This Career Services Agreement is effective as of: 21 October 2024 (“Effective Date”)
CAREER SERVICES AGREEMENT
between:
THE COMPANY
(as recorded in item 1 of the table below)
(“the Company”)
and
THE CLIENT
(as recorded in item 2 of the table below)
(collectively referred to as the “Parties”)
1. | The Company: | Occupational Insight (Pty) Ltd |
Registration Number: | 2024/207084/07 | |
Phone number: | 087 379 7857 | |
Email address: | info@occupationalinsight.co.za | |
Web address: | www.occupationalinsight.co.za | |
2. | The Client: | As per website booking/enquiry/contact information supplied |
Contact person: | ||
Registration Number / ID Number: | ||
Physical/Postal address: | ||
Phone number: | ||
Email address: | ||
3. | Services:
|
|
4. | Business Hours: | All services strictly rendered through session appointments only. Business/Office hours: Monday to Friday 08:30 – 16:30 Session appointment timeslots: Monday to Friday 09:00 – 19:00 Saturday and Sundays 10:00 – 14:00 Public Holidays: Closed |
5. | Commencement Date: | From date of signature/acceptance. |
6. | Termination Date: | 24 months after last follow-up session/engagement. |
7. | Fees: | As per Schedule B. |
8. | Payment terms: | Full payment due on or prior to Service/session date. |
9. | Company’s designated banking account: | Account Holder: Occupational Insight (Pty) Ltd Standard Bank Cheque Account Account Number: 1022 169 0113 Payment Reference: Use Invoice No. |
1 INTRODUCTION
1.1 The Client appoints the Company to render the Services, as set out in item 3 of the above table.
1.2 The Company and the Client have reached agreement on the terms and conditions, regulating the provisions of the Services and wish to reduce the terms of this consensus to writing in the form of this Agreement.
2 INTERPRETING THIS AGREEMENT
2.1 This Agreement contains a number of words and phrases which have specific meanings denoted by such words being capitalised.
2.2 In this Agreement, headings are for convenience only and are not intended to be used to interpret the Agreement.
2.3 If the Agreement refers to a party who is liquidated or sequestrated (or has been through a comparable process under a different legal system), then the Agreement will also be applicable to, and binding on, that party’s liquidator or trustee, as the case may be.
2.4 Unless this Agreement indicates to the contrary, any references to any gender includes the other gender, a natural person includes an artificial person and vice versa, the singular includes the plural and vice versa.
2.5 The contra proferentem rule, or rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting or preparation of this Agreement, shall not apply.
2.6 Where in this Agreement, provision is made for the Parties (or either of them) to agree on or grant approval in respect of any matter, such agreement or approval shall only be valid and binding on the Parties thereto if reduced to writing and signed by the duly authorised representative of such Parties.
2.7 The use of the word "including" followed by a specific example shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example.
2.8 Where this Agreement specifies any number of days, the number of days excludes the first day and includes the last day, unless the last day falls on a Saturday, Sunday or gazetted public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or gazetted public holiday in the Republic of South Africa. Generally speaking, references to a “day” are references to typical business days.
2.9 Any reference to "business hours" shall be construed as being between the hours set out in item 4 of the above table. Any reference to time shall be based upon South African Standard Time.
2.10 All annexures, schedules, data protection agreements, addenda and amendments to this Agreement form an integral part of this Agreement and, therefore, the Company’s contract with the Client.
2.11 The words and phrases in the definitions sections, below, bear the meanings assigned to them and related expressions bear corresponding meanings.
3 DEFINITIONS
3.1 “Agreement” means these terms and conditions as well as any annexures, amendments, schedules or addenda to these terms and conditions from time to time;
3.2 “Client” means the Party identified in item 2 of the above table;
3.3 “Commencement Date” means the date on which this Agreement will commence as recorded in item 5 of the above table;
3.4 “Company” means the Party defined in item 1 of the above table;
3.5 “Company’s Associates” means the Company’s registered career development practitioner: career information officer (CDP:CIO), officers, administrators, servants, agents, contractors or other persons in respect of whose actions the Company may be held to be vicariously liable;
3.6 “Confidential Information” means any information received by one Party from the other Party and is marked as confidential or a similar notice (if disclosed in writing or a tangible form), identified as confidential (if disclosed verbally) or should reasonably be treated as confidential under the context in which such disclosure was made;
3.6.1 Confidential information shall not include information that the Party receiving the information can demonstrate:
3.6.1.1 is lawfully in the public domain at the time of disclosure thereof;
3.6.1.2 subsequently becomes lawfully part of the public domain by publication or otherwise;
3.6.1.3 is or becomes available to the Party receiving such information from a source other than the Party revealing the information, which source was lawfully entitled without any restriction on disclosure to disclose such information to a third party.
3.6.2 The Party receiving the Confidential Information will:
3.6.2.1 safeguard Confidential Information with the same degree of care as it exercises with its own Confidential Information, but no less than reasonable care;
3.6.2.2 not disclose any Confidential Information to third parties; and
3.6.2.3 will use the other Party’s Confidential Information solely in the exercise of the rights and obligations under this Agreement and for no other purpose.
3.6.3 The Party so receiving the Confidential Information may disclose same only pursuant to a requirement or request by operation of law, regulation or court order, but then only to the extent so disclosed and then only in the specific instance and under the specific circumstances in which it is obliged to be disclosed.
3.7 “Fees” means the total amount as payable by the Client to the Company in respect of the Services rendered, as set out in item 7 of the above table;
3.8 “Intellectual Property” means the expression and/or representation of an intellectual and/or creative process and includes, but is not limited to, any text, resources, images, data, multimedia, ideas, source code, concepts, know-how, data processing techniques, copyrights, trademarks, logos, patents, designs, inventions;
3.9 “Interruption Event” means theft, strike, lock-out, load shedding, blackout, fire, explosion, flood, riot, war, accident, act of nature, embargo, legislation, shortage of or a breakdown in transportation facilities, civil commotion, unrest or disturbances, cessation of labour, server downtime, government interference or control, or any other cause or contingency beyond the control of the Party concerned;
3.10 “Interrupted Party” means a Party prevented or restricted directly or indirectly from carrying out all or any of its obligations under this Agreement by reason of an Interruption Event;
3.11 “Losses” means all losses (including, but not limited to, those in respect of injury, damage to physical property or loss of life), liabilities, costs, expenses, fines, penalties, damage, and claims, and all related costs and expenses (including legal fees on the scale as between attorney and own client, tracing and collection charges, costs of investigation, interest and penalties);
3.12 “Parties” means the Company and the Client (“Party” shall have a corresponding meaning);
3.13 “Payment Terms” means the manner in which the Fees shall be paid to the Company by the Client, as set out in item 8 of the above table;
3.14 “Services” mean those Services provided by the Company to the Client as set out in item 3 of the above table; and
3.15 “Termination Date” means the date on which this Agreement will terminate as recorded in item 6 of the above table.
4 DURATION
4.1 This Agreement shall commence on the Commencement Date and terminate on the Termination Date.
5 THE SERVICES
5.1 The Services as rendered by the Company to the Client shall be those recorded in item 3 of the above table and read in conjunction with the below provisions;
5.2 Career Development Information Services (Individuals and Group Sessions)
5.2.1 Services are rendered to Clients on an as and when required basis via bookings. The Company does not render any professional career development information Services to Clients whatsoever outside of making an official booking and holding a formal session.
5.2.2 Services and sessions are only conducted by Career Development Practitioners: Career Information Officers (CDP:CIO), whom form part of the Company’s Associates, and are duly registered as per the laws governing career development in the Republic of South Africa.
5.2.3 All Services are rendered in line with the South African Competency Framework for Career Development Practitioners, and the professional scope of practice and duties for the registered CDP:CIO.
5.2.4 Services are rendered to either individual Clients through one-on-one online sessions, or to group Clients comprising larger engagements with two (2) or more individuals via online or on-site means.
5.2.5 For Services which are rendered online. Clients confirm that they have access to the following for the duration of the Services:
• A reliable device to connect to the internet (Smartphone, tablet, computer, or similar);
• A stable connection to the internet and adequate data for the Services and sessions;
• Microsoft Teams or Zoom software installed on the device and set-up for use; and
• Microsoft Office and Adobe Reader (or similar) PDF software to access written or audio-visual material, activities, databases, links, forms and reports, which the CDP:CIO will discuss and may share before, during and after sessions.
5.2.6 The Company and Company’s Associates shall perform the Services to a professional standard and code of ethics comparable to the standards generally accepted in the marketplace for the same Service.
5.2.7 Consent by acceptance of this Agreement and the POPI data protection Agreement are required for Services to be rendered. Where the client is below the age of 18 years old, the parent/legal guardian will be required to provide consent on their behalf.
5.2.8 Consent and the seeking of Services by the Client is completely voluntary and can be withdrawn at any stage of the Service by providing written notice to the CDP:CIO. Should consent be withdrawn, no further services shall be rendered until further consent is re-attained. The Client will however remain liable for the payment of Services which were rendered up until the point of when consent was in full effect.
5.2.9 All Services and sessions occur between the client and the CDP:CIO only. No other persons or third-party’s are permitted in sessions for privacy and confidentiality reasons. However, should the Client wish to be accompanied to sessions by a third-party or other persons such as the Client’s spouse, parent/legal guardian or other representative, this will only be permitted on request and with consent of the Client. The Client however fully accepts the risk and liability of potential confidentiality and privacy breaches from introducing a third-party or person to their session and further accepts that this may hamper or influence privacy and/or confidentiality and/or may interfere with performance of the Service.
5.2.10 The Company does not offer employment nor employment guarantees, warranties or recruitment services of any kind, whether express or implied. The Company may however refer the Client to other employment agencies, websites, employers, professional bodies, associations, internship or work service opportunities, networking options and job-seeking avenues/strategies.
5.2.11 The Company does not offer accreditation warranties or guarantees whatsoever on behalf of learning institutions nor is it affiliated with any learning institution.
5.2.12 The Company and Company’s Associates in delivering the Service accepts no responsibility or liability whatsoever:
• for the results or consequences of any actions taken on the basis of Services rendered, information provided or not provided and/or for recommendations or referrals. No warranties, or guarantees concerning accuracy, timeliness, and completeness, express or implied, including merchantability or fitness for a particular purpose either expressed or implied, are made on the Services and/or information, and/or referrals or recommendations provided. As the nature of the Services and information rendered by the Company are prone to daily change, influences and fluctuation, the Client must exercise due diligence in carefully subjecting all information from Services to their own personal evaluation and decision-making processes. The Client is furthermore ultimately, wholly and totally responsible for their own career and study decisions and choices whether made in reliance to the information from Services or not;
• for any and all Losses; and
• for the accuracy or completeness of any Services or information provided. As the nature of the Services and information provided is subject to change, the Client must exercise due diligence in revisiting information for any updates or changes. The Company and Company’s Associates does however agree to exercise reasonable professional care when rendering career and study information and Services using the most updated information and databases at their disposal.
5.2.13 The Client agrees to fully and completely hold harmless, indemnify and release the Company and Company’s Associates, employees, directors, team members, or any party otherwise affiliated with the Company from any and all causes of action, allegations, suits, claims, damages, or demands whatsoever, in law or equity, that may arise in the past, present or future which is in any way related to the Services.
5.2.14 The Client makes use of any and all third-party, referred sources, referred organisations or institutions, referred services, websites, databases, resources links, portals or the like after having conducted personal due diligence, and satisfied themselves of the risks associated, and does so entirely at their own risk and will not hold the Company or the Company’s Associates liable for any Losses however arising and whatever the cause.
5.2.15 Any referred sources; institutions, third-party agencies, service providers, employers, organisations, websites or related Services are utilised wholly at the clients own risk and for the Clients own account. The Client agrees to fully and completely hold harmless, indemnify and release the Company and Company’s Associates, employees, directors, team members, or any party otherwise affiliated with the Company from any and all causes of action, allegations, suits, claims, damages, or demands whatsoever, in law or equity, that may arise in the past, present or future, which is in any manner related to, or as a direct or in-direct consequence of referred sources.
5.2.16 By utilising Services, the Client agrees that the Company nor its Company’s Associates make any guarantees or warranties whatsoever, whether implied or expressed, on the results, outputs or outcomes of taking any action, decision or option whether recommended or not.
5.2.17 The Company and Company’s Associates are in no way responsible or liable for Client career choices, decisions, earnings, applications, interviews, promotions, demotions, job-loss, the successes or failures of endeavours, the increase or decrease of finances or income level, and/or any other kind of result, outcome or Losses of any kind that may or may not be as a direct or indirect result of the Services. The Client is solely responsible for their personal life decisions, choices and results, which includes all career and study related decisions, and is fully liable and accountable for making any and all of their own life decisions and choices.
5.2.18 The Company does not apply to institutions, employers, funding agencies or other bodies or avenues on behalf of the Client. It is the sole responsibility of the Client to follow-through with their own enquiries and/or applications with any and all third-party agencies, service providers, state organs, institutions, employers, organisations, and related Services including those of which were referred to the Client by the Company CPD:CIO.
5.2.19 The use of any and all information and further consumption of Services by the Client is outside of the reasonable control of the Company and Company’s Associates. The Client thus agrees to hold the Company harmless and agrees that the Company will not be held liable in any manner whatsoever for how Services or Information rendered is interpreted, used, not used, implemented, monitored or evaluated by the Client.
5.2.20 Any Services, third-party sources, and information contained on the website or documentation is provided ‘as is’, with no guarantee and without warranty of any kind, express or implied on part of the Company.
5.2.21 Career and study information Services does not guarantee success. Success is dependent on several factors which are outside of the Company or Company’s Associates control and is wholly and fully within the control of the Client insofar as their responsibility for managing and making autonomous decisions related to their own life, careers and/or study options.
5.2.22 Career and/or study information provided through Services may be subject to change without notice, open to variations and fluctuations and is strictly time-sensitive.
5.2.23 Career and study information and to a larger extent all Services rendered are done so in strict reliance to the Personal Information and insight provided by the Client during sessions, such Personal Information includes but is not limited to:
• Client qualification history, academic records, profile, employment details, achievements, CV and career self-concept;
• self-exploration activities;
• online resources;
• communication, discussions, responses and feedback (written and verbal);
• self-assessment tasks and results;
• forms;
• checklists;
• questionnaires;
• local and/or international career platforms and systems; and
• results and reports.
5.2.24 The information provided during Services and on any written or digital material is strictly for educational and informational purposes only.
5.2.25 The Company and Company’s Associates in the form of the CDP:CIO serve a role to provide career and study information services to individuals and groups along with guidance to plan and manage their career paths. However, the success and outcomes from using such Services is reliant on several factors outside the control of the Company including but not limited to; the Clients own research, work, decisions, choices, effort, motivation, commitment and follow-through.
5.2.26 The Client accepts and understands that results, sessions, outcomes, Services and approaches may differ between Clients. The Client furthermore agrees that there are no guarantees as to the specific outcomes or results one can expect from using the information or products received from or through the Service.
5.2.27 The Company and Company’s Associates do not provide medical or psychological advice, diagnosis or treatment but will be responsible for referring clients to the relevant registered professional for follow-ups (where applicable and agreed to by the Client). The Client further agrees and acknowledges that the Company and Company’s Associates are not providing healthcare, medical, psychological, counselling or therapy services, or attempting to diagnose, treat, prevent or cure any physical, mental, psychological or emotional issue, disease or condition.
5.2.28 The Company and Company’s Associates do not conduct or administer standardised or psychometric assessments which test psychological constructs or for which registration as a health professional is required. Should a need for standardised testing be identified during Services, the CDP:CIO will make referrals accordingly (where applicable and agreed to with the Client).
5.2.29 By using the Service, the Client agrees to absolve the Company of any liability or for any Losses that the Client or any other person may incur from use of the information, products or materials received before, during or after session Services. The Client furthermore agrees that the Company will not be liable to the Client, or to any other individual, company or entity, for any type of damages, including direct, indirect, special, incidental, equitable or consequential loss or damages, for use of or reliance on Services.
5.2.30 The Client agrees that where the Company provides third-party information including website links or information, these may not be under the direct control of the Company, and the Company will thus not be responsible or liable in any manner for the accuracy, validity or applicability of third-party content or information provided on the Company’s website, it’s resources, or during Services.
5.2.31 The Company assumes no liability for Losses, accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or work interruptions, misapplication of information, missed deadlines, physical or mental disease or condition or any other issue, or any other type of Losses or damage due to any Service of the Company or the Company’s Associates.
5.2.32 For purposes of rendering the Services under this agreement, the Client agrees to receiving communication about the Service via videoconference call, telephone, SMS, or email using their provided details. Should these details change, the Client agrees to notify the Company to update their Personal Information records within a reasonable timeframe.
5.2.33 All Personal Information processing shall be undertaken in accordance with the POPI data protection agreement.
5.3 Client Responsibilities
5.3.1 Attend and participate actively in scheduled sessions, emanating tasks, any research, groundwork and self-exploration activities recommended by the CDP:CIO.
5.3.2 Provide clarity on general or specific career information needs and requirements for sessions or Services.
5.3.3 Take full ownership and accountability for making decisions and choices related to one’s own career, study and life including the implementation thereof along with any/all downstream and upstream processes.
5.3.4 Ask questions and seek clarity where required to maximise the value of sessions.
5.3.5 Perform due diligence, exercise care and personal decision-making processes to choose, activate, develop, manage and grow ones career.
5.3.6 Provide all necessary supporting information and forms as requested by the CDP:CIO and the Company for rendering Services under this agreement.
5.4 Company Responsibilities
5.4.1 Provide supporting information to Clients on bookings, appointments, sessions, queries and Services.
5.4.2 Uphold the professional code of ethics and conduct for Company’s Associates at all times.
5.4.3 Carry out duties with diligence, care and professionalism and maintaining all Company Associate’s professional registration status along with Continuing Professional Development opportunities.
5.4.4 Communicate and treat Clients with dignity, respect and empathy.
5.4.5 Uphold Client's basic human rights.
5.4.6 Work within the scope and designation of professional registration (CDP:CIO) and make appropriate referrals to other professionals where required.
5.4.7 Actively listen, guide and engage clients in a developmental process.
5.4.8 Keep the Client's well-being at the fore during all sessions.
5.4.9 Take feedback from Clients on Services.
5.4.10 Provide the necessary engagement and information to Clients before, during and after sessions.
5.4.11 Provide written reports, feedback, referrals and recommendations where necessary.
5.4.12 Maintain and treat Clients' Personal Information, details and records in the strictest confidence as per professional code of ethics and POPI Data Protection Consent/Agreement requirements.
5.5 Cancellations and no-shows for online sessions
5.5.1 The Client and Company agrees to provide at least one (1) days’ notice to cancel any booked session. The Company will respond to provide an alternative date/time slot to hold the session.
5.5.2 Should the client fail to notify, attend or join the appointment session within 15 minutes after the scheduled start time, the fee for the session will be for the account of the Client.
5.5.3 Should the client who is booked for an online session experience any technical difficulties, connectivity issues, device issues, loadshedding, or any other delay outside of their direct control, the Client must notify the Company or CDP:CIO responsible immediately by email or telephone. The CDP:CIO will on receipt of the notification, immediately reschedule the affected session.
5.6 On-site Career Development Information Services (Group Sessions)
5.6.1 Group session Clients have an option to host sessions online, on-site at their own arranged site or at a site arranged by the Company on behalf of the Client.
5.6.2 All on-site group sessions must be preceded by and agreed to between Client and Company using the Group Session Proposal. The Group Session Proposal prepared by the Company aims to fully communicate the process, flow and activities for the group session engagement. It furthermore contains specific details related to the on-site venue, arrangements, travel, logistics, materials, resource requirements, agenda/programme, needs and associated fees payable by the Client.
5.6.3 The Client can accept, request revisions or reject a Group Session Proposal. Only upon acceptance of the Group Session Proposal will the Company proceed with planning, performance and execution of the agreed Services and sessions.
5.6.4 In order for the Company to prepare a tailored Group Session Proposal for the Client, the Company will require further information on the intended purpose, aims and objectives for the Clients Group Session(s) which will be used to direct the total operation, fees and logistics. Further information includes but is not limited to:
• Type of session (private, public etc.);
• Purpose and nature of the group session;
• Profile or information related to targeted group member attendees;
• Information pertaining to the collective needs of group member attendees;
• Profile of the event or Client;
• Resource requirements;
• Goals for the event;
• On-site venue and logistical arrangements; and
• Client expectations and any requests for session structure and content.
5.6.5 Group session client members will agree to a group charter at the start of each session. The group charter specifies ground rules to ensure that the group session functions in an ethical and respectful manner for all members benefit.
5.6.6 Group session members who engage in any form of abusive or unethical behaviour to the CDP:CIO or other group members and/or who does not adhere to the group charter will be requested to leave the session and forgo further participation.
5.6.7 Should a Client opt to host a session on-site, the Client confirms that they will secure a suitable venue to accommodate all group members with access to parking, any equipment or resources specified.
5.6.8 The travel and associated costs for Company’s Associates when conducting services on-site will be for the Clients account.
5.6.9 Any and all costs associated with the hosting of group sessions on-site by the Company will be for the Clients account.
5.6.10 Should the Company find that a Client provided site for conducting a group session was not arranged to a reasonable standard, is hazardous or does not accommodate group members or the purpose for the session, the Company will communicate same to the Client in writing for immediate resolution. Should a resolution not be reached by the end of the booked session, the client will be liable for the full payment of the session and Services.
5.6.11 All sessions will be conducted on time as indicated on the booking and Group Session Proposal. Should a session not occur at the agreed time or date and where the delay is in no part due to the Company or Company’s Associates, the cost associated with the delay will be for the Clients account.
5.6.12 On request from the Client, the Company may arrange suitable third-party venues, equipment, resources, logistics and support services for the group session which will be for the Client’s account. However, this arrangement needs to be confirmed in writing between Client and Company through acceptance of the Group Session Proposal and accompanying Quotation for Services. The Company furthermore accepts no liability or responsibility whatsoever for third-party vendors, Losses, suppliers or service providers and the Client accepts the full risk and liability of dealing with third-party vendors or suppliers and Services.
5.6.13 The Client must communicate the final venue and logistics for any on-site group session prior to 14 working days from the group session date to enable Company logistics and travel arrangements to the Clients site.
5.6.14 Due to the fact that the Company may incur costs for travel, resources and logistics for on-site group sessions, Clients who are make use of Group sessions occurring on-site may only cancel the session prior to 14 working days from the session date. Each by providing written notice to the effect and/or by agreeing on an alternative date for the Service.
5.6.15 Should the cancellation occur after 14 days’ notice, the fee and any associated fees for the on-site Group Session incurred by the Company will be for the Clients account.
6 INTELLECTUAL PROPERTY
6.1 All rights, titles and/or interest attached to or related to Intellectual Property as belonging to the Company shall remain vested in the Company.
6.2 All rights, titles and/or interest attached to or related to Intellectual Property as belonging to the Client shall remain vested in the Client.
7 SERVICE LEVELS
7.1 The Company hereby undertakes to ensure that the level of Services rendered to the Client in terms of this Agreement shall be in accordance with item 3 of the above table and that such Services shall be performed to a reasonable and professional standard.
7.2 The Company and Company’s Associates aspire to provide professional and quality Services to Clients in line with professional designation, boundaries, requirements, duties and responsibilities. However, should the Client not be satisfied with the level of services received, the Client must notify the Company in writing within 7 working days. The Company will in response to any complaint received:
a) Acknowledge the Clients feedback in writing;
b) Investigate the cause, take remedial action where and if deemed appropriate;
c) Issue a letter addressing the complaint, re-perform the Services at no cost and/or refund the Client.
d) Log the nature of the complaint and resolution taken.
8 FEES
8.1 The Client shall, as consideration for the Services to be rendered by the Company in terms of this Agreement, effect payment to the Company of its Fees in terms of item 8 of the above table.
8.2 Clients will be invoiced for any Fees due by email and the Company requires that any Fees for Services are settled, clear and reach the Company on or before the session or date of Services being rendered.
8.3 The Company shall not be required to render Services until such time as the full Fees in respect of the invoice for the Services or session has been received from the Client.
8.4 All amounts due to the Company shall be made into the Company’s designated banking account, the details of which are set out in item 9 of the above table.
8.5 Owing to the nature of services under item 5.2.1, the Company reserves the right to change, alter or review Fees (Schedule B) and Fee structures or packages without prior notice. The Client may request an updated Fee schedule from the Company at any stage when making bookings for Services.
8.6 The Client agrees that it shall pay all of the Company’s expenses in recovering any amounts the Client owes the Company, including legal costs on the attorney and client scale, collection charges and tracing fees, and VAT thereon (if applicable).
9 TERMINATION
9.1 Either Party to this Agreement may immediately terminate the Agreement by providing written notice to this effect. The termination is however not retroactive and the Client will be responsible and liable for any Fees and Services having already been performed by the Company up to the point of termination.
9.2 In addition, either Party may immediately terminate this Agreement by giving written notice to the other Party if the other Party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other Party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other Party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
9.3 If upon termination there exist any materials furnished, or Services performed by the Company for which the Client has not paid in full, then and until such time as the Client has paid the Company in full, the Client agrees not to use any such materials, in whole or in part, or the product of such Services.
9.4 Upon termination of this Agreement, provided that there is no outstanding indebtedness then owing by the Client to the Company, the Company shall transfer, assign and/or make available to the Client, all property and materials in the Company’s possession or under its control belonging to the Client. In the circumstances outlined herein, the Client agrees to pay for all costs associated with the transfer of materials.
10 CONFIDENTIALITY
10.1 Neither Party shall, without the prior written consent of the other Party (which consent may, for the avoidance of doubt, be withheld in the unfettered discretion of the Party called upon to disclose the Confidential Information) disclose such Confidential Information to any person, and/or make use of such Confidential Information for any purposes other than in connection with the rendering of the Services.
10.2 The Party receiving the Confidential Information may disclose same to its officers, employees and subcontractors but only to the extent required for the purposes of the rendering of the Services pursuant to the provisions hereof.
10.3 The Party receiving the Confidential Information shall inform any officer, employee or subcontractor to whom it discloses such Confidential Information, that such information is confidential and shall instruct them to keep it confidential and not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of this Agreement), on the basis that the party disclosing the Confidential Information is responsible for any disclosure, in breach of this clause 11, by the person to whom it is disclosed.
10.4 Notwithstanding the provisions of this clause 11:
10.4.1 either Party may make reference to this Agreement, the Parties’ identities and a general description of the Services rendered pursuant to and in terms of this Agreement, unless such information is explicitly and specifically identified as Confidential Information on written notice by either Party to the other; and
10.4.2 either Party shall be entitled in its discretion from time to time to publish and/or to make known to members of the public, including (without limitation) its shareholding, the details of its financial performance, its financial performance forecast and the Party’s strategic planning.
11 PROHIBITION ON INTERFERENCE AND SOLICITATION
11.1 Neither Party shall knowingly, for the duration of this Agreement and for a period of one year after this Agreement terminates for any reason, furnish any information or advice to anyone else which results in any staff member or any representative and/or agent of the other Party who was involved in the implementation or execution of this Agreement to terminate his or her employment with that Party and/or any other contractual relationship and/or becoming employed by, or directly or indirectly interested in any manner in, any concern which carries on business, directly or indirectly, in competition with any part, aspect or facet of the business conducted by the other Party.
12 LIABILITY
12.1 Disclaimers and limitation of liability:
12.1.1 To the fullest extent permissible by law, the Company disclaims all warranties, any representations of fitness for purpose of any kind, whether express or implied in respect of the Services and the Client utilises the Services at its own risk.
12.1.2 The Client agrees that the Company is unable to, and is not required to, guarantee a particular result or set of commercial results.
12.1.3 The Client agrees that neither the Company nor the Company’s associates shall be liable for any Losses however arising and whatever the cause including, but not limited to, Losses arising as a result of the Client’s negligence, and/or failure to furnish the Company with adequate information it requires in order to render the Services.
12.1.4 The Client irrevocably waives any claims it may have against the Company arising out of, or related to (and agrees not to institute any proceedings in respect of), the Services or this Agreement more than 1 year after the cause of action relating to such claim or legal action arose.
13 INDEMNITY
13.1 The Client hereby indemnifies the Company and the Company’s associates from any Losses, which may arise as a result of the Client’s unlawful conduct, wilful misconduct, negligence and/or gross negligence.
14 BREACH
14.1 Subject to any other provision of this Agreement providing for the remedy of any breach of any provision hereof, should either Party (“the Offending Party”) commit a breach of any provision of this Agreement and fail to remedy such breach within 10 days of receiving written notice from the other Party (“the Aggrieved Party”) requiring the Offending Party to do so, then the Aggrieved Party shall be entitled, without prejudice to its other rights in law to -
14.1.1 terminate this Agreement, provided the breach in question is a breach going to the root of this Agreement; or
14.1.2 claim specific performance of all of the Offending Party’s obligations whether or not due for performance,
in either event, without prejudice to the Aggrieved Party’s right to claim damages.
15 DISPUTES
15.1 In the event of any dispute or difference arising between the Parties relating to or arising out of this Agreement, including the implementation, execution, interpretation, rectification, termination or cancellation of this Agreement, the chief executive officers of the Parties or any of their designated officials shall upon request by any Party meet to attempt to settle such dispute or difference, and failing settlement within a period of 7 (seven) business days from such a request, the said dispute or difference shall on demand by any Party be submitted to arbitration in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or arbitrators appointed by the Foundation.
15.2 The Parties irrevocably agree that the decision in any arbitration proceedings:
15.2.1 will be binding on all of them;
15.2.2 will forthwith be carried into effect;
15.2.3 may be made an order of any court of competent jurisdiction.
15.3 Nothing herein contained shall be deemed to prevent or prohibit either Party from applying to the appropriate court for urgent relief.
15.4 The provisions of this clause will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.
16 GOVERNING LAW AND JURISDICTION
16.1 This Agreement shall be governed in all respects by and shall be interpreted in accordance with the laws of the Republic of South Africa and the Parties hereby consent and submit to the jurisdiction of the, appropriate South Africa court in which the Company is domiciled.
17 INTERRUPTION EVENT
17.1 An Interrupted Party shall be relieved of its obligations in terms of this Agreement during the period that the Interruption Event and its consequences continue, only to the extent so prevented, and shall not be liable for any Losses which the other Party may suffer as a result.
17.2 The Interrupted Party shall notify the other Party of an Interruption Event in writing as soon as it becomes reasonably aware of the Interruption Event as such.
17.3 In the event that an Interruption Event exceeds –
17.3.1 20 (twenty) consecutive days, and in the event that alternative services and/or facilities cannot be provided by the Interrupted Party or its nominee, the Parties agree to meet and negotiate the suspension, termination or restructuring of this Agreement; or
17.3.2 3 (three) consecutive months, and in the event that alternative services and/or facilities cannot be provided by the Interrupted Party or its nominee, either Party may terminate this Agreement and shall only remain liable for performance under this Agreement which fell due immediately prior to the Interruption Event.
18 DOMICILIUM AND NOTICES
18.1 The Parties choose domicilium citandi et executandi ("domicilium") for all purposes arising from or pursuant to this Agreement:
18.1.1 In respect of the Client, the address and contact details set out in item 2 of the above table; and
18.1.2 In respect of the Company, as per item 1 of the above table.
18.2 Any Party hereto shall be entitled to change its domicilium from time to time, provided that any new domicilium selected by it shall be an address other than a box number, and shall be in the Republic of South Africa, and any such change shall only be effective upon receipt of notice in writing by the other Party of such change.
18.3 All notices, demands, communications or payments intended for any Party shall be made or given at such Party's domicilium for the time being.
18.4 A notice sent by one Party to another Party shall be deemed to be received:
18.4.1 on the same day, if delivered by hand;
18.4.2 one day after transmission if sent by email;
18.4.3 on the third day after despatch, if sent by prepaid courier.
18.5 If any notice is sent by email, the provisions of the Electronic Communications and Transactions Act 25 of 2002 governing receipt of data messages, shall apply.
18.6 Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.
19 MISCELLANEOUS
19.1 Each Party hereto acknowledges that it has been free to secure independent legal advice as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent legal advice or dispensed with the necessity of doing so. Further, each Party hereto acknowledges that all of the provisions of this Agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are part of the overall intention of the Parties in connection with this Agreement.
19.2 The Client shall not be permitted to cede, assign or otherwise transfer any or all of its rights, interests or obligations under and/or in terms of this Agreement without the prior written consent of the Company. The Company may cede, assign or otherwise transfer any or all of its rights, interests or obligations under and/or in terms of this Agreement without the written consent of the Client.
19.3 This Agreement constitutes the whole agreement between the Parties as to the subject matter hereof and no agreement, representations or warranties between the Parties, other than those set out herein, are binding on the Parties.
19.4 No addition to, variation or consensual cancellation or novation of this Agreement and no waiver of any right arising from this Agreement, or its breach or termination, shall be of any force or effect unless reduced to writing and signed by the Parties or their duly authorized representatives.
19.5 For the avoidance of doubt, data messages as defined in the Electronic Communications and Transactions Act No.25 of 2002 shall not constitute “writing” for purposes of this clause, whether such data message includes an electronic signature or not.
19.6 No latitude, extension of time or other indulgence, which may be given or allowed by a Party to another in respect of the performance of any obligation hereunder or enforcement of any right arising from this Agreement and no single or partial exercise of any right by any Party shall, under any circumstances, be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.
19.7 Each undertaking, covenant and agreement in each clause and sub-clause of this Agreement is separate and severable, and in the event that any undertaking, covenant, agreement or other provision contained herein shall be determined to be void or unenforceable or illegal in whole or in part for any reason whatsoever, such invalidity, unenforceability or illegality shall not affect the remaining undertakings, covenants, agreements and provisions hereof which shall remain of full force and effect and binding on all Parties hereto.
19.8 This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
The Client, who warrants that he/she is duly authorised, hereby agrees to the Career Services Agreement and provides consent hereto by checking the tick box and clicking submit.
'Schedule B'
Fees
Fees are subject to change without prior notice. Please contact info@occupationalinsight.co.za to request updated information on Fees and/or a welcome guide for Fees information