Terms of Service

A.   EXECUTIVE SUMMARY

 

Under the terms of this Agreement, the ADVISOR is appointed by the CUSTOMER to assist in driving the CUSTOMER’s marketing values and strategic targets under custom-designed visions, business development guidelines, road-maps, proprietary business-programs and specialised services.  

 

Based on the initial review between the Parties of the results to the assessment done, the following high level focus areas have been identified:

 

1.    The CUSTOMER’s Marketing Project – planned increase in the market share and CUSTOMER’s brand, its goals and objectives, while at the same time strengthening and increasing the associated customer profiles and supply chain, but also developing strategic partnerships and associations where necessary. The ultimate goal is to strategically drive and develop the CUSTOMER’s market position through increased revenue and profit margin growth over the timelines as identified under this Agreement.

 

2.    The CUSTOMER’s Brand Value Development Project – if opted, an additional assessment was done and initial outcomes discussed. Brand strategies and a development plan will be formulated in accordance to the profiling map.

 

B.    OBJECTIVES

 

Based on the assessment completed by the CUSTOMER a Brief will be formulated. This would ultimately provide the Parties with a targeted plan to address the marketing needs of the CUSTOMER and / or the Brand elements that need to be developed.

 

C.   THE PROCESS

 

The Parties have initiated the engagement process by taking a complete holistic view of the CUSTOMER’s business operations, having completed all the necessary assessments.

 

Upon conclusion of this Agreement the ADVISOR will capture & collate the information, and engage with the CUSTOMER via face-to-face, telephonic, and e-mail contact in order to address the agenda of the marketing project. It is agreed that the success of such project co-depends upon the commitment of both Parties to achieve the relevant outcome targeted under this Agreement.

 

 

NOTE: 

1.    The active participation of the CUSTOMER and its associated and/or nominated structures remains crucial to the success of the project, as detailed and outlined between the Parties from time-to-time. To this end, the CUSTOMER remains responsible for its associated business structures’ continued participation and commitment.

 

2.    Any and all funding, service charges, costs and other financial considerations relevant to the professional services and products provided by the ADVISOR, will be concluded as private and confidential matters between the latter and the CUSTOMER, and shall be mandated at 1,8% of the capital value, or R40,000, whichever is the greatest. All prior funding projects undertaken by the CUSTOMER is to be disclosed, and all further funding projects are to be mandated to the ADVISOR.

 

3.    The ADVISOR will not engage directly with any of the CUSTOMER’s partners, or associated business structures related to the project/program, on aspects of a commercial and/or financial interest, without the prior, written approval of the CUSTOMER and its nominated personnel.

 

D.   AGREEMENT SUBSCRIPTION TERM AND NOTICE PERIOD

 

1.    The Initial Subscription Term of this Agreement will start on the Commencement Date (also referred to as the Effective Date) and for an initial, fixed period of 12 calendar months, or as agreed in the Addendum.  The Parties will then continue with monthly services as detailed herein, in developing each of the strategic goals within the fixed Subscription period and as per the ongoing, formal project target-periods defined between the Parties from time-to-time.

 

2.    Both Parties commit not to terminate this Agreement within the first 12-months of the Agreement Subscription Term.

 

3.    The Agreement will continue uninterrupted after the initial period of 12 Months, subject to either of the Parties exercising its right(s) not to continue with the Agreement after the end of the initial Subscription Term.

 

4.    Should the Parties decide to continue with the Subscription Term after the initial period, then a minimum of 3 (three) calendar months’ notice period will apply thereafter to terminate this Agreement.

 

 


E.    BILLING PROCESS, TERMS OF PAYMENT & SERVICE CONSIDERATION

 

1.    The Parties acknowledge that the service cost analysis (as detailed under Annexure 1 attached hereto), reflects accurately on the project background and the associated services to be rendered by the ADVISOR.

 

 

2.    On the commencement date of this Agreement and thereafter on the first of every subsequent month, the ADVISOR will invoice the CUSTOMER for the rates and fees as detailed under Annexure 1, which will be concluded and signed simultaneously with this Agreement.

 

3.    Should the CUSTOMER decide to extend the Agreement Subscription Term as detailed under Section D, above, then the CUSTOMER agrees to an increase equal to the South African Consumer Price Index (CPI), applicable to the rates and charges as detailed under Annexure 1.

 

a.    The CPI results published closest to the last month of the Subscription Period will apply and the increase will be applied to the 1st month of services following the initial subscription period of 12 months and annually thereafter, if applicable.

 

4.    All prices, costs, rates and fees are listed as excluding Value Added Tax (VAT).

 

5.    Further to this and at the discretion of the CUSTOMER, additional billing may be necessary for services and/or products that fall outside the scope of this Agreement and project definition(s).

 

6.    The Parties understand that in order to reach compliancy to many aspects of the CUSTOMER project, specialist services outside of the scope of this proposal may be required.

 

a.    Examples to these are services from Lawyers, Accreditation Agencies, Chartered Accountants, Creative Services, Government/Municipal Departments, Conference Venues, etc.

 

b.    Under this consideration, the ADVISOR endeavors to engage with such specialist entities on the CUSTOMER’s behalf, perform the necessary preparation work and obtain their specialist services (with the CUSTOMER’s prior approval) to complete such. The CUSTOMER agrees that charges for such services will then be outside the scope of this Agreement and will be quoted on a case-by-case basis.

 

7.    PAYMENT TERMS:   It is agreed that all Invoices are to be settled by the CUSTOMER, on presentation of invoice. All Invoices will be forwarded to the CUSTOMER via e-mail, or alternatively as hardcopies, if so requested.

F.    LATE AND OVERDUE PAYMENTS, INTEREST & RELATED ADMINISTRATION CHARGES.

 

In the event that the CUSTOMER does not meet the payment terms as detailed under Section E above, the CUSTOMER agrees to an “incidental credit agreement” with the ADVISOR, as follows:

 

1.    The ADVISOR will be entitled to charge the CUSTOMER compounded interest of 2% (two percent) per month on the overdue amount(s). Charges under this arrangement will be subject to the formal guidelines of the National Credit Act (“NCA”) of the Republic of South Africa.

 

2.    Further to this, the CUSTOMER acknowledges that the ADVISOR may levy reasonable administration fees and charges for repeated, continuous and excessive requests from the CUSTOMER, for the ADVISOR to provide further copies and related documentation to such overdue amounts, or related to the project - and to which the SUPPLIER has already provided the necessary documentation in the first instance.

 

3.    The ADVISOR will ensure that detailed references are provided to such interest and/or administration charges and will readily make available any documentation and information that the CUSTOMR may require to manage interest levies and charges.

 

4.    The CUSTOMER further acknowledges that at the ADVISOR’s discretion, steps may be taken by the latter to list the CUSTOMER, and/or its principals and/or signatories with a registered Credit Bureau for outstanding monies, not settled by the Customer under reasonable terms.

 

a.    The ADVISOR will inform the CUSTOMER in writing of its intent to list the latter at a registered Credit Bureau in the case of payment defaults and will provide the CUSTOMER with reasonable timelines for settlement of such outstanding amounts

 

G.   TERMS OF CONFIDENTIALITY

 

Both Parties agree to keep all project discussions, reports and related documentation as confidential. All tools, systems and templates are for internal use only and are not to be distributed externally or reproduced in any way.

 

The Parties jointly and individually agree to keep confidential all information collected pertaining to the project(s) through the provision of the services by the ADVISOR, including information related to the Brand Tracker System ä , as well as additional services that may be rendered from time-to-time.

 

 

H.    INDEMNITY

 

In no event shall the ADVISOR, or its associated business entities, or any of its respective affiliates or associates, be liable for any direct, incidental, special, or consequential damages, costs, expenses or assessments resulting from the use or misuse of any information provided by The Brand Tracker System ä and its related services by the ADVISOR, as defined under this proposal.   

 

The ADVISOR and his associates do not provide financial or legal advice as contemplated in terms of the South African Financial Advisory and Intermediary Services Act. The CUSTOMER understands that he/she will use any information obtained under this Agreement at his/her own risk and that independent, professional Financial and Legal advice should be sought by the CUSTOMER before making decisions, financial commitments, and/or investments.