STANDARD TERMS AND CONDITIONS OF BUSINESS

Addison Comline (Pty) Ltd.
Company Registration No: 2019/146939/07
Email: info@addisoncomline.co.za
Web: www.addisoncomline.co.za
Address: 131 12th Avenue, Rivonia, Sandton, 2128

(“AC”)

And.

(“Client”)

The following terms of business apply to all work requested / instructions received from you or anyone purporting to be in your employ. All work carried out is subject to these terms except to the extent that changes are expressly agreed in writing.

1.    Addison Comline (Pty) Ltd.
Documents referred to include all correspondence, email or verbal, these terms and conditions and any annexures you have received. These Standard Terms and Conditions supersede those printed in previous lists and apply to all instructions received by ourselves.

2.    Our fees and invoicing arrangements
Unless written agreement is reached to the contrary, our fees are based on the number and seniority of team required, the degree of skill and responsibility involved, and the resources required to complete the work requested. You shall pay for all work, including preliminary work, be it experimentally or otherwise. Delivery of work/service required outside normal working hours (Mon-Fri 8:00am to 5:00pm) may attract an additional charge.

As an indication of our fees, the relevant cost per hour of various professionals engaged by us are summarised below:
Partner            R2 500
Consultant      R1 750
Associate        R1 250
Analyst            R 950

We will also charge for any disbursements incurred during the work and we will add VAT to charges and disbursements, if applicable. Any fee estimate we may provide is not an agreement to perform the services within a fixed time or for a fixed fee.

3.    Our responsibilities to you
The nature and content of any services we provide will necessarily reflect the instructions received, the amount and accuracy of information provided to us and the timescale within which the advice is required. If general advice is provided, the applicability of this will depend on the particular circumstances in which it is to be used by you (of which we might not be aware) and should be viewed accordingly. Our advice is provided for the purposes described and we disclaim any responsibility for the use of our advice for a different purpose or in a different context.

Unless otherwise directed by you, we may correspond by means of the Internet or other electronic media. Where we do so, whilst we will take reasonable steps to safeguard the security and confidentiality of the information transmitted, you acknowledge that we cannot guarantee its security and confidentiality. While it is our policy to check all

correspondence with anti-virus software, we cannot guarantee that transmissions will be free from infection. If the communication relates to a matter of significance on which you wish to rely, and you are concerned about the possible effects of electronic transmission you should request a hard copy of such transmission from us. If you wish us to password-protect all or certain documents transmitted, you should discuss this with us, and we will make appropriate arrangements.

4.    Your responsibilities to us
In order to enable us to fulfill our responsibilities, you agree on request, to provide us with complete, accurate and timely information and to carry out any obligations ascribed to or undertaken by you or others under your control.

You agree that any commercial decisions that you make, are not within the scope of our duty of care and in taking such decisions you should take into account the restrictions on the scope of our work and other factors, commercial and otherwise, of which you and your other advisers are, or should be, aware from sources other than our work.

5.    Intellectual property rights
We retain all copyright and other intellectual property rights in everything developed by us either before or during the course of work including systems, methodologies, software, know-how and working papers. We also retain all copyright and other intellectual property rights in all reports, written advice or other materials provided by us to you although you will have the full right to distribute copies of these materials within your own organisation. If you wish to distribute copies of these materials outside your own organisation this will require our prior written permission.

6.    Limitation of liability
No responsibility or any liability whatsoever is accepted by us for direct or consequential loss or damage of any nature incurred by the client, its employees, agents or representatives. By engaging us you agree that no claims in respect of this work will be brought personally against any persons involved in the performance of this work, whether actual or deemed servants or agents of us or not.

7.    Our staff and associates
You undertake that during the course of this work and for a period of 12 (twelve) months following its conclusion you will not:

  • solicit or entice away (or assist anyone else in soliciting or enticing away) any member of our professional staff with whom you have had dealings in connection with this Work during the 12 (twelve) months immediately prior to your approach; or
  • employ any such person or engage them in any way to provide services to you.

This undertaking shall not apply in respect of any member of our staff who without having been previously approached directly or indirectly by you responds to an advertisement placed by you or on your behalf. In the event of a breach of the terms of this undertaking which leads to the departure of an individual, the Client will pay to us, on demand, a sum equivalent to 50% (fifty percent) of the equivalent total annual remuneration package paid by us to the individual prior to his or her departure. The Client acknowledges that this provision is a fair and reasonable term intended to be a genuine assessment of the likely loss to us.

8.    Working Papers and Other Documents
We will retain our working papers and other documents produced by us in the course of our Work. These documents are our property and you have no right of access to them. Should you wish to obtain access to these documents, we will consider, in our sole discretion, making them available to you for inspection on terms determined by us. Nothing contained herein may be construed as granting you any right of access to these documents. It is our normal practice to retain documents relating to any Work for five years after the end of the relevant assignment. Thereafter, unless separate arrangements have been made, the documents may be destroyed without reference to you.

9.    Force majeure
We shall not be liable in any way for failure to perform, or delay in performing, our respective obligations under this Work if the failure or delay is due to causes outside our reasonable control.

10. Breach
In the event of us taking measures for the enforcement of our rights you shall pay such collection charges and other legal costs, on an attorney and own client basis, as shall be lawfully charged by such attorneys to ourselves, on demand.

11. Termination
Our Work may be terminated with 45 days’ notice by either party by notice in writing to the regular correspondence address of the other party marked for the appropriate partner or contact. In the event of termination, fees and expenses incurred to the date of termination are payable by you.

12. Interpretation
The rule of interpretation that a contract, or any part of a contract, is to be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply.

13. Non-variation
No variation, modification, consensual cancellation, waiver or relaxation of any provision of these terms, or consent to any departure therefrom, will in any way be of any force or effect unless confirmed in writing and signed by the parties hereto and then such variation, modification, cancellation, waiver or consent or relaxation will be effective only in the specific instance and for the purpose and to the extent for which it was made or given.

Governing law, jurisdiction and alternative dispute resolution

These  terms  of  business  shall  be  governed  by  and  construed  in accordance with the  laws of  the Republic  of South  Africa and any dispute arising out of this Work or these terms shall be subject to the exclusive jurisdiction of the South African Courts to which both parties hereby  agree  to  submit  for  these  purposes.  The  parties  may  by agreement refer any dispute hereunder to arbitration in accordance with the Arbitration Act 42 of 1965.

14. General
Each of the Parties hereby respectively agrees and acknowledges that: it has been free to secure independent legal advice as to the nature and effect of each provision of this agreement and that it has either taken such independent legal advice or has dispensed with the necessity of doing so; and each provision of the proposal, correspondence, these terms and conditions and any annexes is fair and reasonable in all the circumstances and is part of the overall intention of the Parties in connection with the Work. No indulgence which any of the Parties (“the grantor”) may grant to the other or others of them (“the grantee(s)”) shall constitute a waiver of any of the rights of the grantor, who shall not thereby be precluded from exercising any rights against the grantee(s) which might have arisen in the past or which might arise in the future. No remedy granted by this Agreement shall exclude any other remedy available at law.

The client and ourselves chooses as its domicilia citandi et executandi in respect of all services and processes stemming from these standard terms as reflected at the top of this same document.

If any clause or term of the Work documents should be invalid, unenforceable, defective or illegal for any reason whatsoever, then the remaining terms and provisions of the Work shall be deemed to be severable therefrom and shall continue in full force and effect unless such invalidity, unenforceability, defect or illegality goes to the root of the Work.

The expiration or termination of the Work shall not affect such of the provisions of the Work documents that 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.

The provision of the Work is confidential. Neither the Provider nor the Client may disclose them without the other’s consent unless required to do so by law. This obligation continues for a period of 3 years after this agreement ends

Addison Comline (Pty) Ltd.
Incorporating: Addison Advisory & Comline Law

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