INDEPENDENT SERVICE AGREEMENT
APPOINTMENT AS INDEPENDENT SERVICE PROVIDER
AGREEMENT MADE AND ENTERED INTO BY AND BETWEEN: –
ULTRA VISION BRAND ACTIVATORS
(“Company”)
(“hereinafter referred to as UVBA”)
(Reg. No.2015/106480/07)
INDEPENDENT SERVICE PROVIDER
(“hereinafter referred to as the Service Provider”)
THE PARTIES AGREE AS FOLLOWS: –
1. DEFINITIONS
1.1.In this Agreement, unless inconsistent with or otherwise indicated by the context, the words and phrases set out below will have the following meanings: –
1.1.1 “Agreement” means this agreement, any addendums attached and/or any annexures attached hereto;
1.1.2. “Board” means the Board of Directors of the Company or Holding Company from time to time;
1.1.3. “Business Day” means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa, recognised as such in terms of the Public Holiday Act, 1994 (Act No. 36 of 1994) as amended;
1.1.4. “Client” means any client or prospect, past or present, of the Company and/or Group to whom the Service Provider has provided deliverables since inception of his/her engagement with the Company and/or Group, and to whom the Service Provider is presently providing deliverables. This definition shall also extend to subsidiary entities listed under the Company;
1.1.5. “Competitive Activity” means any activity which is the same or similar to that of the business;
1.1.6. “Services” means the tasks and/or products and/or services delivered by the Service Provider as set out at inception of appointment.
1.1.7. “Dominant Impression Test” means the common law “Dominant Impression Test” that must be applied to determine whether a worker is an independent contractor or an employee, as set out in the South African Revenue Service Interpretation Note No. 17 (Issue 2), issued on 9 January 2008.
1.1.8. “Effective Date”, means the date in which the agreement commences;
1.1.9. “UVBA” means the Company, affiliates, associates or subsidiaries of the Company and/or Holding Company;
1.1.10. “UVBA” a private company registered and incorporated as such in terms of the company laws of the Republic of South Africa with registration number:2015/106480/07
1.1.11. “Intellectual Property” includes, inter alia but is not limited to, methodologies, products, materials, processes, systems, data, designs, strategies, plans, know-how, specifications, programmes, improvements, client lists (current and prospective), discoveries, trade-marks, copyrights, goodwill, patents, and all other identical or similar intellectual property as may exist anywhere in the world and any application for registration of such intellectual property;
1.1.12. “Service Provider” means FULL NAME, with ID Number
1.1.13. “Services Provider”, means any company or close corporation or an individual, where any service rendered in exchange for payment.
1.1.13.1. such person would be regarded as an independent contractor an of such client if such service was rendered by such person directly to such client, other than on behalf of such company; or
1.1.13.2. where those duties must be performed mainly at the premises of the client, such person or such company or close corporation is subject to the control or supervision of such client as to the manner in which the duties are performed or are to be performed in rendering such service; or
1.1.14. “Trade Secrets” means any information of the Company (including but not limited to technical or non-technical data, formula, a pattern, a compilation, a programme, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual or potential clients) which the Company and/or Group derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means, by other parties who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
1.1.15. “Promoter” in this Agreement means a generic term for a Brand Activator/ Model/ Office Clerk/Hostess/ and any other capacity in which the Promoter represents the Company
1.1.16. “Signature” means the date of signature of this agreement by the last-signing party.
1.1.17. “Termination Date” means the date of termination of this agreement for whatever reason.
1.2. Words importing any one gender shall include the other gender; the singular include the plural and vice versa; and natural persons include created entities (corporate or unincorporated) and vice versa.
2. APPOINTMENT
2.1 The Company hereby appoints the Service Provider as an independent contractor to render the Services for and on behalf of the Company.
2.2 The job title of the independent contractor in terms of this agreement is called a Promoter, who will provide services including but not limited to representing the Company and any ancillary function flowing therefrom.
3.2 The terms and conditions of this agreement shall apply, with the necessary changes, to all Promotions attended to by the Promoter.
4.2 It is expressly agreed that Company and the Service Provider do not have an employment relationship as defined in the Basic Conditions of Employment Act, Act number 75 of 1997, as amended, and subsequently that this agreement shall not be construed as a contract of employment.
5.2 For avoidance of doubt, no contractual relationship shall be created directly between any Client and the Service Provider and the Company is responsible for the conduct of the Service Provider in rendering the Services.
3. COMMENCEMENT & DURATION
3.1 This agreement shall commence on the Signature Date and may be terminated by Promoter on two
(2) weeks’ notice, which notice must be given in writing.
3.2 In the event that the Client terminates its business relationship and/or business agreement with the Company for whatsoever reason, prior to the termination date, the Company may terminate this agreement within three (3) hours’ notice, without any explanation.
3.3 In the instance that the Promoter is booked for a Promotion, such Promoter may not terminate this agreement until such activation has been serviced.
4. SCOPE OF WORK
4.1 The Service Provider is engaged to complete the deliverables as set out by the Client and the Company in accordance to the project(s).
5. DUTIES OF THE SERVICE PROVIDER
5.1 Exercise the utmost good faith towards the Company in the carrying out of its obligations hereunder;
5.2 Notify the Company of her/his inability to make a booking 48 hours in advance of the Promotion date;
5.3 Arrive at least 30 minutes before an activation is due to start and, in the event, that he/she is late such promoter’s remuneration shall be pro rata reduced;
5.4 Not appoint anyone else to attend to a promotion in his/her stead without prior consent from the Company. Promoter must bring forward a replacement in the case non-attendance, which needs to first be authorised by the respective activation manager;
5.5 Ensure his/her own transport to and from an activation;
5.6 Ensure timeous submission of any claims to the Company with proof of purchase where necessary;
5.7 not represent himself/herself as the representative of the Company without prior consent on any legally binding agreement;
5.8 Not use any of the Company’s intellectual property;
5.9 Whenever they have been booked, any confirmation communicated in any form, including but not limited to verbal confirmation, WhatsApp, e-mail, sms or other electronic media platform will be binding and all rules relating to cancellation of a booking shall be applicable;
5.10 Not engage in any illegal or unethical conduct of any sort or any action which can be seen as illegal or unethical, during his/her course of work.
5.11 Limit its contact with the client to professional contact and any requests that would place the Company in disrepute, including but not limited to a request for donations, gifts and/or transportation which does not from part of the Service agreement from the Client shall be prohibited.
6. SERVICE FEES AND PAYMENTS
6.1 The Service Provider shall be paid a service fee for completion of the deliverables and at such intervals as applicable.
6.2 The Service Provider will be paid on a project basis, with the rate and duration of each project and as attached on Annexure “A”
6.3 The Service Provider shall render timesheets, banking details and full particulars of the Service Provider, as required by the Company from time to time to enable the Company to process payment for performance of the deliverables.
6.4 If applicable, the Service Provider is liable to declare their own taxes with the South African Revenue Services & Unemployment insurance funds with Department of Labour.
7. INDEMNITY
7.1 The Service Provider hereby indemnifies the Company against any loss or damages of whatsoever nature arising from the Service Provider’s activities in completion of the Deliverables and the Service Provider acknowledges that he/she shall be liable for such loss or damages as referred to above whether on location at the Client or at the Company.
7.2 The Service Provider hereby indemnifies the Company against any loss, damages or liability of whatsoever nature arising from the Service Provider’s failure to comply with the relevant labour legislation.
8. THE SERVICE PROVIDER CONSENT
8.1 The service provider hereby grants the Company full authority to use his/her images for purposes related to the business of the Company, including and not limited to the marketing of the Company in any form, tendering and sharing with the Client. No payment of royalties.
8.2 In the event that the service provider is contracted as a model, their pictures may be used without their prior written consent without payment of any royalties.
9. RESTRAINT
1. The Company considers it essential to protect the Company interests and consequently you are precluded from carrying on certain activities, which would be harmful to the Business of the Company. This is necessary as: –
9.2 In the course of the Service Provider’s service with the Company, the Service Provider will become intimately concerned with the Business and affairs of the Company and;
9.3 By reason of the Service Provider’s association with the Company, the Service Provider will acquire considerable knowledge and know-how relating to the Company and its businesses, connections of the Company and names of Business connections of the Company.
10. CONFIDENTIALITY
10.1 The Service Provider, by virtue of association with the Company will have access, directly or indirectly, to material and information confidential to the Company, and its stakeholders, be it of a strategic, operational, financial or corporate nature.
10.2 During the Service Provider’s service with the Company and thereafter, the Service Provider shall not make use of, divulge to any person, either directly or indirectly, any trade secret or any other confidential information concerning the business or affairs of the Company and its Clients, which may have come to the knowledge during the contract period of rendering a service in terms of this agreement. The confidential information shall be deemed to include, but shall not be limited to: trade secrets, products, new developments, business methods and systems, techniques, discoveries,
inventions, devices, improvements, machines, processes, identity of clients and customers, client lists (current and prospective clients) and their requirements, supplier’s lists, marketing information, financial information, computer programs and software, technical know-how and data, strategies, plans, contractual arrangements with clients and other business associates , designs and other matters which relate to the business of the Company in respect of which information is not readily available in the ordinary course of the business to a competitor of the Company.
10.3 The Service Provider may not utilise either for his own benefit or on behalf of any third party, any such information for personal or financial gain.
10.4 The Service Provider may not discuss or disclose to any other person information regarding the Service Provider’s rates or the remuneration, rates and/or allowances of other service providers and/or sub-contractors and/or employees of the Company.
10.5 In the event of the Service Provider being unsure as to whether any information is confidential, the Service Provider shall in writing request a written ruling from the Company and shall abide by the ruling made by an authorised person from the Company.
10.6 The Service Provider undertakes that in the event of the Service Provider at any stage becoming aware of any improper disclosure, the Service Provider will immediately bring the matter to the attention of the Company.
10.7 The obligations in this clause will survive the termination of this agreement and the Service Provider shall at no time thereafter disclose any such information until that information has become public knowledge as a result of deliberate disclosure by the Company; such an onus shall rest on the Service Provider to demonstrate that such information has become public knowledge.
11. SAFETY AND SECURITY
11.1 The Service Provider agrees to abide by the Company’s security rules and regulations, to behave at all times in such a manner, so as to be above suspicion, and not to discredit or prejudice the relationship between themselves and the Company, or between the Company and the Client. Any breach of this clause may leave to the immediate termination of this agreement.
11.2 The Service Provider shall wear any security identity card which the Company and/or the Client may issue, at all times on entering, leaving or being on the premises of the Company and/or the Client.
11.3 The Service Provider agrees to obey all safety rules and regulations at the Company and/or the Client premises, to wear any safety equipment provided and to behave in a manner that does not endanger their or other’s safety. The Service Provider agrees to participate in all or any safety programmes initiated by the Company and/or their Client.
12. BREACH
12.1 In the event of either party (“the Defaulting Party”) committing any breach of this agreement, and failing to remedy such breach within 7 (seven) days of date of written notice given by the other party (“the Aggrieved Party”) to the defaulting party, the aggrieved party shall without prejudice to any other rights which it may have either in terms of this agreement or at law be entitled:-
12.1.1 to enforce the terms of this agreement; or
12.1.2 to cancel this agreement; and
12.1.3 in either event to claim such damages from the Defaulting Party as it may have sustained by reason of such breach.
13. GENERAL
13.1 No amendment of or addition to this agreement, including this clause 14.1, or any consensual cancellation thereof or any part thereof shall be binding on the parties unless reduced to a written document and signed by both parties.
13.2 No relaxation or indulgence, which the Company may show to the Service Provider, shall in any way prejudice the Company or be deemed to be a waiver of its rights, nor shall such relaxation or indulgence preclude or stop the Company from exercising its rights in terms of this agreement in respect of any further breach.
13.3 This Agreement constitutes the entire agreement between the parties and no warranties or representation, whether express or implied, have been given or made by the Company to the Service Provider, other than stated herein.
13.4 Each paragraph or clause in this agreement is severable the one from the other and if any paragraph or clause is found by any competent court to be defective or unenforceable for any reason whatsoever, the remaining paragraphs or clauses shall be of full force and effect and continue to be of full force and effect.
14. DOMICILIUM
14.1 The parties choose as their respective domicilium citandi et executandi (“Domicilium”) for the purposes of any notice or for the service of any documents or notices or legal process, the addresses mentioned hereunder : –
14.1.1 The Company: info@uvba.co.za
14.2 Any party hereto shall be entitled to change its Domicilium from time to time, provided that any new Domicilium selected by it shall be an address other than a box number in the Republic of South Africa, and any such change shall only be effective upon receipt of notice in writing by the other party of such change.
14.3 All notices, demands, communications or payments intended for any party shall be made or given at such party’s Domicilium for the time being.
14.4 A notice sent by one party to another party shall be deemed to have been received:-
14.4.1 on the same day, if delivered by hand;
14.4.2 on the same day, if sent by facsimile and confirmed by a fax transmission report.
14.5 Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a party shall be adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen Domicilium.info
