IBE platform usage Agreement for Experts
(version effective as of 31st October 2021)
This agreement (the “Agreement”) is made between Insights by Expert (“INBYEX”) and you, the Expert (“Expert” or “you”), collectively the Parties (“Parties”).
Definitions
Insights by Experts (“INBYEX”) is a private company with registration number 2021/466609/07 and with limited liability duly incorporated in accordance with the laws of the Republic of South Africa.
The INBYEX platform (“INBYEX platform”) is a platform, created by INBYEX, whereby Clients (individuals, organisations, companies, and other entities) can identify subject matter experts to provide them with insights, guidance, advice or ideas to help the Clients in resolving, understanding and addressing potential issues, challenges or problems they may face.
Experts (“Experts”) are individuals with expertise or specific knowledge in one or more particular industrial sectors, business functional areas or knowledge of the business environment in one or more African countries who make themselves available for Consultation meetings with Clients to share their expertise for the Clients’ benefit.
Consultation meetings (“Consultations”) are interactions between an Expert and one or more Clients in a meeting (via a video-conference or regular voice conference) during which the Expert shares his/her expertise for the benefit of the Client.
The Client (“Client”) is an individual, organisation, company or other entity that seeks specific information from someone with particular insight, opinions or experience on a matter.
Services
You agree to perform the services defined below in a professional manner. In performing the services, you shall comply with the terms of this Agreement and all laws, rules and regulations applicable to the performance of the services in a manner consistent with INBYEX’s Terms and Conditions and INBYEX’s Privacy Policy, applicable from time to time.
The services consist of holding Consultations between you and one or more Clients in a meeting (via a video-conference or regular voice conference) during which you share your expertise for the benefit of the Client.
The Client will identify and select the Expert they wish to consult based on the Expert’s profile on the IBE platform.
The Client will thereafter schedule a Consultation by selecting one of the time slots on which the Expert has indicated that he/she is available.
Once a Consultation has been scheduled, the Client will pay to INBYEX the fee indicated on the Expert’s profile and INBYEX will subsequently remit the portion owed to the Expert as per the “Fees and Billing” section below.
Term
The term of this Agreement shall commence on the date of acceptance by the Expert of this Agreement. Each party shall have the right to terminate this Agreement, for any reason whatsoever and at any time if it deems it necessary.
Notification of termination must be provided in writing according to the agreed communication methods detailed hereunder. Termination will be immediate upon notification.
Notwithstanding anything to the contrary contained herein, termination of this Agreement will not affect any terms contained in the Agreement which must expressly or by implication survive termination.
Consultations
You will conduct the Consultation with the Client with due diligence and leverage your knowhow and expertise as best you can to the Client’s satisfaction.
You agree to act (including without limitation, before, during and after the Consultation) in good faith, to the best of your ability, with the utmost professionalism and in accordance with this Agreement and all applicable laws and regulations.
If you are not able to attend the Consultation at the agreed-upon time or should you not be able to complete a Consultation that is in progress, you are required to immediately notify INBYEX in writing. No fee is payable to you in the event a Consultation is cancelled and/or not completed by you.
INBYEX makes no representation regarding the frequency, quantity, or type of Consultation meeting requests you will receive.
Unless otherwise agreed to in writing by INBYEX, you will be compensated only for the time you spend interacting with Clients in Consultations at your agreed rate. You will not be compensated for preparation time, wait time, or time set aside if a Consultation with a Client does not occur for any reason.
You may not assign or delegate any portion of your Consultations to another Expert or person (including, without limitation, to any other employees of your firm) without INBYEX’s prior written consent.
You agree that the Consultations may be recorded at the Client’s discretion and you acknowledge and consent to such recordings being owned by the Client and may therefore be used by the Client and/or by INBYEX as permitted by the agreement between INBYEX and the Client.
Non-Circumvention and contract or permanent positions
After a Client has made contact with you through the INBYEX platform, and for a period of 12 months thereafter, you are required to immediately inform INBYEX in writing of any offer from a Client for a project and/or contract and/or permanent position.
You should not communicate with and/or transmit documents to Clients outside the Consultation without the prior written approval from INBYEX. Prior to communicating with and/or transmitting documents to a Client outside a Consultation you should notify INBYEX by email.
If the Client wishes to engage and retain you on an ongoing basis, the Client will be required to pay a once-off service fee to INBYEX in consideration of the introduction and support within 14 days of the engagement, in terms of provisions of the agreement between IBE and the Client.
If a Client with whom you held a Consultation within the preceding 12 months desires to employ you on a permanent basis, the Client will (in addition to any service fee which may have been paid or be payable pursuant to clause 5.3) be required to pay INBYEX a once-off commission fee of 15% of the gross annual salary offered to you in respect of such position, in terms of provisions of the agreement between IBE and the Client.
This clause 5 will survive any termination of this Agreement.
Fees and Billing
You are required to set the fees (hourly rate) that INBYEX will charge to Clients in respect of Consultations scheduled with you by Clients. If you charge or are required to charge sales or value-added tax for your services then the fee you set should be inclusive of those charges.
Once a Consultation with you has been confirmed by the Client, the Client will be charged the fee which you have set in respect of the Consultation (plus any VAT INBYEX may be required to add, if applicable). The transaction will be processed by IBE which includes deducting IBE’s service fee (being 35% of the fee charged to the Client, exclusive of any VAT that INBYEX may be required to add) from the fee you have set in respect of the Consultation and paying the resultant amount (being 65% of the fee charged to the Client, exclusive of any VAT that INBYEX may be required to add) by way of electronic funds transfer to your Paypal account or into a South African bank account or via an alternate mechanism based on prior agreement between you and INBYEX. You are responsible for any fees or charges your bank or payment mechanism may charge to deposit IBE’s payment to your account.
INBYEX will remit fees payable to you within thirty days of you completing the Consultation with a Client.
Conflict of Interest, Non-disclosure
You confirm that you are not prohibited or limited in any way, contractually or otherwise, from entering into this Agreement and/or participating in the INBYEX platform, for any reason including, but not limited to:
employment, consulting, confidentiality, or non-disclosure agreements;
your current employer’s policies or codes of conduct if employed; and/or
any other policies or obligations that may limit your conduct in any way.
In this regard, and to the extent that your ability to consult is limited in any way, you confirm and warrant that you have obtained all necessary consents and/or waivers (including, but not limited to, the consent of your employer, any company or organisation for which you have consulted, and/or any affiliated academic or government organisation) to participate as an Expert. You confirm and understand that it is your responsibility to determine whether you are permitted to join INBYEX, contractually or otherwise.
You must not accept Consultations from any company, entity and/or person with whom you have an employment or independent contractual relationship.
You must not accept engagements and/or Consultations with any company and/or person associated with any company that is regarded as a competitor of your employer.
Without derogating from the generality of clause 10, you must not disclose the identity of a Client nor share the contents of the discussions with a Client with any third parties, except as required by law.
Accurate Representation and Ethical Conduct
You must provide accurate information about your qualifications, work experience and achievements and must not misrepresent your backgrounds or identity. By signing this Agreement you confirm that you are fit and proper to execute you duties, that your CV and LinkedIn profile is accurate and correct and that you have not be convicted of, pleaded guilty to, or admitted to committing, any offence involving dishonesty or deception (including, but not limited to, theft or fraud).
You consent to INBYEX conducting a criminal background check to verify these assertions.
You shall take no part in any acts of bribery, fraud, or other corrupt practices. For the purposes of this Agreement: “Bribery” is the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to improperly influence the actions of another party. “Fraud” is any act or omission that knowingly or recklessly misleads, or attempts to mislead, a party to obtain financial or other benefit or to avoid an obligation, including misrepresentation or any intellectual fraud, such as the falsification of the data, diversion or financial misappropriation. “Corrupt Practice” is the proposing or entering into an arrangement between two or more parties designed to achieve an improper outcome, including to influence improperly the actions of another party.
Relationship of the Parties, expense reimbursement and taxes
The relationship between the Parties shall be that of independent contractors and nothing in this Agreement, whether express or implied, shall:
be construed as creating a partnership or joint venture between the Parties;
be construed as creating an employment relationship of any kind. In this regard, you will not be eligible to receive any employment benefits including health, dental, disability, or retirement benefits, paid leave of any kind or any other employee benefits offered by INBYEX or expected of an employer;
constitute either Party as a representative of the other Party; or
entitle either Party to bind or attempt to bind the other Party, or to represent to any third person that it has the authority to bind the other Party or to confer any obligation on the other Party, unless specifically mandated to do so in writing by the other Party.
Expenses will not be reimbursed by INBYEX and any expenses, reasonable or otherwise, incurred by you in the course of delivering the service will be paid for by you.
This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly you shall be fully responsible for and indemnify IBE for and in respect of:
any income tax, PAYE (Pay-As-You-Earn), pension/provident fund, medical aid contribution and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the services, where the recovery is not prohibited by law. You further indemnify IBE against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by INBYEX in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of INBYEX’s negligence or wilful default; and
any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against INBYEX arising out of or in connection with the provision of the services.
Proprietary Rights and Confidentiality.
You may have access to confidential information provided by the Client before, during or after the Consultation. You may not, under any circumstances, divulge the Client’s confidential information to third parties or use that information for your personal benefit and the provisions of clause 10.2 shall apply mutatis mutandis.
You acknowledge that any information obtained in performing the services regarding the operation of IBE or its products, services, policies, systems, programs, procedures, donor relations or any other aspect of its business, is confidential and proprietary. You will hold such information secret and will not:
use such information for any purpose other than performance of this Agreement; or
disclose such information, directly or indirectly, to any other person, without in each instance the prior written consent of IBE being obtained. At the end of the Term, you will return to IBE all items and materials within your possession or control which belong to IBE or contain INBYEX confidential or proprietary information, and delete and/or procure the deletion of all copies of any such information, and provide INBYEX with written confirmation thereof, to the satisfaction of I acting in its sole and absolute discretion.
Indemnification and limitations of liability
You agree to indemnify, defend and hold IBE, IBE’s investors, partners and Clients harmless from and against all claims, demands, suits, liabilities, losses, damages or injuries (collectively “Liabilities”) based upon or arising out of your performance of the services under this Agreement, except such Liabilities as may result from the gross negligence or wilful misconduct of IBE.
The provisions of clause 11.1 constitute a stipulatio alteri (a contract for the benefit of a third party) in favour of INBYEX’s investors, Partners and Clients, the benefit of which shall be capable of written acceptance by INBYEX’s investors, Partners or Clients, as the case may be, who will then be entitled to enforce the provisions of clause 11.1.
Independent Advice
You acknowledge that you have been free to secure independent legal, tax, accounting and/or other advice as to the nature and effect of all the provisions of this Agreement and that you have either taken such independent legal, tax, accounting and/or other advice or dispensed with the necessity of doing so. Further you acknowledge that all of the provisions of this Agreement and the restrictions contained herein are fair and reasonable in the circumstances and are part of the overall intention of the Parties in connection with this Agreement.
Governing law
This Agreement is governed by South African law.
Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated as having not been written (i.e. pro non scripto) and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Communication, Amendments and Notices
Any notice, consent, approval or other communication in connection with this Agreement (“Notice”) will be in writing in English.
Each Party chooses the email address corresponding to its name below as the address to which any Notice must be sent.
INBYEX:
Email Address: angel@homecomingrevolution.com
Attention: Ms. A. Jones
Expert: expert email address used to sign up
Any Party may by Notice to the other Party change its address and/or the person, if any, for whose attention any Notice must be marked.
Any Notice takes effect when received by the recipient (or on any later date specified in the Notice) and, unless the contrary is proved, is deemed to be received:
on the day of delivery, if delivered by hand to a responsible person at the recipient’s physical address;
on the date of transmission, if sent by email to the recipient’s email address; and
in each case if delivery is not on a business day, or is after ordinary business hours on a business day, the Notice is deemed to be received on the business day after the date of delivery.
Despite anything to the contrary in this Agreement, a Notice actually received by a Party is effective even though it was not sent, or delivered, or sent and delivered to its address.
This Agreement contains all the express provisions agreed on by the Parties with regard to the subject matter of this Agreement and the Parties waive the right to rely on any alleged express provision not contained in this Agreement, unless these changes are in writing and signed by both IBE and the Expert.
No contract varying, adding to, deleting from or cancelling this Agreement, and no waiver of any right under this Agreement, shall be effective unless reduced to writing and signed by or on behalf of the Parties.
Data Privacy
Each Party shall comply with all applicable data privacy laws and regulations governing the protection of personal data in relation to their respective performance/s under this Agreement.
To the extent that you receive personal information of any Client, you agree and warrant that you will at all times comply with all applicable data and privacy protection laws (including without limitation, the South African Protection of Personal Information Act, 2013 and the European Union’s General Data Protection Regulation 2016/679) and that you will not process any such personal information other than for the purposes of rendering the services in terms of this Agreement.
Annexure on handling confidential information
Interpretation
Consultation meetings between you and the Client could require the disclosure by either Party to the other information of a proprietary, secret or confidential nature.
“Confidential Information” means all information or data contained in whatever form (whether oral, written, electronic and/or in visual form) relating to the Disclosing Party, which by its nature or content is identifiable and/or described as confidential and/or proprietary in nature, including without limitation, any;
Technical, scientific, commercial, business, financial or market information, know-how and/or trade secrets of Disclosing Party and/or its associated companies;
Data concerning business relationships, especially Client names, prices and costs, samples, devices, demonstrations, processes or machinery of Disclosing Party and/or its associated companies;
Designs, drawings and technical specifications;
“Disclosing Party” means the Party disclosing Confidential Information to the other Party.
“Receiving Party” means the Party receiving the other Party’s Confidential Information.
Excluded information
The obligations of the Receiving Party pursuant to these terms and conditions shall not apply to any information that:
Is or becomes publicly known, otherwise than pursuant to a breach of these terms and conditions by the Receiving Party;
Is disclosed by the Receiving Party to satisfy the order of a court of competent jurisdiction or to comply with the provisions of any law or regulations in force from time to time, provided that in these circumstances, the Receiving Party shall advise the Disclosing Party in writing 7 days prior to such disclosure to enable the Disclosing Party to take whatever steps it deems necessary to protect its interest in this regard; provided further that the Receiving Party will disclose only that portion of the information which it is legally required to disclose and the Receiving Party will use its reasonable endeavors to protect the confidentiality of such information to the widest extent possible in the circumstances;
Is disclosed to a Third Party pursuant to the prior written authorization from Disclosing Party;
Is received by the Receiving Party in good faith from a Third Party in circumstances that do not amount to a breach of the provisions of these terms and conditions or to a breach by the Third Party of any undertaking it may have made to Disclosing Party in relation to such Confidential Information.
That either Party can demonstrate is already known to it before being disclosed under this Agreement.
By making use of this site and booking a consultation you agree to these terms and conditions
BYEX
This agreement (the “Agreement”) is made between Insights by Expert (“INBYEX”) and you, the Expert (“Expert” or “you”), collectively the Parties (“Parties”).
Definitions
Insights by Experts (“INBYEX”) is a private company with registration number 2021/466609/07 and with limited liability duly incorporated in accordance with the laws of the Republic of South Africa.
The INBYEX platform (“INBYEX platform”) is a platform, created by INBYEX, whereby Clients (individuals, organisations, companies, and other entities) can identify subject matter experts to provide them with insights, guidance, advice or ideas to help the Clients in resolving, understanding and addressing potential issues, challenges or problems they may face.
Experts (“Experts”) are individuals with expertise or specific knowledge in one or more particular industrial sectors, business functional areas or knowledge of the business environment in one or more African countries who make themselves available for Consultation meetings with Clients to share their expertise for the Clients’ benefit.
Consultation meetings (“Consultations”) are interactions between an Expert and one or more Clients in a meeting (via a video-conference or regular voice conference) during which the Expert shares his/her expertise for the benefit of the Client.
The Client (“Client”) is an individual, organisation, company or other entity that seeks specific information from someone with particular insight, opinions or experience on a matter.
Services
You agree to perform the services defined below in a professional manner. In performing the services, you shall comply with the terms of this Agreement and all laws, rules and regulations applicable to the performance of the services in a manner consistent with INBYEX’s Terms and Conditions and INBYEX’s Privacy Policy, applicable from time to time.
The services consist of holding Consultations between you and one or more Clients in a meeting (via a video-conference or regular voice conference) during which you share your expertise for the benefit of the Client.
The Client will identify and select the Expert they wish to consult based on the Expert’s profile on the IBE platform.
The Client will thereafter schedule a Consultation by selecting one of the time slots on which the Expert has indicated that he/she is available.
Once a Consultation has been scheduled, the Client will pay to INBYEX the fee indicated on the Expert’s profile and INBYEX will subsequently remit the portion owed to the Expert as per the “Fees and Billing” section below.
Term
The term of this Agreement shall commence on the date of acceptance by the Expert of this Agreement. Each party shall have the right to terminate this Agreement, for any reason whatsoever and at any time if it deems it necessary.
Notification of termination must be provided in writing according to the agreed communication methods detailed hereunder. Termination will be immediate upon notification.
Notwithstanding anything to the contrary contained herein, termination of this Agreement will not affect any terms contained in the Agreement which must expressly or by implication survive termination.
Consultations
You will conduct the Consultation with the Client with due diligence and leverage your knowhow and expertise as best you can to the Client’s satisfaction.
You agree to act (including without limitation, before, during and after the Consultation) in good faith, to the best of your ability, with the utmost professionalism and in accordance with this Agreement and all applicable laws and regulations.
If you are not able to attend the Consultation at the agreed-upon time or should you not be able to complete a Consultation that is in progress, you are required to immediately notify INBYEX in writing. No fee is payable to you in the event a Consultation is cancelled and/or not completed by you.
INBYEX makes no representation regarding the frequency, quantity, or type of Consultation meeting requests you will receive.
Unless otherwise agreed to in writing by INBYEX, you will be compensated only for the time you spend interacting with Clients in Consultations at your agreed rate. You will not be compensated for preparation time, wait time, or time set aside if a Consultation with a Client does not occur for any reason.
You may not assign or delegate any portion of your Consultations to another Expert or person (including, without limitation, to any other employees of your firm) without INBYEX’s prior written consent.
You agree that the Consultations may be recorded at the Client’s discretion and you acknowledge and consent to such recordings being owned by the Client and may therefore be used by the Client and/or by INBYEX as permitted by the agreement between INBYEX and the Client.
Non-Circumvention and contract or permanent positions
After a Client has made contact with you through the INBYEX platform, and for a period of 12 months thereafter, you are required to immediately inform INBYEX in writing of any offer from a Client for a project and/or contract and/or permanent position.
You should not communicate with and/or transmit documents to Clients outside the Consultation without the prior written approval from INBYEX. Prior to communicating with and/or transmitting documents to a Client outside a Consultation you should notify INBYEX by email.
If the Client wishes to engage and retain you on an ongoing basis, the Client will be required to pay a once-off service fee to INBYEX in consideration of the introduction and support within 14 days of the engagement, in terms of provisions of the agreement between IBE and the Client.
If a Client with whom you held a Consultation within the preceding 12 months desires to employ you on a permanent basis, the Client will (in addition to any service fee which may have been paid or be payable pursuant to clause 5.3) be required to pay INBYEX a once-off commission fee of 15% of the gross annual salary offered to you in respect of such position, in terms of provisions of the agreement between IBE and the Client.
This clause 5 will survive any termination of this Agreement.
Fees and Billing
You are required to set the fees (hourly rate) that INBYEX will charge to Clients in respect of Consultations scheduled with you by Clients. If you charge or are required to charge sales or value-added tax for your services then the fee you set should be inclusive of those charges.
Once a Consultation with you has been confirmed by the Client, the Client will be charged the fee which you have set in respect of the Consultation (plus any VAT INBYEX may be required to add, if applicable). The transaction will be processed by IBE which includes deducting IBE’s service fee (being 35% of the fee charged to the Client, exclusive of any VAT that INBYEX may be required to add) from the fee you have set in respect of the Consultation and paying the resultant amount (being 65% of the fee charged to the Client, exclusive of any VAT that INBYEX may be required to add) by way of electronic funds transfer to your Paypal account or into a South African bank account or via an alternate mechanism based on prior agreement between you and INBYEX. You are responsible for any fees or charges your bank or payment mechanism may charge to deposit IBE’s payment to your account.
INBYEX will remit fees payable to you within thirty days of you completing the Consultation with a Client.
Conflict of Interest, Non-disclosure
You confirm that you are not prohibited or limited in any way, contractually or otherwise, from entering into this Agreement and/or participating in the INBYEX platform, for any reason including, but not limited to:
employment, consulting, confidentiality, or non-disclosure agreements;
your current employer’s policies or codes of conduct if employed; and/or
any other policies or obligations that may limit your conduct in any way.
In this regard, and to the extent that your ability to consult is limited in any way, you confirm and warrant that you have obtained all necessary consents and/or waivers (including, but not limited to, the consent of your employer, any company or organisation for which you have consulted, and/or any affiliated academic or government organisation) to participate as an Expert. You confirm and understand that it is your responsibility to determine whether you are permitted to join INBYEX, contractually or otherwise.
You must not accept Consultations from any company, entity and/or person with whom you have an employment or independent contractual relationship.
You must not accept engagements and/or Consultations with any company and/or person associated with any company that is regarded as a competitor of your employer.
Without derogating from the generality of clause 10, you must not disclose the identity of a Client nor share the contents of the discussions with a Client with any third parties, except as required by law.
Accurate Representation and Ethical Conduct
You must provide accurate information about your qualifications, work experience and achievements and must not misrepresent your backgrounds or identity. By signing this Agreement you confirm that you are fit and proper to execute you duties, that your CV and LinkedIn profile is accurate and correct and that you have not be convicted of, pleaded guilty to, or admitted to committing, any offence involving dishonesty or deception (including, but not limited to, theft or fraud).
You consent to INBYEX conducting a criminal background check to verify these assertions.
You shall take no part in any acts of bribery, fraud, or other corrupt practices. For the purposes of this Agreement: “Bribery” is the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to improperly influence the actions of another party. “Fraud” is any act or omission that knowingly or recklessly misleads, or attempts to mislead, a party to obtain financial or other benefit or to avoid an obligation, including misrepresentation or any intellectual fraud, such as the falsification of the data, diversion or financial misappropriation. “Corrupt Practice” is the proposing or entering into an arrangement between two or more parties designed to achieve an improper outcome, including to influence improperly the actions of another party.
Relationship of the Parties, expense reimbursement and taxes
The relationship between the Parties shall be that of independent contractors and nothing in this Agreement, whether express or implied, shall:
be construed as creating a partnership or joint venture between the Parties;
be construed as creating an employment relationship of any kind. In this regard, you will not be eligible to receive any employment benefits including health, dental, disability, or retirement benefits, paid leave of any kind or any other employee benefits offered by INBYEX or expected of an employer;
constitute either Party as a representative of the other Party; or
entitle either Party to bind or attempt to bind the other Party, or to represent to any third person that it has the authority to bind the other Party or to confer any obligation on the other Party, unless specifically mandated to do so in writing by the other Party.
Expenses will not be reimbursed by INBYEX and any expenses, reasonable or otherwise, incurred by you in the course of delivering the service will be paid for by you.
This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly you shall be fully responsible for and indemnify IBE for and in respect of:
any income tax, PAYE (Pay-As-You-Earn), pension/provident fund, medical aid contribution and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the services, where the recovery is not prohibited by law. You further indemnify IBE against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by INBYEX in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of INBYEX’s negligence or wilful default; and
any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against INBYEX arising out of or in connection with the provision of the services.
Proprietary Rights and Confidentiality.
You may have access to confidential information provided by the Client before, during or after the Consultation. You may not, under any circumstances, divulge the Client’s confidential information to third parties or use that information for your personal benefit and the provisions of clause 10.2 shall apply mutatis mutandis.
You acknowledge that any information obtained in performing the services regarding the operation of IBE or its products, services, policies, systems, programs, procedures, donor relations or any other aspect of its business, is confidential and proprietary. You will hold such information secret and will not:
use such information for any purpose other than performance of this Agreement; or
disclose such information, directly or indirectly, to any other person, without in each instance the prior written consent of IBE being obtained. At the end of the Term, you will return to IBE all items and materials within your possession or control which belong to IBE or contain INBYEX confidential or proprietary information, and delete and/or procure the deletion of all copies of any such information, and provide INBYEX with written confirmation thereof, to the satisfaction of I acting in its sole and absolute discretion.
Indemnification and limitations of liability
You agree to indemnify, defend and hold IBE, IBE’s investors, partners and Clients harmless from and against all claims, demands, suits, liabilities, losses, damages or injuries (collectively “Liabilities”) based upon or arising out of your performance of the services under this Agreement, except such Liabilities as may result from the gross negligence or wilful misconduct of IBE.
The provisions of clause 11.1 constitute a stipulatio alteri (a contract for the benefit of a third party) in favour of INBYEX’s investors, Partners and Clients, the benefit of which shall be capable of written acceptance by INBYEX’s investors, Partners or Clients, as the case may be, who will then be entitled to enforce the provisions of clause 11.1.
Independent Advice
You acknowledge that you have been free to secure independent legal, tax, accounting and/or other advice as to the nature and effect of all the provisions of this Agreement and that you have either taken such independent legal, tax, accounting and/or other advice or dispensed with the necessity of doing so. Further you acknowledge that all of the provisions of this Agreement and the restrictions contained herein are fair and reasonable in the circumstances and are part of the overall intention of the Parties in connection with this Agreement.
Governing law
This Agreement is governed by South African law.
Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated as having not been written (i.e. pro non scripto) and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Communication, Amendments and Notices
Any notice, consent, approval or other communication in connection with this Agreement (“Notice”) will be in writing in English.
Each Party chooses the email address corresponding to its name below as the address to which any Notice must be sent.
INBYEX:
Email Address: angel@homecomingrevolution.com
Attention: Ms. A. Jones
Expert: expert email address used to sign up
Any Party may by Notice to the other Party change its address and/or the person, if any, for whose attention any Notice must be marked.
Any Notice takes effect when received by the recipient (or on any later date specified in the Notice) and, unless the contrary is proved, is deemed to be received:
on the day of delivery, if delivered by hand to a responsible person at the recipient’s physical address;
on the date of transmission, if sent by email to the recipient’s email address; and
in each case if delivery is not on a business day, or is after ordinary business hours on a business day, the Notice is deemed to be received on the business day after the date of delivery.
Despite anything to the contrary in this Agreement, a Notice actually received by a Party is effective even though it was not sent, or delivered, or sent and delivered to its address.
This Agreement contains all the express provisions agreed on by the Parties with regard to the subject matter of this Agreement and the Parties waive the right to rely on any alleged express provision not contained in this Agreement, unless these changes are in writing and signed by both IBE and the Expert.
No contract varying, adding to, deleting from or cancelling this Agreement, and no waiver of any right under this Agreement, shall be effective unless reduced to writing and signed by or on behalf of the Parties.
Data Privacy
Each Party shall comply with all applicable data privacy laws and regulations governing the protection of personal data in relation to their respective performance/s under this Agreement.
To the extent that you receive personal information of any Client, you agree and warrant that you will at all times comply with all applicable data and privacy protection laws (including without limitation, the South African Protection of Personal Information Act, 2013 and the European Union’s General Data Protection Regulation 2016/679) and that you will not process any such personal information other than for the purposes of rendering the services in terms of this Agreement.
Annexure on handling confidential information
Interpretation
Consultation meetings between you and the Client could require the disclosure by either Party to the other information of a proprietary, secret or confidential nature.
“Confidential Information” means all information or data contained in whatever form (whether oral, written, electronic and/or in visual form) relating to the Disclosing Party, which by its nature or content is identifiable and/or described as confidential and/or proprietary in nature, including without limitation, any;
Technical, scientific, commercial, business, financial or market information, know-how and/or trade secrets of Disclosing Party and/or its associated companies;
Data concerning business relationships, especially Client names, prices and costs, samples, devices, demonstrations, processes or machinery of Disclosing Party and/or its associated companies;
Designs, drawings and technical specifications;
“Disclosing Party” means the Party disclosing Confidential Information to the other Party.
“Receiving Party” means the Party receiving the other Party’s Confidential Information.
Excluded information
The obligations of the Receiving Party pursuant to these terms and conditions shall not apply to any information that:
Is or becomes publicly known, otherwise than pursuant to a breach of these terms and conditions by the Receiving Party;
Is disclosed by the Receiving Party to satisfy the order of a court of competent jurisdiction or to comply with the provisions of any law or regulations in force from time to time, provided that in these circumstances, the Receiving Party shall advise the Disclosing Party in writing 7 days prior to such disclosure to enable the Disclosing Party to take whatever steps it deems necessary to protect its interest in this regard; provided further that the Receiving Party will disclose only that portion of the information which it is legally required to disclose and the Receiving Party will use its reasonable endeavors to protect the confidentiality of such information to the widest extent possible in the circumstances;
Is disclosed to a Third Party pursuant to the prior written authorization from Disclosing Party;
Is received by the Receiving Party in good faith from a Third Party in circumstances that do not amount to a breach of the provisions of these terms and conditions or to a breach by the Third Party of any undertaking it may have made to Disclosing Party in relation to such Confidential Information.
That either Party can demonstrate is already known to it before being disclosed under this Agreement.
By making use of this site and booking a consultation you agree to these terms and conditions
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Johannesburg, South Africa, 2196
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