Terms of Service

1.1 The Service Provider and the Client have reached an agreement whereas:

• i) The Client appointed the Service Provider to represent the Client, in matters relating to the Human Resources and / or Industrial Relations of the Client in the capacity of advisor, representative, consultant or other, and;
• ii) The Service Provider wishes to accept such appointment as mentioned in the above clause 1.1 i); and
• iii) The terms and conditions contained herein would govern their relationship.

2.1 The Client by signature to the Service Providers engagement document have accepted the terms and conditions contained herein.

2.2 If any term herein conflicts with any existing or future law or any part of legislation, such law / legislation shall be binding in respect of the said term only and all other terms herein shall remain valid and binding.

2.3 The date of signature to the engagement letter would be the confirmed date for service commencement.

2.4 The Service Provider shall be responsible to render the services as reflected in Annexure “A” at the election of the client.

2.5 The Client expects of the Service Provider to render the required service as reflected in Annexure “A” at the premises of the Client as and when possible, but with due understanding that certain aspects of the service may be rendered from other remote locations. It is specifically noted that if the Service Provider enters the premises of the Client he / she will be required to comply with the rules of the said entity always.

3.1 The Client will remunerate the Service Provider for services rendered, within seven (7) calendar days from date and / or service of invoice and report indicating services rendered, subject to the Service Provider having served, by mail or electronic mail, the tax invoice and required report, on the Client.

3.2 The month end, for reasons related to invoicing, would be on the twentieth (20th) calendar day of every month, or if such a day is a public holiday, Saturday or Sunday, the month end in respect of that month would be on the last working day before such Saturday, Sunday or Public Holiday.

3.3 The fee(s) the Service Provider may invoice to the Client is as follows:

• a.) A once-off HR Audit fee as per the engagement document to be paid in respect of review, amendment and drafting of employment agreements, policies and other employment operational documents, in advance.
• b.) A Monthly Retainer Fee, payable in advance, in respect of each retainer service category selected by the Client at engagement, or added thereafter in writing, from the following: Human Resources (“HR”), Industrial Relations (“IR”), combined Human Resources and Industrial Relations (“HR & IR”), Biometric Clock-In / Time and Attendance, Payroll, Workmen’s Compensation Assessment and Unemployment Insurance Fund administration (“WCA & UIF”), Employment Equity (“EE”), and Skills Development. The rate applicable to each selected retainer service shall be determined by the Client’s total number of employees as at the date of selection, in accordance with the Schedule of Retainer Fees set out in Annexure “B”, and such rate may be varied and / or amended by affording the other party one (1) calendar months notice. Failure to make payment, at the election of the Consultants, may result in suspension of service until reinstatement, or cancellation of this agreement, safe to state that the termination clauses herein would apply.
• c.) A fixed rate of R1 250 (VAT Excl) per hour for services rendered (broken into fifteen (15) minute segments), for “ad hoc” services. Ad hoc fees under this clause shall apply only where the Client does not hold an active Monthly Retainer for the relevant service category under clause 3.3.2, or where the work falls outside the ordinary scope of an active retainer as set out in Annexure “A” or is otherwise not specifically mentioned herein.
• d.) A fee for travelling expenses calculated at the Automobile Association of South Africa’s rate from time to time, (currently R4,95 p/km) as well as any reasonable toll fees, for which copies of invoices or other reasonable proof for such other reasonable expenses incurred may be requested. This fee would be applicable for any travelling done in execution of the Service Providers duties in terms of this agreement, for the duration of the agreement, and would include travelling from the office of the Service Provider to the Client for any meeting to be held in the execution of the Service Providers duties.
• e.) Fixed fees in respect of “Ad Hoc Services” to be rendered from time to time on reporting and other matters alike.
• f.) Training to be conducted at a rate as agreed to from time to time depending on the service providers obtained for such training.
• g.) When the need arises for recruitment services, a fee of twelve percent (12%) of the annual cost to company salary of the successful candidate subject to the Service Provider given the instruction two (2) weeks prior to other service providers for recruitment, and if not the general fifteen percent (15%) of the annual Cost to Company package of the successful candidate would apply.
• h.) The twelve percent (12%) fee would also be billed over a three (3) month period, payable within seven days from date and service of invoice.
• i.) The twelve percent (12%) fee would only be applicable should the Employee’s payments in terms of clause 3.3a.) be up to date for a period of three (3) consecutive months at the time of the recruitment instruction. Please see recruitment terms herein for further advice and information.
• j.) A fee for any other reasonable expenses to enable the successful execution of the Service Providers duties. Any reasonable expense as defined in this clause would have to be accompanied with written approval obtained from the Client, whether such approval is in the form of Electronic Mail, Mail, Facsimile or hand delivered.

3.4 The Client will not deduct any statutory fees from the payment made to the Service Provider as the Service Provider is responsible for its own taxation and indemnifies the Client from any claim of whatsoever nature relating to the payment of taxes from the Client, on behalf of the Service Provider to the South African Revenue Services.

3.5 The fees of the service provider will levy and invoice to the client in respect of services will be increased by CPIX +2% each year effective 01 March.

3.6 All fees prescribed herein are Exclusive of Value Added Tax and this need to be added to the amounts specified herein.

5.1 The service provider shall, on a short-term basis:

5.2 Render services which include the review, amendment, and/or drafting of an Employment Equity Plan and the implementation thereof, including but not limited to the preparation of EEA12, EE13, and EEA20 documentation.

5.3 Advise the client on workplace policies and practices relevant to Employment Equity compliance.

5.4 Assist with the selection and appointment of the Employment Equity Committee and provide “in-house” training to its members.

5.5 Draft and implement the required policies for the proper functioning of the Employment Equity Committee.

5.6 Assist the client in identifying barriers to Employment Equity compliance and provide guidance on the requirements to be met.

5.7 The service provider shall, on a long-term basis:

5.8 Provide an overview, assistance, and facilitation of Employment Equity Committee meetings.

5.9 Prepare and draft the minutes of the Employment Equity Committee meetings.

5.10 Assist the client with compliance, monitoring, and achievement of its Employment Equity Plan.

5.11 Assist the client with the preparation and submission of EEA2 and EEA4 reports.

5.12 Render general advice and assistance in relation to Employment Equity, as reasonably required by the client.

6.1 Payroll would be rendered at the rate prescribed in the registration form, safe to state annual increases, or alternatively included in a fixed monthly fee for each employee, as defined in clause 3.3, payable monthly in arrears, within seven (7) days from invoice.

6.2 The client is responsible to ensure that the service provider receives the necessary payroll information via electronic mail and in electronic format (not PDF) at least five (5) days in advance for capturing and uploading of the payroll system.

6.3 The payroll system and information thereon would remain the property of the Consultants, and the Consultants may elect which ever format and / or software available to conduct its payroll from.

6.4 The service provider would supply to the client payslips electronically on the date that the payroll system runs and the client remains liable to print and hand out the payslips to individual staff members.

6.5 The Client would receive a payroll summary prior the submission of an EFT file which need to be approved electronically (email confirmation) which would enable the release of the EFT file and payslips.

6.6 The client remains responsible to ensure that the financial institution upload system is adjusted according to the file sent from the consultants.

6.7 Monthly, on or before the fifth calendar day of a month the consultants would supply to the client a compliance file in respect of returns payable such as UIF, PAYE.

6.8 The client remains responsible for the submissions of its EMP201, EMP501 and other statutory submissions.

7.1 The Service Provider and Client acknowledges that during the engagement they will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Service Provider / Client and used by them about the operation of their business including, without limitation, the Client / Service Providers’ business and product processes, methods, accounts and procedures.

7.2 The Service Provider / Client agrees that they will not disclose any of the aforesaid to third parties, directly or indirectly, either during the term of this Agreement or at any time thereafter.

7.3 It is however explicitly agreed between the parties that both parties may disclose the content of the services rendered, and the terms of this agreement to any third party in either enforcement of this agreement or to the extent of execution of the services. The party disclosing the information may be requested by the other party to provide reasons for disclosing the content of this agreement for execution of this agreement and / or services.

8.1 It is required that the Service Provider is granted access or at its election served with documentation, information, processes, timesheets or other as advised from time to time, without which it would not be possible for the service provider to render the required services.

8.2 The Client remains responsible for ensuring that instructions reaches the service provider for submission of reports, payroll related queries, workmen compensation fund queries or returns, or any other matter that may be associated with a deadline.

8.3 In the event, and only if the Service Provider elects, it may request information from the client on or before specific dates or events to enable the service provider to render its required service, and failure to submit such information, or in the event of a failure to instruct the service provider to render a specific service, the Service provider would not accept any responsibility for any claim of damages and / or losses whatsoever suffered by the client.

8.4 The service provider and client may agree on specific rules regulating the timeframe of delivery of specific information, documentation, processes or other from time to time to give effect to requirement of service.

9.1 The Service Provider is expressly free to perform / render services to and / or on behalf of other parties while performing services for the Client.

9.2 The Client agrees that only the Consultants, and no other entity / person, whether legal or natural, will render any service that the Consultants render in terms of this agreement.

10.1 This agreement is valid for a period of twelve (12) months from the engagement date.

10.2 This agreement may be terminated by either party, in writing, by affording the other party at least two (2) calendar months written notice and served on the other party by hand delivery, electronic mail, facsimile or postage.

10.3 The parties may agree on a shorter period of notice, in writing, if the need arises.

10.4 The parties agree that in the event of clause 8.2 being affected the reason for termination need not be addressed.

10.5 In the event of clause 8.2, the Service Provider will serve on the Client a final invoice for payment and said payment will be paid within seven (7) calendar days from the date of invoice.

10.6 Should this agreement enter month ten (10) of the period referred to in clause 8.1, it would automatically be expected between the parties that this agreement would continue for an additional twelve (12) month period from the anniversary date.

11.1 The Client unconditionally indemnifies the Service Provider from any claims of any nature, and waives any right to claim any damages and / or losses from the Service Provider, its Directors, Shareholders, Employees’, associates or other.

11.2 The Service Provider is not attorneys, nor does it portray to be any legal practice, and is also in no means a financial broker or other. The service provider is considered a human resources consulting business

The Client shall not assign any of its rights under this Agreement, or delegate the performance of any of its duties hereunder, without the prior written consent of the Service Provider. The Service Provider may however assign, delegate and distribute its responsibility herein between its subsidiaries and other entities associated and / or linked to the Service Provider.

The client undertakes not to offer employment, or arrange such employment, or to affect any conflict between the Service Provider and its staff, and to under no circumstance solicit the custom or good will of any employee, associate, contractor, supplier or other of the Service Provider, without the prior written consent of the Service Provider, whereas such person / entity be required to perform services of any nature, outside the terms of this agreement, for goodness or in kind.

No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

This document and any Annexure or Schedule attached constitute the entire understanding and agreement of the parties, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.