Terms & Conditions

DEFINITIONS AND INTERPRETATION

  • Words and phrases shall bear the meaning assigned to them in this 1.1 unless the context provides otherwise
    • “CLIENT”means a person or company duly incorporated in terms of the laws of South Africa who has purchased a design package from the consultant.
    • “CONTRACT”means an agreement entered into between the client and a contractor for the execution of the project or part thereof;
    • “CONTRACTOR” means the entity or entities entering into between contract(s) with client for the execution of the project or part thereof;
    • “CONSULTANT” means VORTEX DESIGN SOLUTIONS, a company duly incorporated in terms of terms of the company laws of South Africa, whose registered address is situated at (BUSINESS ADDRESS), and for purpose of serving any legal notices, the CONSULTANT chooses such address as its domicilium citandi executandi;
    • “PROJECT”means the construction, fit out, furnishing and operational preparation of the schedule of the single premises in question at the time of purchase.
    • “SERVICES”means the duties and responsibilities of the consultant as set out in the schedule of appointment attached hereto as the package purchased;
    • “WORKS”means all work executed or intended to be executed according to a
    • All monetary amounts exclude VAT, which VAT shall be added to any amounts which become due and payable.
  • DURATION OF AGREEMENT
    • The agreement shall be effective from the date of purchase and shall be deemed to have been discharged by performance when the consultant has completed the services and has received full payment of fees and disbursements.
  • CLIENT’S OBLIGATIONS
    • The client including any other consultants or party acting on the client’s behalf shall accurately and timeously specify their requirements and provide information, decisions and instructions to the
    • The client shall pay all costs and legal charges levied by any local or other authorities having jurisdiction regarding the execution of the
  • CONSULTANT’S OBLIGATIONS
    • The consultant shall execute the services as set out in the package purchased.
    • The consultant shall exercise reasonable professional skill, care and diligence in the performance of his/her obligations in terms of this
    • Where the services assigned to the consultant include the obligation to certify or to exercise discretion or quasi-arbitrational functions in carrying out the services, the consultant shall be obliged to exercise such obligations, discretions and functions in an independent professional manner acting with reasonable skill, care and diligence with regard to all interests involved.
    • The consultant shall not make any material alteration, or addition to, or omission from the approved design, budget or programme without the consent of the client except when required to do so by any applicable law or when arising from an emergency. The consultant shall notify the client as soon as practicable of the action taken.
    • The consultant agrees that the client is relieved of its liabilities in terms of section 37(1) of the Occupational Health and Safety Act, with regard to the consultant and all third party suppliers that have been appointed by the consultant to provide the services, to the extent permitted by the said Act.
  • LIMIT OF CONSULTANT’S LIABILITY
    • The consultant shall not be liable for the following:
      • Acts or omissions of other consultants;
      • Any material, component, system or workmanship failing to perform according to the claims of the manufacturers, suppliers, contractors or subcontractors;
      • Failure by the contractor or the client to perform in terms of any control;
      • Any reasonable deviations from any estimates of costs and/or budgets;
      • Delays due to causes outside of the consultant’s control;
      • Acts or omissions of third parties
    • The maximum amount of compensation payable by the consultant to the client in respect of liability is limited to the amount of fees originally payable by the client to the consultant less 30%.
  • PROFESSIONAL INDEMNITY INSURANCE
    • The Consultant shall obtain and maintain professional indemnity insurance reasonably sufficient to cover any liabilities that it may incur as a result of breach of its obligations in terms of this agreement and shall on request by the client, provide a certificate of proof of such insurance.
  • PROFESSIONAL FEES
    • The Client agrees to pay the consultant such professional fees as stated in the package purchased.
  • THIRD PARTY SERVICES
    • The consultant shall appoint and remunerate any third party rendering services to the
    • The client shall reimburse the consultant for all expenses in respect of fees and costs incurred on behalf of and with the approval of the
  • DISBURSEMENTS
    • Unless otherwise stated in the schedule, the client shall in addition to the professional fees payable, reimburse the consultant for the following expenses incurred for the project if they exceed the total quantity allowed in the package purchased:
      • Accommodation, subsistence and travelling, including kilometer allowances at current recognized rates for the use of vehicles;
      • Other expenses as stated in the package purchased.
    • Unless otherwise stated in Annexure A reimbursements shall be made monthly upon proof by the consultant that such expenses were incurred.
  • ADJUSTMENT OF PROFESSIONAL FEES AND DISBURSEMENTS
    • The client and the consultant acknowledge and agree that the professional fees and disbursements are based on the scope of the project as set out in the package purchased.
    • Should any material variation to the parameters set out in the package purchased occur, professional fees and disbursements shall be charged accordingly
  • ASSIGNMENT
    • Neither the client nor the consultant shall assign obligations under this agreement without the written consent of the other
  • CONFIDENTIALITY AND COPYRIGHT
    • Both parties shall keep all information obtained by them in the context of this agreement without confidential and shall not divulge it without the prior written approval of the other
    • The consultant retains copyright of all documents and/or designs prepared by the consultant for the The Client has the right to the use and the benefit of the documentation produced for the sole purpose of its intended use on the project subject to compliance with the terms and conditions of this
    • The client is entitled to all data and factual information collected by the consultant and paid for by the client
  • CANCELLATION AND SUSPENSION
    • Either party shall be entitled to cancel this agreement should the other party breach a material term of this agreement and provided written notice of such breach had been given demanding that the breach be remedied within three (3) days written notice, the defaulting party remains in breach
    • The client may, without prejudice to its right to cancel, suspend the whole or part of the Prior to such suspension the client shall give the consultant three (3) days written notice to suspend and to make arrangements to stop the services and to minimize further expenditure.
    • The client may at any time reinstitute the services that suspend in terms of 14.2 or terminate the agreement.
    • The consultant may, without prejudice to its right to cancel, suspend the whole or part of the services in event where:
      • The client has failed to pay any invoice of the consultant on due date, or
      • Services have been suspended under 14.2 and the period of suspension has exceeded six (6) months, or it is evident to the consultant that will be unlikely or impractical to resume the suspended services before the period of suspension has exceeded six (6) months, or
      • The consultant has given the client notice of a material breach in terms of 13.1.
    • Should the client cancel or suspend this agreement, then:
      • The consultant shall be paid for services rendered on a quantum meruit basis, and
      • Other than in the case of a breach by the consultant in terms of 13.1, the consultant shall in addition to the fee calculated in terms of 13.5.1, be paid a surcharge of ten percent (10%) of the remaining fee which would have been payable had the services been rendered in full in terms of this
    • Should either party be prevented by a cause beyond its control from performing its obligations in terms of this agreement, it may cancel or suspend this agreement without prejudice to the accrued rights the parties have against one another.
  • RESOLUTION OF DISPUTES
    • Should any dispute arise between the  parties, then either party may declare a dispute by delivering notice of the details thereof to the other party, which dispute shall be referred to the appropriate executive of each party for resolution within seven (7) working days.
    • If such attempt fails to resolve the dispute, then either party may refer the dispute to arbitration
    • The award made by the arbitrator shall be final and binding.
    • The costs of arbitration shall initially be borne equally by the parties until such time as the arbitrator shall deliver his award and therein determine that the guilty party shall be responsible for the costs of arbitration, in which case the innocent party shall be entitled to a refund of any costs expended in relation to the arbitration.
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