These General Terms and Conditions of Business govern the provision of services by AEVO Consulting Group (Pty) Ltd and apply to all engagements unless expressly varied in writing.
1. Application
These General Terms and Conditions of Business ("these Terms") govern the provision of services by Aevo (Pty) Ltd, registration number 2018/562850/07 ("AEVO", "Aevo Consulting Group", "we", "us", "our"), to any client that engages us ("the Client", "you"). They apply to every engagement unless expressly varied in writing by the applicable Engagement Letter or Specific Service Agreement.
Together with the Engagement Letter and any Specific Service Agreement or proposal referred to in it, these Terms form the entire agreement between AEVO and the Client in respect of the relevant engagement ("the Engagement"). If there is a conflict between these Terms and a Specific Service Agreement or Engagement Letter, the Specific Service Agreement or Engagement Letter takes precedence to the extent of the conflict.
These Terms are published at www.aevo.co.za/terms and may be updated from time to time. The version in force at the date of the Engagement Letter applies for the duration of that Engagement, unless the Client is notified of and accepts a variation in writing.
2. Relationship with Specific Service Agreements
Certain of AEVO's services — including financial model audit — are governed by an additional Specific Service Agreement, which sets out the detailed scope of work, methodology, standard exclusions and limitations, and service-specific liability provisions for that engagement.
Where a Specific Service Agreement applies, it should be read together with these Terms and the Engagement Letter. Nothing in these Terms narrows or overrides a limitation of liability or exclusion of scope set out in the applicable Specific Service Agreement.
3. Client Responsibilities
The Client will, in a timely manner:
- provide AEVO with access to the information, personnel, and documentation reasonably required to perform the Services;
- ensure that information and data provided to AEVO is accurate, complete, and not misleading, and promptly notify AEVO of any material change;
- make available appropriately authorised personnel to respond to queries and review draft deliverables within the agreed timetable; and
- obtain any third-party consents needed for AEVO to access information relevant to the Engagement.
AEVO is entitled to rely on information and documentation provided by the Client and its advisers without independent verification, except to the extent the Engagement Letter or Specific Service Agreement states otherwise.
4. Fees, Invoicing and Payment
Fees are as set out in our standard Engagement Letter or the applicable proposal and appointment letters from the client, and are exclusive of VAT and other applicable taxes unless stated otherwise.
Fees are payable in South African Rand, by Electronic Funds Transfer (EFT), within thirty (30) days of the date of invoice, unless a different payment schedule is agreed in the Engagement Letter.
Reasonable disbursements (including travel, accommodation, and third-party costs) will be charged in addition to fees where agreed in advance with the Client.
Interest on overdue amounts accrues at the prescribed rate under the Prescribed Rate of Interest Act, 1975, calculated from the due date until payment. AEVO may suspend performance of the Services if fees remain overdue after written notice.
Where work is terminated or suspended before completion, AEVO will invoice for fees and expenses reasonably incurred to the date of termination, in accordance with any fee cap or time-incurred basis set out in the Engagement Letter or Specific Service Agreement.
5. Confidentiality
Each party will keep confidential all non-public information disclosed to it by the other in connection with the Engagement, and will use it only for the purposes of the Engagement.
This obligation does not apply to information that:
- is or becomes publicly available other than through breach of this clause;
- was already known to the receiving party without an obligation of confidence;
- is independently developed without reference to the disclosing party's information; or
- must be disclosed by law, regulation, or a competent authority.
AEVO may disclose Client information to its subcontractors, professional advisers, insurers, and regulators to the extent reasonably necessary to perform the Services or comply with its legal and professional obligations, subject to those recipients being bound by confidentiality obligations no less protective than this clause.
6. Data Protection
Each party will comply with applicable data protection legislation, including the Protection of Personal Information Act, 2013 (POPIA), in connection with any personal information processed under the Engagement.
Where AEVO processes personal information on the Client's behalf as an operator, the parties will agree any additional terms reasonably required to give effect to POPIA.
7. Intellectual Property
AEVO retains all intellectual property rights in its pre-existing methodologies, models, tools, templates, software, and working papers used to perform the Services ("AEVO IP").
Subject to payment of all fees due, AEVO grants the Client a non-exclusive, non-transferable licence to use AEVO IP embedded in deliverables solely for the purpose for which those deliverables were prepared.
Ownership of deliverables prepared specifically for the Client (excluding AEVO IP embedded in them) passes to the Client on payment in full, save that AEVO may retain and use anonymised or aggregated information, and general knowledge, skills, and experience gained in performing the Services.
8. Use and Reliance on Deliverables
AEVO's reports, opinions, and other deliverables are prepared solely for the purpose stated in the Engagement Letter or Specific Service Agreement, and solely for the use of the Client and any other parties expressly named as entitled to rely on them.
No other person may rely on a deliverable, and AEVO accepts no duty of care or liability to any person other than as expressly agreed in writing.
Draft deliverables are provided for discussion purposes only and must not be relied upon or distributed. AEVO has no obligation to update a deliverable for events occurring after it is issued in final form, unless separately agreed in writing.
9. Independence, Conduct and Conflicts
AEVO will notify the Client promptly if it identifies a conflict of interest that may affect its ability to perform the Services objectively.
AEVO conducts its business in accordance with the AEVO Code of Conduct and applicable anti-bribery and corruption laws, and expects the same standard of conduct from the Client and its representatives in dealings with AEVO.
10. Liability
AEVO will perform the Services with reasonable skill and care. Except as expressly set out in the applicable Specific Service Agreement or Engagement Letter:
- AEVO's liability for any loss or damage arising from or in connection with an Engagement, however arising, will not exceed the amount specified in the applicable Engagement Letter or Specific Service Agreement;
- AEVO is not liable for indirect, consequential, or special loss, including loss of profit, revenue, or goodwill; and
- nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud.
AEVO is not liable for any failure or delay in performing the Services to the extent caused by circumstances beyond its reasonable control, including a Client's failure to meet its responsibilities under Section 3, or by force majeure (Section 12).
11. Subcontracting
AEVO may engage subcontractors or associated firms to assist in delivering the Services. Work performed by subcontractors is deemed to form part of the Services, and AEVO remains the Client's sole point of contact and responsibility for the Services, unless otherwise agreed in writing.
12. Force Majeure
Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disaster, civil unrest, war, act of government, pandemic, or failure of public infrastructure or utilities, provided the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.
13. Termination
Either party may terminate an Engagement by giving thirty (30) days' written notice, or immediately if the other party commits a material breach that is not remedied within fourteen (14) days of written notice, or becomes insolvent or subject to business rescue proceedings.
On termination, the Client will pay for Services performed and expenses properly incurred up to the effective date of termination, subject to any fee cap in the Engagement Letter or Specific Service Agreement.
Sections 5 (Confidentiality), 7 (Intellectual Property), 8 (Use and Reliance), 10 (Liability), and 15 (Governing Law) survive termination.
14. Retention of Records
AEVO will retain engagement records for a minimum of seven years from completion of the Engagement, after which it may destroy them at its discretion, other than documents it considers to be of continuing significance.
The Client should notify AEVO in writing if it requires retention of a specific document beyond this period.
15. Governing Law and Dispute Resolution
These Terms, and any Engagement governed by them, are governed by the law of the Republic of South Africa.
The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives. If unresolved within thirty (30) days, the dispute will be referred to and finally resolved by arbitration in Johannesburg, administered under the rules of the Arbitration Foundation of South Africa (AFSA) Commercial Arbitration Rules, or such other arbitral institution or rules as the parties may agree in the Engagement Letter.
An arbitral award may be made an order of a court of competent jurisdiction.