This Consulting Agreement is made by and between:-
The Company – The user with above mentioned details as per the digital form.
The Consultant: Leron Business Constants (Pty) Ltd trading as Business Consult and represented by Tienie le Roux.
Collectively the “Parties”).
- Article 1: Scope of services
1.1 Consultant shall use best efforts to:
a) provide services to Company as set out in this Agreement and in any agreed Work Order to the maximum time allowed under this agreement from time to time or such additional time as agreed between the Parties;
b) provide Company with such recommendations, advice, reports, specifications and the like, as are expressly agreed upon or appropriate to the nature of the services to be performed hereunder; and
c) keep reviewable records of work performed with a break down of time spent thereon, and of those expenses which are eligible for reimbursement by Company and to make all such records available to Company upon request;
d) advise and inform on the matters agreed, but the Company acknowledge and confirm that they are informed and that they accept that the Consultant is not an admitted attorney in terms of this agreement and will not act on matters restricted by law to admitted attorneys such as litigation, property transfers (conveyancies) and drafting of memorandum of incorporation for companies.
1.2 Company shall be entitled to place specific work orders in the context of this Agreement. The details of the services to be rendered will then be further discussed between the Parties and subsequently set out in the applicable Work Order, all in accordance with the procedure set out under Article 1.3 below.
1.3. Any and all Work Orders will be defined in accordance with the following procedure:
- Company and the Consultant will agree to a description of the envisaged project, specifying amongst other things and whenever applicable: the nature of the services to be provided, practical work arrangements, end-goals, status reporting methods, deliverables, completion dates;
- Consultant will submit a time requirement estimate on the basis of the Company project description and requirements;
- If Company accepts the estimate submitted by Consultant, a prop forma Work Order will be provided to the Company. The Company will then sumit the Work Order as an offer to the Consultant to finally accept, or to rejected. The work will start only after the agreement is reached by the Parties on the Work Order.
1.4 All of the documents set forth in Article 1.3 above will form an integral part of this Agreement with respect to the relevant work order. In case of any inconsistencies or contradictions between these documents, the following order of descending precedence shall apply:
1. the Work Order as accepted by the Consultant;
2. the Work Order as proposed by the Company;
2. the project description made by Company;
3. the present Agreement;
- Article 2: Remuneration
2.1. In consideration of the Consultant performing the services to the Company in terms of the Work Order, the Company or its appointed agent shall pay to the Consultant the following fees:-
|Standard Consulting Agreement Fees on a monthly debit order basis (10 hours per year)||R550 per month on a fixed debit order for 12 months to a maximum of 10 hours and then on additional fee basis as agreed in the Work Order as per the terms and conditions below.|
|Standard Consulting Agreement Fees Once Off R 6000 payment (10 hours per year)||Maximum of 10 hours any time and then on additional fee basis as agreed in the Work Order as per the terms and conditions below.|
|Comprehensive Consulting Agreement on a monthly debit oprder (20 hours per year)||R1000 per month on a fixed debit order for 12 months to a maximum of 20 hours and then on additional fee basis as agreed in the Work Order as per the terms and conditions below.|
|Consulting Fees in excess of the Standard or Comprehensive Consulting Agreement. Fees and agreed by the Parties in the Work Order submitted by the Company.||R 850 per hour as agreed in the Work Order over and above the Standrad or Comprehensive ConsultingAgreement hours.|
2.2. The consulting hours on debir order becomes available as per one (1) hour per month as per paid by debit order from month one (1) and is cumulative, if not used and will not be not more than eigth (8) hours from month eight (8) to twelwe (12).
2.3. Addisional consulting hours may be purchase at R 850 per hour and is payable in advance on invoice of the Consultant.
2.3. The time made available in terms of clause 2.2 will lapsed if not used during the first 12 months of the contract.
2.4. Where the service provided pursuant to clause 1 of this Agreement is subject to value added tax (VAT), the above net amount shall be grossed up to include applicable VAT, provided however, that the invoice must properly state the VAT amount due. Consultant shall be responsible for proper treatment and declaration of direct taxes with regard to invoiced and paid amounts.
2.3 The Parties acknowledge and agree that the above remuneration and compensation represents the fair market value for all services related to the contracted consulting service, has not been determined in a manner that takes into account the volume or value of any business otherwise generated between Company and Consultant, and shall not obligate Consultant to purchase, use, recommend, or arrange for the use of any product of Company or its affiliates.
- Article 3: Term and termination
3.1 This Agreement shall commence on date when the Company enter its details on the Website and, unless sooner terminated as provided hereunder, shall continue in full force until twelve (12) months thererafter.
3.2 This Agreement can be renewed but shall require the express consent, and where applicable third party approval, of the Parties as to conditions and duration of extension. The Company will have to comply with the website requirement fully.
3.3 Should any payments due in terms of this agreement not be paid duly and on time by the Company by debit order ord directly the whole amout of R 6600 (six thousand six hundred rand) not yet payed become due and payable immediately.
3.4. In the event that a the Consultant materially fails to fulfill or breaches any material term or condition of this Agreement, and in case such failure or breach should not be remedied by the Consulatnt within fifteen (15) working days of written notice of such breach given by the Company, the Company may terminate this Agreement with a further thirty (30) days’ written notice.
- Article 4: Confidentiality/Return of Documents
4.1 In view of Consultant rendering his services, Company may provide Consultant with information concerning Company including, without limitation, information regarding existing or contemplated Company products, processes, techniques, or know-how, that is confidential or proprietary and the disclosure of which would cause irreparable injury to Company (collectively, the “Confidential Information”). Consultant as receiving party (hereinafter a “Receiving Party”) agrees not to disclose the Confidential Information to any person unless the Receiving Party has received prior written authorization from the Company. Additionally, upon termination or expiration of this Agreement for any reason or upon the request of the Company the Receiving Party shall promptly return to the Company all originals and copies of documents or other materials constituting or containing Confidential Information. The Receiving Parties` obligations regarding the Confidential Information shall survive termination or expiration of this Agreement.
4.2 Where the Company has provided the Consultant with documents related to, or necessary for the performance under this Agreement, the Consultant undertakes to properly store such documents and not to allow third parties to access such documents. The Consultant shall return such documents to the Company upon expiry of this Agreement.
4.3 The Consultant shall not disclose to the Company or induce the Company to use, any confidential information belonging to others, including any other clients or former employers of the Consultant.
- Article 5: Copyright/Publications/Inventions
- The Consultant hereby grants the Company a non-exclusive worldwide and in time unlimited right to use in all possible forms and media all copyrightable documents or products which are created by the Consultant in the course of performance of this Agreement (hereinafter the “Work”), including, without limitation the right to use, adapt, edit, chose a title for the Work, translate, input and/or combine into (conventional, electronic, digital) database, reproduce (regardless of media of reproduction and of number of reproduced copies), publish, make available online whether in printed or recorded form (analogous or digital), and regardless of whether in writing, as sound and/or as image for commercial purpose (“Right of Use”). The remuneration of the Consultant pursuant to Article 2 above shall serve as sufficient consideration for granting of the Right of Use.
- The Right of Use shall survive the termination of this Agreement
- Any inventions, improvements, or ideas made or conceived by the Consultant in connection with or during the performance of this Agreement (hereinafter “Service Inventions”) shall, either directly or by way of assignment by the Consultant to the Company be the property of Company. Consultant, without charge to Company other than reasonable payment for time involved in the event this Agreement shall have terminated, but at the Company expense, shall execute, acknowledge, and deliver to the Company all further papers, including applications for patents, as may be necessary to enable the Company to publish or protect Service Inventions by patent or otherwise in all countries and to vest title to such Service Inventions in the Company or its nominees, their successors or assigns. The Consultant shall render assistance as the Company may require in any Patent Office proceeding or litigation involving Service Inventions. The Consultant, as part of the services to be performed, shall keep written notebook records of his/her work, properly witnessed for use as invention records, and shall submit such records to The Company when requested or at the termination of the work. Where assignment by the Consultant of rights of Service Inventions to the Company is necessary in order for said Service Inventions to be the property of the Company, the Consultant undertakes to use his best efforts to obtain any and all necessary approvals, including, but without limitation, approvals of his employer. These services are not included in the Standard Constant Fees Agreement and attional fees may be agreed upon.
- Article 6: General Provisions and Interpretations
- The relationship under this Agreement of the Company and the Consultant
shall be that of independent contractors. Neither this Agreement nor the
services performed hereunder shall be construed to create the relation of
principal and agent or joint venture between the Company and the Consultant and
neither the Company nor the Consultant shall have the right to make any
commitment for, or create any obligation on behalf of the other party.
- This Agreement constitutes the sole record of the agreement between the Parties in relation to the subject matter hereof. No Party shall be bound by any express, tacit or implied term, representation, warranty, promise nor the like not recorded herein. This Agreement supersedes and replaces all prior commitments, undertakings or representations, whether oral or written, between the Parties in respect of the subject matter hereof.
- No relaxation, indulgence or extension of time granted by any Party (“the Grantor”) to another Party shall be construed as a waiver of any of the Grantor’s rights in terms hereof, or a novation of any of the terms of this Agreement or shall estop the Grantor from enforcing strict and punctual compliance with the terms of this Agreement. All provisions of this Agreement and any annexure shall be independent of each other and deletion from or the invalidity of any such provision or annexure shall not affect the remainder of this Agreement.
- Neither this Agreement, nor any part or interest herein, nor any rights or obligations hereunder, may be ceded, delegated, or assigned by the Company, or otherwise transferred by operation of law (including in the case of an amalgamation or merger), by the Copany without the prior written consent of the Consulant. The Consultant may however may cede, delegate, or assign, or otherwise transferred by operation of law (including in the case of an amalgamation or merger), without the prior written consent of the Company.
- This Agreement may be executed in a number of counterparts and by the same Parties in different counterparts, but shall only be deemed to have been concluded when each Party has executed at least one counterpart. Each counterpart, when executed, shall be an original, but all counterparts together constitute the same document.
- The Consultant and the Company shall comply with all applicable laws and regulations (including applicable anti-corruption laws) in providing its services under this Agreement.
- If any provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law the remaining provisions shall continue to be in full force and effect. The Parties undertake to replace the invalid provision or parts thereof by a new provision, which will approximate as closely as possible the economic result intended by the Parties.
- For the purposes of the giving of notices and the
serving of legal process in terms of this Agreement, each of the Parties
chooses a domicilium citandi et executandi (“domicilium”) as follows:
- Company : as provided and inserted to the Webssite;
- Consultant: as set out in Website Information Page;
- Any Party may at any time, by notice in writing to the other Party, change its domicilium to any other address in South Africa which is not a post office box.
- Any notice given in connection with this Agreement
shall, save where a particular form of notice is stipulated, be:
- delivered by hand; or
- sent by courier; or
- sent by post; or
- sent by email,
- to the domicilium chosen by the Party concerned.
- A notice given as set out above shall be deemed to
have been duly given (unless a disputing Party proves the contrary):
- if delivered by hand, on the date of delivery; or
- if sent by courier, on the date of delivery by the courier service concerned; or
- if sent by post, on the 15th (fifteenth) Business Day after the date of posting; or
- if sent by email, on the 1st (first) Business Day after the date of transmission.
- Any written notice (including any electronic mail) actually received by a Party shall be valid, notwithstanding that it may not have been given in accordance with the preceding provisions of this clause 6.
- Any reference to the singular includes the plural
and vice versa;
- Any reference to natural persons includes legal persons and vice versa; and
- Any reference to a gender includes the other genders.
- The clause headings in this Agreement have been inserted for convenience only and will not be taken into account in its interpretation.
- If any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause.
- If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, effect will be given to it as if it were a substantive clause in the body of this Agreement, notwithstanding that it is only contained in the interpretation clause.
- If any period is referred to in this Agreement by way of reference to a number of days, the days will be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a day which is not a Business Day, in which case the day will be the next Business Day.
- If figures are referred to in numerals and in words and if there is any conflict between the two, the numerals shall prevail.
- If any date specified in this Agreement falls on a day that is not a Business Day, that date will be deemed to be the next Business Day.
- Any reference in this Agreement to any other agreement or document shall be construed as a reference to such other agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented.
- The rule of construction that a contract will be interpreted against the party responsible for the drafting or preparation of the contract, will not apply.
- The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.
6.15. The words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s.
6.16. Any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be.This Agreement shall be governed by South African law and the Parties hereto hereby submit to the jurisdiction of the competent courts of South Africa.