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
1. 1 Get Set will, upon your request from time to time put forward one or more of the consultants from its panel (the “consultant” or “consultants”, as the case may be) to:
1.1.1 provide you with marketing strategy formulation services (the “Strategy” “services”) and/or1.1.2 perform marketing strategy implementation as fractional Chief Marketing Officer, related or otherwise agreed services (the “CMO” services), and, upon your selection, will introduce them to you.
1.2 The consultants will provide the services to you directly, as independent contractors. You will appoint each consultant on the terms and conditions in the Consultants Terms set out below.
2.1 Strategy services will proceed as follows:
2.1.1 Upon acceptance of these terms, you will be issued with your first invoice as set out in 4.1;
2.1.2 On receipt of payment, Get Set will send you a link to our marketing strategy questionnaire through which we will ask you a number of business and marketing questions, completion of which should take you between 1 and 3 hours;
2.1.3 On receipt of your marketing questionnaire, your allocated consultant will arrange an introductory call with you and your team (“First Meeting”) to clarify and expand on your answers to the questionnaire;
2.1.4 Three weeks after your First Meeting and receipt of any further information requested, your consultant will arrange a call to present to you the draft marketing strategy (“Second Meeting”);
2.1.5 Within two weeks of receipt of your feedback and any further information requested, and payment of your second invoice as set out in 4.2, the consultant will finalize the strategy and circulate it to you;
2.1.6 Within one week of circulation of the revised strategy, the consultant will arrange a final meeting (“Third Meeting”) for sign-off of the strategy; and
2.1.7 For best results of strategy implementation, Get Set recommends CMO services as set out below.
2.2 CMO services will proceed as follows:
2.2.1 Upon enquiry and initial consultation, Get Set will recommend one of its consultants to act as your Fractional CMO in a proposal setting out the consultant’s qualifications and experience, the weekly/monthly time allocation for the services and the cost;
2.2.2 On acceptance of the proposal, Get Set will introduce you to the consultant to arrange a briefing and onboarding call; and
2.2.3 The consultant will start the work on the agreed date and proceed as per the marketing strategy on an ongoing basis until the engagement is terminated in accordance with 7 below.
3. Fees
As remuneration for the consultants’ work and Get Set’s recommendation and introduction, you will be liable to pay fees to Get Set.
Invoicing procedure
3.3 For Strategy services Get Set will issue an invoice to you for:
3.3.1 50% of agreed fixed fee upfront at the commencement of the engagement; and
3.3.2 50% of agreed fixed fee on receipt of feedback on the first draft of the strategy.
3.3.3 Both of the Strategy invoices will be payable in full, without deduction or set off, on issue date.
3.4. For CMO services, Get Set will issue an invoice to you for the agreed fixed fee at the beginning of each month and VAT/Sales Tax. You will pay this fee without deduction or set off and within 30 (thirty) days of invoice.
3.5 Where international transfer costs are levied on your payment to Get Set, these costs will be for your account.
3.6 Get Set’s invoicing and collection of amounts due to consultants is for the purpose of convenience to all parties and will in no way detract from 7.1
4. Exclusivity
4.1 You will not use the consultants 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 consultants for you will be governed by the Consultants Terms and these Terms of Service. In the event of a conflict between the two, the Consultants Terms will take precedence to the extent of the conflict only.
5. Placement fee
5.1 Should you appoint a consultant or former consultant 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 shall 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 10.5 below, either party may terminate this agreement on 30 (thirty) days written notice to the other party.
6.2 If you terminate a consultancy relationship under the Consultants Terms, Get Set will have 10 (ten) working days from the date of such written termination within which to recommend a replacement consultant to complete the services, which recommendation you are free to accept or reject.
6.3 If a consultancy 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.
7.1 Notwithstanding anything to the contrary which may be contained in these Terms of Service or Consultants 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 consultant;
7.1.2 any act or omission on the part of a consultant; and/or
7.1.3 any breach, fault or negligence on the part of a consultant.
7.2 You hereby indemnify Get Set and hold it harmless in respect of any claims brought against it or a consultant, 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 consultants for possible selection by you and enabling consultants 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 consultants 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.
9.1 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 Consultants 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.
