Who we are

Our website address is: http://www.changeagility.co.za.

General Terms and Conditions

These General Terms and Conditions shall apply to all services proposed or provided by Change Agility, which are delivered entirely or partially to the Client.

DEFINITIONS

In these General Terms and Conditions, the following definitions are applicable:

• “Client” means the organisation or company with whom the Contract is entered into;
• “Confidential Information” means any information related to the Engagement disclosed by the Client to Change Agility and by Change Agility to the Client, respectively, either directly or indirectly. Confidential Information may include, by way of example but without limitation, products, specifications, formulae, equipment, formulas, models, employee interviews, records, quality monitoring schemes/programs, training materials, business strategies, customer lists, know-how, drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client and Change Agility, respectively;
• “Client” means; The user of these Terms and Conditions;
• “Contract” means the contract between the Client and Change Agility which defines the scope of the Engagement and the services to be rendered by Change Agility, as well as the fee schedule for said services. More specifically, the Contract shall consist of the Purchase Order, these Terms and Conditions and any other documents (or parts thereof) specified in the Purchase Order;
• “the Engagement” means any agreement, in whatever form, reached between Change Agility and the Client pursuant to which Change Agility agrees to render services to the Client in exchange for a fee plus costs;
• “Force Majeure” means any cause beyond the reasonable control of the affected party, including, but not limited to, any act of God, war, riots, acts of the public enemy, fires, strikes, labour disputes, accidents, or any act in consequence of compliance with any order of any government or governmental authority;
• “Project” means the services to be provided by Change Agility to the Client as specified in the Purchase Order;
• “Purchase Order” means the document (i) setting out the services to be provided by Change Agility to the Client and (ii) listing any documents and the like to be provided by the Client to Change Agility such that Change Agility may perform the Project
• “SLA” means any Service Level Agreement entered into by and between Change Agility and the Client. Any such SLA bears reference to these terms and conditions.
• “Scope of Work” – means the narrative description of a project’s work requirement. It defines project-specific activities, deliverables and timelines for the services provided by Change Agility to the client.
• “Subcontractor” means either an affiliate or subsidiary of Change Agility, or an independent contractor, respectively, which is qualified to perform the applicable services as contemplated by the Engagement and the Contract, and has been contracted by Change Agility accordingly, as evidenced by an agreement in writing.

GENERAL

• These General Terms and Conditions govern the provision of all services from or on behalf of Change Agility to the Client and apply to all legal relationships between Change Agility and the Client.
• These General Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Client and any other terms and conditions submitted by the Client. Failure of Change Agility to object to terms and conditions set by the Client shall in no event be construed as an acceptance of any terms and conditions of the Client. Neither Change Agility’s commencement of performance nor Change Agility’s delivery of services shall be deemed or constituted as acceptance of any of the Client’s terms and conditions. Any communication or conduct of the Client which confirms an agreement for the provision of services by Change Agility, as well as acceptance by the Client of any provision of services from Change Agility shall constitute an unqualified acceptance by the Client of these General Terms and Conditions.
• By contracting on the basis of these General Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and Change Agility, even if this is not expressly stated.

PERFORMANCE OF THE PROJECT

• Change Agility shall determine the manner in which and the person by whom the Engagement will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.
• The Change Agility shall complete the Project with reasonable skill, care and diligence in accordance with the Contract.
• The Client hereby accepts that the time schedule allocated for the performance of an Engagement may be subject to change in case of an amendment to the Engagement and/or the services to be provided thereunder after the conclusion of the Engagement.
• In case of any change of circumstances under which the Engagement is to be performed which cannot be attributed to Change Agility, Change Agility may make any such amendments to the Engagement as it deems necessary to adhere to the agreed quality standard and specifications. Any costs arising from or related to this change of circumstances will be fully borne by the client.
• Change Agility may, at its discretion and, where possible, in consultation with the Client, replace the person or persons charged with performing the Engagement, if and in so far as Change Agility believes that such replacement would benefit the performance of the Engagement.
• Change Agility shall provide the Client with such reports of his work on the Project at such intervals and in such form as the Client may from time to time require. The Client has the right to notify Change Agility that it wishes to modify its requirements in relation to the Project. Such modifications shall not enter into effect until the parties have agreed on the consequences thereof such as the Contract fee and the completion date of the Project.

SUBCONTRACTORS

• Change Agility shall be free to involve Subcontractors, availing of specific expertise, in the performance of the Project, provided that Change Agility shall have these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to Change Agility. If requested by the Client, Change Agility shall identify these Subcontractors, specifying in each case their specific expertise.

CLIENT’S OBLIGATION

• The Client shall at all times duly make available to Change Agility all information and documents that Change Agility deems necessary to be able to carry out the Engagement correctly, in the specified form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the Engagement.
• The Client guarantees that Change Agility’s employees can at all times work under safe conditions, in accordance with the relevant health and safety regulations and environmental rules, and shall indemnify and hold harmless Change Agility against all loss, expense or damage arising from or relating to this guaranty by the Client.
• The Client shall duly inform Change Agility of any facts and circumstances that may be relevant in connection with the execution of the Engagement.
• Furthermore, the Client shall guarantee the correctness, completeness and reliability of any information provided to Change Agility.

FEES AND EXPENSES

• The Client shall pay to Change Agility fees at the rate specified in the Purchase Order and/or SLA Fees.
• Unless otherwise stated in the Contract, Change Agility shall be entitled to be reimbursed by the Client for all travelling and lodging expenses reasonably and properly incurred by him in the performance of his duties hereunder subject to production of such evidence thereof as the Client may reasonably require.
• Unless otherwise stated in the Contract, payment will be made within thirty (30) days of receipt of an invoice, submitted monthly in arrears, for work completed. Payment shall be into the bank account mentioned in the invoice.
• Value Added Tax, where applicable, shall be shown separately on all invoices.
• Any extra costs arising from or related to any delays in the completion of the Engagement stemming from the failure of the Client to duly make available to Change Agility the requested information and documentation shall be fully borne by the Client.

INTELLECTUAL PROPERTY

• All results generated by Change Agility in the Project, including reports, other documents and materials, shall become the property of the Client. Change Agility shall provide all reasonable assistance such that the Client may apply for patents, copyrights and other intellectual property rights in respect of these results.

CONFIDENTIALITY

• Change Agility shall keep secret and not disclose and shall procure that his employees keep secret and not disclose any Confidential Information obtained by him during the performance of the Project. The foregoing shall not apply to information which;
• is or becomes part of the public domain without fault on the part of Change Agility;
• was already known by Change Agility, other than under an obligation of confidentiality, at the time of disclosure by the Client;
• is lawfully acquired by Change Agility from a third party on a non-confidential basis; or
• Change Agility is required to disclose pursuant to any law, lawful governmental, quasi-governmental or judicial order.
• Except with the prior written permission of Change Agility, the Client shall not publish or otherwise make available the contents of proposals, reports, presentations, memos, or other communications by Change Agility, unless these have been provided with the intention of providing third parties with the information set out therein. Furthermore, the Client shall not disclose any of Change Agility’s methods and work strategies without Change Agility’s written permission.
• The provisions of this Article 8 shall apply during the term of the Contract and for a period of five (5) years thereafter.

WARRANTIES, LIABILITY AND INDEMNIFICATION

• Change Agility, and any person put forward by Change Agility to perform the Project, shall not be liable if the services provided or the results generated by him in the Project are not absolutely correct, nor does Change Agility, or any person put forward by Change Agility to perform the Project, warrant, either expressed or implied, that the performance by him of the Project will not infringe upon intellectual property rights of any third party.
• Change Agility, nor any person put forward by Change Agility to perform the Project, shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the use of the Project results by the Client, except to the extent that the same can be shown to be due to gross negligence or wilful misconduct on the part of Change Agility or his employees. The Client shall indemnify Change Agility accordingly.
• The Client shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by Change Agility, its employees or third parties, related to the performance by Change Agility of the Project, except to the extent that the same can be shown to be due to gross negligence or wilful misconduct on the part of the Client or its employees. Change Agility shall indemnify the Client accordingly.
• Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, Change Agility’s liability shall in aggregate not exceed the price for the Project. In any event, neither party shall be liable to the other party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.

TERM AND TERMINATION

• Any times or dates set forth in the Contract for provision or completion by Change Agility of the services under the Project are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Engagement may change during the course of said performance. In no event shall Change Agility be liable for any delay in providing these services.
• Either party may terminate the Contract by notice in writing forthwith in the event the other party:
• is in default with respect to any material term or condition to be undertaken by it in accordance with the Engagement and/or the provisions of the Contract, and such default continues un-remedied for a period of thirty (30) days after written notice thereof by the aggrieved party to the defaulting party;
• is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or
• shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed for that party (and is not dismissed within sixty (60) days after appointment).
• If the Client issues a termination notice, the Client shall be obliged to pay Change Agility compensation equal to the agreed fees apportioned to the services already rendered by Change Agility, plus any additional costs incurred by the Change Agility as a result of said early.
• In case Change Agility cannot be reasonably expected to complete the works due to unforeseen circumstances, Change Agility may unilaterally terminate the Contract and the Engagement. The Client shall be liable for payment of an amount corresponding to the fees due for services already performed, while being entitled to receive the (preliminary) results of the services already performed, without the Client being entitled to derive any rights therefrom.

INDEPENDENCY

• Change Agility shall perform the Contract as an independent contractor and shall not be the servant or agent of the Client.

GOVERNING LAW AND JURISDICTION

• All disputes which cannot be settled amicably shall be dealt with in terms of the main agreement that created the relationship between Change Agility and the client.
• The Contract is governed by and interpreted in accordance with the laws of The Republic of South Africa.