These terms and conditions are hereby provided to clarify the mutual expectations on any services and/or products delivered by Innovative Smart Solutions (Pty) Ltd (hereinafter referred to as “ISS”) to you (the “Client”)
1. SERVICE AND/OR PRODUCT DELIVERY
- All relevant service(s) and/or product(s) will be provided by ISS upon written request from the client and will be agreed upon in a business engagement agreement.
- ISS will provide all relevant service(s) and/or product(s) after consultation with the client to ensure that all the clients needs are identified and the business engagement agreement will then be drafted in accordance with the requirements.
- All quotations provided by ISS to the client will be valid for a period of 60 (sixty) days.
- The client hereby agrees to provide ISS access to all relevant information and documentation to ensure that ISS delivers all relevant service(s) and product(s) at the required level of service. All information, documentation and instructions received from the client will be deemed as true and correct and ISS will not be held responsible for any inaccurate information or any actions based on inaccurate information provided by the client.
- Any service(s) and/or product(s) rendered and/or delivered to the client, will be for the client’s benefit only and may not be copied, referred, disclosed, in whole or a part thereof to any third party without prior written consent of ISS.
- The right to provide service(s) and/or product(s) to any other party as ISS may deem fit, is hereby reserved.
- ISS reserves the right to retain ownership of any documentation and/or information produced and/or provided by ISS until full and final payment has been received from the client or as otherwise agreed upon in the business engagement agreement.
- All annual retainer services and/or product(s) that are canceled prior to a 12 (twelve) month period, will be charged pro-rata and the client hereby agrees thereto.
2. FEES AND TERMS OF PAYMENT
- ISS invoices will be paid upon presentation, unless otherwise agreed upon in the business engagement agreement. The client agrees to provide all required billing information to ensure accurate and timeous billing.
- All fees are subject to an annual increase at a reasonable and fair rate and such increase shall not be induced without prior written consent from the client.
- Invoices issued by ISS shall be deemed to be prima facie evidence of fees due and payable to ISS.
- ISS may, to the extent provided by law, at its sole discretion, charge the client interest on all due and unpaid invoices, which interest shall be compounded monthly in arrears.
3. UNFORESEEN CIRCUMSTANCES
- Neither ISS nor the client shall be in breach of the contractual obligations, nor shall either party incur any liability to the other if ISS or the client is unable to comply with the business engagement agreement as a result of any cause beyond either party’s control.
- In the event that any such occurrence take place, the affected party shall be obligated to as soon as reasonably practicable notify the other party in writing, who shall have the option to suspend or terminate the agreement, which notice shall take effect immediately upon delivery thereof, providing that all supporting information is provided together with the said notice.
4. CESSION, WAIVER AND SUB-CONTRACTORS
- Neither party shall have the right to cede or assign the benefit or burden of the business engagement agreement without the prior written consent of the other party.
- Failure by any party to exercise or enforce any rights available to them in the business engagement agreement shall not constitute a waiver of any right available to either party.
- ISS reserve the right to appoint sub-contractors and/or consultants to assist in delivering the relevant service(s) and/or product(s).
5. EXCLUSIONS AND LIMITATIONS OF LIABILITY
- The maximum liability of ISS, its affiliates and any of its directors, employees, agents and/or independent consultants, resource or consultant in respect of all claims, direct economic loss or damage suffered by the client or by other beneficiaries arising out of or in connection with the service(s) and/or product(s) provided shall be limited to an amount equal to one third of the once-off fees charged for the service(s) and product(s) (if applicable) or the retainer amount paid for the service(s) or product(s) or part thereof in respect of which the claim arises, which retainer amount shall not exceed an amount equal to 3 (three) months’ retainer fees paid.
- In the particular circumstances of the service(s) and/or product(s) set out in the business engagement agreement, the liability of ISS and the client in contract or delict or under statute or otherwise, for any indirect or consequential economic loss or damage (including loss of profits) suffered by ISS or the client (or by any other party) arising from or in connection with the service(s) and/or product(s), however the indirect or consequential economic loss or damage is caused but excluding any willful or grossly negligent misconduct, shall be excluded to the extent that such limitation is permitted by law.
- Neither ISS nor the client will be liable to the other party or any cessionary or third party claiming through or on behalf of ISS or the client for any punitive damages whatsoever or for any consequential or other loss or damages beyond the maximum liability specified, to the extent that such an exclusion of liability is permissible in law.
- The parties and other beneficiaries shall not bring any claim personally against any individual person in respect of loss or damage suffered by the claiming party or by other beneficiaries arising out of or in connection with the service(s) and/or product(s), save as may be expressly permitted in terms of any statute. This restriction shall not operate to limit or exclude the liability of either ISS or the client as legal entities for the acts or omissions of its directors, employees and/or agents.
6. THIRD PARTIES
- The Client shall indemnify ISS and hold the aforesaid parties and/or persons harmless against any loss, damage, expense or liability incurred by the Parties and/or persons as result of, arising from or in connection with a combination of the following two circumstances:
- any breach of the obligations under the business engagement agreement; and
- any claim made by a third party or any other beneficiaries which results from or arises from or is connected with any such breach.
- The liability of each party to indemnify the other party shall be limited to an amount equal to one third of the once-off fees charged for the service(s) and/or product(s) (if relevant) or the retainer amount paid for the service(s) and/or product(s) or part thereof in respect of which the claim arises, which retainer amount shall not exceed an amount equal to 3 (three) months’ retainer fees paid.
- Either party may terminate this business engagement agreement or suspend its operation by giving one month’s written notice to the other at any time or as otherwise agreed between the parties. Termination or suspension under this clause shall be without prejudice to any rights that may have accrued to either party before termination or suspension and all sums due to ISS shall become payable in full when termination or suspension takes effect.
- All meetings either at the request of ISS or the client will be held over Google Hangouts, Zoom, Skype and MS Teams.
- All requests for in person and/or off-site meetings may be arranged and may include travel costs and billable consultation fees, as agreed upon between the parties.
9. USE OF LOGO
- The client agrees that its company logo and name may be used in future ISS business engagement agreements or for any marketing purposes.
10. PROTECTION OF PERSONAL INFORMATION ACT (POPIA)
- Each party agrees to comply with POPIA insofar as it is processing any personal information in the performance of its obligations under the business engagement agreement.
- Each party warrants to the other that it shall not (and shall ensure that its personnel shall not):
- Process any personal information in respect of which the other party is the responsible party in any manner or for any purpose other than as set out in this Agreement and only to the extent strictly necessary to perform its obligations under this Agreement and/or as required by applicable law, except to the extent specifically requested to do otherwise by the party who is the responsible party in respect of the personal information in question in writing; and/or
- Cause the party who is either the responsible party or the operator in respect of the personal information in question to breach or contravene POPIA.
- Each party agrees to notify the other in the event of non-compliance or breach of the provisions of POPIA.
- The parties specifically record that all personal information shall constitute confidential information of the party who is the responsible party in respect of the personal information in question.
- Each party shall ensure that all infrastructure, systems and operations which it uses to perform its obligations under this Agreement, including all systems and infrastructure on which personal information is processed, shall at all times be at the standards required by POPIA.
- Neither party shall transfer personal information received from the other party outside of the Republic of South Africa without the prior written consent of the other party, who is the responsible party insofar as the personal information in question is concerned.
- During the COVID-19 pandemic or any other similar circumstances ISS will provide the Service(s) and/or product(s) to the extent possible remotely through the use of available technological mechanisms.
- No client will be permitted at ISS’s offices during the COVID-19 pandemic unless prior written approval has been obtained by the client.
- Should an ISS resource be required to attend the client’s place of business, the client shall ensure that all possible measures have been taken to ensure the health and safety of the ISS resource.
- All ISS resources have been instructed to immediately leave a client’s place of business should they feel their health and safety might, will be or have been compromised in any way or form. The client will remain liable for payment of the Service(s) and/or product(s) in such an event.
12. ENTIRE AGREEMENT
- This sets out the entire agreement and understanding between ISS and the client in connection with the Service(s) and/or product(s). Any amendment, including this clause, must be in writing and accepted by ISS and the client, save to the extent provided otherwise in law.