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 (“Panel Members”), who will provide marketing strategy, marketing, related or otherwise agreed services (“the services”) to you as independent contractors in accordance with these terms (the “Panel Members 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 Panel Members to perform the services. On your approval of the proposed consultant, these Panel Members Terms will apply to your relationship with such Panel Members.
1.2 No employment relationship will come into existence between you and the Panel Members, 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 Panel Members will be responsible for their own income tax and other related taxes with respect to all compensation payable in terms of these Panel Members Terms and they will not be entitled, or eligible, to participate in any benefits or privileges provided by you to your employees.
2. PANEL MEMBERS’ OBLIGATIONS
The Panel Members 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 remotely or at your premises or 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 Panel Members with clear and reasonable instructions in relation to the services;
3.2 provide the Panel Members with all information and documents reasonably required by them to carry out the services (subject to 7 below); and
3.3 make payment in accordance with 4 below.
3.4 You will not procure the provision of any services from the Panel Members other than in accordance with these Panel Members 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 Panel Members 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 Panel Members Terms, the Panel Members 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.
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 Panel Members 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 Panel Members Terms.
5. BREACH
Should either party commit a breach of any provision of these Panel Members 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 Panel Members 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 Panel Members will have no expectation of privacy in relation to the use of the resources provided by you.
7.3 The Panel Members 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 Panel Members on, over or in the resources or otherwise. The Panel Members hereby expressly consent to you doing so.
8. INFORMATION EXCHANGED BETWEEN YOU AND THE PANEL MEMBERS
8.1 For the purposes of 8, any reference to “information” will mean “personal information” as defined in the Protection of Personal Information Act (Act No. 4 of 2013), regardless of form, insofar as such information relates to you, your business or affairs, employees, directors, clients, suppliers and / or third parties.
8.2 The Panel Members will require 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 information for the Panel Members as and when necessary. You accept that this information will only be used by the Panel Members to enable them to provide the services that you require.
8.3 Unless otherwise agreed between you and the Panel Members in writing and subject to these Panel Members Terms, the Panel Members will treat 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 information in terms of 8.2, including but not limited to authority, permissions and / or licenses to provide information relating to third parties.
8.5 You undertake to notify the Panel Members in writing of any information provided by you in terms of 8.2 that is inaccurate, irrelevant, excessive, out of date, incomplete, misleading or obtained unlawfully and that needs to be corrected or deleted (“defective information”). Upon receiving such written notification, the Panel Members will correct or delete the defective information and, if necessary, inform Get Set accordingly. You accept that the Panel Members cannot be held responsible for using defective information where they are not aware of the nature and extent of the defects in such information.
8.6 You consent to the Panel Members using the information provided by you in terms of 8.2 for the purposes set out therein and retaining such information until such time that you request in writing the destruction or deletion thereof.
8.7 All title, copyright and any other intellectual property in any documents of whatsoever nature generated or amended by the Panel Members as a result of the provision by them 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 Panel Members Terms.
8.8 You accept that information that the Panel Members collect about you may be:
8.8.1 stored and processed in and transferred between any of the countries in which they and/or Get Set operate in order to enable them to process such information in accordance with these Panel Members Terms; and
8.8.2 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. Get Set 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.
8.9 This clause 8 will survive the termination or cancellation of these Panel Members Terms for any reason whatsoever.
9. LIMITATION OF LIABILITY AND INDEMNITY
9.1 Notwithstanding anything to the contrary which may be contained in these Panel Members Terms, the Panel Members 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 Panel Members;
9.1.2 any act or omission on the part of Get Set or a Panel Members; and/or
9.1.3 any breach, fault or negligence on the part of Get Set or a Panel Members.
9.2 You hereby indemnify the Panel Members 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 Panel Members Terms to any third party.
11. GENERAL
11.1 Remedies Unless the contrary is stated herein, no remedy conferred by these Panel Members 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 Panel Members 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 Panel Members 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 Panel Members Terms.
11.4 Variations No agreement to vary, add to or cancel these Panel Members 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 Panel Members Terms.
11.6 Survival of Rights, Duties and Obligations
Termination of these Panel Members 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 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.
