AGREEMENT. In this Agreement, the party who is contracting to receive the services shall be referred to as the “Client” and the party who will be providing the services shall be referred to as “ProType”. For the avoidance of doubt, if the Client provides ProType with work and/or instructions enabling ProType to carry out the Services, the terms and conditions contained within this Agreement will bind both the Client and ProType.
DESCRIPTION OF SERVICES. ProType will provide the services as set out in verbal or written communication (collectively, the “Services”): The Services must be supplied:
To the best of ProType’ ability and knowledge.
In accordance with reasonable technical directions given by the Client to ProType.
In compliance with all applicable standards, awards, laws and regulations.
PAYMENT FOR SERVICES. In consideration of the provision of the Services, the Client will pay compensation to ProType for the Services based on the rate agreed upon, within fifteen (15) days of receipt of an invoice.
CREDIT TERMS. For regular ongoing monthly Clients, credit terms are available upon request.
LATE PAYMENT. An administration charge of R100 will be added to the outstanding balance on the day after payment falls due plus a fee of R25 will also be added for every chaser letter sent after the payment falls due.
NON-PAYMENT. As well as incurring administration charges at Point 5, we understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed terms under this Agreement.
PAYPAL PAYMENTS. ProType makes available the option to pay by credit or debit card through Paypal. If Clients wish to make use of this service then a charge of 5% should be added to the invoice total.
PAYMENT GUARANTEE. The Client guarantees to ProType the due and punctual payment of any sum payable by the Client to ProType. Preferred method of payment is by direct deposit into the bank account. However, payment may also be made by personal or company cheque or by credit or debit card through Paypal.
TERM/TERMINATION. This Agreement comes into force when the Client provides work to ProType and remains in force for as long as the Client provides work to ProType. For the avoidance of doubt, this Agreement may be terminated by either party without notice at any time for any reason by informing the other party of the decision. Upon termination of services by either party, all work completed by ProType on behalf of the Client will be payable by the Client under the agreed payment terms.
RELATIONSHIP OF PARTIES. It is understood by the parties that ProType is and shall remain an independent contractor with respect to the Client and not an employee of the Client and cannot bind the Client. The Client will not provide fringe benefits, including health benefits, superannuation, paid vacation, or any other employee benefit, for the benefit of ProType. ProType and the Client agree to the following rights consistent with an independent contractor status:
ProType has the right to perform services for others during the term of this Agreement.
ProType has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.
ProType has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.
ProType or ProType’s employees or subcontractors shall perform the services required by this Agreement, the Client shall not hire, supervise or pay any assistants to help ProType.
Neither ProType nor ProType’s employees or subcontractors shall receive any training from the Client in the skills necessary to perform the services required by this Agreement.
The Client shall not require ProType or ProType’s employees or subcontractors to devote full time to performing the services required by this Agreement.
SERVICE WAIVER. The Client hereby agrees that all materials furnished to ProType are owned by the Client, or that the Client has permission from the rightful owner to use such materials, and will hold harmless, protect, and defend ProType from any claim or suit which may arise from the use of such materials.
PRODUCT OWNERSHIP. ProType presently assigns to the Client all existing and future intellectual property rights in all inventions, models, designs, drawings, plans, reports, proposals and other materials (collectively the “Work Product”) created or generated in whole or in part by ProType in connection with the performance of ProType’s obligations under this Agreement (whether alone or with the Client, its other employees or contractors) for use by the Client. Upon request, ProType shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product.
CONFIDENTIALITY. ProType will not at any time disclose to any third party any information that is identified as confidential by the Client. ProType will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. This clause shall be binding on any employees, agents or subcontractors of ProType.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and supersedes any and all previous representations, warranties, undertakings, and agreements.
ASSIGNMENT. Either ProType or the Client may assign its rights and may delegate its duties under this Agreement.
NO PARTNERSHIP. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other’s behalf.
DELIVERY. The parties may agree on a timetable for delivery of the Services, which also forms part of this Agreement. Delivery preferences consist of email and standard post. There will be no charge for email. However, standard postal charges, non-standard postal charges, i.e. courier or express delivery charges will be passed to the Client.
FORCE MAJEURE. ProType shall not be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity, broadband or telephone service.
RESPONSIBILITY. ProType strives to provide error-free work. Typographical errors or mistakes which are clearly the fault of ProType will be corrected at no charge. Client revisions will be charged. Final proofreading is the responsibility of the Client. ProType is not responsible for any loss due to clerical errors on our part missed by the Client.
ProType assumes no responsibility for consequences resulting from the provision of information and services, including, but not limited to, errors or omissions.
All information provided is intended solely to provide general guidance on matters of interest for the personal use of the Client, who accepts full responsibility for its use. It is provided with no guarantee of completeness, accuracy or timeliness, and without warranty of any kind.
Information provided does not constitute legal, accounting, tax or consulting advice.