A. It is recorded that you, the undersigned client, have approached Get Set Strategy (Pty) Ltd (“Get Set”) to procure consultants for the provision of Fractional CMO Services to you.
B. Your relationship with Get Set, including, without limitation, the procurement of all / any consultants by Get Set for you or any person associated with you will be solely governed by the terms and conditions set out in this agreement (the “Terms of Service”).
1. SERVICES
Get Set will, upon your request, put forward one or more of the consultants from its panel (the “Panel Member” or “Panel Members”, as the case may be) to
perform fractional Chief Marketing Officer, related or otherwise agreed services (the “fCMO” services). You appoint each Panel Member directly, as independent contractors, on the terms and conditions set out in the Panel Members Terms below.
2. WORK PROCESS
2.1 Upon enquiry and initial consultation, Get Set will recommend appropriately qualified Panel Members to provide fCMO services in a proposal setting out their qualifications, experience and testimonials; the scope and time allocation for the services, and the cost;
2.2 Get Set will arrange interviews with any of the proposed Panel Members you would like to meet;
2.3 On your selection of a Panel Member and your acceptance of the proposal, Get Set will connect you with the Panel Member to arrange an onboarding call;
2.4 The Panel Member will start the work on the agreed date and proceed with the work.
3. FEES
3.1 As remuneration for the Panel Members’ work and Get Set’s recommendation and introduction, you will be liable to pay fees to Get Set.
3.2 Get Set will issue an invoice to you for the agreed fixed fee at the beginning of each month plus VAT/Sales Tax. You will pay this fee without deduction or set off and within 30 (thirty) days of invoice.
3.3 Where international transfer costs are levied on your payment to Get Set, these costs will be for your account.
3.4 Get Set’s invoicing and collection of amounts due to Panel Members is done on their behalf, and for convenience to all parties. This does not detract from 7.1 below.
4. EXCLUSIVITY
4.1 You will not use the Panel Members for the provision of any further work or services without furnishing Get Set with advance notice thereof.
4.2 Any further work or services undertaken by the Panel Members for you will be governed by the Panel Members Terms and these Terms of Service. In the event of a conflict between the two, the Panel Members Terms will take precedence to the extent of the conflict only.
5. PLACEMENT FEE
5.1 Should you appoint a Panel Member or former Panel Member as an employee or to a like position within your organization or that of any person associated to you, you will be liable to pay Get Set a placement fee reckoned at 21% (twenty one percent) of his/her gross annual remuneration as at the date of such appointment, which placement fee will be payable within 10 (ten) working days of his/her appointment by you. No termination of that appointment or variation of its terms will entitle you to any repayment of the placement fee.
5.2 This clause will survive the termination of this agreement (whether in terms of 6 below or by cancellation for breach), and will apply for 12 (twelve) months after its termination.
6. TERMINATION
6.1 Subject to 9.5 below, either party may terminate this agreement on 30 (thirty) days written notice to the other party.
6.2 If you terminate a consulting relationship under the Panel Members Terms, Get Set will have 10 (ten) working days from the date of such written termination within which to recommend a replacement Panel Member to complete the services, which recommendation you are free to accept or reject.
6.3 If a consulting relationship is terminated for any reason, this agreement does not, for the avoidance of doubt, terminate automatically and will remain of full force and effect until terminated by either party in terms hereof.
7. LIMITATION OF LIABILITY AND INDEMNITY
7.1 Notwithstanding anything to the contrary which may be contained in these Terms of Service or Panel Members Terms, Get Set will not be liable for any direct or indirect (including consequential) loss, damage, costs and / or expenses of any nature whatsoever which you may suffer or incur as a consequence of, or which may arise from or be attributable to:
7.1.1 the services or any other work performed by a Panel Member;
7.1.2 any act or omission on the part of a Panel Member; and/or
7.1.3 any breach, fault or negligence on the part of a Panel Member.
7.2 You hereby indemnify Get Set and hold it harmless in respect of any claims brought against it or a Panel Member, employee or officer of Get Set, by a third party for loss, damage, liability, costs and / or expenses of whatsoever nature incurred as a consequence of or arising from or attributable to the services or otherwise in the implementation of this agreement.
8. INFORMATION PROVIDED TO GET SET
8.1 For the purposes of these Terms of Service, any reference to “personal information” shall mean any personally identifiable information generally accepted as such in applicable data protection laws, regardless of form, insofar as such personal information relates to you, your business or affairs, employees, directors, clients, suppliers and / or third parties.
8.2 Get Set will require personal information from you from time to time to provide you with the services you require and you undertake, subject to 8.4, to provide or arrange access to such personal information for Get Set as and when Get Set determines necessary. This personal information will only be used by Get Set for invoicing and other administrative purposes (where such personal information relates to your contact details and invoicing personal information); for the purposes of identifying Panel Members for possible selection by you and enabling Panel Members selected by you to provide the services you require; and / or for the purposes of conducting its business and commercial activities. For further information on Get Set’s privacy practices, you are referred to the Get Set Privacy Notice on our website.
8.3 Unless otherwise agreed between you and Get Set and subject to these terms, Get Set will treat personal information provided by you in terms of this clause 8 as confidential.
8.4 You warrant that you will at all times have the necessary authority, permissions and / or licenses to provide personal information, including but not limited to authority, permissions and / or licenses to provide personal information relating to employees, directors, clients, suppliers and/or third parties (as required).
8.5 All title, copyright and any other intellectual property in any documents of whatsoever nature generated or amended by Get Set as a result of the provision by it of the services will only pass to you upon receipt by the Panel Members and / or Get Set (as the case may be) of payment of all fees and disbursements which may be owed or owing, in full, without set-off or derogation, in accordance with these Terms of Service.
8.6 You accept that information that Get Set collects may be:
8.6.1 transferred to or between various countries internationally as a consequence of Get Set using information technology hosted or operated by a third party in or from such countries to store and/or process any information in its possession or under its control, which countries may not have data protection laws that are equivalent to those in force in the jurisdiction in which you reside. Get Set will, as far as reasonably practicable in the circumstances, use information technology hosted or operated by a third party in or from countries whose data protection laws are equivalent to those in force in the jurisdiction in which you reside.
8.7 This clause 8 will survive the termination or cancellation of these Terms of Service for any reason whatsoever.
9. GENERAL
9.1 Client Listing You consent to Get Set listing you as a client on its website, which listing may include your company name and logo and / or a testimonial provided by you in respect of the services. Get Set will change or remove the listing upon receipt of a written request from you to this effect.
9.2 Severance If any provision of these Terms of Service, which is not material to its efficacy as a whole, is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
9.3 Entire agreement These Terms of Service constitute the entire agreement between the parties in regard to its subject matter. Neither of the parties will have any claim or right of action arising from any undertaking, representation or warranty not included in these Terms of Service.
9.4 Variations No agreement to vary, add to or cancel these Terms of Service will be of any force or effect unless agreed to in writing by or on behalf of both parties.
9.5 Survival of Rights, Duties and Obligations Termination of these Terms of Service for any cause will not release either party from any liability which at the time of termination has already accrued to the other party, whether in accordance with these Terms of Service or the related Panel Members Terms, or which thereafter may accrue in respect of any act or omission prior to such termination.
9.6 Governing Law and Submission to Jurisdiction These Terms will be governed by and construed in accordance with the laws of South Africa:
9.6.1 Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms or the transactions contemplated hereby.
9.6.2 The Parties hereby consent to the non-exclusive jurisdiction of the High Court of South Africa in respect of all matters and proceedings arising out of, pursuant to or in connection with these Terms.
9.7 Electronic signatures
The parties agree that this agreement may be electronically signed by the completion of this form and the checking of a checkbox indicating acceptance. The parties agree that the completion of the form and checking of the checkbox to accept these terms are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.
