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TERMS AND CONDITIONS

These standard terms and conditions apply to services rendered by Amax (“we,” “us,” or “our”) to the client (“you” or “your”).

 

  1. SCOPE OF ENGAGEMENT

 

  • The services required by you is to be indicated on a signed Mandate, which services may include, though not necessarily be limited to accounting and tax, payroll, legal and statutory administration, IT support and insurance services, which services may be amended from time to time, as agreed upon between the parties.

 

In respect of accounting services:

 

  • We will not perform an audit or review of financial statements and, accordingly, we will not express an assurance opinion on them.

 

  • Only a registered auditor may issue an audit on a set of financial statements.

 

  • An accounting officer engagement differs significantly from an audit or review of financial statements, in which the auditor or independent reviewer provides assurance that the financial statements, taken as a whole, are free of material misstatement.

 

  • An accounting officer engagement does not contemplate obtaining an understanding of the individual or entity’s internal control; assessing fraud risk; tests of accounting records by obtaining sufficient appropriate audit evidence through inspection, observation, confirmation, or the examination of source documents (for example, cancelled cheques or bank images); and other procedures ordinarily performed in an audit. Accordingly, an accounting officer engagement does not provide assurance that we will become aware of all significant matters that would be disclosed in an audit. Therefore, an accounting officer engagement provides no assurance related to financial statements and whether they provide a true and fair view.

 

  • Our engagement cannot be relied upon to disclose errors, fraud, or illegal acts that may exist. However, we will inform you of any material errors, and of any evidence or information that comes to our attention during the performance of our accounting officer engagement procedures that fraud may have occurred. In addition, we will report to you any evidence or information that comes to our attention during the performance of our accounting officer engagement procedures regarding illegal acts that may have occurred, unless they are clearly inconsequential.
  • If, for any reason, we are unable to complete our accounting officer engagement of your financial statements, we will not issue a report on such statements as a result of this engagement. If there is a delay in producing the report, we will notify you of the reasons therefore and provide expected completion dates. We will use all reasonable efforts to complete the engagement as described in this letter within the agreed-upon time frames. However, we shall not be liable for failures or delays in performance that arise from causes beyond our control, including the untimely performance by you of any of your obligations.

 

  • Our work must not be expected to disclose defalcations or other irregularities – should you at any time, require a specific investigation for this purpose, this could be undertaken at your request, at an additional fee.

 

  • Any enquiries and investigation that we may undertake in respect of supporting evidence are for purposes of enabling us to adequately provide the accounting services mentioned, alone, and therefore do not fall outside the description of our appointment. We may also be obliged to take certain action if, during the performance of our duties as accounting officer, we become aware of contraventions of the Prevention of Organised Crime Act 121 of 1998 and the Financial Intelligence Centre Act 38 of 2001.

 

  • We are authorised to communicate with your previous accountant or professional, in order to discuss matters relevant to the current accounting officer engagement and to inspect working papers that may facilitate the performance of the current engagement. If during our current engagement, matters come to our attention that affect financial statements compiled by your previous accountant or the accounting officer engagement report on those statements, we will communicate such matters to your previous accountant.

 

  • We may from time-to-time supply oral, draft or interim advice or reports or presentations, but in such circumstances our final written advice or our final written report shall take precedence. No reliance shall be placed by you on any draft or interim advice or report or any draft or interim presentation. Where you wish to rely on oral advice or on an oral presentation, you shall inform us, and we shall supply documentary confirmation of the advice concerned.

 

  • We shall not be under any obligation in any circumstances to update any advice, report or any other product of the services, oral or written, for events occurring after the advice, report or product concerned has been issued in final forms, unless otherwise specifically agreed upon by mutual consent by you and us.
  • Any product of the services released to you in any form or medium shall be supplied by us on the basis that it is for your benefit and information only and that it shall not be copied, referred to or disclosed, in whole (save for your own internal purposes) or in part, without our prior written consent. The services shall be delivered on the basis that you shall not quote our name or reproduce our logo in any form or medium without our prior written consent.

 

  • However, you may disclose in whole any product of the services to your bankers and legal and other professional advisers for the purposes of your seeking advice in relation to the services, provided that when doing so you inform them that:

 

1.14.1            disclosure by them (save for their own internal purposes) is not permitted without our prior written consent, and

 

1.14.2            that we accept no responsibility or liability whatsoever and neither do we owe any duty of care to them in connection with the services.

 

  • Any advice, opinion, statement of expectation, forecast or recommendation supplied by us as part of the services shall not amount to any form of guarantee that we have determined or predicted future events or circumstances.

 

In respect of any other (non-accounting) services:

 

  • Where we are required to provide non-accounting services, the scope of such services shall be as agreed upon between the parties, which must be confirmed in writing.

 

  1. OUR RESPONSIBILITIES AND DUTIES

 

Where we are appointed as your accounting officer, we are required to:

 

  • Confirm that the annual financial statements correspond with your accounting records and will do so by adopting such procedures and conducting such enquiries in relation to the accounting records as we consider necessary in the circumstances.

 

  • Review the appropriateness of the accounting policies represented to us as being the policies applied in the compilation of the financial statements and to report to you in respect of these matters.

 

  • We also have certain reporting duties if, during the performance of our duties as accounting officer, we become aware of any and/or all of the following:

 

2.3.1              a provision of the Close Corporations Act or Companies Act has been contravened;

 

2.3.2              a change to the particulars in the founding statement has not been registered;

 

2.3.3              the financial statements indicate that the liabilities exceed the assets;

 

2.3.4              the financial statements incorrectly indicate that the assets exceed the liabilities;

 

2.3.5              the entity is not carrying on business and has no intention of resuming operations in the foreseeable future.

 

  • In respect of the instances listed under paragraph 2.3, we may be required to submit information related to your business and any related financial information to relevant statutory authorities that are empowered by law or regulation to request this information. In some instances, we are not allowed to inform you should we receive such a request.

 

  • By accepting the Mandate, you authorize us to share your business details and related financial information with these authorities.

 

  • We may also be required to provide access to our working papers or your client documentation to our professional membership body.

 

In respect of any other (non-accounting) services:

 

  • We will provide the agreed-upon services with due care, skill, and diligence, in accordance with relevant laws, regulations, and professional standards.

 

  1. CLIENT’S RESPONSIBILITIES

 

You are responsible for:

 

  • Maintaining proper accounting records. Such accounting records should adequately record all receipts, payments, sales, income, purchases, expenses, assets, liabilities and capital. We will be able to assist you with the following accounting tasks, should you so require:

 

3.1.1              The preparation of annual financial statements (in accordance with generally accepted accounting practice). The financial statements will be prepared for your consideration and approval.

 

3.1.2              Assist in writing up the accounting ledgers from information and explanations received from yourself.

 

  • The management, conduct and operation of your business and affairs;

 

  • Any representations made by you to third parties including published information;

 

  • Ensuring that the adopted policies and prescribed procedures are adhered to for the prevention of errors and irregularities, including fraud and illegal acts;

 

  • The use of, extent of reliance on or implementation of advice or recommendations supplied by us or other products of the services;

 

  • Making any decision in respect of the services delivered or any use of the product of the services;

 

  • The delivery, achievement or realisation of any benefits directly or indirectly related to the services that require implementation by you;

 

  • Ensuring that all arrangements are made for access, security procedures, virus checks, facilities, licences and/or consents (without any cost to us), where you require us, or the nature of the services is such that it is likely to be more efficient for us, to perform work at your premises or use your computer systems or telephone networks;

 

  • The payment of any and all tax due to SARS and the submission of your tax returns – we may be requested by you to compile the relevant information and the returns and even to submit same on your behalf, but it remains your duty to ensure that all of your returns have been submitted and that all outstanding tax has been paid;

 

  • The payment and filing of annual returns (if applicable) – we may be requested by you to file annual returns on your behalf, but it remains your duty to ensure that your annual returns have been filed and are up to date.

 

  • Making all management decisions and performing all management functions.

 

  • Designating an individual who possesses suitable skill, knowledge, and/or experience, preferably within senior management, to oversee or review the services.

 

  • Evaluating the adequacy and results of the services performed.

 

  • Accepting responsibility for the results of the services.

 

  • Establishing and maintaining internal controls, including monitoring ongoing activities.

 

  • Calculation of the public interest score in accordance with Regulation 26 of the Companies Regulations, 2011. The company’s public interest score should be calculated by the management at year-end for the current financial year. It is the sole responsibility of the management to determine the appropriateness of a review engagement in the circumstances of the company, in compliance with the requirements of the Companies Act, 2008, and taking cognizance of any other requirements or agreements that may be applicable to the company.

 

  • Registering with the appropriate authorities, where applicable:

 

3.17.1            SARS – for income tax purposes;

 

3.17.2            SARS – for PAYE, UIF and Skills Development purposes;

 

3.17.3            SARS – for VAT purposes;

 

3.17.4            Workmen’s Compensation;

 

3.17.5            Industrial Council.

 

  • As part of our accounting officer engagement procedures, we will require certain written representations from you regarding the financial statements and matters related thereto. You are required to provide us with same.

 

  • You undertake to provide us with full access to all financial and related information to complete our work.

 

  • Our accounting officer engagement will be conducted on the basis that you acknowledge and understand that you are responsible:

 

3.20.1            For the preparation and fair presentation of the financial statements in accordance with any prescribed financial reporting framework and the requirements of applicable legislation.

 

3.20.2            For such internal control as you determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

3.20.3            To provide us with access to all information of which you are aware that is relevant to the preparation of the financial statements, such as records, documentation and other matters, additional information that we may request from you for the purpose of the engagement.

 

3.20.4            Unrestricted access to persons within the entity from whom we determine it necessary to obtain evidence.

 

  • In the event that you are a practice management client, you shall be required to submit a report to us, on a weekly basis, which shall contain all the relevant documentation / records / information required by our offices to render the services.

 

  • You shall furthermore be required to meet with us, as and when deemed reasonably necessary by us, in order to enable us to render the services.

 

  • You will provide accurate and complete information necessary for the provision of services. You are responsible for the accuracy, legality, and reliability of the information you provide to us.

 

  1. AUTHORISATION

 

  • By engaging our services, you authorize us to act on your behalf to the extent necessary to perform the agreed-upon services. This includes, but is not limited to, communicating with relevant third parties, such as, though not limited to SARS, the Compensation Commissioner, and the Master of the High Court, and accessing your information.

 

  • We and / or our affiliated companies, are authorised to submit returns and forms on your behalf as if such returns and forms were signed and authorised by you. You further confirm that you have examined / will examine all returns submitted and confirm that amounts stated are correct and approved by you.

 

  • In accordance with the latest technological developments, our offices will endeavour to always provide you with the best service available. We are therefore authorised to attend to e-filing with SARS on your behalf.

 

  1. USE AND DISTRIBUTION

 

  • An accounting officer report is issued to you. Using the report in any other circumstances may not be appropriate. If you need a copy of our report, then you may request a copy from our offices. You are not allowed to reproduce or alter our reports.

 

  • Any document produced, altered or originated by us remains our property and may not be shared with any party, without our prior written consent. You may on request obtain access to our working papers on our premises. Any costs will be for your own account and access is determined in terms of the Promotion of Access to Information Act, 2000.

 

  • Should you need to distribute or share any document produced, altered or originated by us, including our report and the financial statements, you will first request and obtain our written authorisation to do so, which will not be unreasonably withheld.

 

  1. DISPUTE RESOLUTION

 

In the event of a dispute arising from this engagement, both parties agree to engage in good faith negotiations to resolve the matter amicably. If a resolution cannot be reached, the dispute shall be resolved through mediation or, if necessary, through binding arbitration in accordance with the rules of the relevant jurisdiction.

 

  1. INDEMNITY AND LIMITATION OF LIABILITY

 

  • You hereby agree to indemnify, defend and hold harmless our firm and its partners, agents, or employees, from and against any and all losses, costs (including legal fees), damages, expenses, claims, demands, or liabilities arising out of or in consequence of:

 

7.1.1              The breach by you and / or your business, or its directors, members, officers, agents, or employees, of any of the covenants made by you and / or your business herein, including, without restricting the generality of the foregoing, the misuse of, or the unauthorized dissemination of, our report or the financial statements in reference to which the report is issued, or any other work product made available to you by our firm; and

 

7.1.2              The services performed by our firm pursuant to this engagement, unless, and to the extent that, such losses, costs, damages, and expenses are found by a court of competent jurisdiction to have been due to the negligence of our firm.

 

  • In the event that the matter is settled out of court, we will mutually agree on the extent of the indemnification to be provided by you and / or your business. Our liability in terms of this engagement is limited, in accordance with all applicable law, to the extent that our professional indemnity insurance provides cover for same.

 

  • We, our partners, employees and agents will not be liable to you or any third party for any consequential, punitive or any other loss or damages beyond the liability as set out above.

 

  • We will not be liable for any delays resulting from circumstances or causes beyond our reasonable control, including without limitation, fire or other casualty, strike or labour dispute, war or other violence or cause through any law, order or requirement of any governmental agency or authority.

 

  • In the particular circumstances of the services set out in this engagement, the liability to you in contract or under statute or otherwise, for any indirect or consequential economic loss or damage (including loss of profits) suffered by you arising from or in connection with the services, however the indirect or consequential economic loss or damage is caused, excluding our wilful or grossly negligent misconduct, shall be excluded to the extent that such limitation is permitted by law.

 

  • In further consideration of our agreement to provide these services, you agree to indemnify us and hold us harmless against all and any claims made against us by any party whatsoever in respect of any loss, damages, costs or expenses referred to above and against the actual costs incurred by us in defending such claims.

 

  • We take every reasonable precaution while handling the documents submitted to our offices, however, we shall not be responsible in any manner whatsoever for any documents which are lost in transit by accident, theft, natural calamities (act of God) or any other reason outside the control of, or not arising out of a wilful default. Hence, we will not be liable or responsible in any manner whatsoever for the loss or damage of documents without a detailed confirmation of receipt by our offices, indicating that we did indeed receive the documents in question. Without confirmation of receipt it shall be assumed that our office did not receive the documents in question.

 

  • We and our affiliated companies may and will not be held jointly liable as a group, but in the particular instances as set out herein, severally liable.

 

  1. OWNERSHIP

 

  • We shall retain copyright and all other intellectual property rights in the product of the services, whether oral or tangible as well as ownership of our working papers. For the purpose of delivering services to you or other clients, we shall be entitled to use or develop knowledge, experience and skills of general application gained through performing the services. You agree to keep confidential any methodologies and technology used by us to carry out our services.

 

  • We have the right to use your name as a reference in proposals or other similar submissions to other prospective clients, unless you specifically forbid such disclosure. If we wish to use details of the work done for you for reference purposes, we will obtain your permission in advance.

 

  1. FEES

 

  • You are required to sign a debit order authorisation in respect of the monthly fees. The amount will depend on the services to be performed. You hereby agree that the debit order amount shall increase with 10% at the beginning of each new calendar year. You further confirm that this debit order shall be binding and valid until you have cancelled the debit order with no less than two months written notice. Kindly note that cancellation of the debit order will constitute termination of this engagement.

 

  • Our fees are based on the time spent on your affairs, together with disbursements, and are based on the time required by the resources assigned to the engagement plus out-of-pocket expenses. Individual hourly rates vary according to the degree of responsibility involved and the experience and skill required. The fees may differ from estimates that may have been supplied, which estimates will be provisional only. Stringent reporting requirement or deadlines imposed by you might require work to be carried out a higher level than usual or outside normal working hours. This may result in increased costs. Additional fees may also result from material changes in the services or from difficulties in obtaining information, which could not reasonably have been foreseen.

 

  • Invoices for fees and expenses/disbursements will be presented as agreed upon or on completion of the work done, whichever is earlier. These include all reasonable expenditure necessary for the successful completion of the services, including but not limited to travelling, subsistence, goods and services purchased on your behalf, communications, stationery, report and presentation material, secretarial time and computer charges. Invoices in respect of disbursements and out-of-pocket expenses are either payable on presentation or may be added to the debit order.

 

  • In return for the delivery of services by us, you shall pay our fees timeously, without any right of set-off. If you are not in agreement with any invoice, you are required to notify us in writing of your objection within 5 business days of the date reflected on the invoice. Failure to do so will constitute your acknowledgement that our invoice is prima facie correct and due and payable.

 

  • You further confirm that, in the instance of debit order reversal for whatsoever reason, an admin fee will be added to your account, per reversal.

 

  • Services provided by us, is strictly on receipt of payment, either by way of cash or debit order, and no finished work will leave the office unless it is fully paid for. We have card facilities and internet transfer facilities for your convenience. Should no cash payment be made, or any such payment be outstanding, you confirm and authorise our offices to deduct any such outstanding payments via debit order.

 

  • In the event of your appointing another adviser in our stead, or otherwise terminating our mandate, we will be entitled to issue an invoice upon receipt of such notification for an administration fee, as well as for all work done to date and not yet billed, at our standard charge-out rates, including disbursements incurred. In such event, you undertake to settle our account in full prior to us handing over books and records to you or to your appointee.

 

  • We shall be entitled to charge interest on any overdue amounts which are outstanding for more than thirty days from the date reflected on our invoice. Such interest rate shall be in accordance with the prescribed rates in terms of the National Credit Act. Such interest will be calculated on a monthly basis. All payments will be allocated first to interest, then to disbursements and then to the oldest outstanding fee. Failure to pay any account within 30 calendar days following the first formal written demand for such payment, will result in the suspension of services and may result in the termination of this engagement and agreement. Accounts outstanding for longer than 120 days will be handed over for debt collection and an administration levy of 30% of the outstanding account will be added.

 

  • You shall not be entitled to any refund of amounts which we have withdrawn via debit order, where such amounts are legally owing to us.

 

  1. ADDITIONAL COSTS

 

  • You will be held liable for the preparation and appearance costs should you frivolously report us or any of our affiliated companies to any respective professional bodies.

 

  • In such event, you shall also be liable for all charges and expenses of whatsoever nature, including, but without derogating from the generality of the foregoing, attorney and own client cost incurred in relation to the defence of the charges.

 

  1. INFORMATION

 

  • To enable us to perform the services, you shall use your best endeavors to procure and promptly to supply all information and assistance, and access to all documentation in your possession or custody, or under your control, where required by us. Where such information and/or documentation is not in your possession or custody or under your control, you shall use your best endeavors to procure the supply of the information and assistance and/or access to all the documentation.

 

  • You shall inform us of any information or developments which may come to your attention during the duration of the services contract, which might have a bearing on or be relevant to the services we have agreed to provide.

 

  • We may rely on any instructions or requests made or notices given, or information supplied, whether orally or in writing, by any person whom we know to be or reasonably believe to be authorised by you to communicate with us for such purposes.

 

  • We may choose to communicate with you by electronic mail, on the basis that in consenting to this method of communication, you accept the inherent risks of such communications (including the security risks of interception of or unauthorised access to such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices) and that you shall perform virus checks at your own peril. As you are however aware, the electronic transmission of information cannot be guaranteed to be secure or error free and such information could be intercepted, corrupted, lost, destroyed or incomplete, or arrive late or otherwise be adversely affected or unsafe to use. Accordingly, whilst we will use commercially reasonable procedures to check for the most commonly known viruses before sending information electronically and not withstanding any collateral contract, warranty or representation, neitherAmax nor its directors, employees, agents or servants shall have any liability to you on any basis, whether in contract, neglect (including negligence) or otherwise, in respect of any error or omission arising from or in connection with the electronic communication of information to you.

 

  • If the communication to which you wish to rely relates to a significant matter and you are concerned about the possible effects of electronic transmission, you may request a hard copy of such communication from us. If you wish us to password-protect all or certain documents transmitted electronically, you should discuss this with us, and we will endeavor to make appropriate arrangements.

 

  • Should you provide us with hard copies of documentation and information, it remains your duty to obtain written proof / confirmation stating which documents, in hard copy format, have been provided to us, on what date was same delivered to our offices, as well as to whom such documents were given (specific person must be named).

 

  • Should you request that the aforementioned documentation be returned to you, you will have to provide us with written instructions, without which we cannot return the documentation.

 

  • We may receive information form you or from other sources in the course of delivering the services and:

 

12.8.1            we shall consider the consistency and quality of information received by us;

 

12.8.2            we shall not seek to establish the reliability of information received from you or any other information source.

 

12.8.3            Accordingly, we assume no responsibility and make no representation with respect to the accuracy, reliability or completeness of any information provided to us; and

 

12.8.4            we shall not be liable to you for any loss or damage suffered by you arising from fraud, misrepresentation, withholding of information material to the services or other default relating to such material information whether on your part or that of the other information sources.

 

  • You undertake to supply information in response to our enquiries to enable us to comply with our statutory obligations in terms of the Financial Intelligence Centre Act 3 of 200 and the Prevention of Organized Crime Act 2 of 99.

 

  1. RELIANCE ON CLIENT INFORMATION AND INDEMNITY

 

  • The services provided by us are wholly dependent on information supplied by you.

 

  • We shall be entitled to assume that all the data and information provided by you is accurate, reliable and complete.

 

  • We will not be liable to you or to any third party for any damages suffered as a result of you providing any information that is incorrect or incomplete or where you fail to disclose any relevant information to us.

 

  • We will also not be liable in the instance where you fail to provide us with the required information or documentation, even in the event where you have paid for the services.

 

  • Payment(s) will not be refunded in any of the aforementioned events.

 

  • You hereby indemnify us against any claims or expenses relating thereto.

 

  1. WORK FOR OTHER CLIENTS AND CONFIDENTIALITY

 

  • Our relationship with the client will not prohibit or restrict us in any way from rendering services to any other client.

 

  • Standard internal procedures are in place to ensure that confidential information that is supplied to us as a result of our appointment shall be treated as confidential.

 

  • We may acquire sensitive information concerning your business or affairs in the course of delivering the services, which constitutes personal, trade, business or industrial information not generally known (‘confidential information’). In relation to confidential information we shall comply with the confidentiality standards prescribed in terms of relevant legislation. This restriction shall not apply where confidential information enters the public domain or where we may be required to disclose it to our insurers, legal advisers or under legal compulsion.

 

 

  1. MANAGEMENT OF YOUR ENTITY

 

  • Whilst we may examine the accounting records and conduct certain enquiries in relation to the books of account, we cannot be held responsible for the acts or omissions on the part of the entity’s management.

 

  • It should be noted that certain acts, whether of commission or omission, will result in the personal liability of the member(s) or shareholders for the debts of the entity. Should you require any specific advice in this regard, please feel free to contact us. We endeavour to be of assistance to our clients, on as broad a base as possible and additional services will be provided on an on-going basis at your request.

 

  1. KNOWLEDGE AND CONFLICTS

 

  • The engagement team shall not be required, expected or deemed to have knowledge of any information known to their colleagues which is not known to them personally, or be required to obtain such information from colleagues.

 

  • The engagement team shall not be required to make use of, or to disclose any information to you, whether known to them personally or known to colleagues, which is confidential to another of our clients.

 

  • We may be approached to advise another party or parties who are in dispute with you, or to advise or represent the interests of a party or parties whose interests are opposed to yours through their material concern in matters to which the services are specifically and directly related (‘adversarial conflicts’). We seek and shall continue to seek to identify adversarial conflicts. If you know or become aware of any which may arise, you shall inform us promptly.

 

  • We shall endeavor to have mechanisms operating designed to facilitate the protection of each client’s interests through the use of, inter alia, one or more of the following safeguards: separate teams, and operational independence.

 

  • We shall not accept an engagement which may give rise to an adversarial conflict for an engagement team.

 

  • Our employees may accept such an engagement only where effective barriers exist to prevent the flow of confidential information from one engagement team to another. The existence of such barriers shall constitute full compliance with our duty of confidentiality in relation to adversarial conflict. We may accept such an engagement only when the adversarial conflict is disclosed to all the parties involved and their consent is obtained.

 

  • We may be approached to advise another party or parties where there is no adversarial conflict but whose interests compete with yours specifically and directly in relation to the subject matter of the services (‘competing party’ or ‘competing parties’). We seek and shall continue to seek to identify competing parties. If you know or become aware that one of our employees is advising or proposing to advise a competing party, you shall inform us promptly. In such situations we shall take appropriate measures to ensure that strict confidentiality is maintained in all respects where such confidentiality is warranted.

 

  • Where a party being advised by us, has been identified by us or notified by you as a competing party, we shall activate appropriate barriers and when operating we shall be entitled to advise the competing party concerned at any time and in any capacity (save in relation to an adversarial conflict). We will supply you with the detail of the potential adversarial conflict and how this will be approached either before we commence work in accordance with these standard terms and conditions or during the engagement. The existence of appropriate barriers shall constitute full compliance with our duty of confidence in relation to competing parties.

 

  • Where a party has engaged our services, and during the delivery of our services we are of the opinion, even with the barriers introduced, that your interests or the other party’s interests are likely to be prejudiced, we may, after consultation with you, choose to terminate the services contract and engagement and we shall be entitled to terminate the services with immediate effect on written notice to you. We shall not be responsible for any costs that you may incur in securing other professional services.

 

  1. THE ENGAGEMENT

 

  • These terms and conditions, along with any separate agreement and Mandate, constitute the entire agreement between you and us and supersede any prior agreements, understandings, or representations, whether oral or written.

 

  • In the event of any inconsistency between these standard terms and conditions and any additional terms set out in a separate agreement, the terms of the agreement shall prevail.

 

  • Neither of us shall be in breach of our contractual obligations nor shall either of us incur any liability to the other if we or you are unable to comply with these terms and conditions as a result of any cause beyond our or your reasonable control. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the operation of the services on written notice, which notice will take effect immediately on delivery thereof.

 

  • Failure by any one of us to exercise or enforce any rights available to us shall not amount to a waiver of any rights available to either of us.

 

  • Neither of us shall have the right to cede or assign the benefit or burden of the services contract without the written consent of the other.

 

  • We shall have the right to appoint sub-contractors to assist us in delivering the services.

 

  1. TERMINATION

 

  • Termination or suspension of the services shall be without prejudice to any rights that may have accrued to either of us before termination or suspension and all sums due to us shall become payable in full when termination or suspension takes effect.

 

  • On termination each of us on request will return any property belonging to the other that it has in its possession. We may retain one copy of any documentation upon which the services are based to enable us to maintain a professional record of our involvement.

 

  • The following clauses of these terms and conditions shall survive expiry or termination of the services contract, being clauses 1.10, 1.11, 1.12, 1.13, 3, 7, 8.1, 9.4, 9.5, 12.2, 12.8, 14, 16.3, 16.4, 16.7, 16.9, 17, 18, 19.

 

  1. RECORDS

 

  • In keeping with the Protection of Personal Information Act, we will scan and save electronically all necessary documents and will only keep hard copies of important documents for as long as the information is used, unless the scanned documents are sufficient.

 

  • Important original documents must be returned to the client/owner thereof, failing which, they should be retained by us pending such return. All other original documents shall be destroyed if not collected by the client.

 

  • It is the clients’ responsibility to request any paper copies to be returned.

 

  • If a client is no longer using our services, we will be required by law to retain copies of certain documentation and information for a prescribed period of time, whereafter the copies will be destroyed.

 

  1. PROTECTION OF PERSONAL INFORMATION ACT

 

19.1      The Personal Protection of Information Act deals with the collection and processing of personal information. We require your consent to obtain, collect, process and otherwise deal with your personal information as envisaged in the Act, for the following purposes:

 

19.1.1     To provide the services to you;

19.1.2     For recordkeeping purposes;

19.1.3     In connection with legal proceedings;

19.1.4     Providing communications to clients in respect of the services rendered;

19.1.5     In connection with and to comply with legal and regulatory requirements or when it is otherwise allowed by law;

19.1.6     For marketing purposes in order to ensure that our products and services remain relevant to our clients and potential clients;

19.1.7     For all such other purposes in order to protect our rights.

 

19.2        By signing the Mandate, you confirm your consent. You also warrant that you have all necessary rights to provide the Personal Information to us for the processing to be performed in relation to the Services, and that one or more justification grounds set forth in POPIA support the lawfulness of the processing.

 

19.3      We shall treat all Personal Information as confidential and shall inform all our employees, agents and/ or approved sub-contractors engaged in processing the Personal Information of the confidential nature of the Personal Information. We shall ensure that all such persons or parties have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.

 

19.4      We would also like to place on record that our firm has complied internally with all the provisions of the POPI Act that relates to us, with specific reference to the processing, security and backup of your data safely. Our information officer has signed off on all the requirements.

 

19.5      Kindly note that, in order to provide the services, we may be required to share your personal information with our affiliated companies and with third parties, as may be applicable to the services, including but not limited to:

 

19.5.1   SARS;

19.5.2   Legal Practice Council;

19.5.3   South African Banks;

19.5.4   Department of Labour;

19.5.5   Compensation Commissioner;

19.5.6   Credit Bureaus (in the instance where accounts are in arrears);

19.5.7   The Master of the High Court;

19.5.8   The Companies and Intellectual Property Commission.

 

19.6      The signing of the Mandate indicates that we have your permission to do so.

 

19.7      Where you request services to be delivered to you by any of our affiliated companies, you confirm that this engagement letter constitutes the necessary consent as envisaged in the POPI Act and that it will, accordingly, not be necessary for any of our affiliated companies to obtain new consent(s). Kindly note that we have agreements in place with our affiliated companies to ensure compliance with confidentiality and privacy conditions.

 

19.8      Kindly note that in the event that we are asked to resign from doing your work for any reason whatsoever it will be necessary for us to retain your records including your private information so that we can deal with any queries that may arise following termination of the engagement. These records will be destroyed after the prescribed period for retention has expired. The signing of this engagement indicates that we have your permission to do so.

 

19.9      Kindly note that our Privacy Notice can be found on our website.

 

  1. SEVERABILITY

 

Each clause or term of the service contract constitutes a separate and independent provision. If any of the provisions of the services contract are held by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.

 

 

 

  1. CAPACITY

 

You agree to and accept the provisions of the services contract on your own behalf and as the agent for other entities. You shall procure in such circumstances that any other entity shall act on the basis that they are a party to the services contract, as if they had each signed a copy of the Mandate and agreed to be bound by it.

 

  1. STAFF

 

Our staff undergo periodic training and this, together with the taking of leave, may lead to staff turnover and lack of continuity. We will use our best endeavours to avoid any disruption to the services, though we cannot guarantee same.

 

  1. THESE TERMS AND CONDITIONS

 

  • The terms and conditions contained herein, together with the Mandate and any quotations or invoices, constitute the entire service contract. By signing the Mandate, you agree to be bound to these terms and conditions.

 

  • These terms and conditions will remain in effect for perpetuity unless it is terminated, amended or suspended.

 

  • Should the content not correspond with your view of our terms of engagement, we will gladly discuss this matter further with you.

 

  • We reserve the right to amend these terms and conditions from time to time, as may be required. Any new version of the terms and conditions will be conveyed via electronic mail with the date on which it will become effective. It is your obligation to check your emails on a regular basis in order to determine whether any amendments have been made. Should you not agree with any such amendment, you will be entitled to cancel the engagement.

 

  • We wish you successful trading and request that you communicate with us should you have any queries regarding the above.