Terms of Service

We appreciate the opportunity to provide our services to you and are committed to providing you with high quality, ethical and efficient professional services.

We believe it is vital that we understand our obligations to each other and so these Standard Terms of Service contain the terms and conditions upon which Zifundise Training and Consulting CC (“Zifundise”) will provide you with our services.

1. Scope of work

1.1.     Generally, Zifundise performs the following services:
1.2.     Implementing strategic change processes;
1.3.     Facilitating training and learning;
1.4.     Building synergy through creating effective  teams;
1.5.     Providing Support through Coaching and Mentoring;
1.6.     Providing Services and Solutions Human Resources;
1.7.     Providing a digital platform for Online Solutions, including online assessments and training.
2. Our fees

2.1.     The fees charged by Zifundise are in accordance with any quotes, correspondence or service schedules provided to you and referencing these standard terms of service.
2.2.     If an overall amount has been quoted, this is may be based on an estimate of the time to be taken to complete the work in question. Zifundise reserves the right to charge further amounts where this estimate is inaccurate but will inform you before doing so.
2.3.     Unless otherwise agreed, our fees exclude disbursements such as travelling expenses, statutory charges, copying and courier costs.
2.4.     Zifundise reserves the right to issue invoices on a monthly basis according to the work done in that month, which means that any such invoice will not necessarily be our final invoice.
2.5.     All invoices are payable within 7 days of presentation. Zifundise may charge interest, on a monthly basis and at the maximum rate allowed by law, on all invoices that remain unpaid in full after 30 days from the date of the invoice.
2.6.     Zifundise may suspend provision of the services until all amounts due are paid in full.
3. General terms

3.1.     Where providing our services requires information from, or the co-operation of, your officials and employees, you undertake to use your best efforts to ensure that your directors, management, officials and employees are available when required and that they provide the necessary information and co-operation on a timely basis. Where the information relates to third parties such as your employees, customers and/or suppliers, you warrant that you have obtained the necessary consents from the third party and indemnify Zifundise against any claims that may be instituted as a result of the failure to do so.
3.2.     The services are dependent on information supplied by you. Zifundise may assume that all the data and information provided by you is accurate, reliable and complete. Zifundise will not be liable to you or to any third party for any damages suffered as a result of any information that is incorrect and/or incomplete. You agree to indemnify Zifundise against any claims or expenses relating thereto.
3.3.     You hereby consent to Zifundise subcontracting the services, provided that such subcontract will be subject to the same terms and conditions as these Standard Terms of Service and that Zifundise shall remain liable for the obligations of its subcontractors.
4. Intellectual property

4.1.     Zifundise retains intellectual property rights to all its materials and working papers, which includes (but is not limited to) methodologies, know-how, trade secrets, software and tools used, provided and/or developed by Zifundise in providing and delivering the services.
4.2.     Except for cases where a licence is expressly granted by Zifundise, or where otherwise agreed in writing, you will not acquire any rights or interest in such property. However, any intellectual property and proprietary rights in material provided by you for performing the services shall remain your property.
5. Confidentiality

5.1.     Zifundise will keep confidential all information obtained from you and will not disclose such information, except:
5.1.1.     Information in respect of which you provided consent to the disclosure in writing;
5.1.2.     Information that has been or which is made public otherwise than through a breach of these terms;
5.1.3.     Information that has been independently obtained by Zifundise other than from you, including information already in the possession of Zifundise before being disclosed by you;
5.1.4.     To the extent required by our obligation to report certain matters in accordance with our regulatory and professional obligations; and
5.1.5.     To the extent any disclosure is required to satisfy the order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time.
5.2.     You agree to keep confidential any methodologies, technology, knowhow, trade secrets, software and tools used, provided and/or developed by Zifundise in providing and delivering the services, as well as any information provided and/or developed by Zifundise in relation to the services.
5.3.     Zifundise will, however, have the right to use your name and a description of the services as a reference in seeking to provide services to other parties, unless you expressly forbid this.
6. Use of reports and other deliverables

6.1.     Any advice, report, certificate, schedule or other deliverable arising from or in connection with the services will be for the sole use of the party or parties to whom it is addressed and may be relied upon only by that party or parties and used solely for the purpose/s for which it was prepared. No person other than the party or parties to whom it is addressed shall be entitled to place any reliance thereon for any purpose whatsoever.
6.2. Any such advice, report, certificate, schedule or other deliverable is based on your particular facts and circumstances at a particular point in time and on any applicable prevailing rules and regulations in force. Consequently, such advice, report, certificate, schedule or other deliverable may well not be relevant to another party or to you at a different time and/or under different circumstances.
6.3.     Copies, in whole or in part of the advice, report, certificate, schedule or other deliverable or extracts therefrom may not be made available to any other party without our prior express written consent, which may be given or withheld at our discretion.
6.4.     Only the final signed report, certificate, schedule or other deliverable should be relied and acted upon. Oral communications and draft reports/certificates/other documents must be regarded as preliminary and intended only for discussion purposes.
7. Limitation of liability

7.1.     In the event that there are problems with the services that have been provided, the maximum liability of Zifundise, its partners, employees, and agents in respect of any and all claims which may arise in respect of the services shall be limited to two times the fees charged for these services individually. This maximum liability shall be an aggregate liability for all claims howsoever arising, whether by contract, delict, negligence or otherwise. This limitation will not apply where Zifundise is guilty of wilful misconduct or gross negligence.
7.2.     Neither of us will be liable for any indirect or consequential damages or amounts for loss of income, profits, or savings arising out the services.
8. Termination and breach

8.1.     Either of us may terminate our agreement by giving the other 30 days’ notice in writing.
8.2.     You will be responsible for all fees and disbursements up to the date of termination. We may withhold your file and any report and/or advice until all outstanding amounts have been paid in full.
8.3.     Zifundise will be able to terminate the agreement with you in the event of changes to laws, regulations, or the shareholding/group structure that would render such services illegal or in conflict with independence or professional rules.
8.4.     If either of us commits a breach of any of these terms, and remains in default for a period of seven (7) days after receipt of written notice from the other party calling for such breach to be remedied, then, without prejudice to any other rights it may have hereunder or in law, that other party may terminate this agreement by written notice to that effect given to the defaulting party.
9. Miscellaneous

9.1.     The services and any related matters are governed by South African law and any claims will be subject to the exclusive jurisdiction of the courts in South Africa.
9.2.     These Standard Terms of Service constitute the entire agreement between Zifundise and you and supersede any previous oral and/or written representations, if any.
9.3.     A waiver or variation of any individual requirements of the standard terms shall not result in a variation of any other terms or in the cancellation of the entire agreement or of the standard terms. Waivers or variations or cancellations will only be of effect if reduced to writing and signed by both parties.