Terms and Conditions as between Get Set Strategy (pty) Ldt and its consultants

TERMS AND CONDITIONS AS BETWEEN GET SET STRATEGY (PTY) LTD AND ITS CONSULTANTS

A It is recorded that you have applied to be appointed as a consultant on the Get Set Strategy (Pty) Ltd (“Get Set”) panel (“Panel”), on the terms and conditions set out in this document.

B These terms (“Consultant Terms”) are effective from the date on which Get Set notifies you, in writing, of your appointment as a consultant on the Panel (“Consultant” or “Y/you”), which appointment Get Set made based on the representation by you that you possess the necessary skills, knowledge, capacity and ability to perform works associated with the business of Get Set and for Clients.

1. GET SET’S OBLIGATIONS

Get Set shall:

1.1 in its sole discretion and election, contact you should it source work that is suited to your level of skill and experience, in order to assess whether you would be suitable for purposes of executing the work sourced, and if it deems appropriate, offer you such work;

1.2 in its sole discretion, assign a rate to you at which you will charge its Clients (“Rate”);

1.3 in accordance with clause 2.24, invoice a Client, on your behalf, in respect of your work;

1.4 pay to you all amounts collected from Clients on your behalf on the 25th day of the month in which they are received by Get Set; or, if received between the 25th day and the end of the month, on the 25th day of the month following receipt; and

1.5 assign to you a Get Set email account (“Account”).

2. CONSULTANT’S OBLIGATIONS

You shall / You:

2.1 carry out all work for Clients in line with these Consultant Terms, and in accordance with the provisions of the Get Set Client Terms; 

2.2 comply with the Get Set Website Terms of Use (including the Privacy Notice referred to therein) published on the Get Set website (www.getsetstrategy.com) from time to time insofar as such terms are applicable in the circumstances;

2.3 comply with Get Set’s Practice Guidelines, containing Get Set’s best practice which has been developed over time;

2.4 conduct yourself with honesty and integrity, and at all times in a manner that is appropriate for a fractional, or fractional Consultant, of your experience;

2.5 refrain from any conduct that might bring the name of Get Set, its consultants, directors, shareholders or other related persons  into disrepute;

2.6 perform work for Clients with due care, diligence  and skill;

2.7 ensure that you are, and remain, up to date with all relevant changes, updates and improvements in your field;

2.8 comply with all laws, regulations, and professional codes and rules that are relevant to you and the work for which you are engaged;

2.9 be responsible for your own business and tax affairs; 

2.10 not be entitled or eligible to participate in any benefits or privileges provided by the Client to its employees;

2.11 charge the Rate, or a rate otherwise agreed between you, Get Set and a Client from time to time;

2.12 keep accurate records of time spent working for Clients;

2.13 submit to Get Set, on reasonable request, a record of your time spent working for its Clients (and any additional information which may be relevant to the billing process) in the prescribed form;

2.14 upon your appointment as a consultant of Get Set, and in any event no later than 21 days from such appointment, but always prior to the commencing of any work for any Clients as a consultant of Get Set, properly install and use the Account, including the prescribed Get Set auto-signature for all correspondence with Clients, Consultants and other relevant parties;

2.15 upon your appointment as a consultant of Get Set, and in any event no later than 21 days from such appointment, formally declare your affiliation with Get Set in all social and business media in which your profile appears;

2.16 notify Get Set immediately of the termination or cancellation of any relationship between you and a Client as soon as you become aware thereof; 

2.17 notify Get Set immediately of your inability to perform in terms of any agreement between get Set and/or you and a Client as soon as you become aware thereof; 

2.18 when dealing with a Client or prospective Client, not refer work or services to people outside of the Panel, save where there are no people on the Panel with the relevant skills and Get Set has agreed to such referral;

2.19 when receiving a referral to a prospective Client from a Client, inform Get Set of such referral so that it may engage with such prospective Client to conclude the Get Set Client Terms with such prospective Client and load the required details onto its systems. You shall not (which prohibition will survive for 24 months following termination of your relationship with Get Set and the termination of these Consultant Terms) engage a Client or a prospective Client introduced by Get Set or its Clients without the involvement and/or approval of Get Set;

2.20 when briefing a Consultant to perform work for a private client of yours, do so only through Get Set. In this regard, you will be treated as a Client;

2.21 not undertake, nor procure, any services for a Client other than through Get Set and then only in accordance with these Consultant Terms and the Get Set Client Terms, and inform Get Set timeously of the provision, or intention to procure, further services for a Client. For the avoidance of doubt:

2.21.1 the performance of such further work or services shall be governed by these Consultant Terms and the Get Set Client Terms, irrespective of whether or not you have complied with your obligation to inform Get Set thereof; and

2.21.2 this clause shall survive the termination or cancellation of these Consultant Terms and/or termination of your position on the Panel and shall apply for 24 months after such termination or cancellation;

2.22 if you breach your obligation to inform Get Set of the provision of work or services by you to one of its Clients as stipulated in 2.21, and as a result Get Set does not receive a fee, be liable to pay to Get Set the larger of a sum of R50,000.00 as damages, or the sum of damages incurred;  

2.23 in the event of termination or cancellation of these Consultant Terms by either party, immediately cease to hold yourself out as a Consultant, to act as a Consultant for any Client, and refrain from performing services for any Client of the nature of the services offered by Get Set and its Consultants, for a period of 12 months following such termination or cancellation; 

2.24 clauses 2.26, 2.27 and 2.28 will not apply in circumstances where the Client was introduced to Get Set by you, provided that you notify Get Set of your intention to do work for such Client after having left the Panel; 

2.25 have no ownership of Get Set intellectual property (“IP”) and not use Get Set IP for any reason or at any time other than to fulfill your duties to Clients in accordance with an engagement with Get Set. For the avoidance of doubt, Get Set IP includes but is not limited to material displayed on its website, strategy questionnaires, presentations and templates, practice guidelines, marketing materials, SOPs, any and all information in relation to technology, business and otherwise, any patent, trade mark or design which has been registered or is capable of being registered in any national intellectual property office or association as well as any copyrightable works, trade secrets, know-how and other confidential information;

2.26 not retain IP in respect of work produced by you for Clients. All intellectual property rights in such work produced passes to Clients on receipt of payment in full by Get Set and may not be used again by you;

2.27 authorise Get Set to: 

2.27.1 invoice the Client on your behalf; and

2.27.2 take reasonable steps to obtain payment of its invoices for your fees (due within 30 days of invoice as per the Get Set Client Terms) within the first 90 days following the invoice date; whereafter, unless otherwise agreed, it shall cease to act as your agent in this regard and you are free to pursue the recovery of your own fees;

2.28 not, without the prior written consent of Get Set and the facilitation of its appointed media representative, communicate with the media: 

2.28.1 in relation to your association with Get Set, any Client/s, any matter in which you have worked as a Consultant or any matter arising directly or indirectly as a result of public relations endeavours undertaken by Get Set; or

2.28.2 under the Get Set brand; and

2.29 acknowledge that you are not a partner, agent or an employee of Get Set, and are not entitled to any rights and/or benefits bestowed upon employees by law, and as such these Consultant terms are not subject to or regulated by any employment laws or regulations;

2.30 immediately inform Get Set in writing of any legal or other proceedings anticipated ot instituted in connection with any matter that forms part of the services to Clients or any matter related thereto or under these Consultant Terms; and

2.31 not hold yourself out to any third party as being authorised by Get Set to bind it to any contractual arrangement.

3. CONFIDENTIALITY AND INFRASTRUCTURE

  1. For the purposes of these Consultant Terms, any reference to confidential information shall mean:

 

  1. all information owned by and/or relating to Get Set, and other consultant material and which is disclosed to you in furtherance and execution of any engagement with you in accordance with these Consultant Terms; and

 

  1. all information owned by and/or relating to a Client and which is disclosed to you by the Client in furtherance or execution of any engagement with you in accordance with the Get Set Client Terms,

 

as the case may be, and shall include, without limitation, IP, information relating to the contact information of Clients, instructions received from Clients or the like, its business strategy, operations and performance, its legal transactions, its technical know-how and data, methods, databases, supplier information, technology infrastructure, processes and procedures, and its finances.

 

  1. You acknowledge that, in the course of your relationship with Get Set, you may become privy to its confidential information. In this regard you will treat all of Get Set’s confidential information as strictly secret and confidential, even after the termination of these terms, and, if requested by Get Set at any time, return to Get Set and / or delete or destroy any confidential information in your possession in whatever form and provide evidence to such destruction.
  • You are permitted to use devices (including PCs, laptops, tablets and smartphones) of your choosing to carry out work for Clients subject to the following terms which protect against basic software vulnerabilities and unauthorised physical access:
  1. To ensure the safety and security of Get Set’s technology infrastructure, its confidential information and the confidential information of its Clients, you shall, in respect of each device:

 

  1. enable the most secure password, pin-protection or biometric authentication facility available on the device;

 

  1. when choosing a password, choose one that is validated as ‘strong’ by such device. In this regard, passphrases (minimum 8 characters) are most secure;

 

  1. enable the device to automatically lock itself with a screensaver if idle for more than five minutes, which requires password, pin or biometric authentication to reopen; 

 

  1. enable disk encryption; 

 

  1. activate an antivirus for disk and web access;
  1. enable automatic software updates for operating systems and core applications so that they update as and when updates become available; and

 

  1. take any further steps, whether required by get Set or not, that may be reasonable and available to you to prevent unauthorised access and/or use of the device by a third party.

 

  1. You are solely responsible for all costs associated with your device(s). Get Set shall not be liable for any damage to your device(s) or loss of any personal or other data from your device(s).

 

  1. Should a device be lost or stolen, you shall report same to Get Set and your mobile carrier within 12 hours of you becoming aware of the loss or theft of such device.

 

  1. Your access to Get Set’s technology infrastructure may be terminated and your device(s) may be remotely wiped of confidential information if:

 

  1. your device(s) is / are lost or stolen;

 

  1. the contractual relationship between you and Get Set has been terminated; and / or

 

  1. Get Set detects a data breach, a breach of these Consultant Terms, a virus or similar threat to its technology infrastructure, or confidential information.
  • PROTECTION OF PERSONAL INFORMATION

For the purposes of these Consultant Terms“personal information” shall mean any personally identifiable information generally accepted as such in applicable data protection laws.

 

  1. You acknowledge that Get Set requires certain personal information from you from time to time. 

 

  1. Your personal information will be used for the purposes set out in our Privacy Notice (available on the Get Set website) and in order to:

 

  1. assess and verify your suitability as a Consultant (including, for example, your curriculum vitae, details of your tertiary qualifications, professional background, practical experience, details relating to your referee(s) and any criminal record that you may have);

 

  1. give effect to these terms (including, for example, your full name, identification / passport number, tax number, telephone and mobile numbers, email addresses, postal and residential addresses, banking details and your preferred working conditions;

 

  1. to comply with applicable laws;

 

  1. promote you as a Consultant as and when determined by Get Set;

 

  1. promote the business of Get Set during the currency of these terms; and

 

  1. give effect to the Consultant Terms and/or the Get Set Client Terms.
  1. You undertake to provide Get Set with any personal information where such information is reasonably required by Get Set.

 

  1. In some instances, Get Set may be required to conduct, or Clients may want to conduct, checks on you. Such checks may include Get Set or our Clients processing special personal information (as defined in applicable data protection laws) about you such as criminal background (including alleged criminal conduct) and political affiliations. This information is used in order to determine your suitability to join Get Set, for internal compliance and/or legal obligation purposes for example anti-financial crime and sanctions. You hereby consent to Get Set and/or its Clients (including any third party background check service providers) processing such special personal information and warrant that Get Set shall be entitled to process and provide such personal information to its Clients and any background check service providers without seeking any further permissions or consents from you and / or any relevant third parties.

 

  1. You undertake to notify Get Set in writing of any information provided by you in terms of 6.2 that is inaccurate, irrelevant, excessive, out of date, incomplete, misleading or obtained unlawfully and that needs to be corrected or deleted (“defective information”) so that such information may be corrected or deleted accordingly, and accept that Get Set cannot be held responsible for the consequences of processing defective information where it is not aware of the nature and extent of the defects in such information.

 

  1. You accept that:

 

  1. personal information that you submit for publication on the Get Set website (www.getsetstrategy.com) or in any online or print media, whether by way of a comment or an article, will or may be published on the internet (as the case may be) and may be available, via the internet, around the world; and

 

  1. Get Set cannot prevent the use or misuse of such information by others.
  • GENERAL
  1. If you are approached with an offer of engagement or professional instruction from a third party that you believe could give rise to a conflict of interest (whether perceived or real) between you and Get Set, or between you and a Client, or because the business of the said third party is similar to or competes with Get Set, you are requested to notify Get Set for the purpose of allowing it to consult with you to determine whether the said engagement or instruction could give rise to any such conflict, and if so, how best to proceed.

 

  1. You shall not be entitled to cede, assign or sub-contract any of the obligations or rights under these Consultant terms, or any work you are engaged to do for any Clients, without the prior written consent of get Set, which it may withhold in its sole discretion. 

 

  1. Either Get Set or you may terminate these terms on 10 working days’ written notice to the other.

 

  1. Get Set does not run credit history checks on its Clients and does not warrant or guarantee that its Clients are able to, or will, pay for services rendered when payment is due, or at all.

 

  1. For the purposes of these terms, “Client” means any individual, legal entity or business (including its officers in their personal capacities) which has at any stage been in contact with Get Set in connection with the provision of services by Get Set and/or its Consultants to such individual, legal entity or business; or any business acquired by it. 

 

  1. Notwithstanding anything to the contrary which may be contained in these terms, Get Set shall 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 any acts or omissions on its part.

 

  1. You hereby indemnify Get Set and hold it harmless in respect of any loss, damage, liability, costs and / or expenses of whatsoever nature which Get Set may suffer or incur as a consequence of or arising from or attributable to any acts or omissions on your part, including without limitation any loss, damage, costs and / or expenses of any nature whatsoever suffered or incurred by Get Set as a result of any claims brought against the Client, Get Set or yourself by any third party. Your liability under this indemnification shall be in addition to your liability to Get Set on account of any breach of contract or in delict.

 

  1. Get Set shall 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 performing, and suffered in the performance of, any services to Clients at the Client’s premises at the Client’s request.
  1. These Consultant Terms are standard terms and conditions which apply between Get Set and each of its Consultants, and they may, in the sole discretion of Get Set, and on reasonable notice to you, be amended from time to time. 

 

  1. The terms set out in this document (as may be amended from time to time) constitute the entire agreement between the parties hereto in regard to its subject matter. Neither such party shall have any claim or right of action arising from any undertaking, representation or warranty not included in these terms.

 

  1. Save for any amendments made by Get Set to these Consultant Terms from time to time, no agreement to vary, add to or cancel these terms shall be of any force or effect unless recorded in writing and agreed by or on behalf of both Get Set and the Consultant.

 

  1. These terms shall be governed by the laws of the Republic of South Africa.

 

  1. 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.