(T&Cs for Customers)

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between

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LEGAL DYNAMIX (PTY) LTD

with company registration number 2022/260266/07and registered under the laws of the Republic of South Africa, with registered office address at c/o RJCO Accountants, 1st Floor, Block C, Infinity Office Park, 2 Robin Close, Meyersdale, Alberton, 1448, South Africa (hereinafter referred to as the ‘Service Provider’)

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and

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THE CLIENT

as identified either here or any other document such as an engagement letter, scope of work or other form of communication.

 

collectively referred to as the ‘Parties’ or individually as the “Party”.

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The Client requires the provision of certain professional services (hereinafter referred to as ‘Services’) and the Service Provider is able and willing to provide such Services on the terms and conditions as set out herein.

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Services

1. The Parties agree that this Agreement shall be a framework agreement that contains the general terms and conditions for the provision of the Services. Whenever the Client requires the Services, a Statement of Work as attached will be signed setting out the scope of the Services, timelines for provision of the Services, the price for such Services and any additional terms and conditions. All Statement of Works incorporate by reference the terms and conditions of this Agreement. In the event of any conflict between this Agreement and any special terms and conditions contained in the Statement of Work, the latter shall prevail.

2. The Service Provider warrants and represents that it is competent and capable of providing the Services.

3. The Client shall provide all necessary information and cooperation to enable the Service Provider to provide the Services. Any delays by the Client (except for force majeure – see clause 12) shall entitle the Service Provider to a reasonable extension of time to complete the Services.

4. The Service Provider shall provide the Services as an independent contractor and is fully responsible and liable for the actions of its employees, agents, contractors, etc who shall not be regarded as employees of the Client under any circumstances.

 

Payment and Invoicing  

1. The Client shall pay the fees for the provision of the Services to the Service Provider as set out in each Statement of Work. Such fees are exclusive of VAT and free of any bank charges, fees, etc which shall be for the account of the Client. Payment is due on presentation of an invoice sent electronically by the Service Provider to the Client unless otherwise agreed in writing.

2. The Client shall affect payment into the designated bank account of the Service Provider as provided via email in the Service Provider's confirmation of banking account letter. The Client shall be responsible for checking with the Managing Director of the Service Provider both telephonically and via email to bobby@legaldynamix.co.za in case any request is received for a change in the bank details. In the absence of such confirmation, the Client shall remain fully liable for any amounts paid erroneously (due to negligence or fraud or otherwise) into any other account.  

3. Should the Client fail to make payment within the due date (and assuming the invoice is valid, delivered in accordance with this Agreement and is not disputed by the Client), the Service Provider shall provide a grace period of 30 calendar days after such invoice fell due after which it shall be entitled to charge interest on the outstanding amount based on the prevailing prime lending rate set by commercial banks at the relevant time calculated from the date the invoice became due till final payment. The Service Provider shall provide an invoice or amend an existing invoice reflecting the interest amount as a separate line item and showing the rate charged. 

 

Compliance with law and ethical conduct

1. The Parties agree to comply with all applicable laws and regulations and to conduct themselves in an ethical manner which includes, but not limited to, the following:

• Respect one another and their employees, representatives, etc.

• Not engage in any acts of bribery or corruption.

• Comply with anti-money laundering rules to the extent applicable.

• Avoiding conflicts of interest.

• Exchange any gifts and entertainment that is proportionate, of reasonable value and not calculated to unduly influence the other Party’s decision-making in terms of business or continuation of business.

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Any breach of the provisions of this clause shall entitle the party claiming breach to exercise its rights under this Agreement including, but not limited to, termination or suspension.

 

Breach and termination

1. In the event of a breach of the terms of this Agreement, or any Statement of Work, the non-breaching Party shall serve by written notice to the breaching Party details of the breach and calling on it to remedy such breach within 10 business days, failing which the non-breaching Party may terminate this Agreement and/or the relevant Statement of Work. Such termination shall not prejudice any rights the non-breaching Party is entitled to under this Agreement, the relevant Statement of Work, and/or applicable law.

2. Notwithstanding the above-mentioned termination right, the Service Provider may elect to suspend performance of any work under any Statement of Work due to any breach by the Client which includes, but is not limited to, non-payment of amounts due under any other Statement of Work.

3. Either Party may immediately terminate the Agreement and/or any applicable Statement of Work, on written notice, should it determine that the breach is not capable of being remedied or in the event of repeated breaches by the other Party; or if the other Party is placed under business rescue, provisional or final liquidation or commit any act of insolvency. The Party terminating under this clause shall be entitled to all rights under this Agreement, applicable Statement of Works (including works in progress) and/or applicable law. Such termination shall not preclude the Service Provider from claiming full payment for the Services rendered and invoiced.

 

Liability

1. The Service Provider’s total and cumulative liability (whether under contract, delict, enrichment, or any other) under this Agreement shall be limited to the value of the Services provided under each Statement of Work. The Service Provider shall not be liable for any indirect or consequential damages incurred by the Client under this Agreement and/or any Statement of Work, including but not limited to loss of profits or revenues or contract or use or any other types of losses, penalties, fees, charges, etc.

 

Force majeure

1. Either party shall be excused from performance under this Agreement should it be affected by a force majeure event or other event beyond its reasonable control. However, the Party claiming such non-performance shall serve a notice within 72 hours (or within a reasonable period) of learning of the event and explaining the reasons how it is impacted and when it reasonably expects to be able to recommence performance.

2. Should either Party be affected by a force majeure event for more than 20 consecutive calendar days, it shall have the right to terminate this Agreement or the Statement of Work on written notice. Should the force majeure event be of such a nature that it requires immediate termination of the Agreement and/or Statement of Work, either Party may serve a written notice detailing the reasons for such termination (e.g. compliance with economic or other sanctions).

3. The Client shall remain liable for payment of any Services already completed by the Service Provider and the force majeure shall not excuse the Client from any liability to effect payment to the Service Provider.

4. Force majeure includes, but is not limited to, flood, storm, fire, earthquake or any other types of natural disaster, war, riot, civil insurrection, governmental actions (such as economic sanctions or declarations of pandemic), or other circumstances beyond its reasonable control.

 

Data privacy

1. The Parties agree that any processing of personal data of the other Party shall comply with the requirements of the Protection of Personal Information Act of 2013 and such personal data shall not be used or disclosed for any other purpose save for that which is absolutely necessary for the provision of the Services under this Agreement and/or Statement of Work. Each Party shall take such precautions as necessary to protect the personal data and otherwise comply with the provisions of this Act.

2. Neither party shall share or sell the personal data of the other Party to any third party nor shall it spam, nor send notifications unrelated to this Agreement or Statement of Work, nor send newsletters or the like to the other Party unless the Party opts in to such notifications.

 

Effective date

1. This Agreement shall come into force on the date of signing this Agreement by the Client and remain effective unless either Party exercises its termination rights under this Agreement. This Agreement does not require signature of the Service Provider unless any changes are agreed.

2. Each Statement of Work will be effective from signature by both Parties. 

 

Communication 

1. The Parties agree to communicate with one another via electronic means under the Electronic Communications and Transactions Act of 2002 and such communications shall be binding on one another including signing of this Agreement or any Statement of Work by electronic signatures, corresponding with one another, service of any breach or termination notice or declaration of inability to perform notices (force majeure), etc. The electronic means shall be deemed to have been received by the other Party within 24 hours of being sent and/or the other Party confirms receipt or replies to the mails. Either Party may claim it did not receive such electronic communication if it can prove such non-receipt.

2. Any reference to ‘in writing’ or on ‘written notice’ or similar wording shall mean electronic communication. However, the service of any legal notices (such as launching of legal proceedings) shall be served by written notice to the registered address stated under each Party’s details appearing on page 1 of this Agreement and marked for the attention of the Managing Director of that Party (or other designated person as may be communicated in writing).

 

Confidentiality & intellectual property

1. Each Party shall treat as confidential all information exchanged between them and shall not divulge such information to any third party without the prior written consent of the other. This shall not apply to information that is a) in the public domain, b) information that is lawfully acquired by a Party via other means not related to this Agreement, c) or pursuant to a legal requirement to disclose such information to authorities (in this latter case, the Party requested to provide such information shall advise the other of such disclosure requirement). Either Party may share the terms of this Agreement with their respective advisors provided that such advisors adhere to the same requirements of confidentiality as described in this clause.

2. All information shared by each Party under this Agreement or any Statement of Work shall remain the exclusive property of that Party. Each Party shall respect and protect the intellectual property rights of the other, which shall include trademarks, designs, logos, works, materials, patents, etc and indemnifies the owner of the intellectual property from all breaches owing to the actions or omissions of the breaching Party.

3. Either Party may request the deletion or return of all documents or other materials (electronic or hardcopy) shared by it and require written confirmation that such deletion or return has been completed.

 

Governing law AND disputes

1. The governing law of this Agreement shall be the laws of the Republic of South Africa and without giving effect to any conflicts of laws.

2. In the event of any dispute (including, but not limited to, the interpretation, validity of this Agreement and/or any Statement of Work, etc) that cannot be resolved, the Parties agree to refer the matter to mediation under the auspices of the Arbitration Foundation of Southern Africa (AFSA), or other agreed body, within 20 calendar days of a dispute being declared. The mediator shall be appointed by AFSA if agreement on the mediator cannot be agreed by the Parties. The mediation shall be non-binding. Should either Party not be satisfied with the outcome of the mediation, they may refer the matter to binding arbitration under the rules and auspices of AFSA. The Parties agree to a) expedited arbitration, b) AFSA shall appoint an appropriate arbitrator depending on the nature of the dispute and if the Parties cannot agree on the identity of the arbitrator, c) the arbitration shall be conducted in English, and d) the place of arbitration shall be Johannesburg, South Africa.

3. The courts of Johannesburg shall have the necessary jurisdiction to determine any dispute in the event the mediation or arbitration is for any reason invalid or in the event an urgent interim interdict is required.

 

Miscellaneous provisions

The following general conditions shall apply:

• This Agreement shall be the entire agreement between the Parties and no previous discussions, terms and conditions, material, etc. shall apply unless incorporated expressly or by reference in this Agreement or an applicable Statement of Work.

• The terms and conditions of the Client shall not apply under any circumstances whether incorporated in a vendor application, a request for quotation, purchase order, proof of payment, emails or any other of its documentation even if the Service Provider signs such documents.

• Any variation to the terms of this Agreement shall be reduced to writing and signed by the authorised representatives of each Party, failing which any actions, agreements, etc. shall not be effective.

• In the event of a waiver or indulgence by the one Party of its rights under this Agreement, this shall not preclude it from exercising strict enforcement of its rights under the Agreement. The legal rule of estoppel shall not apply because of any waiver or indulgence.

• The rule of legal construction that the Agreement shall be interpreted against the party that drafted it shall not apply (the contra proferentem rule shall not having any application).

• Should any clause be deemed invalid or unenforceable then the remaining terms of this Agreement shall continue in full force.

• Neither Party may assign or novate this Agreement to any other party without the prior written consent of the other Party.

• Only Parties to this Agreement and any Statement of Work, including their successors and permitted assignees, can enforce this Agreement or any Statement of Work. No third party shall have any rights under this Agreement or any Statement of Work.

• Each Party shall comply with all applicable laws and regulations and any material breach which will cause harm to the other shall entitle it to enforce its rights under this Agreement.

• Each Party warrants and represents the authority of the person signing this Agreement and the applicable Statement of Work. The Client shall ensure that only authorised representatives communicate and sign any documentation and communication and shall indemnify and hold harmless the Service Provider against any misrepresentation made by any unauthorised person and shall be bound by the actions or inactions of such unauthorised and authorised persons.

• This agreement may be signed in counterparts and signed electronically. Together the counterparts shall be read as one agreement.

• Either Party may change its registered address (appearing at the top of this Agreement) by serving notice, including electronically, to the other Party.

• Notwithstanding any termination or expiry of this Agreement or Statement of Work the following clauses shall survive termination or expiry: Liability and any indemnities, Confidentiality and Intellectual Property, Governing Law and Disputes, or any other clause which by its nature would ordinarily survive termination.

• The Parties choose the address appearing at the beginning of this Agreement for the service of any legal notices such as service of legal proceedings. Either party may change its address as described herein by electronic communication and such service shall become effective 72 hours after delivery of such communication (an electronic delivery notification shall suffice as proof of such delivery or confirmation by the other Party of such receipt).