TERMS AND CONDITIONS

Herewith the terms and conditions upon which Hands-on Human Resources  (“H-OHR”) registration number 2019/226191/07 has agreed to provide its services to you, as the Client (“Terms”). Your acceptance of any H-OHR quotation or service indicates your acceptance of the terms of engagement listed below, and any Annexures attached.

  1. THE SERVICES
  • H-OHR will provide its services based on the requirements communicated by the Client verbally and in written correspondence (“the Services”), as set out in greater detail in our proposal. H-OHR shall provide the Services on a retainer basis in line with the retainer package selected by the Client (“the Retainer Services”), on an ad-hoc basis (“the Ad-Hoc Services”), or a combination thereof, dependent on the requirements of the Client as discussed during the Proposal phase as set forth in clause 3
  • Once the Proposal has been accepted by the Client in writing and any initial fees are paid by the Client, as set out in Annexure A and 5 below where applicable, H-OHR will begin providing the Services.
  • The Client understands that H-OHR may require certain information, equipment or action from the Client and/or its contracted third-party service providers in order to properly render the Services. Failure or delay by the Client in providing this action or information will lead to delays in provision of the Services, for which H-OHR will not be liable.
  1. RELATIONSHIP BETWEEN THE PARTIES
  • H-OHR is a service provider and has no employment relationship with the Client. Nothing contained in these Terms shall be deemed to constitute a partnership, joint venture, employer/employee agreement or the like between them. H-OHR shall not, by reason of the actions of any of the other parties, incur any personal liability as co-partner to any third party.
  1. DURATION OF THIS AGREEMENT
    • This Agreement shall commence on receipt of written acceptance of the Proposal, and/or upon receipt of payment of any initial fees payable by the Client, as set out in clause 5 below and where applicable.
    • This Agreement shall terminate:
      • automatically, should the Client have engaged H-OHR to provide Ad-Hoc Services, and such Ad-Hoc Services are completed;
      • at the election of the aggrieved party, pursuant to an unremedied breach of this Agreement as contemplated in clause 6 below;
      • in terms of clause 6 below, should the Client elect to cancel the Services; or
      • immediately, should the parties agree in writing to terminate this Agreement.
    • Termination of this Agreement shall not affect the rights of any party that accrued to such party prior to the date of termination.
  2. PROPOSAL PHASE
    • Before the Services commence, H-OHR and the Client will meet or correspond to discuss their engagement, the Services, and complete any instruction-specific information (“Proposal”).
    • The Proposal shall contain, inter alia, an estimation of the fees payable by the Client to H-OHR in relation to the Services, the due dates or milestones for such payments, and any other instruction-specific information deemed necessary by H-OHR.
    • The provision of the Services shall commence upon written acceptance of the Proposal by the Client, and further upon payment of any initial fees payable by the Client, as the case may be.
    • The fees stipulated in the Proposal are, unless otherwise stated, fixed for a period of 30 (thirty) days from the date thereof. Should the Services be provided later than 30 days after the date of the Proposal as aforesaid, H-OHR reserves the right to review the Fees and may increase them should they deem it appropriate to do so in their sole and unfettered discretion.
  3. PAYMENT TERMS

Service Fee

  • H-OHR will charge a fee for the Services. This fee, including any necessary disbursements, placement fees, or additional costs discussed by the Parties, is detailed in the Proposal and subsequent related invoice/s (“Service Fee”).
  • The Service Fee does not include any import/export fees, collection/release charges, international taxes, licensing fees or other incidental fees which may arise through H-OHR’s provision of the Services. These additional costs will be for the Client’s account.
  • Invoices will reflect the Service Fee and any additional disbursements or costs, inclusive of Value Added Tax, where applicable.
  • Invoices will be paid free of exchange, bank fees or set off, by the Client into H-OHR’s South African bank account nominated in writing for that purpose, or as displayed on an invoice.

Ad Hoc Services

  • Once the Proposal has been accepted by the Client, and the invoice delivered to the Client for payment thereof, the Client will pay H-OHR as follows:
    • 50% (fifty percent) of the Service Fee will be paid to H-OHR upon acceptance of the invoice by the Client (“the Deposit”);
    • any tranches, fees or payments agreed upon during the Proposal phase or otherwise during the execution of the project/work shall be paid on the agreed-upon due dates thereof; and
    • the remainder of the Service Fee and any additional costs or disbursements necessary for provision of the Services will be paid on presentation of the final Product.

Retainer Services

  • Where the Services are being provided on a retainer basis, H-OHR will charge a monthly Service Fee for the Services. The Service Fee, including any necessary ongoing disbursements or additional costs, is detailed in the Proposal and subsequent invoice/s, which will be delivered by H-OHR to the Client by the 20th day of each month in which the Services are provided. The Client shall make payment of the full amount of the invoice by the 25th day of the month in which they receive the invoice.

Variations

  • The Service Fee is subject to change should the Proposal be altered in any way by the Client after commencement of the Services. H-OHR will provide a Proposal or quotation for the Services as varied, which additional sum will be added to the Service Fee. If the Client does not accept a new Proposal or quotation, H-OHR is not obliged to carry out any additional services.
  • In the event that disbursements require upfront payment, the Client will be required to pay the costs before H-OHR carries out the additional services.

Payment Delays

  • H-OHR reserves the right to suspend the Services in its sole discretion should any payment be delayed.
  • Should an invoice remain unpaid for more than 20 (twenty) calendar days, interest will be charged on any outstanding amounts at a rate equal to 2% (two percent) per month calculated from the date upon which the invoiced amount became due to date of final payment in full (both days inclusive). The Client undertakes to pay any such interest along with the Service Fee, where necessary. Any money paid by the Client shall be first applied to accrued interest, and thereafter to the outstanding Service Fee.
  • The Client acknowledges and agrees that it is not a valid reason to withhold payment of the Service Fee due to the Client not being paid by a third party, and accordingly, the Client will pay the Service Fee timeously, regardless of whether it has been paid by a third party or not.
  1. CANCELLATION OF THE SERVICES
    • Should the Client wish to cancel the Services, the following will occur:
      • unless otherwise provided, the Client must give H-OHR ten (10) calendar days’ written notice of its intention to cancel the Services;
      • where the Services are provided on a retainer basis, the Client must give H-OHR 60 (sixty) calendar days’ written notice of its intention to cancel the Services;
      • H-OHR shall provide the Client with a final invoice which will cover all expenses, disbursements or Services already incurred or provided by H-OHR prior to the date of termination. The Client understands that the final invoice will include any reasonable loss H-OHR has suffered from cancellation with its third-party suppliers or from the cancellation of the Services generally;
      • H-OHR will firstly use the Deposit to set off the final invoice. In the event that there is an insufficient amount to cover the final invoice in the Deposit, the Client will be liable to pay the difference to H-OHR within 7 (seven) calendar days of receiving an invoice; and
      • the parties will hand over to the other party any document, hard-drives, equipment or confidential information belonging to that party.
  1. APPOINTMENTS / MEETINGS
  • H-OHR reserves the right to charge the Client a cancellation fee in the event that the Client cancels and/or postpones appointments, counselling, coaching and or mentoring sessions (“the Scheduled Meeting”) related to the Services as set out below:
    • H-OHR shall charge the Client 100% (one hundred percent) of the Service Fee if the Client provides H-OHR with no more than 7 (seven) calendar days or less written notice of cancellation from the Scheduled Meeting;
    • H-OHR shall charge the Client 50% (fifty percent) of the Service Fee if the Client provides H-OHR with 14 (fourteen) calendar days or less written notice of cancellation from the Scheduled Meeting except in if 1.1 applies; and
    • H-OHR shall not charge the Client a cancellation fee if the Client provides H-OHR with 15 (fifteen) calendar days or more written notice of cancellation from the Scheduled Meeting;
  1. INTELLECTUAL PROPERTY
    • Each party shall retain ownership over any and all intellectual property created or owned by such party prior to the commencement of this Agreement. Nothing contemplated herein shall be construed as alienating, encumbering, ceding, or otherwise transferring ownership in and to either party’s intellectual property in favour of the other party.
    • Should a product/deliverable be created by H-OHR for the Client through the performance of the Services as stipulated in the Proposal, the intellectual property in and to such product/deliverable shall be transferred from H-OHR to the Client upon payment in full of the Service Fee. Should such product/deliverable be created in any particular calendar month through the Retainer Services, ownership in and to such intellectual property shall pass to the Client upon receipt by H-OHR of payment of the Service Fee charged by H-OHR at the end of such calendar month.
    • It is specifically provided that the content of any talks, presentations, coaching workshops, consulting tools or reports presented by H-OHR (and/or its employees, sub-contractors, agents and/or representatives) through the provision of the Services shall remain the sole and exclusive property of H-OHR.
    • The Client will have no rights, title or interest to any of the contact details, information or database of contacts which H-OHR utilizes in providing the Services. H-OHR database of contacts, media and suppliers will at all times remain the intellectual property of H-OHR. Passing on these details will be at the discretion of H-OHR, unless previously agreed.
  2. LIABILITY AND INDEMNIFICATION
    • In the event that H-OHR substantially fails to perform the Services in accordance with the Proposal, H-OHR’s liability shall be limited to the amount of the fees paid to H-OHR by the client (but excluding any expenses paid by the Client).
    • Whilst H-OHR shall make every effort to comply with any time schedule requested by the Client for the provision of the Services, it cannot guarantee compliance with such time schedule, and shall have no liability for any failure to comply with such time schedule.
    • H-OHR shall only be responsible for:
      • Liability for death or personal injury caused by H-OHR’s employees when providing the Services if it is established that such death or personal injury has arisen as a direct result of negligence of H-OHR or its employees; and
      • Liability for damage to tangible physical property caused by H-OHR’s employees when providing the Services, if it is established that such damage to property has arisen as a direct result of negligence, to a maximum of R 1,000.00 per claim or series of related claims.
    • Save for the liability expressly accepted by H-OHR pursuant to these Terms, H-OHR’s liability arising under or as a result of the provision of the Services whether in contract, delict, breach of statutory duty or otherwise is expressly In particular, but without limitation, in no event will H-OHR be liable for any consequential damages, including loss of business, profit or goodwill, or for wasted management time.
    • Any condition, representation or warranty which might otherwise be implied or incorporated within these Terms by reason of statute, common law or otherwise is hereby expressly excluded.
  3. BREACH
    • Either party (“the innocent party”) shall have the right, at its election, to terminate these Terms forthwith by giving notice in writing to the other party (“the breaching party”) in the event that:
      • on written notice to that effect by the innocent party, should the breaching party commit any breach or permit the commission of any breach of any material obligation or warranty contained in the Terms and, in respect of such a breach capable of remedy, fail to remedy that breach within 5 (five) business days after the giving of written notice to that effect by the innocent party to the breaching party; or
      • the breaching party repeatedly breaches any of the terms and/or conditions of the Terms in such a manner as to justify the innocent party in holding that the breaching party’s conduct is inconsistent with the intention or ability of the breaching party to carry out the provisions of the Terms.
    • The cancellation of the Terms by the innocent party in the circumstances contemplated in clause 1 shall be without prejudice to any other rights or remedies the innocent party may have in law (including the right to claim damages).
    • In the event of cancellation of the Terms in the circumstances contemplated in clause 6, written notice of any such cancellation shall be given and such cancellation shall take effect on the giving of such notice.
  4. DISPUTE RESOLUTION
    • Should any dispute, disagreement or claim arise between the Client and H-OHR concerning the Services or anything related thereto, the parties shall endeavour to resolve the dispute amicably, by negotiation, and with the best interests of both parties in mind.
    • Should the parties fail to resolve such dispute in the aforesaid manner or within such further period as the parties may agree to in their negotiation, it shall be resolved with the assistance of any applicable regulator, or finally, by arbitration in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator appointed by H-OHR.
    • The parties both agree that in no circumstance will either party publicize the dispute on any media platform, including social media. The parties understand that any publicity of this nature can cause serious damage to the other party, which damage may result in a financial claim.
  5. CONFIDENTIALITY

Neither party shall during or after the provision of the Services use to the prejudice or detriment of the other party, or divulge to any person any material, trade secret or any other confidential information concerning the business affairs of the other party which may have come into its possession or knowledge during the course of these Terms or pursuant to the booking or provision of the Services.

  1. FORCE MAJEURE

It is agreed that neither party shall be liable for delay or failure to perform any obligations contained herein if such delay is due to acts of god, fire, earthquake, labour dispute, war, martial law, interruption of transport, government order, electrical load-shedding or surges, riot, looting, revolution, outbreak of epidemic, pandemic, or other widespread diseases (including, without limitation, any government-instituted lockdowns instituted as a result thereof) or any other cause (besides bad weather) beyond the reasonable control of the parties.

  1. SERVICE ADDRESS

Each of the parties choose domicilium citandi et executandi for the purposes of the giving of any notice, the payment of any sum, the serving of any process and for any other purposes arising from the Terms at their respective addresses as nominated to each other in writing, or as per the Proposal, from time to time.

  1. GENERAL
    • Survival of Rights, Duties and Obligations: Termination of the Terms for any cause whatsoever shall not release either party from any liability which at the time of termination has already accrued to the other or which thereafter may accrue in respect of any act or omission prior to such termination.
    • Entire Agreement and Variation: No alteration, consensual cancellation, variation of, or addition to these Terms shall be of any force or effect unless reduced to writing and signed by both parties (one party being a duly authorised director of H-OHR). These Terms contain the entire agreement between the parties and neither party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.
    • Counterparts: The Terms may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
    • Indulgences: No indulgence, leniency or extension of time which any party (“the grantor”) may grant or show to the other shall operate as an estoppel or in any way prejudice the grantor or preclude the grantor from exercising any of its rights in the future.
    • Governing Law: The Terms shall be governed by and interpreted in accordance with the law of the Republic of South Africa. All disputes, actions and other matters in connection with the Terms shall be determined in accordance with such law.
    • Invalidity: Any provision of the Terms which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
    • Severability: Each undertaking in the Terms shall be construed as a separate undertaking and if one or more of the undertakings contained in the Terms is found to be unenforceable or in any way unreasonable, the remaining undertakings shall continue to bind the parties. To the extent possible in any jurisdiction to which the Terms may apply or in which the Terms may be enforced, if any undertaking contained in the Terms is found to be void but would be valid if the period of application thereof were reduced or if some part of the undertaking were deleted, the undertaking in question shall apply with such modification as may be necessary to make it valid and effective.
    • Cumulative Rights and Remedies: The rights and remedies of the parties under the Terms are cumulative and in addition to any rights and remedies provided by law.