TERMS AND CONDITIONS OF ACCOUNT PAYMENT
The following charges are excluded from the fixed fee agreement and treated as ad-hoc costs as they are incurred:
• Xero Accounting Software Subscription
• IRP5 Certificates – R80 per certificate
• SARS Tax Clearance Certificates (SARS) – R950 excluding Travel Costs
• Letter of Good Standing (Dept of Labour) – R650
• CIPC annual return charged at the relevant rate imposed by CIPC at that time
• Travel is reimbursed at R4.50 p/km
• Annual audit / Compilation / Independent review dependent on Public Interest Score
• Any special instructions falling outside the normal scope of this agreement
- Invoices are payable within 7 days from date of invoice.
- The account shall be suspended after 14 days of non-payment and no further duties will be performed until the account is settled in full.
- A late payment penalty of R500 will be added for each debit order returned as unpaid.
- Interest calculated at 3% on the outstanding balance will be charged on any amount not settled within 7 (seven) days of the date of the relevant invoice.
- If payment has not been received within 30 days from date of the invoice the account will be handed over to
- Louw Attorneys Inc. for collection.
- Kindly note that all collection fees will be for your account
*These terms and conditions constitute the whole agreement between the parties and no amendment to any terms or conditions of this agreement will be valid and binding on the parties unless the same is reduced to writing and signed by both parties.
*No indulgence and/or relaxation of these terms and conditions and no indulgence and/or relaxation which Out The Blocks (Pty) Ltd may grant to the Client will, in any way operate as an estoppel against Out The Blocks (Pty) Ltd or be deemed to be a waiver of its rights, or in any other way limit, alter, or prejudice those rights.
*Please note that, in the case of management accounts being late and/or non-existing and such is a result of Out The Blocks (Pty) Ltd not receiving the data on time as requested and/ or not receiving requested data, no refund or credit notes will be issued.
*The Annual Financial Statements Compilation is included herein provided that the retainer is in effect for the full 12 months prior to the specific financial year end. If not, the ad-hoc fee payable will be calculated on the total months not included in the retainer.
*Issue of BEE Level 4 EME Certificate (Kindly note that at the time of this proposal the BEE threshold to qualify for this level is less than R5 million turnover in a year). New BEE codes were introduced on the 1 May 2016 and will have a bearing on the manner in which your accreditation is dealt with.
CIPC ANNUAL RETURN
I, director of the before-mentioned mentioned entity, hereby give permission to Out The Blocks (Pty) Ltd to complete and submit the mandatory Annual Return to the Companies and Intellectual Property Commission (CIPC), on my behalf.
This document will stay in effect until such time when written cancellation is given to Out The Blocks (Pty) Ltd, or this document replaced with a newer version.
TERMS AND CONDITIONS
Fees due to the Companies and Intellectual Property Commission (CIPC) are deducted from the agent account of Out The Blocks (Pty) Ltd upon submission of the Annual Return, hence we require the full invoiced amount to be paid in full before any returns will be lodged at the CIPC.
Late payment or failing to do so, will result in non-submission of the Annual Return. Kindly note that the late or non-submission of your return to the CIPC is subject to a penalty fee based on the CIPC sliding scale – this fee will also be payable before submission may take place.
To avoid any administrative or logistical difficulties, we kindly request that you send proof of payment to [email protected] within 7 days of invoice date.
SARS E-Filing Tax Types
I, director of the before-mentioned mentioned entity, hereby give permission to Out The Blocks (Pty) Ltd to transfer the existing E-Filing profile to that of Out The Blocks (Pty) Ltd’s Corporate E-Filing profile. Should I be a first time E-Filing user, I authorise Out The Blocks (Pty) Ltd to register all my/our SARS Tax Types under their Out The Blocks (Pty) Ltd Corporate E-Filing profile. This document will stay in effect until such time as a written cancellation is given to Out The Blocks (Pty) Ltd, or this document replaced with a newer version.
TERMS AND CONDITIONS
As an administrative arrangement Out The Blocks (Pty) Ltd loads the specific payment on e-Filing at least 72 hours prior to the due date thereof and thereafter sends out an e-mail reminder that requests signatory of this agreement to authorize the payment on internet banking. Out The Blocks (Pty) Ltd will then send one last reminder on the due date. Out The Blocks (Pty) Ltd will not be held liable for any penalties and/or interest for non– or late payments, or non– or late notification resulting in payments not being made as a result of non-authorization or late authorization of the said payments. If any such penalties and/or interest should become payable same will be for client’s account.
An enquiry must be made from the relevant bank whether “same day” transfers will be made to the SARS bank account. If not, the transfer must be made in advance. Electronic transfers received in the SARS bank account after due date could result in penalties and interest as a result of a late payment.
STANDARD TERMS AND CONDITIONS
All services provided by Out the Blocks (Pty) Ltd to a client in accordance with the written agreement with that client will be subject to the following standard terms and conditions in addition to what is stated specifically in the written agreement.
Unless the context clearly indicates otherwise: reference to any gender shall include the other genders, the singular shall include the plural.
In these standard terms and conditions, the words and phrases as set out below have the following meanings:
CLIENT means the entity/entities, or the persons, named in the written agreement to which or who services are to be provided by Out the Blocks (Pty) Ltd means a Private Company in the Republic of South Africa; the agents and contractors of Out the Blocks (Pty) Ltd. The contracting element of Out the Blocks (Pty) Ltd will usually be identified by our letterhead or set out in the written agreement.
SERVICES mean services to be rendered by Out the Blocks (Pty) Ltd as set out in the written agreement.
WRITTEN AGREEMENT means the letter of engagement, or contract, or proposal, or other document between the client and Out The Blocks (Pty) Ltd setting out the services to be provided and the related terms and conditions.
2. HEADINGS HAVE NO EFFECT
The headings in the written agreement and in these terms and conditions shall not in any way affect or govern the interpretation or construction of the applicable terms and conditions.
3. GENERAL PRINCIPLES
In providing services, Out the Blocks (Pty) Ltd will:
- not act in the capacity of management,
- not act as a formal advocate of or representative for client,
- not decide on what recommendations/alternatives to accept or implement.
The client will be responsible for:
- making all management decisions and performing all management functions including deciding on what recommendations/alternatives to accept or implement.
- designating a competent management member to oversee the services.
- evaluating the adequacy and results of the services.
The services, written agreement and any related matters are governed by South African law and any claims will be subject to the exclusive jurisdictions of the courts in South Africa.
The written agreement and these standard terms and conditions, together with any documents specified in the written agreement, constitute the entire agreement between Out the Blocks (Pty) Ltd and the client and supplant any prior oral or written representations, if any. They may be varied only by the written agreement of both Out the Blocks (Pty) Ltd and the client.
Where services are subcontracted and this has been acknowledged by the client, this written agreement and any related approvals for the provision of non-audit services will also apply to such subcontracted services.
Where it is intended that services should also be provided to group companies and divisions of client, any approvals given will be deemed to also apply to services to be provided by a member firm which is part of Out the Blocks (Pty) Ltd in terms of a separate engagement letter of agreement that may be concluded with the group company or division concerned.
Out the Blocks (Pty) Ltd and the client are independent contractors. Neither party shall act or represent itself as an agent of the other and shall not in any manner assume or create an obligation of, or in the name of the other.
Where the written agreement is a proposal, it shall be valid for a period of 60 days from the date of issue, unless otherwise indicated. Where there is a conflict between the terms and the written agreement and these standard terms and conditions, these standard terms and conditions will apply.
5. PROVISION OF SERVICES
Out the Blocks (Pty) Ltd will endeavour to deliver the services with the requisite level of skill, integrity and professional competence at all times.
Out the Blocks (Pty) Ltd may subcontract any services under this written agreement to any member firm which is part of Out the Blocks (Pty) Ltd or, with the consent of the client, to any other party. Client’s relationship is solely with Out the Blocks (Pty) Ltd as the entity contracting to provide the services.
Where the delivery of the services requires information form, or the co-operation of, officials and employees of the client, the client undertakes to use its best efforts to ensure that its directors, management, officials and employees are available when required and that they provide the necessary information and co-operation on a timely basis.
Reasonable facilities and access to data and information will be provided by the client. Where Out the Blocks (Pty) Ltd personnel to deliver the services are named in the written agreement, Out the Blocks (Pty) Ltd will take reasonable steps to ensure that such personnel are used. Nevertheless, Out the Blocks (Pty) Ltd personnel may be absent for short periods of time due to other commitments, annual leave or training. Out the Blocks (Pty) Ltd will endeavour to avoid any disruption to the delivery of the services as a result thereof.
Out the Blocks (Pty) Ltd may need to substitute named personnel and, in such event, reasonable notice thereof will be given to the client and replacement personnel of equivalent ability will be provided.
6. INTELLECTUAL PROPERTY
Out the Blocks (Pty) Ltd shall retain all intellectual property rights in all materials and working papers, including methodologies, know-how, trade secrets, software and tools used, provided or developed by Out the Blocks (Pty) Ltd in providing and delivering the services.
Expecting for cases where a license is expressly granted by Out the Blocks (Pty) Ltd, the client shall acquire no rights or interest in such property.
Any intellectual property or proprietary rights in material provided by client for performing the services shall remain the property of the client.
The client acknowledges that Out the Blocks (Pty) Ltd provides a variety of other services to a large and diverse range of clients. The provision of the services to the client will not prevent Out the Blocks (Pty) Ltd from providing the same or similar services to other parties, some of whom could be competitors of the client or who may be in conflict with the client.
The client also acknowledges that Out the Blocks (Pty) Ltd may already have provided the same or similar services or other parties.
Where Out the Blocks (Pty) Ltd is aware of the same or similar services being provided to other parties, safeguards will be implemented to protect the interests of the client. These safeguards will include the use of different personnel and other barriers to ensure the confidentiality of information.
Whilst Out the Blocks (Pty) Ltd will be bound by the confidentiality clauses mentioned below, Out the Blocks (Pty) Ltd shall have the right to use the name of the client and a description of the services as a reference in seeking to provide services to other parties, unless the client expressly forbids this.
Out the Blocks (Pty) Ltd will keep confidential all information obtained from the client except such information as is in the public domain, or where the client agrees to Out the Blocks (Pty) Ltd making this information available to other parties.
Notwithstanding the above clause, client acknowledges that Out the Blocks (Pty) Ltd may be required to disclose confidential information to its legal advisers, insurers, registrar and the commissioner or to another party under any law requiring such disclosure. Disclosure in any of these instances will be permissible and will not be a breach of confidentiality.
The client agrees to keep confidential any methodologies, technology, know-how, trade secrets, software and tools used, provided or developed by Out the Blocks (Pty) Ltd in providing and delivering the services. Similarly, any information provided or developed by Out the Blocks (Pty) Ltd will be kept confidential, unless Out the Blocks (Pty) Ltd expressly agrees in writing to the client making this available to other parties. This confidentiality requirement will not apply to any information that client is required by law to disclose to another party.
Where the written agreement is a proposal for work to be performed and the client does not accept the proposal, any documentation or property specifically identified by Out the Blocks (Pty) Ltd will be returned to Out the Blocks (Pty) Ltd on request.
The client acknowledges that Out the Blocks (Pty) Ltd is required, in terms of professional standards, to retain documentation to support the work done and any deliverables provided. Where this documentation includes include confidential information of the client, Out the Blocks (Pty) Ltd will be entitled retain such documentation.
9. PROFESSIONAL FEES
The basis of charging professional fees is set out in the written agreement. Disbursement and out-of-pocket expenses incurred in providing the services will be charged at cost or our predetermined rates. These include all reasonable expenditure necessary for the successful completion of the services including but not be limited to travelling, subsistence, goods and services purchased on the client’s behalf, communications, stationery, report and presentation material, secretarial time and computer charges.
Invoices for fees and expenses/ disbursement will be present as agreed or on completion of the services whichever is the earlier. Invoices are payable on presentation.
Interest will be accrued at 9% on all amounts outstanding, for whatsoever reason, longer than thirty days from the date reflected on our invoice. Such interest will be calculated on a monthly basis and all payments will be allocated first to interest, then to disbursements, and then to the oldest outstanding fee.
The client acknowledges that Out the Blocks (Pty) Ltd may suspend provision of the services until all amounts due are paid in full.
10. USE OF REPORTS AND OTHER DELIVERABLES
Any device, report, certificate schedule or other deliverable arising from or in connection with the services will be 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.
Any such advice, report, certificate, schedule or other deliverable is based on the particular facts and circumstances of the client 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 at a different time and under different time and under different
circumstances. Out the Blocks (Pty) Ltd does not warrant or guarantee that there will be no change to the relevant facts and circumstances in the future or that future events or outcomes will transpire.
Unless otherwise indicated in the advice, report, certificate, schedule or other deliverable, copies or extracts there from may be made available to the addressee’s advisors provided that they are to be used by the advisors solely for the purposes stated in such advice, report, certificate, schedule or other deliverable and provided that the advisors are made aware of paragraphs and 11 and 12.
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 the prior express written consent of Out the Blocks (Pty) Ltd, which consent may be given or withheld at our absolute discretion.
The client indemnifies Out the Blocks (Pty) Ltd against any claim by any third party arising from a copy of any report, certificate, schedule or other deliverable or extract there from which the third party received from the client or its advisors.
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.
11. RELIANCE ON CLIENT INFORMATION
The services or any portion thereof, is dependent on information supplied by the client. Out The Blocks (Pty) Ltd shall be entitled to assume that all the data and information provided by client is accurate, reliable and complete. Out the Blocks (Pty) Ltd will not be liable to the client or to any third party for any damages suffered as a result of the client providing any information that is incorrect or incomplete or where the client fails to disclose any relevant information to Out the Blocks (Pty) Ltd; and the client indemnifies Out the Blocks (Pty) Ltd against any claims or expenses relating thereto.
12. LIMITATION OF LIABILITY
Our liability for services shall be limited as follows:
The maximum liability of Out the Blocks (Pty) Ltd, 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.
Out the Blocks (Pty) Ltd, its partners, employees and agents will not be liable to client or any third party for any consequential, punitive or any other loss or damages beyond the maximum liability specified.
Any claims, howsoever arising, must be commenced formally within three years after the party bringing the claim becomes aware (or ought reasonably to have become aware) of the facts which give rise to the action and, in any event, no later than three years after any alleged breach of contract, negligence, delict or other cause of action. This limitation will not apply where Out the Blocks (Pty) Ltd is guilty of wilful misconduct or gross negligence.
Out the Blocks (Pty) Ltd will not be liable for any delays resulting from circumstances or causes beyond its reasonable control, including without limitation, fire or other casualty, strike or labour dispute, war or other violence or cause through any law, order or requirement of any governmental agency or authority. Where the services comprise forensic work or litigation support:
- the client, in addition to the limitations indicated above, indemnifies Out the Blocks (Pty) Ltd against all liabilities, losses, damages, claims, demands and reasonable expenses including,
but not limited to attorney’s fees and expenses, in any action brought against Out the Blocks (Pty) Ltd by any other party except the client in connection with or arising out of such services. This indemnification shall not apply in respect of wilful misconduct or gross negligence on the part of Out the Blocks (Pty) Ltd;
- Out the Blocks (Pty) Ltd shall have no responsibility or liability whatsoever in respect of any advice given or work undertaken for the client by the persons who are not a partners, directors, principals, members or staff or employees of Out the Blocks (Pty) Ltd, regardless of whether or not such persons were introduced to the client by Out the Blocks (Pty) Ltd.
The written agreement may be terminated forthwith by the client or Out the Blocks (Pty) Ltd in the event of either party going into liquidation or having a judicial manager appointed over all or part of its activities.
The written agreement may be terminated forthwith by the client or Out the Blocks (Pty) Ltd by either party giving 30 days’ notice.
In the event of either the client or Out the Blocks (Pty) Ltd being in breach of any of the terms of the written agreement, the other party may, by written notice require the party which is in breach to remedy such breach. If this has not been remedied with them 14 days of receipt of such notice, or if the breach is incapable of being remedied, the other party may in writing terminate the written agreement without prejudice to its right to claim damages.
Out the Blocks (Pty) Ltd will be able to terminate the written agreement 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.
14. LEGAL ADDRESSES
The client and Out the Blocks (Pty) Ltd each choose the address set out opposite its name and address clause of the written agreement as its legal address.
Any notice to be given in terms of the written agreement or these standard terms and conditions must be in writing and delivered to the legal address of the party concerned. Written notice given in a correctly addressed envelope, delivered by hand to a responsible person during ordinary business hours shall be deemed to have been received on the day of delivery. each choose the address set out opposite its name and address clause of the written agreement as its legal address.
15. SEVERABILITY OF CLAUSES
If any provision or clause of the written agreement or of these standard terms and conditions becomes invalid or unenforceable, such provision or clause shall be divisible and be regarded as pro non-scripto and the remainder of the written agreement and the standard terms and conditions shall remain in force and be binding.
A waiver or variation of any individual requirements with the written agreement or of the standard terms shall not result in a variation of any other terms or in the cancellation of the entire written agreement or of the standard terms. Waivers or variations will only be of effect if reduced to writing.