(hereafter referred to as the "COMPANY")
(hereafter referred to as the "Service Provider")
For the provision of
The Service Provider must pursue the highest ethical standards in all its dealings with the Company.
In accordance with the Company’s policy of maintaining the highest ethical standards, no employees or their families are permitted to accept gifts, entertainment, loans or any other favours from any current or prospective Service Providers.
The Company wishes to extend an open invitation to the Service Providers to contact the Company’s management if there is any cause for concern about the Company’s interaction or the Company’s standards, policies and procedures are not being adhered to.
The Company is a short-term insurance company requiring the services of the Service Provider from time to time. The Service Provider undertakes to have the necessary skills and resources to provide the Services. The parties wish to record in writing the terms and conditions of their agreement.
- INTERPRETATION AND DEFINITIONS
1.1.In this agreement and in the annexures to this agreement-
1.1.1.clause headings are for convenience only and are not to be used in its interpretation;
1.1.2.an expression which denotes-
188.8.131.52.any gender includes the other genders;
184.108.40.206.a natural person includes a juristic person and vice versa;
220.127.116.11.the singular includes the plural and vice versa;
1.2."Business Day"meansa day other than a Saturday or a Sunday or a day, which from time to time is a proclaimed public holiday in the Republic of South Africa.
1.3."Business Hours" shall mean those hours between 08:00 to 17:00 Monday to Friday on any Business Day;.
1.4."Commencement Date" shall mean date of signature of this agreement.
1.5.“Regent” shall mean Regent Insurance Company Limited a public Company duly registered in terms of the Company Laws of South Africa, with registration number: and trading as a registered domestic short term Insurance Company.
1.6."Signature date"shall mean the date of signature of this agreement by the signatory who signs it last;
1.7."VAT"shall mean Value Added Tax payable in terms of the Value Added Tax Act of 1991;
1.8.Any substantive provision conferring rights or imposing obligations on any party in the interpretation clause shall be given effect to as if it were a substantive provision in the body of the agreement.
1.9.Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this agreement.
1.10.Any reference to the Company shall include any subsidiary of the Company.
1.11.Reference to months or years shall be construed as calendar months or years.
1.12.No provision herein shall be construed against or interpreted to the disadvantage of any party by reason of such party having or being deemed to have structured, drafted or introduced such provision.
1.13.Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a Saturday, Sunday or public holiday, the next succeeding Business Day.
1.14.Unless specifically otherwise provided, all amounts in this agreement are exclusive of value-added tax.
1.15.This agreement incorporates the annexures which shall have the same force and effect as if set out in the body of this agreement. In this agreement the word "Agreement" refers to this agreement and the words "clause" or "clauses" and "Annexure" or "annexures" refer to clauses of and annexes to this agreement.
2.1This Agreement shall commence on the date of signature hereof, in respect of the Service Providers services to be rendered in accordance with the provisions of Annexure C hereto being the scope of services. and shall subsist, subject to the provisions of clause 2.6 below, for the duration of the service being undertaken by the Service provider or the termination of this agreement at an earlier date in accordance with clause 2.2, and/or 2.3.
2.2This agreement may be terminated for any reason and at any time prior to the service referred to in clause 2.1 above being effected or completed by either party giving 2 (two) days written notice of its intention to terminate this agreement and the reasons therefore;
2.3Subject to the provisions of this clause, should either party allege that the other party is in a non-material breach or is in default of the performance of any of its obligations in terms of this Agreement, the aggrieved party shall notify the other of the default in writing specifying the nature thereof. The Service Provider acknowledging that it is to address the relevant written notification to the Group Procurement Department Should either party be in breach after notice as above, and remain in breach for a period of 5 (five) days after written notice to rectify such breach has been delivered, the aggrieved party shall be entitled forthwith to cancel this Agreement.
2.4Notwithstanding any other provision contained herein, the Company shall be entitled to terminate this agreement immediately, and without notice, on one or more of the following events without prejudice to any further rights or claims it may have whether for damages, specific performance or otherwise:
2.4.1The Contractor being declared insolvent or suffering a judgment to be granted or entered against him in or by any court of law, and/or
2.4.2The Contractor being convicted of an offence involving dishonesty; and/or the Contractor exceeding his authority in any manner whatsoever which results in a material loss of any nature whatsoever being occasioned to the Company; and/or
2.4.3The Contractor having participated in conduct, which is likely to bring the Company and/or himself into disrepute. This is irrespective of whether the conduct took place prior to the commencement of this agreement or not; and/or
2.4.4The Company having reasonable suspicion that the Contractor is abusing the system to inflate claims by any means. The onus will be on the Contractor to prove unreasonableness; and/or
2.4.5A material breach.
2.5The contractors obligations as more fully set out hereunder in, inter alia, clauses 3.4, 8.13 herein shall endure the cancellation of this agreement
- OBLIGATIONS OF THE SERVICE PROVIDER
3.1.The Service Provider must complete the Supplier Information Form attached hereto as Annexure “A”.
3.2.The Service Provider shall comply with the procedures applicable to its business as set out in Annexure “C”.
3.3.The Service Provider must ensure and warrant that all personnel in its employment utilised for the Company’s claim/s are suitably qualified to fulfil the obligations to the Company and that the said personnel comply with the required level of competency as required by legislature where applicable.
3.4.If the Service Provider fails to fulfil any obligation, the Company shall be entitled to employ and pay other persons to carry out the same and all expenses consequent thereon or incidental thereto shall be borne by the Service Provider and shall be recoverable by the Company.
3.5.Under no circumstances is the Service Provider to offer any gifts, money or services whatsoever to any staff member of the Company. This could result in termination of this Agreement.
3.6.The Service Provider must provide proof of liability insurance and/or any other insurance cover that may be deemed necessary to fulfil its obligations in terms of this Agreement simultaneously with the signing hereof alternatively the service provider’s members/directors/shareholders will be required to complete the annexed suretyship agreement.
- PERFORMANCE LEVELS
The Service Provider shall comply with the Performance Levels set out in Annexure “C”, failing which the Company shall be entitled to apply the Penalties set out therein. Penalties will be applied to poor or non-performance of all obligations set out in this Agreement.
- TECHNOLOGICAL & COMMUNICATION REQUIREMENTS
The Service Provider shall comply with the following technological & communication requirements as set out below:
5.2Electronic Mail ( “Email” )
5.2.1the following email addresses shall not be regarded as current and usable: Yahoo.com; Gmail.com; MSN.com; Hotmail.com and Webmail.com.
5.3Dedicated Fax Line
5.5The Service Provider agrees to support and adhere to any technological and communicative requirements that the Company may reasonably require.
- QUOTATIONS, INVOICING AND PAYMENT
See Annexure “C”.
See Annexure “B”.
The Company shall be entitled and on reasonable notice to audit the books of account, procedures and process of the Service Provider which audit includes, but not limited to, access to all data, records and policies pertaining to the Service Provider’s obligations in terms of this Agreement and the contractor undertakes to co operate fully with the said quality assessments and audits. Any failure to co-operate shall be deemed and acknowledged by the Service Provider to be a material breach of this agreement
Sub-contracting of work in part or in whole is not allowed. In the event of a Service Provider not being able to fulfil its obligations to the Company without utilising the services of a sub-contractor, the Service Provider may apply to the Company, Procurement Department, to have the elected sub-contractor officially added to the Service Provider’s portfolio. The Service Provider acknowledges that the decision of the Procurement Department in respect of the appointment of a sub contractor, shall be final.
10.1 Should either party allege that the other party is in breach of the performance of any of its obligations in terms of this Agreement and remain in breach for a period of 14 (fourteen) days after written notice to rectify such breach has been delivered, the aggrieved party shall be entitled to cancel this Agreement.
10.2 Should several breaches be committed within a period of 2 consecutive months despite each being rectified, the aggrieved party shall be entitled to cancel this Agreement.
11.1Notwithstanding any other provision contained in this agreement, the Company shall be entitled to terminate this Agreement immediately, and without notice, on one or more of the following events without prejudice to any further rights or claims that it may have whether for damages, specific performance or otherwise. Where the Service Provider:
11.1.1is declared insolvent or is involved in proceedings involving fraud, dishonesty or judgment has already been granted against the Service Provider in this regard by any court of law or arbitration forum;
11.1.2or any of its directors/members is convicted of an offence involving dishonesty; and/or the Service Provider exceeding his authority in any manner whatsoever which results in a material loss of any nature whatsoever being occasioned to the Company;
11.1.3having participated in conduct, which is likely to bring the Company and/or himself into disrepute. This is irrespective of whether the conduct took place prior to the commencement of this Agreement or not; or
11.1.4is abusing the system to inflate claims by any means. The onus will be on the Service Provider to prove unreasonableness.
12TRANSFER OF AGREEMENT
12.1The Service Providershall not cede, assign or transfer the Agreement or any portion thereof without the consent in writing of the Company.
12.2The Companyshall not be bound to give such consent but may withhold same without assigning any reason therefore or grant such consent subject to such terms and conditions it deems fit.
12.3In the event of the agreement being ceded the Contractors obligations as set out in inter alia clauses 3.4,8,13 will survive such cession shall remain in full force and effect.
13.1The Company will not be responsible to any third party or Insured for any loss or damage of whatsoever nature arising out of or in connection with any advice or recommendations provided by the Service Provider or as a result of the Service Provider exceeding its mandate or failing to carry out of its obligations in terms of this Agreement. The Service Provider indemnifies and holds the Company harmless against any and all liability, howsoever arrising in respect of any claim made against it in consequence of any such matter as is referred to in this clause.
13.2In the event of the Company being held liable or in the event of any legal action being commenced against the Company as a result of any loss damage or injury of whatsoever nature sustained by a Third Party or an insured as a result of the negligent, grossly negligent or wilful action of the Contractor, its personnel, Contractors or agents, the Contractor agrees to indemnify the Company against any such loss or damage, the Company may sustain as a result of such actions.
13.3The Contractor shall ensure that all of its personnel, agents or contractors agree to abide by the provisions of this Agreement and its addendums where this is applicable to such personnel, agents or contractors.
Nothing contained herein shall create or be deemed to create any relationship of employment, agency, partnership or joint venture between the parties and neither Regent nor the customer shall hold itself out as the agent, employee or partner of the other or as being in or forming part of a joint venture with the other.
The Parties may have access to confidential information and trade secrets of the other. The Parties hereby unconditionally undertake in favour of each other that each of them will not at any time divulge or disclose to any person or permit it to be divulged or disclosed to any person, or make use in any way whatsoever (other than directly in connection with the fulfilment of the respective contractual rights and obligations set out herein or as may be required by law) of any information or trade secrets relating to the affairs or business or method of carrying on business of either of the Parties without the consent of the Party concerned. A breach of this confidentiality undertaking shall in all circumstances be regarded as material. Should this Agreement not be implemented for any reason whatsoever, each of the Parties undertake forthwith to return to the other Party any document, whether in printed or electronic form or otherwise, provided to such exclusive property of the Party concerned. Party for the purposes hereof, it being the intention that such information remains the
16.DOMICILIUM AND NOTICES
16.1The parties choose domicilium citandi et executandi ("domicilium") for all purposes relating to this agreement, including the giving of any notice, the payment of any sum, the serving of any process, as follows–
physical-146 Boeing Rd East, Elma Park, Edenvale, 1610
16.4Either party shall be entitled from time to time, by giving written notice to the other, to vary its physical domicilium to any other physical address (not being a post office box or poste restante) and to vary its facsimile domicilium to any other facsimile number.
16.5 Any notice given or payment made by either party to the other ("addressee") which isdelivered by hand between the hours of 09:00 and 17:00 on any business day to the addressee's physical domicilium for the time being shall be deemed to have been received by the addressee at the time of delivery.
16.6Any notice given by either party to the other which is successfully transmitted by facsimile on a business day to the addressee's facsimile domicilium for the time being shall be deemed to have been received by the addressee on the business day immediately succeeding the date of successful transmission thereof.
16.7This clause 16 shall not operate so as to invalidate the giving or receipt of any written notice which is actually received by the addressee other than by a method referred to in this clause 16.
17.1 Delay or failure to comply with or breach of any of the terms and conditions of this Agreement if occasioned by or resulting from an act of God or public enemy, fire, explosion, earthquake, perils of the sea, flood, storm or other adverse weather conditions, war declared or undeclared, civil war, revolution, civil commotion or other civil strife, riot, strikes, blockade, embargo, sanctions, epidemics, act of any Government or other Authority, compliance with Government orders, demands or regulations, or any circumstances of like or different nature beyond the reasonable control of the party so failing, will not be deemed to be a breach of this agreement nor will it subject either party to any liability to the other.
17.2Should either party be prevented from carrying out its contractual obligations by force majeure lasting continuously for a period of 30 (thirty) calendar days, the parties will consult with each other regarding the future implementation of the contract. If no mutually acceptable arrangement is arrived at within a period of 30 (thirty) calendar days thereafter, either party will be entitled to terminate the agreement forthwith on written notice.
18.1This Agreement constitutes the whole agreement between the parties relating to the subject matter hereof.
18.2No amendment or consensual cancellation of this Agreement or any provision or term thereof or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this agreement and no settlement of any disputes arising under.
18.3 this agreement and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of this agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by the parties.
18.4No extension of time or waiver or relaxation of any of the provisions or terms of this agreement or any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this agreement, shall operate as an estoppel against any party in respect of its rights under this agreement, nor shall it operate so as to preclude such party thereafter from exercising its rights strictly in accordance with this Agreement.
18.5No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.
THE SUPPLIER INFORMATION FORM
The Supplier Information Form forms part of this Agreement. All information furnished therein is regarded as true and correct and forms the basis upon this Agreement is entered into. In the event of any non-disclosure of information or misrepresentation, whether such information is considered to be material or not, the Company may elect to terminate this Agreement with immediate effect and reserves its right to sue for any damages suffered as a result of such non-disclosure or misrepresentation.