Terms & Conditions

1. INTERPRETATION AND DEFINITIONS

1.1. In this Agreement, unless the context indicates otherwise, the following expressions bear the meanings assigned to them below and cognate expressions bear corresponding meanings:

1.1.1. “Agreement” means this written Service Agreement together with all annexures, appendices, schedules, addenda and all documents expressly incorporated by reference, as amended from time to time in accordance with the provisions hereof.

1.1.2. “B-BBEE” means Broad-Based Black Economic Empowerment as defined in the Broad-Based Black Economic Empowerment Act 53 of 2003 and the Codes of Good Practice promulgated thereunder, as may be amended from time to time.

1.1.3. “Client” means the entity engaging with Inclusion Works Consulting for the purposes of procuring the services offered, a Client incorporated in accordance with the laws of the Republic of South Africa, including its successors-in-title and permitted assigns.

1.1.4. “Contractor” means Inclusion Works Consulting (Pty) Ltd, a Client incorporated in accordance with the laws of the Republic of South Africa, including its successors-in-title and permitted assigns.

1.1.5. “Parties” means the Client and the Contractor collectively, and “Party” means any one of them as the context may require.

1.1.6. “Proposal” means the written proposal issued by the Contractor to the Client, including the detailed descriptions of services selected, fee amounts, and the elected billing frequency (monthly/quarterly/annually), together with any schedules incorporated by reference, as amended or supplemented in writing from time to time.

1.1.7. “Unlimited Support” means that there shall be no predetermined or contractual limitation, cap or restriction on the number of hours or the amount of advisory, consulting, or support services rendered by the Contractor to the Client under this Agreement, provided that all service requests, advisory engagements, queries and tasks must be related to the services expressly included in the Parties’ signed service selection and must, in the sole and exclusive discretion of the Contractor (acting reasonably and in accordance with prevailing industry standards), not be abusive, vexatious, frivolous or outside the commercial intention of the Agreement.

1.1.8. “Effective Date” means the date upon which this Agreement is signed by the last Party signing, regardless of the date of any signature, unless otherwise expressly stated.

1.1.9. “Business Day” means any day other than a Saturday, Sunday or a public holiday officially recognised in the Republic of South Africa.

1.1.10. “Retainer” means the monthly B-BBEE consulting service fee and arrangement set out in this Agreement, excluding once-off or project-based services unless expressly agreed in writing.

1.1.11. “Industry Solutions” means services and solutions provided to the Client by third-party providers or by the Contractor outside the agreed scope of this Agreement, such as skills development implementation, ownership structuring, enterprise development, verification services, and other ancillary compliance offerings, which are subject to separate fee arrangements and are not included in the retainer fee.

1.2. In this Agreement, unless the context requires otherwise:

1.2.1. Words importing any one gender shall include the other genders;
1.2.2. Words importing the singular include the plural and vice versa;
1.2.3. References to a person include natural and juristic persons, corporate or unincorporated bodies;
1.2.4. References to any law, statute or regulation are to be construed as references to such law, statute or regulation as from time to time amended, substituted or re-enacted;
1.2.5. Clause headings are for reference only and do not affect interpretation.

1.3. The use of the words “including”, “include”, or “in particular” shall be deemed to be without limitation and shall not limit the generality of any preceding words.

1.4. Any reference to a “written notice”, “in writing” or similar expression includes notification by email, provided that proof of transmission and receipt is available and that such communication is sent to the official email addresses recorded for the Parties.

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2. APPOINTMENT AND TERM

2.1. Appointment
The Client hereby appoints the Contractor, and the Contractor accepts such appointment, to provide the professional consulting services set out in this Agreement, together with those services expressly incorporated by reference from the Proposal, and subject to the terms and conditions as set forth herein.

2.2. Commencement and Effective Date
This Agreement shall become effective on the Effective Date, being the date of signature by the last Party to sign.

2.3. Initial Term
Subject to the provisions of this Agreement relating to earlier termination, the Agreement shall remain in force for an initial period of twelve (12) consecutive calendar months (“Initial Term”) calculated from the Effective Date.

2.4. Automatic Annual Renewal and Continuation.

At the expiry of the Initial Term, this Agreement renews automatically for successive periods of twelve (12) months on the same terms and conditions and continues to renew annually unless and until the services are cancelled in accordance with clause 12 (Termination).

2.5. Extension or Amendment of Term
Any extension of the Initial Term or renewal beyond the terms described above, or any substantial amendment to the duration or structure of this Agreement, must be reduced to writing and signed by both Parties to be valid and binding.

2.6. Commencement of Services
The Contractor shall not be required to commence rendering any services until the Agreement has been duly signed by both Parties and all conditions precedent (including payment of any upfront amounts, if specified) have been fulfilled.

2.7. No Creation of Employment or Agency
Nothing in this Agreement shall be construed as constituting a relationship of employer and employee or of principal and agent between the Client and the Contractor or between the Client and any staff or representatives of the Contractor. The Contractor acts at all times as an independent service provider.

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3. SCOPE OF SERVICES

3.1. Services to be Rendered

3.1.1. The Contractor undertakes to provide the Client with professional B-BBEE, Employment Equity, and Skills Development consulting services strictly in accordance with:
(a) the terms of this Agreement;
(b) the services selected in the signed Proposal, which reflect the services due under this Agreement; and
(c) any signed service selection sheet or addendum agreed to in writing by both Parties, specifying the exact deliverables and modules for each annual or renewal period.

3.1.2. The Parties acknowledge that, for the avoidance of doubt, only those services specifically included in the mutually signed service selection (by signature or email confirmation from duly authorised representatives of both Parties) form part of the Contractor’s obligations under this Agreement.

3.2. Unlimited Support—Professional and Reasonable Use

3.2.1. There shall be no cap or limitation on the number of advisory hours, service requests, consultations, document preparations, meetings, training sessions, reporting, or other forms of support provided by the Contractor to the Client, subject to the provisions below.

3.2.2. The Parties expressly agree that all requests for service, support, or advisory made by the Client under this Agreement must be:
(a) directly connected to the services and deliverables expressly selected and agreed to in terms of clause 3.1;
(b) for legitimate business or compliance purposes;
(c) not abusive, vexatious, frivolous, or disproportionate to the commercial intention and agreed scope of the engagement; and
(d) within prevailing professional standards for the industry and the nature of the services being rendered.

3.2.3. Determination of Reasonableness:
The Contractor, in its sole but reasonable discretion (acting in good faith and in accordance with prevailing industry practice), shall determine whether the Client’s utilisation of support, advisory, or service hours remains within the intended commercial and professional boundaries of this Agreement. Should the Contractor determine that such utilisation is excessive or unreasonable, the Contractor shall notify the Client in writing, setting out the grounds for its determination and proposing either (i) an adjustment of practices; or (ii) the negotiation of a suitable amendment to the terms or fees of this Agreement.

3.2.4. The Client undertakes to act in good faith in its utilisation of the Contractor’s professional resources and to cooperate fully with any reasonable requests or recommendations made by the Contractor in the interests of sustainable service delivery.

3.3. Industry Solutions and Third-Party Services

3.3.1. The Parties acknowledge and agree that while the Contractor may recommend, facilitate, arrange, or manage the implementation of industry solutions—including but not limited to ownership structuring, enterprise and supplier development, skills development programme delivery, SANAS-accredited verification, and other compliance or transformation services—the actual delivery of these solutions or services is undertaken by external, independent third-party providers.

3.3.2. The Contractor provides access to such third-party solutions and services as an external solution to complement its advisory offering. The Contractor only recommends and works with third-party providers that have been duly vetted and deemed, in the Contractor’s professional judgment, to be competent, reputable, and appropriate for the Client’s requirements.

3.3.3. Where the Client elects to proceed with any industry solution or third-party service:
(a) the service will be subject to a separate written agreement, either between the Client and the third-party provider, or, if applicable, between the Client and the Contractor for facilitation or project management services;
(b) all fees, costs, or charges related to such third-party services shall be clearly disclosed and agreed upon in advance and shall be separate from and in addition to the Contractor’s retainer or monthly fee.

3.3.4. Liability Disclaimer:
While the Contractor will take reasonable steps to recommend and facilitate only third-party service providers vetted for professionalism and capability, the Contractor does not accept, and expressly disclaims, any liability or responsibility for the acts, omissions, performance, non-performance, fees, or outcomes of any third-party service provider. The Contractor’s obligations in this regard are limited strictly to providing advice, introductions, and facilitation in good faith.

3.3.5. Nothing in this clause shall prevent the Client from independently procuring industry solutions or services from any other provider, provided always that the Contractor shall have no responsibility or liability in relation thereto.

3.4. No Warranties as to Outcomes

3.4.1. The Contractor shall act with the highest level of professional care and diligence in the rendering of services but does not warrant or guarantee any particular audit, rating, certification, or statutory outcome.

3.4.2. All deliverables are dependent on the accuracy, completeness, and timeliness of the information and documentation provided by the Client.

3.5. Service Additions

3.5.1. The Parties may, by mutual written agreement (including exchange of emails between duly authorised representatives), agree to add additional services or modules to the scope of this Agreement at any time. Any such additional services will be set out in a signed addendum or service selection, and will be subject to such further terms, deliverables, and fees as are agreed in writing.

3.5.2. For the avoidance of doubt, the addition of further services or deliverables shall not reduce, limit, or otherwise alter the Contractor’s core obligations under this Agreement, nor shall it affect the fixed retainer fee or the monthly billing arrangement for services already included, unless the Parties expressly agree otherwise in writing.

3.5.3. No service or deliverable already included in the signed service selection or the core retainer agreement may be unilaterally removed, reduced, or converted to a once-off or project fee by either Party, except by way of formal contract amendment signed by both Parties and with clear reference to the affected deliverable and revised terms.

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4. PROFESSIONAL RESPONSIBILITY AND EXCLUSIONS

4.1. Professional Standards and Due Care
The Contractor undertakes to perform all services and obligations under this Agreement with the highest standards of skill, care, diligence, and integrity reasonably expected of a professional B-BBEE, Employment Equity, and Skills Development consultant operating within the Republic of South Africa. All work will be performed in compliance with applicable legislation, industry codes, and prevailing best practices.

4.2. Compliance and Advisory Nature of Services
The Contractor provides compliance consulting and advisory services and does not, unless expressly stated in a written addendum, act as a legal representative, registered auditor, or verification agency. The Contractor does not provide legal opinions or represent the Client in litigation or regulatory proceedings.

4.3. Reliance on Client Information
The Contractor’s ability to provide effective advice, recommendations, and services is dependent on the completeness, accuracy, and timeliness of information, documentation, and cooperation provided by the Client. The Client warrants that all such information and documentation supplied will be true, accurate, and complete, and will promptly notify the Contractor of any changes or omissions that may affect service delivery or compliance outcomes.

4.4. No Warranties or Guarantees as to Outcome
The Contractor shall use all reasonable care and diligence to support the Client’s compliance objectives. However, the Contractor expressly disclaims and does not guarantee or warrant the achievement of any particular B-BBEE rating, verification result, audit outcome, statutory approval, or grant award. Outcomes are influenced by regulatory changes, third-party agencies, and the conduct and circumstances of the Client, for which the Contractor cannot be held liable.

4.5. Limitations on Contractor’s Role
The Contractor does not accept liability or responsibility for any decisions taken or not taken by the Client or its management, board, or employees as a result of any advice or deliverable provided, nor for the actions or performance of any third-party engaged by or through the Client or facilitated in accordance with Section 3.3.

4.6. Exclusion of Certain Services
Unless specifically included in the mutually agreed service selection or formal written amendment, the Contractor is not responsible for the direct provision of:

• Legal representation in any forum,

• Registered auditor services,

• Execution or submission of compliance documents as a signatory on behalf of the Client,

• Management of litigation or disputes with regulators, verification agencies, or other third parties.

4.7. Ongoing Duty of Good Faith
Both Parties undertake to act at all times in good faith and in a manner designed to promote the effective and professional execution of this Agreement.

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5. FEES, INVOICING, AND PAYMENT TERMS

5.1. Amounts and Billing Frequency per Signed Proposal.

The amounts payable by the Client, the services selected, and the billing frequency (monthly/quarterly/ annually) are as set out in the signed Proposal (as defined in clause 1.1.6), which is incorporated by reference. The retainer covers only the services included in the signed Proposal/service selection and expressly excludes industry solutions, third‑party services, or additional services per clause 3.5, which are billed separately.

5.2. Annual Billing (if elected) and Adjustments.

Where the Client has elected annual billing in the signed Proposal, the annual amount, any upfront payments, and the billing schedule will be as specified in the signed Proposal. Any adjustments to fees, or introduction of new services and corresponding fees, must be agreed in writing and will not affect invoices already issued unless expressly stated.

5.3. Invoice Issuance and Payment Timing.

Unless otherwise specified in the signed Proposal, the Contractor will issue an invoice on the 15th day of each month; payment is due by the last calendar day of that month.

 

5.4. Banking Details
All payments shall be made by electronic funds transfer (EFT) into the following bank account:

Bank: ABSA Bank
Account Name: Inclusion Works Consulting (Pty) Ltd
Account Number: 4107813304
Branch Code: 632005
Reference: Invoice Number

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The Contractor may update these banking details upon written notice to the Client, and the Client shall not be obliged to make any payment into a different account until such notice is received.

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5.5. Late Payment and Suspension of Services
If any invoice remains unpaid after the last day of the month in which it is due, the Contractor shall be entitled, without prejudice to any other rights or remedies, to immediately suspend all or part of the services until all outstanding payments and requirements are brought fully up to date.

5.6. Non-Refundable Nature of Fees
All fees paid to the Contractor are non-refundable except where the Client cancels services before commencement and where the Contractor is in material breach of this Agreement and fails to remedy such breach within the prescribed period.

5.7. Additional Services and Industry Solutions
Any additional services, industry solutions, or third-party project facilitation not included in the core retainer will be invoiced separately and only after written acceptance by the Client of a quotation or fee schedule for such services.

5.8. Dispute of Invoices
If the Client disputes any invoice, the Client must notify the Contractor in writing within 5 (five) Business Days of receipt of such invoice, specifying in detail the nature of the dispute. The undisputed portion of the invoice shall remain payable as per the normal payment terms.

5.9. No Withholding of Payment
Under no circumstances shall the Client be entitled to withhold, defer, or set off payment of any invoice or any portion thereof on account of any counterclaim or alleged breach by the Contractor, save where a bona fide dispute exists as contemplated in clause 5.8.

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6. REFERRAL FEE REDUCTION

6.1. Eligibility for Referral Reduction
The Client shall be entitled to a reduction of 10% (ten percent) in its monthly B-BBEE retainer fee for the remaining period of this Agreement for each successful referral of a new client who:
(a) is not an existing or previous client of the Contractor;
(b) enters into and signs a B-BBEE retainer agreement with the Contractor (for the avoidance of doubt, this excludes once-off or project-based services, and excludes Employment Equity and Skills Development retainers); and
(c) successfully pays the Contractor’s first retainer invoice in full.

6.2. Application of Referral Reduction
6.2.1. Where the Client pays monthly, the 10% reduction in the monthly retainer fee shall take effect from the next invoice issued to the Client after confirmation that the referral qualifies under clause 6.1. The reduction will apply to each remaining monthly invoice for the duration of the current Agreement period.

6.2.2. Where the Client has elected to pay any portion of its fees annually or on an upfront basis, the value of the 10% reduction for the balance of the Agreement period will be credited to the Client on the next invoice issued by the Contractor following the qualifying referral. This may be applied as a direct monetary credit, a pro-rata extension of services, or an alternative form as may be agreed in writing between the Parties.

6.3. No Cap on Referral Reductions
There is no maximum limit to the number of successful referrals. If the cumulative value of referral reductions equals or exceeds the full monthly B-BBEE retainer fee, the Client will not be required to pay further B-BBEE retainer fees for the remainder of the Agreement term.

6.4. Limitation to B-BBEE Retainers
The referral reduction benefit applies strictly and exclusively to B-BBEE retainer agreements. It does not apply to referrals that result in Employment Equity or Skills Development retainers or to any once-off, project-based, or non-retainer service.

6.5. Contractor’s Discretion and Confirmation
The Contractor shall be solely responsible for confirming the eligibility of a referred client for purposes of this clause and will notify the Client in writing once the referral has been validated and the reduction is being applied.

6.6. Termination of Referee Relationship
Should the referred client terminate its agreement with the Contractor before the end of its initial term for any reason other than the Contractor’s default, the Contractor reserves the right to adjust the Client’s monthly retainer fee to the rate that would have applied had the referral not occurred, effective from the next invoice after such termination.

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7. INTELLECTUAL PROPERTY AND USE OF CLIENT LOGO

7.1. Ownership of Deliverables and Materials
All working papers, reports, templates, methodologies, analyses, presentations, guides, or other documents and materials developed or provided by the Contractor in connection with the services under this Agreement (“Contractor Materials”) shall remain the sole and exclusive property of the Contractor, whether in original, modified, or derivative form.

7.2. Client Licence
The Contractor grants the Client a non-exclusive, non-transferable, revocable licence to use the Contractor Materials internally, strictly for the Client’s own business purposes and compliance requirements, for the duration of this Agreement.
This licence does not extend to the sharing, disclosure, distribution, reproduction, commercial exploitation, or use of Contractor Materials outside the Client’s own organisation, except with the Contractor’s express written consent.

7.3. Retention of Client Data and Records
All data, source documents, and information supplied by the Client to the Contractor shall remain the property of the Client. The Contractor shall not use or disclose such Client data or records for any purpose other than for the proper execution of the services or as required by law.

7.4. Use of Client Logo
The Client grants the Contractor the right to use the Client’s logo, and only the logo, for the limited purpose of identifying the Client as a client of the Contractor in marketing materials, pitch documents, website, or presentations.
The Contractor shall not use, reproduce, or refer to any other Client information (including brand marks, corporate imagery, trade secrets, or confidential business details) in any context outside service delivery without the Client’s prior written approval.

7.5. Return or Destruction of Materials
Upon termination or expiry of this Agreement, and upon the Client’s written request, the Contractor shall return to the Client or securely destroy all original Client documentation and data in the Contractor’s possession, except where retention is required by law or for regulatory record-keeping purposes.

7.6. No Transfer of Intellectual Property Rights
Except as expressly provided above, nothing in this Agreement shall operate to transfer, assign, or vest any intellectual property rights, title, or interest in any Contractor Materials or methodologies to the Client or any third party.

7.7. Third-Party and Industry Solutions
For any third-party or industry solution arranged, recommended, or facilitated under this Agreement (as contemplated in Section 3.3), all intellectual property rights shall be governed by the terms and conditions of the separate agreement concluded between the Client and the third-party provider. The Contractor assumes no liability for intellectual property, confidentiality, or data use in relation to any external solution or third-party service.

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8. CONFIDENTIALITY

8.1. Obligation of Confidentiality
Each Party (“Receiving Party”) undertakes to treat and keep as strictly confidential all non-public, confidential, or proprietary information disclosed by the other Party (“Disclosing Party”) in connection with this Agreement and its subject matter, whether disclosed orally, in writing, electronically, or by any other means (“Confidential Information”).

8.2. Scope of Confidential Information
For purposes of this Agreement, Confidential Information includes but is not limited to:
(a) all business, operational, technical, commercial, financial, or legal information relating to the Disclosing Party;
(b) reports, templates, methodologies, strategies, analyses, and other deliverables;
(c) trade secrets, know-how, data, processes, procedures, and software;
(d) the existence and terms of this Agreement; and
(e) any personal information as defined in the Protection of Personal Information Act, 4 of 2013 (“POPIA”).

Confidential Information does not include information that:
(i) is or becomes publicly available through no fault of the Receiving Party;
(ii) is lawfully received from a third party without breach of any confidentiality obligation;
(iii) was already lawfully in the Receiving Party’s possession prior to disclosure; or
(iv) is independently developed by the Receiving Party without reference to the Confidential Information.

8.3. Use and Non-Disclosure
The Receiving Party shall:
(a) not use Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement;
(b) not disclose Confidential Information to any third party except as expressly permitted herein or with the prior written consent of the Disclosing Party; and
(c) restrict disclosure of Confidential Information to its officers, employees, professional advisors, and approved sub-contractors who have a legitimate need to know such information and who are bound by equivalent obligations of confidentiality.

8.4. Permitted Disclosures
Nothing in this Agreement prevents the Receiving Party from disclosing Confidential Information if and to the extent required by law, regulation, or a valid order of court or competent regulatory authority, provided that (unless prohibited by law) the Receiving Party gives the Disclosing Party prompt written notice of the required disclosure and cooperates in any reasonable effort to limit or secure confidential treatment.

8.5. Return or Destruction
Upon written request by the Disclosing Party following the termination or expiry of this Agreement, the Receiving Party shall promptly return or securely destroy all Confidential Information in its possession or control, except to the extent retention is required by law or for regulatory record-keeping purposes.

8.6. Survival
The obligations of confidentiality and non-disclosure under this section shall survive termination or expiry of this Agreement for a period of two (2) years, or for such longer period as may be required by law.

8.7. Reference to Use of Client Logo
For the avoidance of doubt, the permitted use of the Client’s logo as described in Section 7.4 shall not constitute a breach of this confidentiality section.

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9. DATA PROTECTION

9.1. Compliance with Data Protection Laws
Both Parties undertake to comply with all applicable data protection legislation in the Republic of South Africa, including but not limited to the Protection of Personal Information Act, 4 of 2013 (“POPIA”), in respect of any personal information processed under or in connection with this Agreement.

9.2. Lawful Processing and Consents
The Client warrants that all personal information provided to the Contractor has been lawfully obtained and that all necessary consents, authorisations, and notices required by law for the collection, processing, storage, and sharing of such information with the Contractor have been secured.

9.3. Contractor’s Obligations
The Contractor shall take appropriate and reasonable technical and organisational measures to safeguard all personal information and confidential data of the Client against accidental loss, unauthorised access, unlawful processing, destruction, or disclosure. The Contractor will only process such data to the extent necessary to fulfil its obligations under this Agreement or as otherwise required by law.

9.4. Use and Disclosure of Personal Information
The Contractor shall not use, share, or disclose any personal information provided by the Client except for the purposes of fulfilling its obligations under this Agreement or as required by law.
The Contractor shall ensure that all personnel or authorised sub-contractors who may have access to such personal information are subject to appropriate confidentiality and data protection obligations.

9.5. Personal Information Breach Notification
In the event of any actual or suspected unauthorised access to, or disclosure, loss, or breach of personal information in the Contractor’s custody (“Data Breach”), the Contractor shall notify the Client without undue delay, providing sufficient detail to allow the Client to take appropriate remedial action as may be required by law.

9.6. Return or Deletion of Data
Upon termination or expiry of this Agreement, or upon the Client’s written request, the Contractor shall securely delete or return to the Client all personal information and confidential data in its possession or control, unless retention is required by law or for regulatory record-keeping purposes.

9.7. Third-Party Providers and Industry Solutions
Where personal information is transferred to or processed by any third-party provider as part of an industry solution or external service (as contemplated in Section 3.3), such processing shall be subject to the data protection policies, practices, and contract terms of that provider. The Contractor shall take reasonable steps to ensure such providers are reputable and implement appropriate safeguards, but assumes no liability for their independent processing activities.

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10. LIMITATION OF LIABILITY

10.1. Aggregate Limitation
The Contractor’s aggregate liability to the Client arising out of or in connection with this Agreement, whether in contract, delict (including negligence), statute, or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Contractor under this Agreement in the twelve (12) months immediately preceding the event giving rise to such liability.

10.2. Exclusion of Consequential Loss
In no event shall either Party be liable to the other for any indirect, consequential, incidental, punitive, exemplary, or special damages (including loss of profits, loss of business, loss of data, or business interruption), whether foreseeable or unforeseeable and whether arising in contract, delict, statute, or otherwise, and even if advised of the possibility of such damages.

10.3. Reliance on Client Information
The Contractor shall not be liable for any losses, damages, penalties, or costs incurred by the Client that arise from or are attributable to any act or omission of the Client, or from the Client’s failure to provide complete, accurate, and timely information or documentation, or from the actions or omissions of any third-party or industry solution provider arranged under this Agreement.

10.4. No Guarantee of Outcomes
The Client acknowledges and accepts that the Contractor does not warrant or guarantee the achievement of any particular compliance outcome, rating, verification result, audit finding, or statutory approval. Any such outcomes are subject to regulatory changes, third-party agency conduct, and the Client’s own implementation and cooperation, all of which are outside the Contractor’s direct control.

10.5. Mitigation and Notification
The Parties agree to take all reasonable steps to mitigate any loss or damage arising out of or related to this Agreement.
Any claim by the Client against the Contractor must be made in writing and notified to the Contractor within six (6) months of the event or circumstances giving rise to the claim; failing which, such claim shall lapse and be unenforceable.

10.6. No Limitation for Gross Negligence or Wilful Misconduct
Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud, gross negligence, or wilful misconduct.

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11. FORCE MAJEURE

11.1. Definition and Scope
Neither Party shall be liable for any failure or delay in performing any of its obligations under this Agreement, if and to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, civil unrest, acts of government, changes in legislation or regulations, strikes, lockouts, industrial actions, fire, explosion, war, terrorism, or any similar event or circumstance (“Force Majeure Event”).

11.2. Notification and Mitigation
A Party affected by a Force Majeure Event shall notify the other Party in writing as soon as reasonably practicable, providing reasonable detail of the nature, extent, and expected duration of the event and the steps being taken to mitigate its effects.

11.3. Suspension of Obligations
The obligations of the affected Party under this Agreement shall be suspended for the duration of the Force Majeure Event to the extent that they are directly affected by such event, provided that the affected Party uses reasonable efforts to resume full performance as soon as reasonably possible.

11.4. Right to Terminate
If a Force Majeure Event continues for a period of more than sixty (60) consecutive days and materially prevents either Party from fulfilling its obligations under this Agreement, either Party shall be entitled to terminate this Agreement by giving thirty (30) days’ written notice to the other Party.

11.5. No Right to Payment
During any period in which performance by either Party is suspended due to a Force Majeure Event, no obligation to make payments for suspended services shall accrue, except for services already rendered up to the commencement of the Force Majeure Event.

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12. TERMINATION

12.1. Termination by Notice
Either Party may terminate this Agreement, without cause and without liability (except for amounts then due and payable), by giving the other Party not less than thirty (30) calendar days’ prior written notice.

12.2. Termination for Breach
Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party commits a material breach of this Agreement and fails to remedy such breach within seven (7) calendar days of receiving written notice requiring it to do so.

12.3. Termination for Non-Payment
The Contractor may immediately suspend all services and/or terminate this Agreement by written notice if the Client fails to pay any amount due under this Agreement by the due date, and such failure continues for seven (7) calendar days after written demand for payment.

12.4. Termination for Force Majeure
This Agreement may be terminated in accordance with the provisions of Section 11 (Force Majeure).

12.5. Consequences of Termination
Upon termination or expiry of this Agreement for any reason:
(a) The Client shall pay all fees and charges due for services performed up to the effective date of termination, including any outstanding additional services or solutions provided in terms of this Agreement;
(b) Each Party shall promptly return or, at the written request of the other Party, securely destroy all Confidential Information and Client data in its possession, subject to any record-keeping requirements prescribed by law;
(c) Any licence granted to the Client under Section 7 (Intellectual Property and Use of Client Logo) shall immediately cease, except as expressly permitted or required by law.

12.6. Survival of Rights and Obligations
Any provisions of this Agreement which expressly or by implication are intended to survive termination or expiry, including but not limited to those relating to confidentiality, data protection, intellectual property, limitation of liability, and payment obligations, shall remain in full force and effect.

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13. CLIENT RESPONSIBILITIES

13.1. Information and Documentation
The Client undertakes to provide the Contractor with all information, records, documents, and access to personnel or systems that the Contractor may reasonably require to perform its obligations under this Agreement.
The Client warrants that all information and documentation supplied shall be true, accurate, complete, and provided timeously.

13.2. Document Authenticity and Fraudulent Documents
The Client expressly warrants and undertakes that all records and documentation provided to the Contractor are authentic, accurate, lawful, and free from any forgery, alteration, misrepresentation, or fraud.
The Client acknowledges and accepts that the Contractor does not provide forensic or legal vetting of the source or authenticity of documents and relies in good faith on the accuracy and bona fides of the documentation supplied by the Client.
The Contractor’s responsibility in relation to document review is limited strictly to professional review and checks for purposes of audit file compilation, verification readiness, and compliance format.
If it is discovered or reasonably suspected at any stage that any document provided by the Client is fraudulent or materially misleading, the Contractor may immediately suspend or terminate this Agreement, and the Client shall remain liable for all losses, damages, costs, and legal consequences arising from the provision or submission of such documents.

13.3. Cooperation and Access
The Client shall ensure the availability and reasonable cooperation of its management, staff, and any third parties under its control who may be necessary to facilitate the proper and efficient rendering of the services. The Client will not unreasonably withhold or delay any approval, decision, or instruction required for the Contractor to fulfil its obligations.

13.4. Designated Contact Person
The Client shall designate and maintain, in writing, a suitably authorised primary contact person who shall act as the main liaison with the Contractor for all purposes under this Agreement. The Client shall promptly notify the Contractor of any change in the designated contact person.

13.5. Compliance with Laws
The Client remains solely responsible for its compliance with all applicable laws, regulations, and internal corporate governance requirements relating to B-BBEE, Employment Equity, Skills Development, and related compliance frameworks.

13.6. Implementation of Recommendations
The Contractor’s advice, recommendations, and deliverables are intended to support the Client’s compliance and business objectives. The Client retains full responsibility and authority for implementing or acting upon such recommendations, and the Contractor shall have no liability for the outcomes of implementation decisions taken or not taken by the Client.

13.7. Prompt Notification of Changes
The Client shall promptly notify the Contractor in writing of any material change in its business structure, ownership, operations, personnel, or any other circumstances that may affect the performance of the services or the achievement of intended compliance outcomes.

13.8. Lawful Provision of Data
The Client confirms that any personal information or confidential data provided to the Contractor has been lawfully obtained and that all required consents or authorisations have been secured, as contemplated in Section 9 (Data Protection).

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14. DISPUTE RESOLUTION

14.1. Good Faith Negotiation
If any dispute, disagreement, or claim arises between the Parties in connection with or relating to this Agreement, its interpretation, performance, breach, or termination, the Parties shall first attempt in good faith to resolve such dispute by negotiation and consultation. Either Party may invite the other to a meeting (in person or virtual) to discuss and attempt to resolve the matter, which meeting shall be held within fourteen (14) calendar days of the invitation.

14.2. Mediation
If the Parties are unable to resolve the dispute through negotiation within fourteen (14) calendar days (or such longer period as the Parties may agree in writing), either Party may refer the dispute to confidential mediation to be conducted by a mutually agreed independent mediator. The costs of mediation shall be shared equally by the Parties, unless otherwise agreed.

14.3. Arbitration
If the dispute remains unresolved after mediation, the dispute shall be finally resolved by binding arbitration in accordance with the Arbitration Act, 42 of 1965, or any statutory re-enactment or modification thereof. The arbitration shall be conducted in Johannesburg, South Africa, by a single arbitrator appointed by agreement between the Parties, or, failing such agreement, by the Arbitration Foundation of Southern Africa.
The decision of the arbitrator shall be final and binding on both Parties and may be made an order of court at the instance of either Party.

14.4. Interim Relief and Urgent Proceedings
Nothing in this section shall prevent either Party from seeking interim or urgent relief from a court of competent jurisdiction (including for an interdict, preservation order, or similar remedy) at any time.

14.5. Continued Performance
Unless otherwise agreed or directed by the arbitrator or a competent court, the Parties shall continue to perform their respective obligations under this Agreement pending the final resolution of any dispute.

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15. GENERAL PROVISIONS

15.1. Entire Agreement
This Agreement, together with all annexures, schedules, and referenced documents, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, agreements, representations, or understandings, whether written or oral, relating to the subject matter hereof.

15.2. Amendment and Variation
No addition to, variation of, or agreed cancellation of this Agreement shall be of any force or effect unless in writing and signed by duly authorised representatives of both Parties.

15.3. No Waiver
No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof.

15.4. Assignment and Subcontracting
Neither Party may assign, transfer, or cede any of its rights or obligations under this Agreement to any third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. The Contractor may, however, subcontract portions of the services to suitably qualified and approved personnel, provided always that the Contractor remains liable for the proper performance of its obligations.

15.5. Notices
Any notice or communication required or permitted to be given under this Agreement shall be in writing and delivered by hand, sent by registered mail, or transmitted by email (with proof of transmission) to the Parties at their respective addresses recorded in this Agreement or at such other address as either Party may designate in writing.
Any notice given as set out above shall be deemed to have been 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 no notification of non-delivery is received.

15.6. Severability
If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be replaced, to the extent permitted by law, with a valid and enforceable provision that most closely reflects the Parties’ original intention.

15.7. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.
Subject to the dispute resolution provisions of this Agreement, the Parties consent to the exclusive jurisdiction of the courts of South Africa for the enforcement of any arbitral award or for any other matter not subject to arbitration.

15.8. Counterparts and Electronic Signature
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signature and transmission by electronic means (including scanned PDF or e-signature platform) shall be effective and binding.