Name of current customers top 10 Why you want to deliver services Your service and delivery philosophy Agree to our terms and conditions (Required)
VENDOR NEUTRAL – SUPPLIER PROVISION OF SERVICES
This Agreement (“Agreement”) is made and entered into this
, by and between The Ravenall Institute (Pty) Ltd located at
Kyalami, Johannesburg, with registration number
hereinafter referred to as the “Outsourcing Provider & Primary Contractor” and
(PTY) LTD , incorporated and registered in the Republic of South Africa with registration number [ ] hereinafter referred to as the “Supplier & Subcontractor” and whose registered office is located at
The following definitions apply in this Agreement:
Affiliate means, with respect to any entity, that Controls or is Controlled by or under common Control within the contracted entity and thus shall be deemed to be an Affiliate only so long as such control exists.
Control means, when used with respect to any entity, means ownership of at least fifty percent (50%) of the voting stock, shares or other equity interest in the controlled entity and possession of the power to direct or cause the direction of the management and policies of the controlled entity.
Customer means any customer or potential customer that becomes the subject of an Opportunity (as further described in an executed Customer Attachment). And any new customer referred by the customer or potential customer whilst under contract. The customer ownership referred by the Ravenall Institute always remains the customer of The Ravenall Institute Pty Ltd.
Customer Attachment means an attachment to this Agreement signed by the parties for each transaction, identifying the Customer or potential Customer which may become the subject of an Opportunity and also specifying particulars in relation to the relevant Opportunity, agreed by the parties in accordance with Article 3.
Existing Customer means a Customer that is an existing customer of The Ravenall Institute or one or more of its Affiliates as identified as such in a particular Customer Attachment.
Opportunity means an opportunity as further described in a particular Customer Attachment under which the parties will jointly submit a Customer Proposal.
Relevant Affiliate means an Affiliate of any party who has agreed to be bound by the provisions of Article 4 of this Agreement by executing a Customer Attachment.
The Ravenall Institute PTY Ltd, under the brand of The Effectiveness Company provides certain Outsourcing services, to its customers.
The parties are desirous of entering into an agreement where The Ravenall institute Pty Ltd refers clients to the supplier and together will investigate the potential of providing services to those Customers designated on a Customer Attachment.
The supplier agrees to prepare and submit costings and proposals ("Customer Proposals") to The Ravenall Institute Pty Ltd in order to offer the best combination of resources and skills to achieve optimum performance of the requested services to the Customer. Once agreed, The Ravenall Institute provides the proposals to the clients.
In normal circumstances the parties shall take on the following responsibilities on the Customer Attachment:
The Ravenall Institute is the lead contractor and customer manager (“Primary Contractor”) and the services delivery contractor (“Subcontractor/supplier”) is the supplier;
The costing and proposal is agreed by the parties prior to being sent to the customer via the Primary Contractor.
A scope of work is completed by the Subcontractor and provided via the primary contractor to the Customer.
A high level project plan is completed by the supplier and included in the proposal and once the agreement with the customer has been signed weekly updates are provided against such project.
Any customer issues are resolved within 48 hours by the Subcontractor and responses to correspondence by the Subcontractor should be undertaken within 48 hours for general correspondence and same day for emergencies or problem issues. The Subcontractor undertakes to keep the primary contractor informed appropriately and discuss any problem issues.
The Outsourcing Provider will invoice the client and require payment within 30 days. A fee of 20% will be applied as the outsourcing providers fee and will be debited from the final invoice before paying across to the supplier.
It is possible from time to time that the outsourcing provider and supplier may agree to reduce such margins to secure a client.
Customers are customers both locally and globally and the supplier should be able to conduct business via zoom within an international time frame to service such business or to indicate to the outsourcing provider that international business is not an option.
The supplier will provide a standardized template for proposals, costing template and company information to enable speedy turnaround times on request.
On occasion the parties may identify in reference to the Customer Attachment:
Changes in contribution of the Primary Contractor and the Subcontractor under the Opportunity;
The parties agree to consult prior to submission of the Customer Proposal to the potential Customer concerning the portions of the services to be performed by Primary contractor and subcontractor.
Both parties shall at all times keep eachother fully informed and advised of issues, or changes in the Customer’s needs, requirements, delivery.
The Subcontractor shall use commercially reasonable efforts to prepare, agree and submit a Customer Proposal in order to secure the award of the contract. Such efforts shall include, but not be limited to, any discussions and negotiations with potential Customer, oral or written presentations.
If the Contract is awarded, the parties shall endeavour in good faith to negotiate and conclude a contract for performance of the services but no party shall be liable to the other if no relevant contract can be finally signed and agreed.
OTHER TERMS AND CONDITIONS
Neither party shall make any price quotes, representations, warranties, or other commitments, with respect to the other party’s services without the written approval of the respective party providing such services.
Each party shall allow the other party to review all announcements, press releases, marketing materials and product brochures pertaining to the other party or any of its Affiliates prior to its release to the public or the press, and shall incorporate all changes that the other party may reasonably request to ensure correct usage of the other party’s trademarks and accuracy of content.
Neither party and, to the extent that they may have signed a Customer Attachment agreeing to be bound by this Article, no Relevant Affiliate of that party, shall directly or indirectly solicit or entice away or employ employees of the other or any Affiliate of the other either during or after the agreement.
As a pre-requisite the Ravenall Institute mutual NDA forms part of this agreement and is to be signed by both parties.
Each party and each Relevant Affiliate, agrees that, at any time either during or after the agreement it will not, directly or indirectly, solicit the custom of or offer services to an existing Customers or new customers acquired during this agreement, unless written consent is provided by the outsourcing provider to the supplier.
WARRANTY AND DISCLAIMER
Each party warrants that it has the requisite capacity, power and authority to enter into and perform this agreement and there exists no actual conflict of interest concerning each respective party’s services to be performed under this Agreement.
Each party acknowledges that it has not brought and will not bring to the other party or use in the performance of its obligations under this Agreement any materials or documents of another party considered confidential unless it has obtained written authorization from such party for the possession and use of materials.
The warranties stated herein are exclusive and lieu of all other warranties and representations, including but not limited to implied warranties and representations of merchantability non-infringement, or fitness for a particular purpose.
All rights and obligations of the parties under this Agreement shall terminate upon the first to occur of any of the following events:
Expiration of a period of one (1) year from the date of this Agreement, unless such term is extended by mutual agreement of the parties;
By either party upon thirty (90) days prior written notice to the other party; or
A material breach by either party of any of the provisions contained herein (including in any Customer Attachment) and such material breach remains uncured after a period of fifteen (15) days following such party’s receipt of written notice of such material breach from the other party.
Articles 4, 5, 6, 7 and 8 shall survive termination of this Agreement.
The parties agree that the terms of Confidentiality Agreement dated [ ] between the parties (“NDA”) applies to any Confidential Information (as defined in the NDA) disclosed under or pursuant to this Agreement or in connection with an Opportunity or Customer Proposal including without limitation the details of any Opportunity, content of any Customer Attachment, the existence of, discussions leading to, formulation and presentation of any Customer Proposal and the existence of and contents of any Contract.
Assignment. Except as provided elsewhere in this Agreement, and except by either party to an acquirer of substantially all of its business or assets related to the subject matter of this Agreement, this Agreement and the rights and obligations created hereunder shall not be assignable by the supplier, either voluntarily or by operation of the law, without the express prior written consent of the non-assigning party, which consent shall not be unreasonably withheld. Any attempted assignment in contravention of this Section 8A shall be null and void.
Notices. All notices which either party is required or may desire to give to the other party under or in conjunction with this Agreement shall be in writing, and shall be delivered by either a nationally recognized courier, or registered mail, postage prepaid, return receipt requested. Notices shall be deemed given on the date of delivery if delivered by nationally recognized courier or on the date indicated on the return receipt if by certified or registered mail, postage prepaid, return receipt requested.
C. Limitation of Liability
Except for damages arising from a party’s gross negligence or willful misconduct, or a breach of article 7 (confidential information), notwithstanding anything else in this agreement or otherwise, neither party or any relevant affiliate shall be liable with respect to any subject matter of this agreement under any contract, negligence strict liability or other theory for any incidental, consequential damages or lost profits even if such party has been advised of the possibility of such damages. Each party shall be responsible for its own costs and expenses arising from it’s performance under this agreement.
EXCEPT for damages arising from a party’s or a Relevant Affiliate’s gross negligence or willful misconduct or for a breach of Article 7 (Confidential Information) in no event shall either Party’s or a Relevant Affiliate’s aggregate liability under this Agreement exceed ZAR 0 (Zero) whether such liability is based on an action in contract, warranty, strict liability or tort (including, without limitation, negligence) or otherwise.
Disclaimer: Each party disclaims any and all promises, representations and warranties, except as expressly set forth in this agreement or in any customer attachment, with respect to any data, information or other material furnished hereunder or thereunder, including their condition conformity to any representation or description and merchantability or fitness for a particular purpose.
Independent Contractors. At all times, the relationship between the parties shall be that of independent contractors and nothing expressed or implied shall constitute the parties as partners, joint ventures or co owners. Neither party shall have the right to enter into a binding agreement on behalf of, or otherwise bind, the other, nor have the right to direct or control the activities of the other. Each party shall be responsible for its own costs and expenses associated with its performance under this Agreement.
Press Release. Any news release, public announcement, advertisement, or publicity proposed to be released by either party in connection with any Customer Attachment or this Agreement will be subject to the written approval of the other party prior to release. Full consideration and representation of the respective roles and contributions of each party shall be given in any such statement.
No Third Party Beneficiary. Nothing in this Agreement is intended by the parties, nor shall they be deemed, to confer any benefit on any person not a party to this Agreement save that an Affiliate of either party shall benefit from and shall be entitled to enforce the provisions of Article 4 as if they were each a party to this agreement .
Governing Law; Jurisdiction. This Agreement shall be governed by, construed and interpreted in accordance with, the laws of South Africa.
Non-Waiver. The waiver by a party of any breach by the other party of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach by the other party of the same or any other term, covenant or condition contained in this Agreement. The subsequent acceptance of performance by a party shall not be deemed to be a waiver of any preceding breach by the other party of any term, covenant, or condition of this Agreement, other than the failure of such party to perform the particular duties so accepted, regardless of such party’s knowledge of such preceding breach at the time of acceptance of such performance.
Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
Entire Agreement; Modification. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement shall not be modified or amended except by a written document executed by both parties to this Agreement, and such written modification(s) shall be attached to this Agreement.
Executed as an agreement by
Executed as an agreement by The Ravenall Institute (Pty) Limited
FORM OF CUSTOMER ATTACHMENT
This Customer Attachment dated as of
supplements the Agreement dated as of
(date) by and between
Pty Ltd and The Ravenall Institute (Pty) Limited (as amended or modified from time to time, the “Agreement”).
Capitalized terms used and not otherwise defined in this Customer Attachment shall have the meanings given them in the Agreement. In the event there is any conflict or inconsistency between any provision of the Agreement and any provision of this Customer Attachment, the provisions of this Customer Attachment shall prevail.
For the purposes of this Customer Attachment:
means [insert name and address of appropriate
entity][and is regarded as an Affiliate of [ ] and
Partner means Ravenall Institute (Pty) Ltd [and is regarded as an Affiliate of Ravenall Institute Pty Ltd South Africa (Pty) Limited .
Affiliate means [each of] [insert name of [ ] Affiliates who are not directly pursuing the Opportunity but who will agree to be bound by the provisions of Clauses 4c and 4d of the Agreement.]]
[Partner Affiliate means [Brands: NCCBM, HBR,] [insert name of Partner Affiliates who are not directly pursuing the Opportunity but who will agree to be bound by the provisions of Clauses 4c and 4d of the Teaming Agreement.]]
The parties agree that:
1. The opportunity with
Customer”) as described below shall be subject to the Agreement:
[description of the Opportunity and any particular business unit or contact information]
(the “Opportunity”); 2. The Prime Contractor for the Opportunity will be
who will be responsible for [insert description of the Prime Contractor’s responsibilities];
3. the Subcontractor for the Opportunity will be
who will be responsible for [insert description of the Prime Contractor’s responsibilities];
4. [**OPTIONAL** the parties [and the
Affiliates and the Partner Affiliates]agree that the parties will work on the Opportunity together on an exclusive basis and will not enter into a teaming or alliance relationship with any third party to pursue the Opportunity or any opportunity substantially similar to the Opportunity (without the mutual consent of the parties) or pursue the opportunity on an individual basis];
] is currently providing to the Existing Customer]];
5. The parties agree that the Customer is an existing Customer of
/Partner] (“Existing Customer”)];
6. [** TO BE USED IF THE EXISTING CUSTOMER IS
[insert description of services
] is currently providing the following services to the Existing Customer:
7. [**TO BE USED IF THE EXISTING CUSTOMER IS THE PARTNER’S CUSTOMER** Partner is currently providing the following services to the Existing Customer:
[insert description of services Partner is currently providing to the Existing Customer]]; and 8. in addition to the terms and conditions contained in the Teaming Agreement, and with respect only to the Opportunity, the following additional terms and conditions will apply:
[describe any additional terms and conditions, such as proposal obligations and duties] 9. Each of
and Partner [and the
Affiliates and the Partner Affiliates] agree that they shall observe and be bound by the provisions of Clauses 4C and 4D of the Teaming Agreement as if they were each parties to the Teaming Agreement in addition to
and the Partner.