Payment, Fees & Termination

Subscription fees, payment terms, escalation rates, and termination conditions

01

Fees and payment
(T&C Clause 8)

8.1 Fees

The parties agree the fees for any Services in the relevant proposal.

8.2 Payments due

Payment of all amounts due and owing to BEE123 under this agreement will, unless otherwise indicated in a proposal, be made:

timeously and in full, without any deduction, set off or demand and free of exchange and bank charges in the currency specified in the proposal;

upon presentation of BEE123's invoice; and

annually in advance for the BEE123 SaaS and Consulting Services before the commencement of the subscription period and before each anniversary thereafter during its term.

8.3 No access before fees are paid

BEE123 will not provide Client with Services or access to the BEE123 Portal until Client has paid the fees.

8.4 Fees are non-refundable

Client acknowledges that BEE123's fee structure is designed to offer Client the best possible value. BEE123 invests significantly in setting up Client's Services at the start of Client's subscription. BEE123 distributes these costs over Client's subscription period to make Client's fees more affordable. This enables BEE123 to maintain fair and consistent pricing for all its clients. As a result, fees paid in advance for any subscription period (or part) are not refundable, save in the event that Client terminates this agreement as a result of BEE123's proven material breach or unless otherwise indicated in a proposal.

8.5 Manner of payment

Client must make payment in the manner specified in the relevant proposal.

8.6 BEE123's bank details

It is Client's responsibility to ensure that payments to BEE123 are paid into BEE123's bank account. BEE123 will never notify Client of any changes to BEE123's bank details via email, telephone, or a purported bank stamped document and Client must consider any such request to be fraudulent and report it to Client's regular contact at BEE123. Client should not rely on bank details it receives on BEE123's invoices as it is possible for these to be intercepted and falsified. In the rare event that BEE123 does wish to change its bank details, it will only do so on 30 days prior written notice to Client through a secure method signed by an authorised representative of BEE123's executive. Client must ensure that its finance function responsible for payments is aware of the information contained in this clause.

8.7 Verification of bank details

Client must follow any steps BEE123 provides for Client to verify BEE123's bank details before payment is made.

8.8 Late payments

Any additional surcharges and penalties specified will apply to any payment received after the due date to cover collection fees and additional administration costs. Client must pay the surcharges and penalties to BEE123 on-demand. Without prejudice to any other right or remedy BEE123 may have, BEE123 may, in accordance with clause 17.1suspension, suspend Client's access to and use of the BEE123 Portal and Services as BEE123, in its reasonable discretion, may decide until Client has paid all amounts in arrears.

8.9 Interest on overdue amounts

To the extent permitted by applicable law, BEE123 may charge Client interest for overdue amounts within BEE123's reasonable discretion. If Client does not pay the overdue amounts within 14 days of receiving written notice from BEE123 to do so, any amount not paid by Client on the date of the statement of outstanding invoices will bear interest for BEE123's benefit, from the due date until the date Client pays it, both days inclusive, compounded monthly in arrears. The rate of interest will be at a rate of two percent per annum above the prime overdraft rate of BEE123's bankers published from time to time. A letter signed by a general, branch or other bank manager setting out their rate will be proof of the rate. Interest will be payable on a claim for damages from when the damages were suffered.

8.10 Appropriation

BEE123 may use any money Client pays BEE123 to settle Client's indebtedness under the agreement.

8.11 Withhold payment

Client may not withhold or set off payment of any amount due to BEE123 for any reason.

8.12 Certificate

A certificate, signed by an accountant appointed by BEE123, of the amount due by Client and the date on which it is payable will be proof of the correctness of the certificate's contents and the amount that Client must pay pending Client providing evidence that such an amount is not due.

8.13 Tax

All fees exclude any tax (unless indicated otherwise). Client will be liable to pay applicable taxes in addition to the fees.

8.14 Fee escalation

The fees will be escalated automatically by the escalation rate on each anniversary of the then-current subscription period.

8.15 New or additional services

Fees for new or additional services are subject to change upon 30 days' written notice from BEE123. BEE123 may provide such notice at any time by email or, where applicable, posting the changes to the BEE123 Portal.

8.16 Payment profile

Client (and any signatory) consents and agrees that BEE123 may provide any registered credit bureau with information about the payment of amounts.

8.17 Reimburse costs

If BEE123 suspends the service due to Client's non-payment, Client will pay BEE123 the reasonable costs BEE123 incurred (including redeployment, travel and associated expenses) in remobilising BEE123's personnel affected by the agreement and recommencing the Services.

02

Breach and termination
(T&C Clause 20)

20.1 Suspension

BEE123 may, in its reasonable discretion:

20.1.1  immediately suspend Client's right to use the Services if:

(i) Client tries to gain unauthorised access to them;

(ii) BEE123 decides that Client's use poses a security threat to BEE123 or another user other than Client;

(iii) there is evidence of fraud on Client's account;

(iv) BEE123 believes Client is using them for an illegal purpose or in a way that infringes a third party's rights; or

(v) any other reason that BEE123 determines as worthy of immediate suspension; and

20.1.2  on seven days written notice to Client, suspend Client's right to use the Services if Client:

(i) provides false, inaccurate, outdated, incomplete or inappropriate information, Client Data, or user details;

(ii) defaults on the payment of any amount due to BEE123 under this agreement;

(iii) makes any attempt to defraud BEE123, other clients, or users or to make untrue, defamatory or malicious comments about BEE123, other clients, or users; or

(iv) commits any breach of this agreement or any applicable law or regulations; and

(v) Client has not managed to correct or remedy its breach to BEE123's satisfaction within that period.

20.2 Termination for breach

If a party does not fix any breach of this agreement (failure to comply with it) within 14 days of receiving written notice from the other party to do so, the other party may, without prejudice to any of its rights:

claim specific performance of this agreement (make the party comply with this agreement); or

in the event the breach is material, immediately cancel this agreement in writing; and

claim proven damages from the other party, including any claim for any fees already due.

20.3 Immediate termination in other circumstances

Either party may immediately end this agreement at any time by giving the other notice in writing if:

the other is insolvent (bankrupt), or has some legal disability, for example, if they are placed under administration;

the other takes steps to deregister itself (close down) or is deregistered;

the other makes any settlement or arrangement with its creditors;

the other fails to pay a court proposal against it (does not satisfy a writ of execution) for more than one million rand (or equivalent), within 21 days;

anything analogous to the foregoing occurs in any applicable jurisdiction, which is not dismissed in 21 days;

termination is necessary to comply with any applicable law or government instruction; or

the parties agree.

20.4 Severability

This clause is separate and divisible from the rest of this agreement and remains effective even if this agreement ends or is invalid.

03

Account suspension
(T&C Clause 21)

21.1 Non-payment

BEE123 may, without prejudice to any other right or remedy BEE123 may have, and in accordance with the Terms of Service's Breach and termination clause 20, suspend Client's access to and use of the BEE123 Portal and the Services as BEE123, in its reasonable discretion, decides until Client has paid all payments in arrears in full.

21.2 Misuse and reporting

BEE123 may, in accordance with the Terms of Service's breach and termination clause, suspend or terminate Client's access to the BEE123 Portal if it suspects misuse or a breach of this agreement. BEE123 may report any misuse to relevant authorities. BEE123 further reserves the right to disclose any evidence it has that relates directly or indirectly to misuse.

04

Effect of termination
(T&C Clause 22)

22.1 Access to Client Data

Subject to clause 22.2 and clause 22.3, upon termination, cancellation, or expiry of this agreement, BEE123 will stop Client's (and its end users) access to and use of the BEE123 Portal and Services. Client acknowledges that it may no longer be able to access its Client Data via the BEE123 Portal from this time.

22.2 Post termination access

If this agreement terminates and Client notifies BEE123 within 30 days that it requires further access to its Client Data, BEE123 may provide Client with access to the BEE123 Portal for a period of five business days in order that it may access, copy, and print out its Client Data, subject to the following:

it is possible that BEE123 may have deleted Client Data, in which case it will not be able to provide access to Client;

BEE123 may charge Client a reasonable fee for providing it with access to its Client Data; and

if Client's account remains in arrears for 90 days, BEE123 may have deleted Client's account and its Client Data along with it.

22.3 Deletion of Client Data

Despite clause 22.2, if BEE123 terminates this agreement in accordance with clauses 17.2 and 20.3, BEE123 may irretrievably delete Client Data from the effective date of termination. In accordance with clause 4.9, Client is responsible for making regular backups of Client Data.

22.4 Amounts due to BEE123 become due and payable

On termination, cancellation, or expiry of this agreement, all amounts due to BEE123 for Services rendered before termination will become due and payable even if BEE123 has not yet invoiced them. Client may not withhold the amounts for any reason, unless an arbitrator directs otherwise.

22.5 Post termination assistance

Following termination, Client may take advantage of any post-termination assistance that BEE123 may generally make available (such as data retrieval arrangements). BEE123 may provide Client with post-termination assistance, but BEE123 will not be under an obligation to do so. Client's right to take advantage of any post-termination assistance will depend on Client's acceptance of and compliance with any fees, conditions or terms that BEE123 may impose for such assistance.

22.6 No expectation

Client acknowledges and confirms that no expectation has been created by anyone, by the agreement or any other agreement, entitling Client or BEE123 to expect the renewal or extension of the term of any agreement.

22.7 Severability

This clause is separate and divisible from the rest of this agreement and remains effective even if this agreement ends or is invalid.

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BEE a Leader is a three-part executive transformation leadership series for Financial Services institutions operating under the FSC.

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Benchmark → Strategy → Return on Investment (ROI)

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