1. DEFINITIONS AND INTERPRETATION
1. In this Agreement, unless clearly inconsistent with or otherwise indicated by the context:
1.1 any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons (corporate or unincorporated) and vice versa and any reference to a gender includes the other gender;
1.2 headings and the use of bold typeface are to be ignored;
1.3 a reference to a recital, clause, sub-clause, paragraph, sub-paragraph, schedule or appendix is, unless indicated to the contrary, a reference to a recital, clause, sub-clause, paragraph, sub-paragraph, schedule or appendix of this Agreement;
1.4 where any term is defined within the context of any particular clause or sub-clause, the term so defined shall, unless it appears clearly from such clause or sub-clause that such term has limited application to the relevant clause or sub-clause only, bear the meaning ascribed to it for all purposes in terms of this Agreement;
1.5 in the interpretation of this Agreement, the contra proferentum rule of interpretation shall not apply (this Agreement being the product of negotiations between the Parties), nor shall this Agreement be construed in favour of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement;
1.6 the use of the words “include”, “including” and “in particular” in this Agreement followed by a specific example or examples shall not be construed or interpreted as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording and/or such specific example or examples and the words “other” or “otherwise” shall not be construed eiusdem generis with any preceding words where a wider construction is possible;
1.7 “Agreement” means these Ts&Cs together with all written appendices, annexures, exhibits or amendments attached to it from time to time;
1.8 “Client(s)” shall mean any natural person, juristic person including, without limitation, a company or firm entering into an Agreement;
1.9 “Effective Date” means the date on which the Client signs this Agreement;
1.10 “Supplier” is the person as indicated on the face of this Agreement.
2.1 The payment for services rendered shall be both due and payable on first rendition of the Supplier’s invoice. All fees are payable in advance.
2.2 Any amounts due and payable by the Client to the Supplier may not be unilaterally withheld, discounted or set-off by the Client in any manner for any reason whatsoever, without the prior written consent of the Supplier.
2.3 This contract can be canceled by giving 3 (three) months’ written notice.
3. DATA PROCESSING CONSENT
3.1 The Supplier has been engaged or may possibly be engaged to supply goods or render services and therefore the Client hereby consents thereto that the Supplier collect, hold, organise, store, use, administer and process my/our personal information for this purpose.
3.2 The personal information (the “information”) in relation to this consent are, the:
3.2.1 The Client’s contact – and invoicing details (including without limitation email addresses, phone numbers, physical, postal and website addresses VAT and Tax Numbers),
3.2.2 Verification of the Client’s details and may include credit check(s) on the Client and its key decision-makers.
3.3 The Client acknowledges that it has the right to:
3.3.1 request a list of the names and addresses of any potential recipients of the information;
3.3.2 to review and correct the Information; and
3.3.3 to request the return or destruction of the Information once it is no longer required under the engagement with the Supplier or by law.
3.4 The Supplier undertakes that all personal information will be held securely to the standard directed by the Protection of Personal Information Act 4 of 2013 as amended (the “Act” or “POPIA”) and that the Company has bound its service providers (“Operators”) to a similar standard as required and prescribed by POPIA.
4. FAILURE TO PERFORM
4.1 The Supplier will not be liable for any damages or losses incurred and is hereby indemnified by the Client against any claim as a result any of the following, including without limitation:
4.1.1 orders delayed or canceled due to any legal consequence that occurs by the act of the law itself (or ipso jure), or
4.1.2 if the Client is in default of agreed payment terms, or
4.1.3 as a result of an act of God (or force majeure) or incidents such as, without limitation: lockouts, strikes, epidemics, war, terrorist attacks, commandeering of property, fire, flood or any other similar events or anything not caused by the Supplier’s actions, the Supplier’s negligence or is outside the Supplier’s control but which results in a delay or cancellation; or
4.1.4 in a total or partial shutdown of the Supplier or its suppliers.
No Party may cede any or all of that Party’s rights or delegate any or all of that Party’s obligations under this Agreement without the prior written consent of the other Party.
If any part of this Agreement is void, illegal, unenforceable, or in conflict with any law of the state or local Government over this Agreement, the validity of the remaining portions or provisions shall not be affected thereby.
7. NOTICES AND DOMICILIUM
Each Party chooses as its domicilium citandi et executandi their respective addresses set out in the face of this agreement for all purposes arising out of or in connection with this agreement, at which addresses all the processes and notices arising out of or in connection with this agreement, its breach or termination, may validly be served upon or delivered to the Parties.
8. ENTIRE AGREEMENT
8.1 This agreement constitutes the entire agreement between the Parties.
8.2 No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in this agreement.
8.3 No contract varying, adding to, deleting from or canceling this agreement, and no waiver of any right under this agreement, will be effective unless reduced to writing and signed by or on behalf of the Parties.