Terms & Conditions
By instructing us or continuing to instruct us, you are deemed to have accepted the Terms and Conditions as stipulated below:
Financial Intelligence Centre Act Obligations
- As defined by the Financial Intelligence Centre Act No.38 of 2001 ("FICA"), Action Assist will have to adhere to certain stringent requirements. You agree to co-operate with us in our compliance by providing us with the required information when requested.
- In transacting with you, we are obliged to report suspicious and unusual transactions as defined by FICA.
Our services and responsibilities
- All work undertaken for you by Action Assist will be in accordance with the agreed terms of reference for the assignment as contained in the proposal unless any revision is agreed by both parties in writing.
- Any product released to you in any form or medium shall be supplied by us on the basis that it is for your benefit and information only or that of the other beneficiaries and that it shall not be copied, referred to or be disclosed, in whole or in part (save for your own internal purposes), without our prior written consent.
- Any advice, opinion, statement of expectation, forecast or recommendation supplied by us as part of the services shall not amount to any form of guarantee that we have determined or predicted future events or circumstances.
- All engagements entered into will be governed by South African law and jurisdiction.
- Action Assist shall retain ownership of the copyright and all other intellectual property rights in the product of the services, whether oral or tangible, and ownership of our working documentation.
- For the purposes of delivering services to you or other clients, we shall be entitled to use or develop knowledge, experience and skills of general application gained through performing the services. You agree to keep confidential any methodologies and technology used by us to carry out our services to you.
- Action Assist has the right to use your name as a reference in proposals or other similar submissions to other prospective clients, unless you specifically forbid such disclosure. If we wish to use details of the work done for you for reference purposes, we will obtain your permission in advance.
- Our fees, excluding VAT, are, unless otherwise agreed, based on the time spent by Action Assist employees and / or associates and on the levels of skill and responsibility involved and may differ from estimates that may have been supplied. Stringent reporting requirements or deadlines imposed by you might require work to be carried out at a higher level than usual or outside normal working hours which may result in increased costs and additional fees.
- Disbursements incurred for travel and subsistence, and for goods and services purchased on the client's behalf, will be charged at cost. The production costs of reports prepared for the client are charged as a disbursement.
- Disbursements in respect of Financial Intelligence Centre Act No.38 of 2001("FICA") compliance, traveling expenses, photocopies, stationery, revenue stamps, postage, mobile and telephone calls will be recoverable at our predetermined rates.
VAT Registration Number
To enable us to perform the required services and to invoice you accordingly, you shall provide us with your VAT Registration number within 7 working days of accepting these Terms and Conditions.
Staff and Associates
- We shall have the right to appoint associates (sub-contractors) to assist us in delivering the services as members of the assignment team but we shall consult you before doing so.
- Action Assist staff undergo periodic training and this together with the taking of annual holidays may lead to staff being absent from assignments for short periods. Action Assist will use its best endeavours to avoid any disruption to a project's progress.
- Action Assist may substitute directors, staff or associates at its discretion and will use its best endeavours to give reasonable notice and to provide replacement staff of equivalent ability.
- As our client, you agree not to make any offer of employment or to employ any member of Action Assist staff (including associates) working on an assignment. You also agree not to use such person's services as a consultant either independently or via a third party for a period of 6 (six) months following the end of any involvement by the individual concerned with any assignment. Breach of this condition will render you (the client) liable to pay compensation to Action Assist equal to 6 (six) months salary for the staff member and / or associate concerned.
- Action Assist also undertakes not to offer employment directly or indirectly to your staff during the period of the assignment and for 6 (six) months after the completion of consulting work.
- Invoices for fees, disbursements and VAT are presented monthly during an assignment and are payable on presentation.
- If you are not in agreement with any fee note, please notify us in writing of your objection within 7 working days of us rendering the invoice. Failure to do so will constitute acceptance of the fee.
- We will be entitled to charge interest at prime + 2% on all amounts outstanding, for whatsoever reason, for more than 30 days from the date of presentation of our invoice. Such interest will be calculated on a monthly basis. All payments will be allocated first as to interest, then as to outlays, then as to the longest outstanding fee.
Action Assist staff will keep confidential all information obtained by them from the client, and all reports, advice, recommendations, etc, produced by Action Assist under this agreement unless this information is in the public domain.
Circumstances beyond your or our control
Neither of us shall be in breach of our contractual obligations nor shall either of us incur any liability to the other if you or we are unable to comply with the service contract as a result of any cause beyond our or your reasonable control. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the operation of the services contract on notice taking effect immediately on delivery.
Exclusions and limitations on our liability
- The maximum liability of Action Assist or any director, associate, or employee in respect of direct economic loss or damage suffered by you or by other beneficiaries arising out of or in connection with the product or service provided to you, shall be limited to the fees charged and paid for these services. The maximum liability shall be an aggregate liability for all claims arising, whether by contract, delict, negligence or otherwise.
- You and other beneficiaries shall not bring any claim personally against any individual, director, employee, associate or agent, as the case may be, of the Action Assist contracting party or of any body or entity controlled by us or owned by us or associated with us in respect of loss or damage suffered by you or by other beneficiaries arising out of or in connection with the services. This restriction shall not operate to limit or exclude the liability of the Action Assist contracting party as a company for the acts or omissions of its, directors, employees and agents. Any claim from you or other beneficiaries must be made within two years of the date on which you or they became aware, or ought reasonably to have become aware, of circumstances giving rise to a claim or potential claim against us.
- You shall indemnify any Action Assist persons and hold them harmless against any loss, damage, expense or liability incurred by them as a result of, arising from or in connection with a combination of the following two circumstances:
- any breach by you of your obligations under the services agreement; and
- any claim made or threatened by a third party or any other beneficiaries which results from or arises from or is connected with any such breach.
- Each of us may terminate the services agreement or suspend its operation by giving due notice in writing to the other at any time.
- Termination or suspension under this clause shall be without prejudice to any rights that may have accrued for either of us before termination or suspension and all sums due to us shall become payable in full when termination or suspension takes effect.
- We will be entitled to raise a fee note upon receipt of such notification for an amount adequate to cover all work done to date and not yet billed including disbursements incurred.
- Your signature constitutes agreement to settlement of any dispute, controversy or claim by arbitration.
- The arbitration shall be held before a single arbitrator who is knowledgeable in legal procedures, the rules of evidence and similar assignments.
- The arbitrator shall be a person nominated by you and us or failing agreement between you and us within 7 days after the arbitration has been demanded, shall be a person appointed by the president of the Arbitration Foundation of South Africa (AFSA), including any applicable statutes or limitation and rules of evidence.
- The arbitrator shall deliver a written opinion setting forth findings of fact, conclusions of law and the rationale for the decision.
- Any opinion entered as a final judgment will be final and binding on both parties. The arbitration shall be conducted in respect of the Rules of AFSA.