Entire Contract

I. These Terms of Business are the standard terms on which Grayston Elliot (Pty) Ltd provides tax advice and related services to clients. All work carried out is subject to these terms except to the extent that changes are expressly agreed to in writing. You do not need to sign any formal documentation indicating your acceptance to these Terms of Business, and your acceptance will be assumed from your continuing to engage us. These Terms of Business will, unless otherwise expressly agreed to in writing, constitute the entire agreement (the “Contract”) between the company, trust or individual (and any other legal entities) to whom services are rendered (“Company” or ”you”) and Grayston Elliot (Pty) Ltd (referred to as “we”, ”us”, “our”) regarding such services.

Responsibilities of the Company

2. You acknowledge that you retain all responsibilities related to judgements and decisions regarding your business, financial and tax affairs and for the contents of all correspondence and returns we submit on your behalf in respect thereof. Accordingly we will not exercise any such authority on your behalf nor will we authorise, execute or consummate any transactions on your behalf. All correspondence, other than that of a routine nature and all returns, will be forwarded to you for review and approval prior to submission to taxing authorities or other third parties.

3. We request that you disclose timeously, fully and accurately all information required or reasonably relevant for completing all assignments and that you bring to our attention any matters that you are uncertain about. You agree that, on request, officials of the Company will provide us with appropriate assistance to enable us to fulfil our responsibilities.

Our Responsibilities

4. We are bound by the Code of Professional Conduct of the South African Institute of Tax Practitioners and will act in accordance therewith in carrying out any work.

5. We are committed to provide you at all times with the highest quality of services to meet your needs. If at any time you believe that our services could be improved, or if you are dissatisfied with any aspect thereof, we request you to raise the matter immediately with the director responsible for the relevant engagement or with the director in charge of the office rendering the services. In this way we will ensure that your concerns are dealt with properly and promptly.

6. Unless specifically instructed by you and agreed to by us, we will not be responsible for the implementation or ongoing monitoring of any tax structures or arrangements in respect of which we may have advised you. Some matters on which we may be asked to advise you may have taxation implications for other parties, for which we will have no responsibility unless specifically instructed by you and agreed to by us.

7. Although it may be necessary on occasion for us to examine, in our discretion, certain of your records, or information supplied to us, the information which will be included in your returns or upon which they will be based or which will be used by us for the provision of the services will be as supplied by you. Whilst we will take every care to ensure that this information is properly processed, in agreeing to assist you in this manner we do not assume any responsibility for the accuracy or completeness of the information provided to us.

Confidentiality

8. It is agreed that neither Grayston Elliot (Pty) Ltd nor the Company will disclose to any third party without the prior written consent of the other party any proprietary or confidential information which is received from the other party for the purposes of providing or receiving services in terms of this Contract. Each party agrees that any such information received from the other party shall be used only for the purposes of providing or receiving services in terms of this Contract. To the extent appropriate and as required by you we shall observe the privilege rules applicable to our directors or employees.

9. However, the aforegoing shall not preclude:
(i) us from using techniques, ideas, and other know-how gained during the performance of your assignments in the furtherance of other client work, and our practice generally, provided that this does not result in a disclosure of confidential information or an infringement of any intellectual property rights;

(ii) our partners, directors, employees or agents, from taking such steps as are necessary or desirable to comply with the professional or ethical rules or guidelines of any relevant professional body of which such person may be or become a member; and/or

(iii) either you or Grayston Elliot (Pty) Ltd from disclosing any such data to our respective insurers or advisors, or to a third party to the extent that this is required by law.

10. Paragraph 9 shall not preclude us from citing the performance of our services to you, to our clients and prospective clients as an indication of our experience.

Fees and payment

11. Our fees are based upon the degree of skill and responsibility involved and the time necessarily spent on your affairs by our directors and staff. Out-of-pocket expenses incurred by us in connection with your affairs will be charged to you separately in addition to the fee, as disbursements.

12. Fee notes for services rendered will be issued on a regular basis as the work is conducted. In particular, our fees will be billed when a particular item of work is completed, or on an interim basis as the work progresses where we consider this to be more appropriate.

13. Our fee notes are payable on presentation and will be issued in the name of, and will be due to, Grayston Elliot (Pty) Ltd.

14. If you prefer to be invoiced on a monthly or more regular basis, or require a fee estimate for any specific services to be rendered, please advise us accordingly. Any fee estimates will be exclusive of VAT, which will be charged at the relevant rate in addition to the fee estimates provided.

Opinions and advice

15. In written opinions, reports and other documents we will set out our understanding of the nature and extent of the assignment and the relevant background information on which we will base our advice and opinions. If such information is incorrect or inaccurate you should advise us accordingly as soon as possible as this may affect our advice.

16. Any draft reports or letters which we might provide to you will not constitute our definitive opinion and conclusions which will be contained solely in the final written product.

17. Where requested to do so we will answer enquiries over the telephone or in meetings, on an informal basis. As this may involve immediate answers to complicated problems for which we may not have received full and accurate information, we shall have no liability to you for any answers provided immediately. You should neither act nor refrain from acting on the basis of such answers unless they are confirmed in writing by us, which we will gladly do if so requested by you.

18. Our opinions and advice· will be based on our knowledge, understanding and interpretation of the law and practice in existence on the date on which the advice is provided, as applied to the information supplied by you. It must however be appreciated that law and practices and interpretation thereof, on which our advice is based, are likely to change over time. Such changes, which may take place before our advice is acted upon or may be retrospective in effect, may impact on the advice given and the outcome of the transactions or situations analysed. You are cautioned to keep abreast of such developments and are most welcome to consult us again for this purpose or to request us to review previous opinions or advice given. We accept no responsibility for any such changes in the law or practice, or in interpretations thereof occurring after the date of issue of the relevant opinion or advice.

19. You remain responsible for any commercial decisions which you make and regard must be had to the restrictions on the scope of our work and to the other factors, commercial or otherwise, of which you and your other advisers are, or should be, aware.

Disclaimers, limitations and indemnities

20. The maximum liability of Grayston Elliot (Pty) Ltd for all claims from whatsoever cause arising out of the services provided in connection with this Contract shall be limited to an amount equal to twice the assignment fees paid, for services provided in connection with the specific assignment concerned. This maximum liability shall be an aggregate liability for all claims from whatever source and howsoever arising, whether in contract, delict or otherwise.

21. Grayston Elliot (Pty) Ltd will not be liable to the Company or any assignee or third party claiming through or on behalf of the Company for any punitive damages whatsoever or for any consequential or other loss or damages beyond the maximum liability specified.

22. Any reports, letters, other advice or information (“the documentation”) provided will be supplied on the basis that they are for the sole use of the parties to whom they are addressed and exclusively for the purposes set out therein. No party other than those to whom they are addressed may rely upon this documentation for any purpose whatsoever and Grayston Elliot (Pty) Ltd accepts no third party claims for damages of any nature arising from this documentation and/or as a result of the Company communicating our advice to them. Copies may be made available to the addressee’s advisors provided that the documentation is to be used by them solely for the purposes stated therein and provided that they are made aware of the terms of this paragraph. It may not be made available or copied in whole or in part to any other party without our prior express written consent, so that we will have the opportunity to consider the context in which our advice is being used. Such consent will not unreasonably be withheld. This limitation will obviously not apply to the provision of the documentation as required by law. We retain any intellectual property rights in any such documentation including, without limitation, copyright.

23. Any claims, howsoever arising, must be commenced formally by service of court summons or process initiating arbitration proceedings within two years after the party bringing the claim becomes aware (or ought reasonably to have become aware) of the facts which give rise to the claim and, in any event regardless of the knowledge of the claimant, by no later than three years after the date of any alleged breach of contract, delictual act or other act or omission giving rise to a cause of action. This expressly overrides any statutory provision which would otherwise apply.

24. Grayston Elliot (Pty) Ltd shall not be liable for any loss, damages, costs or expenses directly or indirectly incurred as a result of information supplied by, or misrepresentations, negligent or dishonest acts or omissions on the part of the Company, its directors, employees or agents.

25. The Company indemnifies Grayston Elliot (Pty) Ltd and holds it harmless against all or any claims made against it by any party whatsoever in respect of any loss, damages, costs or expenses that exceed Grayston Elliot (Pty) Ltd’s maximum liability (as indicated in paragraph 20) or that are of the nature described in paragraphs 21, 22 and 24; and against the actual costs incurred by Grayston Elliot (Pty) Ltd in defending any such claims.

26. The exclusion of liability in the previous clauses shall not apply to the extent that any liability arises out of acts, omissions or misrepresentations which are in any case criminal, dishonest or fraudulent on the part of Grayston Elliot (Pty) Ltd directors, employees, or agents.

27. In determining the liability of Grayston Elliot (Pty) Ltd, a court or arbitrator shall limit such liability to that proportion of the loss or damage suffered by the Company which is ascribed to Grayston Elliot (Pty) Ltd by such court or arbitrator allocating a proportionate responsibility having regard to the contribution to the loss or damage in question of the Company or any other person based upon relative degrees of fault; it being a term of the Contract that the provisions of Section I of the Apportionment of Damages Act, No. 34 of 1956 will apply to all claims between Grayston Elliot (Pty) Ltd and the Company and that “breach of contract or gross negligence” and “damages” or “losses” as used herein shall be deemed to fall within the meanings of “fault” and “damage” as contained in Section 1 of the Apportionment of Damages Act, No. 34 of 1956. Grayston Elliot (Pty) Ltd’s liability to the Company shall in no circumstances exceed the lower of the amount determined by the application of the monetary limit based upon fees paid by you or the amount determined by the apportionment of responsibility, as the case may be.

28. For the purpose of paragraphs 20 to 27:
(i) “Grayston Elliot (Pty) Ltd” shall include Grayston Elliot (Pty) Ltd (South African registration number: 2012/2086649/07), its subsidiary and associated companies and entities, and their respective directors, employees, agents and subcontractors.

(ii) The “Company” shall include the party on whose behalf or on whose instruction the service was rendered and also any person or entity purporting to claim through or on behalf of the above.

29. Grayston Elliot (Pty) Ltd alone will be responsible for the provision of the services. By entering into this Contract you agree that you will not bring any claim in respect of or in connection with the services whether in contract, delict or otherwise, against any Grayston Elliot (Pty) Ltd entity other than Grayston Elliot (Pty) Ltd, or against any of the directors, partners or employees of Grayston Elliot (Pty) Ltd or any other Grayston Elliot (Pty) Ltd entity.

30. You agree to indemnify and hold harmless any Grayston Elliot (Pty) Ltd entity and their directors, partners, employees, agents or sub-contractors from any and all third-party claims, liabilities, costs, and expenses, including reasonable attorneys fees, arising from or relating to the services under this Contract, except to the extent finally determined to have resulted from acts, omissions, or misrepresentations which are in any case criminal, dishonest or fraudulent on the part of any director, employee or agent of any Grayston Elliot (Pty) Ltd entity, relating to such services.

Retention and processing of records

31. It is our normal policy to destroy client files after ten years. If you wish us to vary this policy in respect of your affairs please let us know in writing.

32. You consent to the collection, processing and/or further processing of your “personal information”, as such term is defined in the Protection of Personal Information Act, No. 4 of 2013, by us for the purposes of rendering services to you and in order to give effect to these Terms of Business.

33. We will only process your personal information in a manner that is adequate, relevant and not excessive in the applicable circumstances. We may use your personal information to inter alia communicate with you, meet our obligations/responsibilities to you, enhance your experience of our website and comply with applicable laws.

34. We may disclose your personal information if required by any applicable laws, where a legitimate interest requires such disclosure, it is required to perform pursuant to this Contract/our relationship with you or where you consent to such disclosure. Aforementioned includes disclosures to third-party service providers, to our partners/agents or to regulatory/governmental authorities.

35. We may collect your personal information by using technology to gather information in relation to your use of this website, including information regarding your operating system, browser, domain name, IP address and the like. The collection of your personal information by means of technology, as contemplated hereinbefore, may include the use of the technology known as “cookies”. Should you wish us not to collect your personal information by means of the use of “cookies”, please disable the allowance of “cookies” in your browser settings.

36. Should you have any questions or require any further information regarding the manner or degree to which we process your personal information, please contact us via email.

E-mail communications

37. During the course of our work, Grayston Elliot (Pty) Ltd and the Company may wish to communicate electronically with each other. However, the electronic transmission of information cannot be guaranteed to be secure or virus- or error-free and consequently, such information could be intercepted, re-directed, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. Both Grayston Elliot (Pty) Ltd and the Company each recognise that systems and procedures cannot be a guarantee that transmissions will be unaffected by such hazards.

38. Grayston Elliot (Pty) Ltd and the Company both agree that:
(i) Each party accepts these risks and authorises electronic communications between us.

(ii) Each party agrees to use commercially reasonable procedures to check for the currently most commonly known viruses before sending information electronically.

(iii) Each party shall be responsible for protecting its own systems and interests in relation to electronic communications and neither party (in each case including our respective directors, partners, employees, sub-contractors or agents) will have any liability to each other on any basis, whether in contract, delict (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us or our reliance on such information.

(iv) Where messages are sent by e-mail, we shall adopt the following procedures and you agree to do likewise:
o if a matter is urgent, the sender shall supplement the e-mail with a telephone call to confirm that appropriate action is being taken;
o unless you instruct us clearly on your e-mail message to us that you do not want a response in
electronic form, we may respond via e-mail.

Non-Exclusivity

39. Neither Grayston Elliot (Pty) Ltd nor any Grayston Elliot (Pty) Ltd entity will be prevented or restricted by anything in this Contract from providing services to any other clients or prospective clients.

Governing Law

40. This Contract will be governed by and interpreted in accordance with the laws of South Africa. Should any dispute arise between the parties, both parties will first attempt to resolve the dispute in good faith by senior level negotiations. Where both of us agree that it may be beneficial, both parties will seek to resolve the dispute through mediation using the services of a mutually acceptable mediator to facilitate the mediation process. If the dispute is not resolved through negotiation or mediation each of us agrees that the South African Courts will have exclusive jurisdiction in connection with the resolution of the dispute.

Other Provisions

41. Neither party may transfer, charge or otherwise seek to deal with any of its rights or obligations under this Contract without the prior written consent of the other party, except that we may, without requiring your consent, transfer our rights and obligations under this Contract to any legal entity established or authorised to take over all or any part of our business.

42. Neither Grayston Elliot (Pty) Ltd nor the Company will be liable to the other for any delay or failure to fulfil their obligations under this Contract to the extent that any such delay or failure arises from causes beyond their control, including but not limited to fire, floods, acts of God, acts or regulations of any governmental or supranational authority, war, riot, terrorist activities, strikes, lockouts and industrial disputes.

43. Unless otherwise stated in an engagement letter (if applicable), this Contract will commence as from the date of commencement of the services to be provided to the Company by Grayston Elliot (Pty) Ltd and will thereafter continue in effect indefinitely, subject to the right of either party to terminate it upon 30 days prior written notice. Unless otherwise agreed, such termination will not affect the applicability of this Contract to any uncompleted projects.

44. All terms of this Contract that are intended by their nature to survive the termination or expiry of the services to be provided in terms of this Contract shall survive termination and remain in full force, including but not limited to the terms concerning fees and payment, disclaimers, limitations and indemnities. If any provision of this Contract is determined to be invalid under South African law, such provision will be applied to the maximum extent permitted by applicable law, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.