Terms and Conditions: Dalitso Virtual Assist (DVA)

These terms and conditions ("Agreement") govern the provision of Human Resources (HR) retainer services ("Services") by Dalitso Consulting ("Provider") to small and medium-sized enterprises ("SMEs" or "Client"). By engaging the Provider's Services, the Client agrees to be bound by the terms and conditions outlined below:

1. Scope of Services:

• The Provider will offer HR retainer services as mutually agreed upon with the Client.
• The Services may include, but are not limited to, HR advisory, policy development, compliance guidance, employee relations support, recruitment assistance, performance management, and HR documentation review.

2. Duration and Termination:
   • The twelve (12) month retainer agreement will commence on the agreed-upon start date and continue for 12 months, unless terminated earlier as outlined in this Agreement.
   • Either party may terminate the Agreement by providing written notice of thirty (30) days.
   • In the event of termination, the Client agrees to pay any outstanding fees for Services rendered up to the termination date.

3. Fees and Payment:
   • The Client shall pay the Provider the agreed-upon retainer fee for the HR Services, as outlined in the retainer agreement or as otherwise communicated.
   • Payment terms and invoicing details will be specified in the retainer agreement.
   • The Client shall make payments promptly and within the specified timeframe.
   • There will be an annual increase every March of 6% - 10% depending on inflation
   • Confidentiality:
     • Both parties agree to maintain the confidentiality of any proprietary, sensitive, or confidential information shared during the course of the engagement.
     • The Provider shall take necessary measures to protect the confidentiality and privacy of the Client's information.

5. Liability and Indemnification:
   • The Provider shall exercise reasonable care and skill in delivering the HR Services. However, the Provider shall not be held liable for any loss, damage, or expenses incurred by the Client arising from the HR Services, except in cases of gross negligence or willful misconduct.
   • The Client agrees to indemnify and hold the Provider harmless from any claims, liabilities, costs, or damages resulting from the Client's use of the HR Services.

6. Intellectual Property:

• The Provider retains ownership of any intellectual property developed or utilised during the provision of the HR Services, including but not limited to templates, documents, policies, or methodologies.
• The Client is granted a non-exclusive, non-transferable license to use the intellectual property solely for internal purposes related to the HR Services.

7. Governing Law and Jurisdiction:

• This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the Provider is located which is South Africa.
• Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in the same jurisdiction.
• The Client agrees and or consents to the processing of its information in line with the Protection of Personal Information Act (POPIA) in South Africa.

8. Entire Agreement:

• This Agreement constitutes the entire understanding between the Provider and the Client regarding the HR Services and supersedes any prior agreements, understandings, or representations, whether oral or written.