Terms of Agreement

Definitions

1.1. The following definitions will apply in this agreement:

1.1.1. “Annexure A” means the annexure to this agreement that provides a breakdown of the services to be

provided by Skillsglobal to the Client;

1.1.2. “Signature Date” means the date that this agreement has been signed by the last party in time;

1.1.3. “Skillsglobal” means Skillsglobal (PTY) LTD REG. NO 2018/259274/07;

1.1.4. “The/this agreement” means this agreement, the Schedule and any annexures;

1.1.5. “The client” the person or body specified as such on the cover page of this agreement;

1.1.6. “The Schedule” means section 1 to 8 this document;

1.2. The rule of interpretation that a contract will be interpreted against the party responsible for its drafting

or preparation or for whose benefit the clause was inserted will not apply.

1.3. Any reference in this agreement to a party will include a reference to that party’s assigns expressly permitted under this agreement and, if such party is liquidated, sequestrated, or deceased, be applicable also to and binding upon that party’s liquidator, trustee, or executor, as the case may be.

1.4. This agreement and all matters arising here from will be governed by the laws of the Republic of South

Africa, notwithstanding the place of signature and/or the place of delivery of any performance rendered between the parties in terms of this agreement.

1.5. The signatures hereto by the authorized representative will be deemed to be a properly authorized approval by the respective party to bind such party and such party will accordingly be bound thereby, notwithstanding that the provisions of that party’s corporate agreements and documents may otherwise provide for a particular procedure or for a particular person to sign for the proper authorization thereof, and notwithstanding that the procedures or authorization process may not have been complied with.

2. Recordal

2.1. Skillsglobal offers assistance with the implementation of a shared LMS (Learner management software), using the LMS with training material from different sources, referring clients to the correct skills development and health and safety (legislative policies and procedures) companies and the Client wishes to avail itself of such services in return for a fee payable to Skillsglobal.

2.2. This agreement sets out the terms and conditions of services to be provided to the Client in return for the fees specified in this agreement and the Schedule of the schedule incorporated herein and attached hereto as Annexure A.

2.3. The parties accordingly wish to conclude this agreement.

3. Duration

3.1. This agreement shall be effective for a minimum initial period of twelve (12) months. The period shall be

calculated as from the date of signature of this agreement.

3.2. This agreement will automatically renew for a second and further periods of twelve (12) months unless the

Client gives at least one (1) month’s prior written notice at least one (1) month before the anniversary of the

agreement that the agreement should not be renewed. If this contract was signed after 01/01/2023 and before

03/24/2023, then it will be on a month-to-month basis, with a 1 (one) calendar month’s cancelation period.

3.3. Save for any provisions to the contrary contained elsewhere in this agreement, this agreement may not be

cancelled during the period of operation thereof except for reasons as set out in 3.4 and 3.5 below.

3.4. Skillsglobal shall be entitled to cancel this agreement before the expiry of the contractual period should

the Client breach any of the payment provisions or at any time if the Client breaches any commitment or

warranty in this contract or in any other circumstance Skillsglobal must provide the Client a written notice

via email within 30 days of breach stating the reason for termination.

3.5. The client shall be entitled to cancel this agreement before the expiry of the contractual period should

Skillsglobal breach any of the service requirements as agreed with the Client and fail to remedy such breach

within ninety (90) days of being notified in writing via email to accounts@Skillsglobaltraining.com to that effect

by the Client.

4. Services – Service agreement

4.1. Skillsglobal will provide various services to the Client as set out in Annexure A (The client must choose

the needed service/s and will be quoted accordingly only on the chosen services) to this agreement.

4.2. It is the Client’s responsibility to ensure that the Client has given the correct instructions beforehand as

the Client will be liable to pay for any changes made to any services.

4.3. The client hereby indemnifies Skillsglobal for all and any loss of income or rebates, losses, damages,

expenses or any other cost or loss of income incurred as a consequence of the Client not supplying the correct,

relevant accurate and complete information to Skillsglobal to enable Skillsglobal to provide services to the

Client. All information must be sent to an active email address from either of the following domains:

Developcore.co.za, skillsnew.co.za or skillsglobaltraining.com and confirm receipt thereof via email.

5. Fees and disbursements

5.1. The monthly retainer or other service payment set out in the Schedule to this agreement shall, unless

otherwise agreed, be paid by means of a Debit Order Authorization drawn on the Client’s bank account. The

client acknowledges by signature of this agreement that permission was granted to Skillsglobal to present

the said debit order against the bank account as indicated in the Schedule. The client shall immediately inform

Skillsglobal in writing via email to accounts@skillsglobaltraining.com if such banking particulars have changed

during the term of this agreement. Skillsglobal holds the right to retain and claim any debit orders or unpaid

retainers/penalty fees from any bank account that belongs to the client or client’s business.

5.2. The service fee and ad-hoc fees agreed upon in this agreement will automatically be increased by the

same percentage as the consumer price index (CPIX) annually unless, Skillsglobal at its own discretion,

decides not to impose an increase for a particular year.

5.3. In the event that the Client has an increase or decrease in the number of its Users or staff (more than 25%),

Skillsglobal and the Client agree to meet and if necessary, adjust the fee due to Skillsglobal to account for the

change in the number of staff.

5.4. In the event that VAT becomes due on any amount due by the Client to Skillsglobal under this

agreement, then VAT will be added to such amount and a tax invoice shall be supplied to the Client.

5.5. The client agrees that the Schedule together with this agreement shall serve and be regarded as written

authority to Skillsglobal to recover and deduct the aforesaid monthly service fee from the Client’s bank

account on the selected day of each and every month for the full duration of the agreement.

5.6. Any amount outstanding for 30 days and longer shall accrue interest at the maximum legal prescribed rate

from time to time, calculated as from the date when the payment fell due up to the date payment is received.

5.7. If this agreement is cancelled before the full period of the 12-month period since Signature Date lapses,

the Client agrees to a penalty fee of 50% of the total amount owing to Skillsglobal for the remaining period

as well as the full outstanding amount owed to Skillsglobal of this agreement, the Client agrees that the

amount owing to Skillsglobal will be automatically deducted using the mandate provided in the Schedule

above/on file (or any replacement bank account if such banking details have changed in the interim). The

client will be informed via email of the notice of deduction beforehand.

5.8. Skillsglobal will not give or be liable to pay any refunds to the Client relating to any of registration fees,

service fees and monthly subscriptions after the signed contract date for any reason whatsoever.

5.9. The client agrees that no cancelation request/s will be considered unless an email is sent to

accounts@Skillsglobaltraining.com with a valid reason for cancelling the contract within 7 days after signature

date. If for whatsoever reason the client wants to cancel within the 12-month period, an email must be sent

to accounts@Skillsglobaltraining.com with a cancelation request by the client stating the reason of cancelation.

No other cancelation requests will be considered.

5.10. Skillsglobal will have the discretion to cancel the contract within 7 days after signature date if a valid

reason with provided evidence for the reason was given on email.

6. Warranties

6.1. The client and the signatory jointly and unconditionally give to and in favor of Skillsglobal the warranties

set out below, which warranties the Client hereby accepts and records are material representationswhich

induced Skillsglobal to enter into this agreement:

6.2. That the signatory signing this agreement on behalf of the Client has the requisite authority to sign this

agreement;

6.3. Each such warranty is a separate warranty and is in no way limited or restricted by inference from the

terms of any other warranty and will continue to remain in force notwithstanding the completion of any or all

the transactions contemplated in this agreement.

6.4. Save for those warranties and representations expressly given or made in this agreement no other

warranties or representations are given or made, whether express or implied.

6.5. The client warrants to all penalties and repayments should there be a breach of contract, or non-

payment on the clients account owed to Skillsglobal.

7. Breach

7.1. Should the Client fail to make any payments due in terms of this agreement on the due date or at all, or fail

to comply with the terms and conditions of this agreement or should it breach a warranty, Skillsglobal shall

without prejudice to its other rights in law, be entitled to:

7.1.1. Cancel this agreement with immediate effect; and

7.1.2. Retain all payments made by the Client in terms of this agreement; and

7.1.3. Claim payment from the Client of any amount outstanding; and

7.1.4. Retain and stop all documentation and services of the Clients held by Skillsglobal relating to any matter

dealt with by Skillsglobal on behalf of the Client, until such time as all payments due, including damages,

have been paid in full.

7.1.5. Should I/we/the client fail to make payments as per this agreement, I/we/the client agree to pay any

all/legal expenses Skillsglobal incurs to collect the outstanding amount from me/us. This includes but are not

limited to attorney fees and collections fees and expenses

8. Client authorization

8.1. I the undersigned hereby confirm that I am authorized by the Client to sign and approve this agreement. I

hereby authorize Skillsglobal to deduct the retainer fee from the bank account stipulated in the Schedule or

any replacement bank account (as notified by the Client) on the first day of the month following the date of

commencement of this agreement and thereafter each month for the remainder of this agreement.

Annexure A– Schedule of Services to be Provided by Skillsglobal

LMS

2. LMS (Learning management software)

2.1 The client hereby agrees that all the software and material that he will use may not be leaked or

represented to any third party what so ever before written consent has been given by Skillsglobal

and that the training material might be property of a third party and is used for educational

purposes only. In breaching this clause, the client will be held responsible for all damages and losses

from all related parties;

2.2 The material may not be copied or redistributed by the client without prior written consent;

2.3 The client agrees fully that the tools given to complete the courses are efficient and that it remains the

client’s obligation to keep all certificates of completion on hand for a backup;

2.4 The client hereby agrees that the client an d all its employees speak, reads and writes in the English

Language of South Africa in order to pass the relevant course/s;

2.5 Skillsglobal will upload new courses from time to time, if possible, to give the client the best service

the business possibly can;

2.6 The client hereby agrees that Skillsglobal can use the email provided in the schedule for marketing

purposes;

2.7 The client hereby agrees and understands that the certificate of completion is non-accredited but the

course will add value to the client’s employees as it is meaningful;

2.8 The client hereby indemnifies Skillsglobal and its partners of any rebate/s if the LMS (E-Learning

Platform) or any server related issues, but Skillsglobal will hereby try to resolve the issue’s as quick as

possible no longer than 90 days from the date of discovery;

2.9 The client agrees that the profile and LMS that the client creates, is only for the Client’s in-house training

purposes only, and not any third-party related people or persons or entity and will be monitored from

time to time;

2.10 The client agrees that he/she/it resides and accesses the software/platform from and in South Africa;

2.11 The client hereby indemnifies Skillsglobal and its partnered services from any loss or damage that the

software might have on the property of the Client;

2.12 The client hereby indemnifies Skillsglobal and its partners from any lack of service due to any network

or communication problems that may arise.

2.13 The client hereby notices that if any issue arises regarding the platform, that Skillsglobal will have

90 (ninety) working days to resolve this issue if possible and minor;

2.14 The client agrees that the all learners will be capable of enrolling in the courses;

LMS(Dedicated) – Also Includes all the above-mentioned terms of LMS, plus the below mentioned terms.

2.15 Skillsglobal and its partners will not take any responsibility for any loss, damages or false information that the

client may give its clients/learners.

2.16 This service will include a minimum of 50 Active users

2.17 It is the client’s own responsibility to attend to the client’s learners’ queries

2.18 Skillsglobal and its partners will not take any responsibility, loss or damages to any third party related issues

outside the agreement of Skillsglobal or the client.

2.19 The client hereby indemnifies Skillsglobal and its partners from any loss or damage that the client may face due

to the LMS or LMS(Dedicated) service or any related services from Skillsglobal and its partners

2.20 The client hereby agrees that the client will not ask more than R1000.00 South African rands per course, if more

than R1000.00 should be asked per course, then the account will be suspended with immediate effect with all

necessary penalties of the mandate included

2.21 The client hereby indemnifies Skillsglobal and its partnered services from any learner queries, internet

challenges as well as system errors that may arise as the client must notify Skillsglobal and it’s

partnered services in writing on support@skillsglobaltraining.com and give up to 90 days to fix the error

or query if it is in the partnered service’s scope.

2.22 Skillsglobal and its partners will try its best to assist with related queries in a timely manner

2.23 The client will receive welcome emails within 48 hours after sign up

2.24 The client hereby agrees that the welcome emails send to the email provided, secure good service and that the

client will hereby read and reply accordingly in a timely manner