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,
- Consultant will submit a time requirement estimate on the basis of the
Company project description and
- 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
2. the project description made by Company;
3. the present Agreement;
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
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
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.
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
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
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).
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
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
- 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:
- 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
- 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
- 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
- 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
- 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.
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
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.