Terms and Conditions between Get Set Strategy and its Consultants

On your, the undersigned client’s, request from time to time, Get Set Strategy (Pty) Ltd (“Get Set”) will introduce you to consultant/s from its panel (“consultants”), who will provide marketing strategy, marketing, related or otherwise agreed services (“the services”) to you as independent contractors in accordance with these terms (the “Consultants Terms”) (which will govern all and any services provided to you or any person associated to you by any consultant).
1. Relationship between the parties

  • 1.1 On each request, Get Set will put forward one or more consultants to perform the services. On your approval of the proposed consultant, these Consultants Terms will apply to your relationship with such consultants.
  • 1.2 No employment relationship will come into existence between you and the consultants, and they will act as independent contractors to you. No laws or codes that regulate the relationship between employers and their employees will be applicable to you.
  • 1.3 The consultants will be responsible for their own income tax and other related taxes with respect to all compensation payable in terms of these Consultants Terms and they will not be entitled, or eligible to participate in any benefits or privileges provided by you to your employees.
2. Consultants’ obligations

The consultants will, while performing the services:

  • 2.1 adhere to the reasonable instructions as given by you from time to time;
  • 2.2 maintain the necessary skills and experience to perform the services, save where they advise you that other specialized services and / or advice (of a marketing nature or otherwise) are required;
  • 2.3 work at your premises or at other locations as agreed with you and as necessary;
  • 2.4 adhere to the strictest confidentiality with regards to all aspects of the services;
  • 2.5 maintain professional standards of conduct in relation to the services;
  • 2.6 be solely liable and responsible (to the exclusion of Get Set) for:
  • 2.6.1 the proper performance of the services; and
  • 2.6.2 the administration of their own business affairs.
3. Your obligations

You will:

  • 3.1 provide the consultants with clear and reasonable instructions in relation to the services;
  • 3.2 provide the consultants with all information and documents reasonably required by them to carry out the services (subject to 7 below);
  • 3.3 provide the consultants with the necessary resources (as defined in 7.1 below), finance and / or office equipment as agreed between you which may be required by them to perform the services;
  • 3.4 provide the consultants with parking at your premises for the days / times required by them; and
  • 3.5 make payment in accordance with 4 below.
  • 3.6 You will not procure the provision of any services from the consultants other than in accordance with these Consultants Terms and will inform Get Set in advance of your intention to procure any further services. Any such further services will be governed by these Consultants Terms, whether or not you have complied with the said obligation to inform Get Set thereof.
4. Payment

  • 4.1 For the duration of these Consultants Terms, the consultants will keep accurate records of the services rendered, including time spent doing so.
  • 4.2 Get Set will invoice you as set out in the Terms of Service agreement above.
  • 4.3 Any regular payment of such monies, whether by EFT/wire, cheque or via payroll, will not constitute a monthly salary in respect of the consultants, nor create any expectation or perceptions of being such.
  • 4.4 Apart from the amounts invoiced as set out above, the consultants will not be entitled to receive any further monies or any benefits of whatsoever nature from you arising from the services in accordance with these Consultants Terms.

5. Breach

Should either party commit a breach of any provision of these Consultants Terms and fail to remedy such breach within 7 (seven) days of receiving written notice from the other party requiring it to do so, then the party aggrieved by such breach will be entitled, without prejudice to its other rights at law, or in terms of 6 below, to claim specific performance and / or damages.

6. Termination

  • 6.1 Either party may, in its sole discretion, terminate the services, on no less than 10 (ten) working days’ written notice to the other party.
  • 6.2 Subject to 11.6 below, termination by notice in accordance herewith will not create any rights of renewal or consideration for any periods not completed, or any related obligations.
7. Resources

  • 7.1 To the extent that the consultants work on your premises, they acknowledge that your resources, including servers, computers, work stations, monitors, printers, phones, postal services, e-mail facilities and internet facilities (“the resources”) are for conducting your business.
  • 7.2 The consultants will have no expectation of privacy in relation to the use of the resources provided by you.
  • 7.3 The consultants understand and accept that you may, at your discretion, monitor their use of the resources and intercept, acquire, read, view, inspect, record and / or review any and all communications created, stored, transmitted, spoken, sent, received or communicated by the consultant on, over or in the resources or otherwise. The consultants hereby expressly consent to you doing so.
8. Information exchanged between you and the consultants

  • 8.1 For the purposes of these Consultant Terms, 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
  • 8.2 The consultants 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 the consultants as and when necessary. You accept that this personal information will be used by the consultants to enable them to provide the services that you require.
  • 8.3 Unless otherwise agreed between you and the consultants in writing and subject to these Consultants Terms, the consultants 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 You undertake to notify the consultants in writing of any personal information provided by you that is inaccurate, irrelevant, excessive, out of date, incomplete, misleading or obtained unlawfully and that needs to be corrected or deleted (“defective personal information”). You accept that the consultants cannot be held responsible for using defective personal information where they are not aware of the nature and extent of the defects in such personal information.
  • 8.6 All title, copyright and any other intellectual property in any documents of whatsoever nature generated or amended by the consultants as a result of the provision by them 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 Consultants Terms.
  • 8.7 You accept that information that the consultants collect may be transferred to or between various countries internationally as a consequence of them using information technology hosted or operated by a third party in or from such countries to store and/or process any information in their possession or under their control, which countries may not have data protection laws that are equivalent to those in force in the jurisdiction in which you reside. Consultants shall, 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.
  • 8.8 This clause 8 will survive the termination or cancellation of these Consultants Terms for any reason whatsoever.
9. Limitation of liability and indemnity

  • 9.1 Notwithstanding anything to the contrary which may be contained in these Consultants Terms, the consultants will not be liable for any direct or indirect (including, without limitation, 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:
  • 9.1.1 the services or any other work performed by a consultant;
  • 9.1.2 any act or omission on the part of Get Set or a consultant; and/or
  • 9.1.3 any breach, fault or negligence on the part of Get Set or a consultant.
  • 9.2 You hereby indemnify the consultants and hold them harmless in respect of any claims brought against them, Get Set or an 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 any other work performed by a consultant, employee, officer or agent for you, your employees, officers or agents.

10. Assignment

Neither party may assign any of its rights or obligations contained in these Consultants Terms to any third party.

11. General

  • 11.1 Remedies Unless the contrary is stated herein, no remedy conferred by these Consultants Terms is intended to be exclusive of any other remedy which is otherwise available at law, by statute or otherwise. Each remedy will be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law, by statute or otherwise. The election of any one or more remedy by any of the parties will not constitute a waiver by such party of the right to pursue any other remedy.
  • 11.2 Severance If any provision of these Consultants Terms 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.
  • 11.3 Entire Agreement These Consultants Terms 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 Consultants Terms.
  • 11.4 Variations No agreement to vary, add to or cancel these Consultants Terms will be of any force or effect unless agreed to in writing by or on behalf of the parties.
  • 11.5 General Cooperation The parties will cooperate with each other and execute and deliver to the other party such other instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights and the intended purpose of these Consultants Terms.
  • 11.6 Survival of Rights, Duties and Obligations
  • Termination of these Consultants Terms for any cause will not release either party from any liability which at the time of termination has already accrued to the other party or which thereafter may accrue in respect of any act or omission prior to such termination.
  • 11.7 Governing Law and Submission to Jurisdiction These Terms will be governed by and construed in accordance with the laws of South Africa:
  • 11.7.1 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.
  • 11.7.2 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.
  • 11.8 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.