees;
(e) learner costs;
(f) training provider costs;
(g) travel or disbursements;
(h) once-off project fees;
(i) out-of-scope work; or
(j) amounts already invoiced before the referral reduction effective date.
11.10. Referral reductions are applied after the 7% Annual Increase. For example, if the recurring Fee is R10,000 and the Annual Increase takes it to R10,700, a 10% referral reduction is calculated on R10,700, resulting in a reduced recurring Fee of R9,630 before VAT.
11.11. If the Referring Client has more than one Qualifying Referral, referral reductions may be cumulative, unless the Contractor states otherwise in writing.
11.12. Cumulative referral reductions may reduce the Referring Client's recurring retainer Fee to zero for the applicable period, but may not create a cash payment, refund, credit balance, carry-forward credit, or payment obligation by the Contractor.
11.13. Referral reductions are not transferable, not exchangeable for cash, and may not be ceded, sold, transferred, or applied to another client or entity unless the Contractor agrees in writing.
11.14. For monthly billed Clients, the referral reduction applies to future monthly invoices from the confirmed effective date.
11.15. For annually billed or prepaid Clients, the Contractor may apply the referral reduction as:
(a) a credit against the next invoice;
(b) a pro-rata credit against a future renewal invoice;
(c) a pro-rata extension of services; or
(d) another written arrangement agreed between the Parties.
11.16. The Contractor is not required to refund amounts already paid before the referral reduction effective date unless the Contractor agrees in writing.
11.17. Unless the Contractor confirms a longer period in writing, each referral reduction applies for the remaining period of the Referring Client's then-current annual term.
11.18. At renewal, the Contractor may continue an active referral reduction into the next Renewal Term if the Referred Client remains active, paid up, and on a Qualifying Retainer. If continued, the reduction applies after the Annual Increase.
11.19. If the Referred Client terminates its Qualifying Retainer before completing its initial twelve (12) month term for any reason other than the Contractor's material breach, the Contractor may remove the referral reduction from the Referring Client's next invoice.
11.20. If the Referred Client defaults on payment, suspends its services, materially reduces its retainer so that it no longer includes B-BBEE consulting, converts to once-off work, or ceases to be a Qualifying Retainer, the Contractor may suspend or remove the referral reduction from the next invoice.
11.21. If a referral reduction was granted before the Contractor became aware that the referral did not qualify, the Contractor may correct the billing prospectively from the next invoice. The Contractor will not claw back past reductions unless there was fraud, misrepresentation, bad faith, or material non-disclosure.
11.22. If more than one person or client claims the same Referred Client, the Contractor may recognise the first valid written introduction received, unless the Contractor determines that another person materially caused the referral and confirms that decision in writing.
11.23. Self-referrals, referrals of related entities under substantially the same ownership or control, referrals of existing group companies, and referrals of entities already negotiating with the Contractor do not qualify unless the Contractor agrees in writing.
11.24. The Contractor may amend, suspend, or withdraw the referral programme for future referrals by publishing updated terms or giving written notice. Any valid referral reduction already confirmed will continue for its confirmed period, unless these Terms allow it to be suspended or removed.

12. Client Responsibilities
12.1. The Client must provide all information, records, documents, data, access, approvals, instructions, decisions, and cooperation reasonably required by the Contractor to perform the services.
12.2. The Client warrants that all information, documents, records, and explanations provided to the Contractor are accurate, complete, authentic, lawful, current, and not misleading.
12.3. The Client remains responsible for its own legal, regulatory, B-BBEE, Employment Equity, Skills Development, tax, labour, corporate governance, and internal compliance obligations.
12.4. The Client must appoint and maintain a suitably authorised primary contact person.
12.5. The Client must ensure reasonable availability of its management, employees, representatives, and relevant third parties where required for the services.
12.6. The Client must promptly notify the Contractor of any material change that may affect the services, including changes in ownership, management control, group structure, payroll, headcount, financial information, procurement, supplier development, skills development spend, verification timing, or compliance status.
12.7. The Client must not provide forged, altered, unlawful, misleading, incomplete, or inaccurate documents.
12.8. If the Contractor reasonably suspects that any document or information is fraudulent, unlawful, inaccurate, incomplete, or materially misleading, the Contractor may suspend services, request clarification, require corrected information, or terminate the Agreement immediately by written notice.
12.9. The Client remains solely responsible for all final decisions, approvals, declarations, classifications, submissions, reports, employment practices, workplace communications, employee consultations, employee interviews, internal sign-offs, and disclosures made in relation to the Client's business.
12.10. The Client is solely responsible for reviewing, approving, and signing off all Declared Information before it is used, submitted, disclosed, relied upon, or provided to any verification agency, regulator, auditor, employee, representative, tribunal, court, client, supplier, or other third party.
12.11. The Client warrants that any Declared Information approved, signed, submitted, or disclosed by the Client has been reviewed by an authorised representative of the Client and is true, accurate, complete, lawful, and not misleading to the best of the Client's knowledge.
12.12. The Client is solely responsible for the final classification and treatment of its Client Personnel, including job titles, job grades, occupational levels, management levels, reporting lines, duties, responsibilities, remuneration, benefits, designated group information, disability information, citizenship information, employment status, employment category, workplace profile data, and any information used for B-BBEE, Employment Equity, Skills Development, payroll, audit, verification, or statutory purposes.
12.13. Where the Contractor advises on occupational levels, management levels, B-BBEE classifications, Employment Equity classifications, Skills Development classifications, or any similar classification, that advice is provided for the Client's consideration and must be checked and approved by the Client before use. The Client remains responsible for the final classification and any consequences arising from it.
12.14. The Client is solely responsible for managing all Client-Side Matters, including its relationships, communications, consultations, confirmations, acknowledgements, objections, complaints, grievances, disputes, investigations, audits, verification queries, regulatory queries, employee relations, supplier relations, customer relations, third-party relations, internal approvals, and implementation decisions.
12.15. The Client must ensure that any interview, consultation, confirmation, declaration, sign-off, approval, disclosure, information-gathering process, communication, submission, or implementation step relating to a Client-Side Matter is conducted lawfully, fairly, accurately, completely, transparently, and without coercion, intimidation, undue pressure, victimisation, retaliation, or misrepresentation.
12.16. If any Client Personnel, client, supplier, service provider, shareholder, funder, regulator, verification agency, auditor, representative, trade union, or other third party disputes, questions, rejects, investigates, or challenges any Client-Side Matter, the Client must manage and resolve that matter directly. The Contractor may provide advisory support if requested and agreed, but the Contractor is not responsible for the matter, its handling, its outcome, or any related consequence.
12.17. The Client must promptly notify the Contractor of any dispute, objection, complaint, query, allegation, investigation, audit query, verification query, regulatory query, or third-party challenge that may affect information used for B-BBEE, Employment Equity, Skills Development, verification, audit, reporting, or compliance purposes.
12.18. The Client must not represent to Client Personnel, clients, suppliers, service providers, shareholders, funders, verification agencies, regulators, auditors, trade unions, or other third parties that the Contractor made a final decision, approved a declaration, compelled any statement, forced any classification, assumed responsibility for the Client's records, or accepted responsibility for any Client-Side Matter unless this is expressly recorded in writing by the Contractor.

13. Professional Responsibility and No Guaranteed Outcome
13.1. The Contractor will perform the services with reasonable skill, care, diligence, and professionalism expected of a B-BBEE, Employment Equity, and Skills Development consultant operating in South Africa.
13.2. The Contractor provides consulting and advisory services. The Contractor does not guarantee any specific B-BBEE level, score, audit result, verification result, Employment Equity outcome, Skills Development outcome, grant approval, regulatory approval, or commercial outcome.
13.3. The Client acknowledges that outcomes depend on factors outside the Contractor's control, including Client implementation, Client records, Client decisions, third-party conduct, verification agency decisions, regulator decisions, market conditions, and changes in law, codes, interpretations, or practice.
13.4. The Contractor may rely on information supplied by the Client and is not required to independently audit, verify, or authenticate all Client records unless expressly agreed in writing.
13.5. The Contractor may provide advice on the interpretation and application of B-BBEE, Employment Equity, Skills Development, and related compliance frameworks, including guidance on occupational levels, management levels, workforce profiles, scorecard evidence, audit files, and verification preparation.
13.6. Any such advice is advisory only and is based on the information available to the Contractor at the time, the Contractor's professional understanding of the applicable framework, and the assumptions reasonably disclosed or apparent from the Client's information.
13.7. Where the Contractor advises that a person appears to fall within a particular occupational level, management level, employment category, designated group, or other compliance classification, that advice does not constitute a final employment decision, legal finding, audit finding, verification decision, or binding determination of the person's employment status.
13.8. The Client acknowledges that classifications may involve judgment based on job content, duties, responsibility, reporting lines, grading systems, remuneration structures, workplace context, statutory guidance, and available evidence. The Client remains responsible for confirming the facts and approving the final classification.
13.9. The Contractor is not responsible for any Client-Side Dispute or third-party dispute arising from or relating to the Client's business, workforce, records, documents, data, evidence, declarations, sign-offs, approvals, submissions, communications, employment practices, supplier relationships, customer relationships, third-party relationships, implementation decisions, or omissions, except to the extent finally determined by a competent court or tribunal to have been caused directly by the Contractor's fraud, wilful misconduct, or gross negligence.
13.10. The Contractor will use reasonable professional care to provide accurate and practical advice, but the Client remains responsible for deciding whether to accept, reject, implement, disclose, submit, or rely on that advice.

14. Unlimited Support and Reasonable Use
14.1. Where a Proposal refers to unlimited support, the support is unlimited only within the agreed service scope and for legitimate business and compliance purposes.
14.2. Unlimited support does not include:
(a) services outside the agreed scope;
(b) abusive, vexatious, repetitive, or unreasonable requests;
(c) requests unrelated to the selected services;
(d) work that should reasonably be treated as a separate project;
(e) Industry Solutions;
(f) third-party services;
(g) urgent work outside normal working arrangements, unless agreed; or
(h) work caused by the Client's failure to provide accurate, complete, or timely information.
14.3. If the Contractor reasonably determines that the Client's use of support exceeds the intended commercial purpose of the Agreement, the Contractor may notify the Client and propose a revised process, scope, or Fee.
14.4. The Client must use the Contractor's professional resources in good faith and must cooperate with reasonable processes introduced to manage service delivery.

15. Industry Solutions and Third-Party Providers
15.1. The Contractor may recommend, introduce, arrange, coordinate, facilitate, or manage access to Industry Solutions or third-party providers.
15.2. Unless expressly agreed in writing, third-party providers remain independent providers and are not employees, agents, partners, or subcontractors of the Contractor.
15.3. Third-party services may be subject to separate terms, fees, proposals, invoices, contracts, and payment arrangements.
15.4. The Contractor will take reasonable steps to recommend reputable providers but is not liable for the acts, omissions, fees, performance, non-performance, advice, documents, delays, or outcomes of independent third-party providers.
15.5. The Client remains responsible for deciding whether to proceed with any Industry Solution or third-party provider.

16. Confidentiality
16.1. Each Party must keep confidential all non-public, confidential, proprietary, commercial, financial, operational, legal, technical, strategic, and personal information disclosed by the other Party in connection with the Agreement.
16.2. Confidential Information includes proposals, pricing, reports, templates, methodologies, working papers, client records, scorecard information, payroll information, ownership information, skills development information, procurement information, strategies, business information, personal information, and the terms of the Agreement.
16.3. Confidential Information does not include information that:
(a) is publicly available through no fault of the receiving Party;
(b) is lawfully received from a third party without breach of a confidentiality obligation;
(c) was already lawfully known before disclosure; or
(d) is independently developed without reference to the Confidential Information.
16.4. A receiving Party may use Confidential Information only to perform obligations, exercise rights, or comply with law under the Agreement.
16.5. A receiving Party may disclose Confidential Information only to its employees, officers, professional advisors, approved subcontractors, and service providers who need to know the information and are bound by suitable confidentiality obligations.
16.6. A Party may disclose Confidential Information where required by law, court order, regulator, verification agency process, or competent authority, provided that the disclosing Party gives reasonable prior notice where legally permitted.
16.7. Confidentiality obligations survive termination or expiry of the Agreement for two (2) years, or longer where required by law or where the information remains a trade secret.

17. Data Protection and POPIA
17.1. Each Party must comply with applicable data protection laws, including the Protection of Personal Information Act, 4 of 2013.
17.2. The Client warrants that all personal information provided to the Contractor has been lawfully obtained and may lawfully be shared with the Contractor for purposes of the services.
17.3. The Contractor will process personal information only to perform the services, administer the relationship, comply with law, maintain records, or exercise rights under the Agreement.
17.4. The Contractor will take appropriate and reasonable technical and organisational measures to safeguard personal information in its possession or under its control.
17.5. If the Contractor becomes aware of an actual or suspected personal information breach affecting Client information, the Contractor will notify the Client without undue delay and provide reasonable information to assist the Client.
17.6. On termination or expiry, the Contractor will return or securely delete personal information where reasonably required and legally permissible, subject to lawful retention obligations.
17.7. Where personal information is processed by third-party providers or Industry Solution providers, that processing may be subject to the provider's own terms, policies, and legal obligations.

18. Contractor Materials and Deliverables
18.1. All templates, methodologies, tools, processes, guides, reports, working papers, presentations, spreadsheets, trackers, training materials, and other materials developed or supplied by the Contractor remain the property of the Contractor unless expressly agreed otherwise in writing.
18.2. The Client receives a non-exclusive, non-transferable, revocable licence to use Contractor materials internally for its own compliance and business purposes during the Agreement.
18.3. The Client may not sell, license, share, publish, distribute, copy, adapt, reverse engineer, or commercially exploit Contractor materials without prior written consent.
18.4. The Client's source documents, raw records, and Client-owned data remain the property of the Client.
18.5. The Contractor may retain copies of working papers, correspondence, deliverables, and records for legal, regulatory, professional, insurance, evidentiary, and internal business purposes.

19. Use of Client Name and Logo
19.1. The Client grants the Contractor permission to use the Client's name and logo only to identify the Client as a client of the Contractor in proposals, pitch documents, presentations, marketing materials, and on the Website.
19.2. The Contractor may not disclose confidential Client information, project details, scorecard information, financial information, payroll information, ownership information, or compliance information in marketing materials without the Client's prior written approval.
19.3. The Client may withdraw permission for public logo use by giving written notice, after which the Contractor will remove the logo from future public-facing materials within a reasonable period.

20. Limitation of Liability
20.1. To the fullest extent permitted by law, the Contractor's aggregate liability arising from or relating to the Agreement will not exceed the total Fees actually paid by the Client to the Contractor during the twelve (12) months immediately before the event giving rise to the claim.
20.2. Neither Party will be liable to the other for indirect, consequential, special, punitive, exemplary, or incidental loss, including loss of profit, revenue, data, business opportunity, goodwill, or business interruption.
20.3. The Contractor is not liable for loss arising from:
(a) inaccurate, incomplete, late, fraudulent, or misleading Client information;
(b) Client implementation decisions;
(c) Client failure to act on advice;
(d) third-party provider conduct;
(e) verification agency decisions;
(f) regulator decisions;
(g) changes in law, codes, interpretations, or practice; or
(h) matters outside the Contractor's reasonable control.
20.4. Nothing in the Agreement limits liability for fraud, wilful misconduct, gross negligence, or any liability that cannot lawfully be limited.
20.5. Any claim by the Client must be notified to the Contractor in writing within six (6) months after the Client became aware, or reasonably should have become aware, of the event giving rise to the claim.
20.6. Without limiting the generality of this clause, the Contractor will not be liable for any claim, loss, dispute, penalty, cost, damages, complaint, investigation, verification finding, audit finding, employment consequence, commercial consequence, regulatory consequence, third-party consequence, or other consequence arising from or relating to:
(a) any Client-Side Matter or Client-Side Dispute;
(b) any objection, complaint, query, investigation, dispute, or claim by Client Personnel, clients, suppliers, service providers, shareholders, funders, trade unions, regulators, verification agencies, auditors, or other third parties;
(c) any allegation that any person was misled, pressured, influenced, coerced, improperly consulted, insufficiently consulted, incorrectly recorded, incorrectly classified, incorrectly disclosed, or incorrectly included or excluded by the Client or any other person;
(d) any Declared Information approved, signed off, submitted, disclosed, omitted, amended, rejected, or used by the Client;
(e) any difference between the Contractor's advisory view and the view of the Client, Client Personnel, clients, suppliers, service providers, shareholders, funders, trade unions, regulators, verification agencies, auditors, courts, tribunals, bargaining councils, or other third parties;
(f) the Client's failure to review, correct, update, approve, or reject advice, draft reports, schedules, evidence, classifications, or declarations before use;
(g) the Client's policies, practices, decisions, omissions, communications, consultations, interviews, grievances, disciplinary processes, labour relations, customer relations, supplier relations, third-party arrangements, or internal governance;
(h) any audit, verification, B-BBEE, Employment Equity, Skills Development, procurement, ownership, supplier development, enterprise development, regulatory, contractual, commercial, employment, or third-party consequence arising from the Client's business, workplace, records, disclosures, declarations, submissions, sign-offs, or implementation decisions.
20.7. The Client indemnifies and holds the Contractor harmless against any claim, demand, loss, liability, damages, penalty, fine, cost, expense, legal cost, professional cost, investigation cost, or proceeding brought by Client Personnel, former Client Personnel, trade unions, representatives, regulators, verification agencies, auditors, clients of the Client, suppliers, or any other third party arising from or relating to the matters listed in clause 20.6.
20.8. The indemnity in clause 20.7 does not apply to the extent that a competent court or tribunal finally determines that the claim was caused directly by the Contractor's fraud, wilful misconduct, or gross negligence.
20.9. If a third-party claim is made against the Contractor in relation to any Client-Side Matter, Client-Side Dispute, Declared Information, compliance submission, declaration, sign-off, record, classification, disclosure, omission, third-party arrangement, or implementation decision, the Client must provide reasonable assistance, information, documents, witnesses, and cooperation required by the Contractor to answer, defend, settle, or resolve the claim.

21. Force Majeure
21.1. Neither Party will be liable for failure or delay in performing obligations caused by circumstances beyond its reasonable control, including natural disasters, epidemics, pandemics, civil unrest, strikes, lockouts, government action, regulatory changes, power failures, infrastructure failures, war, terrorism, fire, flood, or similar events.
21.2. The affected Party must notify the other Party in writing as soon as reasonably possible and take reasonable steps to reduce the impact.
21.3. Obligations affected by the force majeure event will be suspended for the duration of the event, except for payment obligations for services already rendered.
21.4. If a force majeure event continues for more than sixty (60) consecutive days and materially prevents performance, either Party may terminate the Agreement on thirty (30) calendar days' written notice.

22. Suspension
22.1. The Contractor may suspend services where:
(a) an invoice is overdue;
(b) the Client fails to provide required information or access;
(c) the Client provides information reasonably suspected to be inaccurate, unlawful, fraudulent, or misleading;
(d) continuing services may expose the Contractor to legal, regulatory, professional, ethical, or reputational risk;
(e) the Client materially breaches the Agreement; or
(f) suspension is reasonably required to protect the Contractor, the Client, or a third party.
22.2. Suspension does not waive any rights of the Contractor.
22.3. The Contractor will resume suspended services once the reason for suspension has been remedied to the Contractor's reasonable satisfaction, unless the Agreement has been terminated.

23. Termination
23.1. Either Party may terminate the Agreement without cause by giving at least thirty (30) calendar days' written notice, unless the Proposal states a longer notice period.
23.2. Either Party may terminate the Agreement immediately by written notice if the other Party commits a material breach and fails to remedy that breach within seven (7) calendar days after receiving written notice requiring it to do so.
23.3. The Contractor may terminate immediately by written notice if:
(a) the Client fails to pay an overdue amount within seven (7) calendar days after written demand;
(b) the Client provides fraudulent or materially misleading documents;
(c) the Client acts unlawfully or requests the Contractor to act unlawfully;
(d) the Client's conduct creates an unacceptable legal, regulatory, professional, ethical, or reputational risk; or
(e) continued performance becomes unlawful or materially impracticable.
23.4. On termination or expiry:
(a) the Client must pay all Fees and charges due for services performed up to the effective termination date;
(b) all unpaid invoices become immediately payable;
(c) each Party must return or destroy Confidential Information where reasonably required and legally permissible;
(d) the Client's licence to use Contractor materials ends, except to the extent reasonably required for internal record-keeping and compliance records already delivered and paid for; and
(e) clauses intended to survive termination remain in force.
23.5. Termination does not affect rights, remedies, Fees, or obligations that arose before the termination date.

24. Dispute Resolution
24.1. If a dispute arises, the Parties must first attempt to resolve it through good faith negotiation.
24.2. Either Party may invite the other to a meeting, in person or virtually, to attempt to resolve the dispute. The meeting should take place within fourteen (14) calendar days of the invitation unless otherwise agreed.
24.3. If the dispute is not resolved through negotiation, either Party may refer the dispute to confidential mediation before a mutually agreed mediator.
24.4. If the dispute remains unresolved after mediation, either Party may refer the dispute to binding arbitration in Johannesburg, South Africa, before a single arbitrator appointed by agreement between the Parties or, failing agreement, by the Arbitration Foundation of Southern Africa.
24.5. Nothing prevents either Party from seeking urgent or interim relief from a court with competent jurisdiction.
24.6. Unless otherwise agreed or directed by a competent court or arbitrator, the Parties must continue performing their undisputed obligations while a dispute is being resolved.

25. Notices
25.1. Any notice under the Agreement must be in writing and delivered by hand, sent by registered mail, or sent by email to the address recorded in the Proposal, used by the Parties in the ordinary course of dealing, or otherwise designated in writing.
25.2. A notice is deemed received:
(a) if delivered by hand, on the date of delivery;
(b) if sent by registered mail, five (5) Business Days after posting; and
(c) if sent by email, on the date of successful transmission, provided that no non-delivery notification is received.
25.3. Annual Increase notices, referral reduction confirmations, invoices, payment notices, and operational notices may be sent by email to the Client's designated contact person, finance contact, accounts contact, director, member, owner, or other authorised representative known to the Contractor.

26. Changes to Website Terms and Service Terms
26.1. The Contractor may update Website-use terms from time to time by publishing revised terms on the Website.
26.2. Changes to Website-use terms apply from the date of publication unless otherwise stated.
26.3. Changes to service agreement terms will not vary an existing signed Agreement unless:
(a) the existing Agreement permits the change;
(b) the Client accepts the change in writing;
(c) the change is incorporated into a renewal, addendum, or accepted Proposal; or
(d) the change is required by law.
26.4. The Annual Increase in clause 8 is not treated as a change to the Agreement because it is a pre-agreed commercial term.

27. General
27.1. The Agreement is the entire agreement between the Parties regarding its subject matter and replaces all prior discussions, negotiations, representations, or understandings relating to that subject matter.
27.2. Except for the automatic Annual Increase, referral reductions, billing notices, operational notices, and other mechanisms expressly allowed in these Terms, no addition, variation, or agreed cancellation of the Agreement will be effective unless recorded in writing and accepted by authorised representatives of both Parties.
27.3. No failure or delay in exercising a right will constitute a waiver of that right.
27.4. Neither Party may assign, transfer, or cede its rights or obligations without the prior written consent of the other Party, which may not be unreasonably withheld. The Contractor may subcontract parts of the services to suitably qualified personnel or providers, provided that the Contractor remains responsible for the proper performance of its own obligations.
27.5. If any provision of the Agreement is invalid, unlawful, or unenforceable, the remaining provisions will remain in force. The invalid provision will be replaced, to the extent legally possible, with a valid provision that most closely reflects the Parties' commercial intention.
27.6. The Agreement is governed by the laws of the Republic of South Africa.
27.7. Subject to the dispute resolution clause, the Parties consent to the jurisdiction of the courts of South Africa.
27.8. The Agreement may be signed in counterparts and by electronic signature. Electronic signatures, scanned signed copies, and email acceptances are binding where permitted by law.