Terms and Conditions

1. Definitions

For purposes of these Terms and Conditions, unless the context indicates otherwise:

1. 1.1"Vertex" means Vertex HR Solutions (Pty) Ltd, its directors, employees, consultants, agents and authorised representatives.
2. 1.2"Client" means the employer, company, close corporation, partnership, trust, organisation or other legal entity subscribing to any Vertex Labour Protection Plan.
3. 1.3"Agreement" means the signed Service Agreement, Quotation, Authority to Act, Debit Order Mandate, together with these Terms and Conditions, as amended from time to time.
4. 1.4"Services" means the Industrial Relations, Labour Law, Employment Relations, Human Resources advisory, compliance and related professional services provided by Vertex in accordance with the subscribed package.
5. 1.5"Labour Protection Plan" means the monthly retainer package selected by the Client, namely:
   1. Vertex Shield Protocol
   2. Vertex Vanguard Directive
   3. Vertex Supreme Command
   or any replacement package introduced by Vertex from time to time.
6. 1.6"S.H.I.E.L.D. Platform" means the Smart Hearing Integration Employment & Labour Disputes online portal and digital case management platform operated by Vertex.
7. 1.7"Employer Organisation" means the Employer Organisation through which certain representation services are facilitated on behalf of qualifying clients.
8. 1.8"Formal Hearing" means any disciplinary hearing, incapacity enquiry, poor performance enquiry, grievance hearing, appeal hearing or similar employment-related proceeding chaired by Vertex or its appointed representative.
9. 1.9"Business Day" means any day other than a Saturday, Sunday or officially recognised public holiday within the Republic of South Africa.
10. 1.10"Additional Services" means any services falling outside the subscribed Labour Protection Plan.

2. Package Structure

1. 2.1Vertex offers subscription-based Labour Protection Plans designed to provide employers with proactive Industrial Relations, Labour Law and Employment Relations support.
2. 2.2The available packages are:
   1. Vertex Shield Protocol
   2. Vertex Vanguard Directive
   3. Vertex Supreme Command
3. 2.3Package pricing is determined with reference to various factors including but not limited to:
   • a) Number of employees;
   • b) Industry sector;
   • c) Operational complexity;
   • d) Labour relations risk profile;
   • e) Bargaining Council obligations;
   • f) Union activity;
   • g) Historical service utilisation;
   • h) Any other material operational factor affecting the anticipated level of service.
4. 2.4The advertised package pricing constitutes the standard entry-level pricing only and may be adjusted following the application of risk multipliers, complexity assessments or customised pricing models.
5. 2.5Vertex reserves the right to decline any package application where the Client's operational environment falls outside the intended scope of the standard Labour Protection Plans.

3. Fair Usage and Service Utilisation Policy

3.1 Purpose

The Labour Protection Plans are designed to provide ongoing professional support based upon normal and reasonable workplace activity. Package pricing assumes that labour relations matters arise at reasonable intervals and not on a continuous, excessive or extraordinary basis.

3.2 Monthly Hearing Allocation

Unless otherwise agreed in writing, the following Formal Online Hearing allocations apply per calendar month:

• Vertex Shield Protocol — Five (5) Formal Online Hearings.
• Vertex Vanguard Directive — Up to Twelve (12) Formal Online Hearings.
• Vertex Supreme Command — Up to twenty (20) Formal Online Hearings.

Where a customised enterprise agreement has been concluded in writing, hearing allocations shall be governed by the applicable Service Level Agreement.

3.3 Formal Hearings

A Formal Hearing includes, but is not limited to:

1. Disciplinary Hearings;
2. Incapacity Hearings;
3. Poor Performance Hearings;
4. Grievance Hearings;
5. Appeal Hearings;
6. Any similar employment-related proceeding requiring an independent Chairperson.

3.4 Unlimited Advice

Where a package provides unlimited telephonic, email or online advice, such benefit shall mean reasonable and ongoing access to professional advice during Vertex's normal business hours. Unlimited advice does not include unlimited:

1. Formal Hearings;
2. Workplace Investigations;
3. Site Visits;
4. Policy implementation projects;
5. Extensive drafting assignments;
6. Training sessions;
7. Collective bargaining negotiations;
8. Strike management;
9. Litigation;
10. Dedicated consultant time;
11. Travel;
12. Project management.

3.5 Excessive Utilisation

Where service utilisation materially exceeds the level reasonably contemplated by the subscribed package, Vertex may, in its sole discretion:

• a) Charge additional fees;
• b) Carry services over to the following month where operationally feasible;
• c) Recommend migration to another package;
• d) Conduct a Complexity Review;
• e) Implement customised enterprise pricing.

3.6

Excessive utilisation includes, but is not limited to:

1. Repeated disciplinary matters involving multiple employees;
2. Continuous workplace disputes;
3. Excessive consultation requests;
4. Excessive after-hours support;
5. Large-scale documentation requests;
6. Multiple simultaneous investigations;
7. Service utilisation disproportionate to the size of the workforce;
8. Continuous urgent assistance;
9. Labour relations environments materially more complex than disclosed during onboarding.

3.7 Nature and Scope of Fair Usage

3.8 Subscription-Based Service Model

The Labour Protection Plans are subscription-based professional support services designed to provide Clients with ongoing Industrial Relations, Human Resources and Employment Law assistance arising during the ordinary course of the Client's business operations. The monthly subscription fee has been calculated on the basis of the Client's disclosed operational profile, anticipated service requirements and reasonable utilisation of the Services included within the subscribed Labour Protection Plan. The Labour Protection Plans are intended to provide ongoing workplace support and professional guidance and are not intended to replace the Client's internal management, Human Resources function or operational decision-making responsibilities, nor to provide unlimited professional capacity or unrestricted consulting resources.

3.9 Historical Matters and Pre-Existing Workplace Deficiencies

The Labour Protection Plans are not intended to facilitate the remediation of historical workplace deficiencies, pre-existing non-compliance, substantial historic employment disputes, litigation, regulatory matters or other workplace issues existing prior to the commencement of this Agreement where such matters materially exceed the ordinary scope of ongoing operational support reasonably contemplated by the subscribed Labour Protection Plan.

3.10 Exceptional Utilisation

Where the nature, volume, complexity, urgency or frequency of the Services requested materially exceeds that reasonably contemplated by the subscribed Labour Protection Plan, Vertex reserves the right to classify such work as Additional Services or to conduct a Complexity Review in accordance with these General Terms of Engagement.

3.11 Factors Considered

In determining whether requested Services fall outside the ordinary scope of the subscribed Labour Protection Plan, Vertex may have regard to, amongst other relevant factors:

• a) the volume of work required;
• b) the anticipated professional time and resources required;
• c) the urgency of the request;
• d) the number of employees affected;
• e) the complexity of the matter;
• f) the frequency of similar requests;
• g) whether the Services are being utilised in a manner consistent with the Client's disclosed operational profile;
• h) whether the work arises from the Client's ordinary ongoing operational requirements or from historical circumstances existing prior to commencement of this Agreement; and
• i) any other factor reasonably affecting the level of professional resources required.

3.12 Additional Services

3.13 Good Faith

Where Vertex reasonably determines that the requested Services fall outside the intended scope of the subscribed Labour Protection Plan, Vertex may, at its discretion:

• a) provide a separate quotation;
• b) charge in accordance with the prevailing Professional Fee Schedule;
• c) recommend migration to a more appropriate Labour Protection Plan;
• d) stage the work over an agreed implementation period; or
• e) agree upon such other commercial arrangements as may be appropriate in the circumstances.

Vertex shall exercise any discretion afforded to it under this Clause reasonably, in good faith and having due regard to the legitimate expectations of the Client, the nature of the subscribed Labour Protection Plan and the commercial purpose of these General Terms of Engagement.

4. Employee Numbers

1. 4.1The Client warrants that the employee information supplied during onboarding is accurate.
2. 4.2The Client shall immediately notify Vertex of any material increase in employee numbers.
3. 4.3Vertex reserves the right to verify employee numbers from time to time.
4. 4.4Where employee numbers exceed the applicable package threshold, Vertex may migrate the Client to the appropriate package or adjust the monthly subscription accordingly.
5. 4.5Failure to disclose material increases in employee numbers may result in retrospective package adjustments and additional charges.

5. Industry Risk Multipliers

1. 5.1Labour relations environments differ significantly between industries and operational sectors. Accordingly, Vertex reserves the right to apply industry-specific pricing adjustments where additional expertise, resources or risk exposure is reasonably anticipated.
2. 5.2Industries that may attract additional pricing include, but are not limited to:
   • a) Mining;
   • b) Security Services;
   • c) Manufacturing;
   • d) Construction;
   • e) Logistics and Transport;
   • f) Agriculture;
   • g) Hospitality;
   • h) Healthcare;
   • i) Cleaning Services;
   • j) Bargaining Council regulated industries;
   • k) Highly unionised workplaces;
   • l) Any industry which, in Vertex's opinion, presents an elevated Industrial Relations risk profile.
3. 5.3Industry pricing adjustments shall be determined following an assessment of the Client's operational environment and anticipated service requirements.
4. 5.4Vertex reserves the right to review and amend any applicable industry multiplier should the Client's operational risk profile materially change during the course of the Agreement.

6. Bargaining Council Environments

1. 6.1Clients operating within Bargaining Council regulated industries may require additional compliance, advisory and representation services.
2. 6.2Where the Client falls under the jurisdiction of a Bargaining Council, Vertex may apply the applicable Bargaining Council pricing adjustment or complexity multiplier.
3. 6.3Such additional pricing recognises the increased administrative obligations, compliance requirements, dispute resolution processes and specialised expertise associated with Bargaining Council environments.
4. 6.4The Client warrants that all applicable Bargaining Council registrations, compliance obligations and sector information disclosed during onboarding are complete and accurate.
5. 6.5Failure to disclose applicable Bargaining Council obligations may result in an immediate package review, repricing or recovery of additional fees incurred by Vertex.

7. Unionised Workplaces

1. 7.1Workplaces with recognised trade unions, organisational rights or collective bargaining structures generally require increased Industrial Relations support.
2. 7.2Vertex reserves the right to classify such workplaces as higher complexity environments.
3. 7.3Where trade union activity materially increases the level of service required, Vertex may:
   • a) conduct a Complexity Review;
   • b) recommend migration to another package;
   • c) implement customised pricing;
   • d) recover reasonable fees for services falling outside the subscribed package.
4. 7.4The Client shall promptly notify Vertex of any significant change in union representation, organisational rights disputes, strike action or collective bargaining processes.

8. Employer Organisation Membership

1. 8.1Certain Labour Protection Plans include, where applicable, membership of an approved Employer Organisation as an additional benefit of the Client's subscribed Labour Protection Plan. Such membership is facilitated by Vertex for the benefit of qualifying Clients but remains separate from the contractual relationship between the Client and Vertex.
2. 8.2Employer Organisation membership may entitle qualifying Clients to access additional services and benefits, including but not limited to CCMA representation, Bargaining Council representation, Labour Court assistance where applicable, legal advisory services and any other benefits offered by the Employer Organisation from time to time.
3. 8.3Admission to, continuation of, renewal of and reinstatement of Employer Organisation membership shall remain subject to the Constitution, Membership Rules, Policies, eligibility requirements and admission criteria of the relevant Employer Organisation as amended from time to time.
4. 8.4The Client acknowledges that the Employer Organisation retains the sole and exclusive discretion to approve, decline, suspend, terminate, restrict or impose conditions upon any application for membership, renewal or reinstatement and that Vertex has no authority to override, amend or interfere with such decisions.
5. 8.5Employer Organisation membership is intended to provide employers with ongoing workplace protection and continuous employment relations support. The membership is not intended to operate as an ad hoc or event-based legal assistance service that is activated only when workplace disputes, disciplinary matters, CCMA referrals or other employment-related issues arise.
6. 8.6Where the Client voluntarily terminates Employer Organisation membership, allows such membership to lapse, or otherwise ceases to maintain continuous membership, any future application for membership or reinstatement shall be treated as a new application and shall remain subject to the Employer Organisation's prevailing admission requirements, eligibility criteria and internal membership policies.
7. 8.7The Client expressly acknowledges that previous membership of the Employer Organisation shall not create any entitlement, expectation or automatic right to future membership, reinstatement or continued access to Employer Organisation benefits.
8. 8.8Where the Employer Organisation declines, restricts or imposes conditions upon any application for membership, renewal or reinstatement, Vertex shall not be liable for any resulting limitation, suspension or unavailability of services or benefits ordinarily provided through such membership, including but not limited to CCMA representation, Bargaining Council representation or any other Employer Organisation services.
9. 8.9Vertex acts solely as the facilitator of Employer Organisation membership applications and related administration. Vertex shall not be responsible for, nor incur any liability arising from, any decision made by the Employer Organisation relating to admission, refusal, suspension, termination, waiting periods, membership conditions or eligibility requirements.
10. 8.10Where the Employer Organisation amends its membership fees, levies, subscriptions or any related charges, Vertex reserves the right to adjust the Client's monthly subscription fee accordingly.
11. 8.11Any increase in Employer Organisation membership costs shall constitute a direct pass-through cost and shall not be regarded as an annual subscription increase for purposes of this Agreement.
12. 8.12Vertex shall provide the Client with reasonable written notice of any adjustment to the monthly subscription fee arising from changes to Employer Organisation membership costs, where reasonably practicable.
13. 8.13The Client acknowledges that any services or representation provided through the Employer Organisation remain subject to the availability of the Employer Organisation and its appointed representatives, operational capacity, applicable legislation, and the Employer Organisation's Constitution, Rules and Policies.

9. Services Included

1. 9.1Subject to the Client maintaining an active account in good standing, payment of all applicable subscription fees, compliance with these General Terms of Engagement and the subscribed Labour Protection Plan, Vertex shall provide the Services applicable to the selected Labour Protection Plan.
2. 9.2Unless otherwise agreed in writing, the subscribed Labour Protection Plan may include, where applicable and depending upon the package selected:
   • a) Unlimited telephonic, email and online Industrial Relations advice;
   • b) Labour Law advisory services;
   • c) Employment contract drafting, review and amendments;
   • d) Disciplinary guidance and procedural assistance;
   • e) Grievance guidance;
   • f) Poor performance management guidance;
   • g) Incapacity management guidance;
   • h) Retrenchment guidance and consultation support;
   • i) Human Resources and Industrial Relations compliance guidance;
   • j) Drafting of routine employment documentation;
   • k) Access to the S.H.I.E.L.D. Platform;
   • l) Online Formal Hearings within the applicable monthly package allocation;
   • m) Employer Organisation membership, where applicable;
   • n) CCMA and Bargaining Council representation facilitated through the Employer Organisation, where applicable.
3. 9.3The exact scope of the Services available to the Client shall be determined by the subscribed Labour Protection Plan, the signed Service Agreement, any applicable Service Level Agreement, Quotation and these General Terms of Engagement.
4. 9.4Any Employer Organisation membership or benefits included within the subscribed Labour Protection Plan remain subject at all times to:
   • a) acceptance by the Employer Organisation;
   • b) continued eligibility for membership;
   • c) compliance with the Employer Organisation's Constitution, Rules, Membership Policies and admission requirements;
   • d) the Employer Organisation's operational capacity and availability; and
   • e) any lawful conditions imposed by the Employer Organisation from time to time.
5. 9.5Vertex does not warrant or guarantee that the Client will qualify for Employer Organisation membership or continue to qualify for such membership following termination, cancellation, lapse or reinstatement of membership. The Client acknowledges that all decisions relating to Employer Organisation membership remain exclusively within the discretion of the Employer Organisation.
6. 9.6Where Employer Organisation membership is declined, suspended, terminated, restricted or otherwise unavailable, Vertex shall continue to provide those Services falling within the scope of the subscribed Labour Protection Plan that are capable of being rendered independently of the Employer Organisation. Any services that are dependent upon Employer Organisation membership, including CCMA representation and Bargaining Council representation where applicable, shall be subject to the availability of such membership or may, at Vertex's discretion, be provided separately in accordance with the prevailing Professional Fee Schedule.
7. 9.7Nothing contained in this Agreement shall be construed as creating an independent contractual entitlement to any specific service provided by the Employer Organisation, and the Client acknowledges that Employer Organisation benefits form part of an integrated subscription-based service offering facilitated by Vertex.

10. Excluded Services

Unless specifically included in writing or quoted separately, the monthly subscription fee does not include:

• a) Labour Court proceedings;
• b) High Court litigation;
• c) Civil litigation;
• d) Criminal proceedings;
• e) Constitutional Court proceedings;
• f) Workplace investigations requiring physical attendance;
• g) Polygraph examinations;
• h) Private investigation services;
• i) Recruitment services;
• j) Payroll administration;
• k) Immigration services;
• l) Occupational Health and Safety audits;
• m) Large-scale retrenchment projects;
• n) Wage negotiations and collective bargaining;
• o) Strike management;
• p) Mass disciplinary enquiries;
• q) Workplace training;
• r) Physical attendance at disciplinary hearings beyond the agreed package;
• s) Travel, accommodation or disbursements;
• t) Any project work not reasonably contemplated by the subscribed package.

Where any excluded service is requested, Vertex shall provide the Client with a separate quotation before such services commence.

11. Site Visits and Travel

1. 11.1The Labour Protection Plans are primarily designed as remote advisory and support services.
2. 11.2Where physical attendance is requested by the Client or considered necessary by Vertex, additional charges may apply.
3. 11.3Site visits may be charged additionally.
4. 11.4Vertex shall advise the Client of the applicable charges before undertaking any chargeable site visit wherever reasonably practicable.
5. 11.5Refer to the Professional Fee Schedule.

12. S.H.I.E.L.D. Platform

1. 12.1The Client shall receive access to the S.H.I.E.L.D. Platform for the duration of the active subscription.
2. 12.2Access includes the use of available online features appropriate to the subscribed package.
3. 12.3Vertex may modify, enhance, suspend or discontinue any feature of the Platform from time to time in order to improve functionality, security or performance.
4. 12.4The Client shall maintain the confidentiality of all login credentials and shall be responsible for all activity conducted through its authorised user accounts.
5. 12.5Platform access may be suspended where the Client's account falls into arrears or where Vertex reasonably believes that the Platform is being used contrary to these Terms and Conditions.
6. 12.6All intellectual property rights relating to the S.H.I.E.L.D. Platform remain the exclusive property of Vertex or its licensors.
7. 12.7Access to the S.H.I.E.L.D. Platform shall remain available only while the Client's account remains active and in good standing. Vertex reserves the right to suspend or terminate access where subscription fees remain unpaid, where this Agreement is terminated, or where the Platform is used contrary to these Terms and Conditions.
8. 12.8Upon termination of the Agreement, the Client's access to the S.H.I.E.L.D. Platform shall cease. Vertex may retain electronic records and documentation for such period as may be required by law or its internal document retention policies, after which such records may be archived or securely destroyed.

13. Administration & S.H.I.E.L.D. Portal Setup Fee

1. 13.1Upon commencement of services, a once-off Administration & S.H.I.E.L.D. Portal Setup Fee of R995.00 (Nine Hundred and Ninety-Five Rand) shall be payable by the Client where the Client elects to subscribe on a month-to-month basis or for any period of less than twelve (12) months.
2. 13.2The Administration & S.H.I.E.L.D. Portal Setup Fee covers the administrative and implementation costs associated with onboarding the Client, including but not limited to:
   • a) Client onboarding and account creation;
   • b) S.H.I.E.L.D. Portal activation and system configuration;
   • c) User profile creation and access allocation;
   • d) Employer Organisation registration and membership administration (where applicable);
   • e) Initial compliance and workplace risk assessment;
   • f) Employee database creation and system configuration;
   • g) Digital file creation and document management setup;
   • h) Initial consultation and implementation administration.
3. 13.3The Administration & S.H.I.E.L.D. Portal Setup Fee shall be invoiced together with the Client's first monthly subscription fee and shall be payable prior to the commencement of services.
4. 13.4The Administration & S.H.I.E.L.D. Portal Setup Fee is a once-off fee and is non-refundable once onboarding or implementation has commenced, irrespective of whether the Client subsequently terminates the Agreement.
5. 13.5Clients who enter into a fixed-term Service Agreement for a continuous period of twelve (12) months shall qualify for a full waiver of the Administration & S.H.I.E.L.D. Portal Setup Fee.
6. 13.6Where a Client receives the benefit of the waived Administration & S.H.I.E.L.D. Portal Setup Fee by entering into a twelve (12) month Agreement, but terminates the Agreement before expiry of the fixed term for any reason attributable to the Client, Vertex reserves the right to immediately recover the full Administration & S.H.I.E.L.D. Portal Setup Fee together with any other discounts granted in terms of the Agreement.
7. 13.7The waiver of the Administration & S.H.I.E.L.D. Portal Setup Fee is a promotional incentive offered in consideration for the Client's twelve (12) month contractual commitment and shall not constitute a permanent entitlement.

14. Payment Terms

1. 14.1Monthly subscription fees are payable monthly in advance and shall be due on or before the agreed payment date reflected on the Client's invoice or Debit Order Mandate.
2. 14.2Unless otherwise agreed in writing, all invoices shall be payable within seven (7) calendar days of the invoice date.
3. 14.3Payments may be made by:
   • a) Approved Debit Order;
   • b) Electronic Funds Transfer (EFT); or
   • c) Any other payment method approved by Vertex.
4. 14.4The Client remains responsible for ensuring that payment is received by Vertex on or before the due date.
5. 14.5Interest may be charged on overdue accounts at the maximum rate permitted by law.
6. 14.6Vertex reserves the right to suspend any or all services, including access to the S.H.I.E.L.D. Platform, Employer Organisation benefits and ongoing advisory services, where the Client's account remains unpaid.
7. 14.7Suspension of services shall not relieve the Client from its obligation to pay all outstanding amounts owing.
8. 14.8Any legal costs incurred in recovering outstanding amounts shall be recoverable from the Client on the attorney-and-client scale as permitted by law.

15. Debit Order Discount

1. 15.1Clients who elect to pay their monthly subscription by approved Debit Order shall qualify for a five percent (5%) Debit Order Discount on the applicable monthly subscription fee.
2. 15.2The discount shall remain applicable only while the approved Debit Order remains active and all payments are successfully collected.
3. 15.3The Debit Order Discount shall automatically lapse where:
   • a) a Debit Order is dishonoured;
   • b) the Client cancels the Debit Order;
   • c) the account falls into arrears; or
   • d) the Client changes to another approved payment method.
4. 15.4Vertex reserves the right to recover any discounts granted during periods where the Debit Order requirements were not complied with.

16. Fixed-Term Service Agreements

1. 16.1Clients who enter into a fixed-term Service Agreement for a continuous period of twelve (12) months shall qualify for a ten percent (10%) Fixed-Term Subscription Discount on the applicable monthly subscription fee.
2. 16.2Clients entering into a twelve (12) month Agreement shall furthermore qualify for the waiver of the once-off Administration & S.H.I.E.L.D. Portal Setup Fee referred to in Clause 13.
3. 16.3The Fixed-Term Discount and Administration Fee waiver are offered in consideration for the Client's contractual commitment to the full twelve (12) month subscription period.
4. 16.4Should the Client terminate the Agreement before expiry of the fixed term, or otherwise breach the Agreement resulting in its cancellation, Vertex reserves the right to recover:
   • a) the full Administration & S.H.I.E.L.D. Portal Setup Fee;
   • b) all Fixed-Term Subscription Discounts previously granted;
   • c) any Debit Order Discounts previously granted where applicable; and
   • d) any other monies lawfully owing under this Agreement.
5. 16.5Nothing contained in this clause shall prejudice any other legal remedies available to Vertex.

17. Price Reviews

1. 17.1Vertex reserves the right to review its pricing annually.
2. 17.2Pricing reviews may take into account:
   • a) Inflation;
   • b) Increases in operational costs;
   • c) Increases in technology and platform maintenance costs;
   • d) Increases in Employer Organisation membership fees;
   • e) Legislative amendments;
   • f) Increased labour compliance obligations;
   • g) Market conditions;
   • h) Any other factor materially affecting the cost of providing the Services.
3. 17.3Vertex shall provide not less than thirty (30) calendar days written notice of any annual pricing adjustment.

18. Complexity Review

1. 18.1Vertex reserves the right to conduct a Complexity Review at any time after commencement of services.
2. 18.2A Complexity Review may be initiated where:
   • a) Employee numbers materially increase;
   • b) The Client's workplace becomes heavily unionised;
   • c) Bargaining Council obligations materially increase;
   • d) The actual workplace environment differs from that disclosed during onboarding;
   • e) Service utilisation consistently exceeds the reasonable expectations of the subscribed package;
   • f) Significant organisational restructuring occurs;
   • g) Workplace conflict levels materially exceed normal industry expectations.
3. 18.3Following a Complexity Review, Vertex may:
   • a) recommend migration to another package;
   • b) apply an Industry Risk Multiplier;
   • c) implement customised enterprise pricing;
   • d) increase the monthly subscription fee to better reflect the level of service required.
4. 18.4Vertex shall provide written notice setting out the reasons for the proposed adjustment.
5. 18.5Should the Client not accept the revised pricing, either party may terminate the Agreement on one calendar month's written notice, subject to any applicable fixed-term obligations.

19. Client Disclosure Obligations

1. 19.1The Client warrants that all information supplied during onboarding is true, accurate and complete.
2. 19.2The Client shall immediately notify Vertex of any material changes affecting its workplace, including but not limited to:
   • a) Employee numbers;
   • b) Bargaining Council registration;
   • c) Trade Union recognition;
   • d) Collective bargaining;
   • e) Pending strikes;
   • f) Retrenchments;
   • g) Business restructuring;
   • h) Mergers or acquisitions;
   • i) Existing or anticipated labour disputes.
3. 19.3Failure to disclose material information may result in:
   • a) Immediate Complexity Review;
   • b) Repricing of the subscribed package;
   • c) Recovery of additional fees reasonably incurred by Vertex;
   • d) Suspension of services until accurate information has been provided.
4. 19.4Vertex shall not be liable for any loss arising from advice provided on the basis of incomplete, inaccurate or misleading information supplied by the Client.

20. Client Cooperation and Responsibilities

1. 20.1The Client acknowledges that Vertex's ability to provide accurate and effective advice is dependent upon the Client's full cooperation, timely communication and the provision of complete and accurate information.
2. 20.2The Client undertakes to:
   • a) Provide Vertex with all documentation, information and instructions reasonably required to perform the Services;
   • b) Ensure that all information supplied is complete, accurate and not misleading;
   • c) Respond to requests for information or documentation within a reasonable time;
   • d) Designate an authorised representative with authority to provide instructions and make decisions on behalf of the Client;
   • e) Promptly inform Vertex of any material changes affecting the workplace, employees or employment relationships;
   • f) Implement lawful advice, recommendations and documentation provided by Vertex where the Client elects to proceed with such advice;
   • g) Notify Vertex immediately of any pending disciplinary action, grievances, labour disputes, strikes, lock-outs, retrenchments, inspections, compliance notices, CCMA referrals or Bargaining Council disputes.
3. 20.3Vertex shall not be responsible for delays in the provision of Services where such delays arise as a result of:
   • a) The Client's failure to provide instructions;
   • b) Delayed submission of documentation;
   • c) Incomplete or inaccurate information;
   • d) Failure to make employees or witnesses available;
   • e) Delays caused by third parties beyond Vertex's reasonable control.
4. 20.4The Client acknowledges that all employment decisions, including disciplinary action, dismissals, retrenchments, promotions, transfers and contractual decisions, remain the sole responsibility of the Client.
5. 20.5Vertex provides professional advice and recommendations only. The Client shall remain responsible for deciding whether to implement such advice.
6. 20.6Where the Client elects not to follow Vertex's advice or recommendations, Vertex shall not be liable for any loss, damages, costs, penalties or legal consequences arising from such decision.
7. 20.7The Client further acknowledges that the success of any labour matter depends upon numerous factors outside the control of Vertex, including the credibility of witnesses, availability of evidence, conduct of employees, findings of Commissioners, Arbitrators, Judges and statutory bodies.
8. 20.8The Client agrees to cooperate fully during any investigation, disciplinary process, conciliation, arbitration or legal proceeding in which Vertex provides assistance or representation.
9. 20.9Failure by the Client to reasonably cooperate with Vertex may constitute a material breach of this Agreement and may entitle Vertex to suspend Services until such cooperation has been restored.
10. 20.10Reliance on Advice — the Client acknowledges that Vertex provides professional advice based on the facts, documentation and instructions available at the time such advice is requested. Should additional information subsequently become available, or should the factual circumstances materially differ from those originally disclosed, Vertex reserves the right to amend or withdraw its advice. The Client agrees that Vertex shall not be held liable where advice was provided on incomplete, inaccurate or subsequently altered information supplied by the Client or any third party.

21. Limitation of Liability

1. 21.1Vertex undertakes to provide its Services with the degree of skill, care and diligence reasonably expected of professional Industrial Relations and Human Resources consultants.
2. 21.2The Client acknowledges that Vertex provides professional advice and assistance based on the information available at the time and cannot guarantee the outcome of any disciplinary hearing, grievance, incapacity process, retrenchment, CCMA matter, Bargaining Council dispute, Labour Court matter or any other legal or employment-related proceeding.
3. 21.3All employment decisions remain the sole responsibility of the Client. Vertex shall not be responsible for decisions made by the Client contrary to the advice provided by Vertex.
4. 21.4Vertex shall not be liable for any indirect, consequential, special or economic loss, including but not limited to:
   • a) Loss of profits;
   • b) Loss of business opportunities;
   • c) Loss of contracts;
   • d) Reputational damage;
   • e) Business interruption;
   • f) Penalties imposed by third parties;
   • g) Costs arising from the Client's failure to comply with legislation or professional advice.
5. 21.5To the fullest extent permitted by law, Vertex's total aggregate liability arising from this Agreement shall not exceed the total subscription fees actually paid by the Client during the six (6) months immediately preceding the event giving rise to the claim.
6. 21.6Nothing contained in this Agreement shall exclude liability where such exclusion is prohibited by South African law.
7. 21.7Professional Judgement — the Client acknowledges that the Services provided by Vertex involve the exercise of professional skill, knowledge, experience and judgement based upon the facts, documentation, information and instructions available to Vertex at the time the Services are rendered. All professional opinions, advice and recommendations are provided in good faith and in accordance with the information reasonably available at the relevant time.
8. 21.8Inherent Uncertainty of Employment and Labour Law — the Client acknowledges that employment and labour law matters frequently involve disputed facts, conflicting evidence, differing legal interpretations, procedural considerations, witness credibility and the exercise of discretion by Commissioners, Arbitrators, Judges, Bargaining Councils, statutory authorities and other decision-makers, all of which are beyond the reasonable control of Vertex. Accordingly, Vertex does not warrant, represent or guarantee:
   • a) the outcome of any disciplinary hearing, grievance, incapacity enquiry, poor performance process, retrenchment consultation, workplace investigation or any other employment-related process;
   • b) that any dismissal, disciplinary sanction or employment decision will ultimately be found to be fair or lawful by the CCMA, a Bargaining Council, the Labour Court or any other tribunal or court;
   • c) that any advice, recommendation or opinion provided by Vertex will be accepted, upheld or confirmed by any Commissioner, Arbitrator, Judge or regulatory authority;
   • d) the outcome of any conciliation, arbitration, litigation, inspection, compliance process or legal proceeding; or
   • e) that any particular commercial, legal or operational objective will be achieved.
9. 21.9Nature of Professional Advice — the Client acknowledges that all advice, recommendations, opinions, strategic guidance, risk assessments and proposed courses of action provided by Vertex constitute professional opinions only, based upon the information available at the relevant time, and shall not be construed as warranties, guarantees or assurances of any particular legal, commercial or financial outcome.
10. 21.10Client Responsibility for Decisions — the Client acknowledges that Vertex acts solely in an advisory and consultative capacity and does not make employment, disciplinary, operational or commercial decisions on behalf of the Client. The Client further acknowledges that the management of its business, the exercise of managerial prerogative and all employment-related decisions, including but not limited to recruitment, disciplinary action, dismissal, suspension, incapacity management, poor performance management, retrenchment, contractual decisions, settlement negotiations and litigation strategy, remain exclusively the responsibility of the Client. Where Vertex recommends one or more lawful, reasonable or commercially appropriate courses of action, the final decision as to whether to implement such recommendation, and which course of action to adopt, shall remain entirely within the discretion of the Client. The Client acknowledges that the implementation of any recommendation made by Vertex constitutes the Client's own informed business decision. The Client acknowledges that Vertex's recommendations are intended to assist the Client in making informed management decisions and that, where more than one lawful or commercially reasonable course of action exists, Vertex may present the advantages, disadvantages and associated risks of each option. The ultimate selection of the preferred course of action shall at all times remain the sole responsibility of the Client, and the Client accepts responsibility for the consequences of that decision.
11. 21.11Limitation of Liability for Outcomes — without limiting the generality of this Clause 21, and to the fullest extent permitted by applicable law, Vertex shall not be liable for any loss, damages, compensation, reinstatement order, back-pay award, statutory penalty, settlement amount, legal costs or other financial consequence arising solely from:
    • a) any award, ruling or decision made by the CCMA, a Bargaining Council, the Labour Court, any Court of competent jurisdiction or any statutory or regulatory authority;
    • b) the exercise of judicial, arbitral or administrative discretion by any Commissioner, Arbitrator, Judge or other decision-maker;
    • c) the Client's decision to implement or not implement any advice or recommendation provided by Vertex;
    • d) the Client selecting one of several lawful or commercially reasonable courses of action presented by Vertex;
    • e) changes in legislation, judicial interpretation or legal precedent occurring after the advice or recommendation was provided; or
    • f) facts, evidence or circumstances which were unknown to Vertex or not disclosed by the Client at the time the advice was provided.
12. 21.12Client Indemnity — subject to applicable law, the Client agrees to indemnify and hold harmless Vertex, its directors, employees, consultants, Chairpersons, attorneys, agents and authorised representatives against any claim by the Client for indirect, consequential or economic loss arising from the Client's implementation of professional advice or recommendations provided by Vertex, including any reinstatement order, compensation award, back-pay order, legal costs, settlement, statutory penalty or regulatory sanction, save where such loss has arisen directly as a result of the fraud, wilful misconduct or gross negligence of Vertex.
13. 21.13No Guarantee of Success — the Client expressly acknowledges that no opinion, recommendation, strategy, assessment or advice provided by Vertex shall constitute a guarantee that any disciplinary action, dismissal, retrenchment, CCMA matter, Bargaining Council dispute, Labour Court matter or other employment-related proceeding will succeed or that any Commissioner, Arbitrator, Judge or other decision-maker will reach the same conclusion or adopt the same reasoning as Vertex.
14. 21.14Survival — the provisions of Clauses 21.7 to 21.13 shall survive the termination or expiry of this Agreement and shall continue to apply in respect of all Services rendered by Vertex during the currency of this Agreement.

22. Confidentiality and POPIA

1. 22.1Each party undertakes to treat all confidential information received from the other party as strictly confidential.
2. 22.2Confidential information includes, but is not limited to:
   • a) Employment records;
   • b) Personnel files;
   • c) Payroll information;
   • d) Commercial information;
   • e) Internal policies;
   • f) Legal advice;
   • g) Investigation reports;
   • h) Trade secrets;
   • i) Information stored on the S.H.I.E.L.D. Platform.
3. 22.3Vertex shall process personal information in accordance with the Protection of Personal Information Act, 2013 ("POPIA"), and any other applicable legislation.
4. 22.4The Client warrants that it is authorised to provide employee information to Vertex for purposes of rendering the Services.
5. 22.5Vertex may process, store and transmit personal information where reasonably necessary to provide the Services or where required by law.
6. 22.6The confidentiality obligations contained in this Agreement shall survive termination.

23. Electronic Communications

1. 23.1The Client agrees that instructions received by Vertex through email, the S.H.I.E.L.D. Platform, WhatsApp or any other agreed electronic communication platform shall be deemed valid instructions unless the Client advises otherwise in writing.
2. 23.2Vertex may rely upon any instruction reasonably believed to have originated from the Client or the Client's authorised representative.
3. 23.3Neither party shall be liable for delays caused by failures of telecommunications networks, internet service providers or other electronic systems beyond its reasonable control.
4. 23.4Electronic signatures, electronic approvals and digitally accepted quotations shall be regarded as legally binding to the fullest extent permitted by South African law.

24. Force Majeure

1. 24.1Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure is caused by circumstances beyond its reasonable control.
2. 24.2Such circumstances include, but are not limited to:
   • a) Natural disasters;
   • b) Fire;
   • c) Flood;
   • d) Epidemics or pandemics;
   • e) Government action;
   • f) Civil unrest;
   • g) Industrial action;
   • h) Load shedding or prolonged utility failures;
   • i) Failure of telecommunications or internet infrastructure;
   • j) Any other event beyond the reasonable control of the affected party.
3. 24.3The affected party shall notify the other party as soon as reasonably practicable.

25. Termination

1. 25.1Month-to-month Agreements may be terminated by either party upon one (1) calendar month's written notice.
2. 25.2Fixed-term Agreements shall remain binding for the agreed contractual period unless terminated in accordance with this Agreement or applicable law.
3. 25.3Vertex may immediately suspend or terminate the Agreement where:
   • a) The Client commits a material breach of the Agreement;
   • b) The Client fails to make payment after demand;
   • c) The Client provides materially false or misleading information;
   • d) Continued provision of the Services would require Vertex to act unlawfully, unethically or contrary to professional standards.
4. 25.4Upon termination:
   • a) All outstanding fees shall immediately become due and payable;
   • b) Access to the S.H.I.E.L.D. Platform shall cease;
   • c) Employer Organisation benefits may terminate in accordance with the relevant membership rules;
   • d) The Client shall remain liable for all amounts accrued prior to termination.
5. 25.5Any clause which by its nature is intended to survive termination shall continue in full force and effect.

26. General Provisions

1. 26.1Entire Agreement — this Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations and understandings relating to the subject matter hereof.
2. 26.2Amendments — no amendment to this Agreement shall be binding unless reduced to writing and signed by both parties, except where these Terms and Conditions expressly permit Vertex to amend operational policies, pricing structures or package benefits upon reasonable written notice.
3. 26.3Waiver — no relaxation, indulgence or failure by either party to enforce any provision of this Agreement shall constitute a waiver of that provision or any other rights.
4. 26.4Severability — should any provision of this Agreement be found invalid, unlawful or unenforceable, such provision shall be severed and the remaining provisions shall remain of full force and effect.
5. 26.5Applicable Law — this Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.
6. 26.6Jurisdiction — the parties consent to the jurisdiction of the Magistrates' Court having jurisdiction, notwithstanding that the amount in dispute may exceed the ordinary monetary jurisdiction of that Court. Vertex shall, however, retain the right to institute proceedings in any other court of competent jurisdiction.
7. 26.7Cession and Assignment — the Client may not cede, assign or transfer any rights or obligations arising from this Agreement without the prior written consent of Vertex.
8. 26.8Notices — any notice required under this Agreement shall be in writing and delivered by hand, email or any other agreed electronic communication method to the addresses nominated by the parties.
9. 26.9Variation of Services — Vertex reserves the right to improve, modify or replace any aspect of its services, technology platforms or operational processes, provided that such changes do not materially reduce the overall value of the subscribed Labour Protection Plan.
10. 26.10Acceptance — by signing the Service Agreement, Quotation, Authority to Act, Debit Order Mandate or any other onboarding documentation, the Client acknowledges that it has read, understood and agrees to be bound by these Terms and Conditions.

27. Intellectual Property

1. 27.1All intellectual property rights, including but not limited to all documents, templates, employment contracts, disciplinary documentation, policies, procedures, handbooks, checklists, compliance frameworks, reports, training material, presentations, software, workflows, methodologies, systems, databases and all content made available through the S.H.I.E.L.D. Platform shall remain the exclusive property of Vertex unless expressly agreed otherwise in writing.
2. 27.2The Client is granted a non-exclusive, non-transferable and revocable licence to use such documentation solely for its own internal business purposes during the term of this Agreement.
3. 27.3The Client shall not, without the prior written consent of Vertex:
   • a) reproduce or duplicate such material for commercial purposes;
   • b) distribute or publish such material to third parties;
   • c) sell, licence or otherwise exploit such material;
   • d) remove or alter any copyright, trade mark or proprietary notices contained therein.
4. 27.4Upon termination of this Agreement, the Client may continue to use employment documentation already implemented within its business but shall not be entitled to reproduce, commercialise or distribute Vertex's proprietary documentation, systems or methodologies.
5. 27.5All trademarks, logos, branding, business names, designs and proprietary technology, including the S.H.I.E.L.D. Platform, remain the exclusive intellectual property of Vertex.

28. Non-Solicitation of Employees and Consultants

1. 28.1During the currency of this Agreement and for a continuous period of twelve (12) months following the termination or expiry of this Agreement for any reason whatsoever, the Client shall not, without the prior written consent of Vertex, directly or indirectly:
   • a) employ;
   • b) offer employment to;
   • c) appoint;
   • d) engage as an independent contractor;
   • e) retain as a consultant;
   • f) contract with through any third party or intermediary;
   • g) solicit, induce, entice or encourage;
   • h) facilitate or assist in the engagement of; or
   • i) otherwise circumvent Vertex by obtaining the services of,
   any employee, consultant, independent contractor, Chairperson, Labour Consultant, Attorney, representative or other personnel of Vertex who rendered services to the Client or was introduced to the Client by Vertex at any time during the twelve (12) months immediately preceding such termination or engagement. For purposes of this clause, it shall be irrelevant whether such engagement occurs directly, indirectly, through another juristic person, recruitment agency, labour broker, contractor, associated entity, family member, holding company, subsidiary, affiliate or any other intermediary. Any arrangement having the effect of obtaining the services of such person without Vertex's prior written consent shall constitute a breach of this Agreement.
2. 28.2Should the Client, directly or indirectly, employ, engage or otherwise contract with any employee, consultant or representative of Vertex in breach of this clause, the Client shall immediately become liable to pay Vertex, upon written demand, a recruitment and replacement fee equal to six (6) months of that individual's gross remuneration, consulting fees or average monthly earnings, whichever is applicable.
3. 28.3The Client expressly acknowledges and agrees that:
   • a) the recruitment and replacement fee is due and payable immediately upon breach of this clause;
   • b) the amount stipulated herein has been freely negotiated and agreed between the parties prior to the commencement of this Agreement;
   • c) the amount represents a genuine and reasonable pre-estimate of the losses, costs and expenses likely to be incurred by Vertex in recruiting, training, onboarding and integrating a suitable replacement, together with the disruption to client service, operational continuity and loss of institutional knowledge;
   • d) the amount is fair and reasonable in the circumstances and is not intended to operate as a penalty, punishment or unlawful forfeiture.
4. 28.4Should Vertex be required to institute legal proceedings or engage attorneys to recover any amount payable in terms of this clause, the Client agrees to pay all legal costs incurred by Vertex on the scale as between attorney and own client, together with all collection commission, tracing fees, sheriff's charges, counsel's fees and any other reasonable costs incurred in enforcing Vertex's rights, to the extent permitted by law.
5. 28.5The Client acknowledges that the recruitment and replacement fee provided for in this clause is without prejudice to any other rights or remedies available to Vertex in law, including the right to claim any additional damages to the extent that Vertex is able to prove losses exceeding the agreed recruitment and replacement fee.
6. 28.6The parties confirm that they have specifically negotiated and agreed to the provisions of this clause, having considered the specialised nature of Vertex's business, the confidential information entrusted to its personnel, the investment made in recruiting and developing its employees and consultants, and the significant operational disruption likely to result from the loss of such personnel.

29. Recording of Hearings, Consultations and Virtual Proceedings

1. 29.1The Client acknowledges and agrees that Vertex may record online disciplinary hearings, grievance hearings, incapacity enquiries, consultations, virtual meetings and other proceedings conducted by electronic means.
2. 29.2Recordings may be made for purposes including, but not limited to:
   • a) maintaining an accurate record of proceedings;
   • b) quality assurance;
   • c) training and supervision of personnel;
   • d) evidentiary purposes;
   • e) dispute resolution;
   • f) compliance with legal and professional obligations.
3. 29.3Vertex shall retain such recordings securely and process them in accordance with the Protection of Personal Information Act, 2013 (POPIA), and any other applicable legislation.
4. 29.4Access to recordings shall be restricted to authorised persons who require such access for legitimate business, legal or regulatory purposes.
5. 29.5Where a client requests a copy of a recording, Vertex may provide such recording subject to:
   • a) applicable legislation;
   • b) the rights of third parties;
   • c) payment of any reasonable administrative costs associated with the retrieval, preparation or duplication of the recording.
6. 29.6The Client shall ensure that all employees, representatives and participants attending virtual proceedings are informed that such proceedings may be recorded where permitted by law.
7. 29.7Nothing in this clause shall oblige Vertex to record every proceeding, and Vertex reserves the right to determine, in its sole discretion, whether any particular meeting or hearing will be recorded.
8. 29.8Where proceedings are not recorded, the written minutes, notes or outcome documents prepared by Vertex shall constitute the official record of the proceedings unless otherwise agreed in writing.

30. Artificial Intelligence, Automation and Technology-Assisted Services

1. 30.1The Client acknowledges and agrees that Vertex utilises proprietary technology, automation, digital workflows and Artificial Intelligence ("AI") as part of the S.H.I.E.L.D. Platform to improve the efficiency, consistency, accuracy and speed of service delivery.
2. 30.2Such technology may be utilised for, amongst other things:
   • a) document generation and drafting;
   • b) employment contract preparation;
   • c) policy generation and review;
   • d) disciplinary documentation;
   • e) hearing administration;
   • f) compliance monitoring;
   • g) legislative and procedural research;
   • h) workflow automation;
   • i) data analysis and reporting;
   • j) risk identification;
   • k) case management;
   • l) document classification and indexing;
   • m) scheduling and task management;
   • n) client communications;
   • o) knowledge management; and
   • p) any other technology-assisted process implemented by Vertex from time to time.
3. 30.3The Client acknowledges that Artificial Intelligence forms one component of Vertex's service delivery model and is intended to assist qualified professionals in performing administrative, analytical and document preparation functions more efficiently.
4. 30.4Where legal, professional or strategic judgement is required, Vertex shall ensure that the work product is reviewed, approved or supervised by an appropriately qualified consultant, attorney or authorised representative before being finalised or provided to the Client, where reasonably required having regard to the nature of the service.
5. 30.5The Client acknowledges that Artificial Intelligence technologies, like all technological tools, are not infallible and may occasionally produce incomplete, inaccurate or inconsistent outputs. Accordingly, Vertex does not warrant that any AI-generated content will be entirely free from error and reserves the right to amend, supplement or correct any work product where necessary.
6. 30.6The Client agrees that all decisions concerning employment, disciplinary action, dismissals, retrenchments, litigation, compliance and workplace management shall remain subject to the Client's own approval and shall not be made solely on the basis of AI-generated recommendations.
7. 30.7The Client consents to Vertex utilising Artificial Intelligence technologies in the processing of information, preparation of documentation, administration of matters and provision of Services, provided that such use is undertaken in accordance with applicable South African legislation, including the Protection of Personal Information Act, 2013 (POPIA), and Vertex's confidentiality obligations.
8. 30.8The Client acknowledges that the algorithms, software, prompts, workflows, automation processes, AI models, datasets, methodologies, reporting systems and technology incorporated into the S.H.I.E.L.D. Platform constitute valuable proprietary intellectual property belonging to Vertex and/or its licensed technology providers and that no ownership or licensing rights therein are transferred to the Client.
9. 30.9Vertex reserves the right to introduce, modify, replace, upgrade or discontinue any Artificial Intelligence, automation or technology-assisted functionality forming part of the S.H.I.E.L.D. Platform without prior notice, provided that such changes do not materially diminish the overall value of the Services subscribed to by the Client.
10. 30.10To the fullest extent permitted by law, Vertex shall not be liable for any loss, damage, cost or liability arising solely from the Client's reliance on AI-generated content where:
    • a) the Client has failed to seek clarification or professional advice from Vertex;
    • b) the Client has used AI-generated documents for purposes other than those intended;
    • c) the Client has altered, amended or modified documentation generated through the S.H.I.E.L.D. Platform without Vertex's approval; or
    • d) the Client has acted contrary to advice or recommendations provided by Vertex.
11. 30.11The Client further acknowledges that the primary purpose of Artificial Intelligence within the S.H.I.E.L.D. Platform is to enhance operational efficiency, reduce administrative delays, improve document consistency and support informed decision-making, and not to replace the professional expertise, legal knowledge and judgement of Vertex's qualified personnel.
12. 30.12Continuous Learning, Platform Improvement and Data Analytics — the Client acknowledges and agrees that Vertex continually develops, refines and improves the S.H.I.E.L.D. Platform, including its Artificial Intelligence, automation, analytical tools, reporting capabilities, workflows and supporting technologies, in order to enhance the quality, accuracy, efficiency, security and functionality of the Services provided.

    Accordingly, the Client expressly authorises Vertex to utilise anonymised, aggregated, de-identified and statistical operational data, system usage information, workflow metrics, service trends, platform performance data and other non-identifiable information generated through the Client's use of the S.H.I.E.L.D. Platform for purposes including, but not limited to:

    • a) improving Artificial Intelligence models and automated decision-support systems;
    • b) enhancing document generation and workflow automation;
    • c) improving compliance monitoring and risk analysis;
    • d) developing new products, services and platform functionality;
    • e) improving reporting, analytics and business intelligence capabilities;
    • f) identifying system inefficiencies, software defects and performance improvements;
    • g) improving cybersecurity, fraud detection and system integrity;
    • h) conducting internal research, testing, benchmarking and quality assurance;
    • i) improving user experience and platform performance; and
    • j) any other legitimate research, development or operational purpose reasonably connected with the continued enhancement of the S.H.I.E.L.D. Platform.

    Vertex undertakes that any information utilised for these purposes shall, where reasonably possible and appropriate, be anonymised, aggregated or otherwise de-identified so that neither the Client nor any identifiable employee or individual can reasonably be identified from such information.

    Nothing contained in this clause shall permit Vertex to disclose the Client's confidential information, trade secrets or personal information contrary to the Protection of Personal Information Act, 2013 (POPIA), any applicable legislation, or Vertex's contractual obligations of confidentiality.

    The Client acknowledges that all improvements, enhancements, refinements, developments, algorithms, Artificial Intelligence models, workflows, automation processes, software, reporting tools, methodologies, datasets, intellectual property and derivative works arising from such research and development shall remain the exclusive property of Vertex and/or its licensed technology providers, and the Client shall acquire no ownership or proprietary rights therein by virtue of its use of the S.H.I.E.L.D. Platform.

    The Client further acknowledges that continuous improvement of the S.H.I.E.L.D. Platform is an integral component of the Services provided by Vertex and consents to Vertex implementing upgrades, improvements, enhancements and new functionality from time to time, provided that such changes do not materially reduce the overall functionality or value of the subscribed Services.

13. 30.13Autonomous and Semi-Autonomous Artificial Intelligence Functionality
    1. The Client acknowledges and agrees that Vertex may, from time to time, develop, implement, introduce and utilise autonomous or semi-autonomous Artificial Intelligence ("AI") functionality as part of the S.H.I.E.L.D. Platform and the Services provided under this Agreement.
    2. Such Artificial Intelligence functionality may include, but shall not be limited to:
       • a) the automated or semi-automated generation of employment documentation;
       • b) employment contract drafting;
       • c) disciplinary documentation and hearing preparation;
       • d) policy drafting and review;
       • e) legal and compliance risk identification;
       • f) procedural guidance and recommendations;
       • g) administrative workflow automation;
       • h) employment data analysis;
       • i) predictive analytics and reporting;
       • j) compliance monitoring;
       • k) case management and document management;
       • l) decision-support recommendations;
       • m) scheduling, notifications and workflow administration; and
       • n) any other technology-assisted functionality developed or implemented by Vertex from time to time for the purpose of improving the efficiency, consistency, quality and effectiveness of the Services.
    3. The Client expressly acknowledges and agrees that all Artificial Intelligence functionality forms an integral component of Vertex's proprietary service delivery model and is intended solely to support, enhance and improve the professional services provided by Vertex.
    4. The Client further acknowledges that Artificial Intelligence functionality:
       • a) does not constitute independent legal advice;
       • b) does not replace professional judgement;
       • c) does not replace the expertise, oversight or responsibility of Vertex's qualified consultants, attorneys or authorised representatives; and
       • d) shall be utilised solely as a professional support tool where human judgement, legal interpretation or strategic decision-making is reasonably required.
    5. The Client acknowledges and agrees that:
       • a) all employment-related decisions, including but not limited to disciplinary action, dismissals, retrenchments, contractual decisions, litigation strategy, compliance decisions and workplace management decisions, shall remain subject to appropriate human oversight and the final approval of the Client and/or Vertex's authorised professionals, as may be applicable;
       • b) any recommendations, analyses, reports, risk assessments or outputs generated by Artificial Intelligence shall be regarded as advisory and decision-support tools only;
       • c) Artificial Intelligence functionality is intended to assist the Client and Vertex in making informed decisions and shall not replace the exercise of professional judgement by appropriately qualified personnel;
       • d) the Client remains solely responsible for all employment, operational and commercial decisions implemented within its business; and
       • e) the Client acknowledges that any recommendations, analyses or outputs generated through Artificial Intelligence shall be regarded as advisory in nature and shall not be relied upon as the sole basis for any employment, legal or commercial decision without appropriate consideration of the surrounding facts, applicable legislation, prevailing case law and the professional advice or oversight of Vertex's qualified personnel where such professional judgement is reasonably required.
    6. The Client hereby consents to Vertex introducing additional Artificial Intelligence functionality, automation, machine learning capabilities, autonomous or semi-autonomous processes and other technology-assisted features from time to time as part of the ongoing development and enhancement of the S.H.I.E.L.D. Platform.
    7. The Client agrees that the implementation of such enhancements, upgrades or additional functionality shall not constitute a material amendment to this Agreement, provided that:
       • a) such functionality is introduced for the purpose of improving, enhancing or expanding the Services;
       • b) the implementation complies with all applicable legislation, including the Protection of Personal Information Act, 2013 (POPIA);
       • c) Vertex continues to maintain appropriate confidentiality, cybersecurity and data protection safeguards; and
       • d) such enhancements do not materially diminish the overall functionality or value of the Services subscribed to by the Client.
    8. Nothing contained in this clause shall be construed as limiting Vertex's right to develop, modify, enhance, replace, suspend, discontinue or integrate any Artificial Intelligence, automation or technology-assisted functionality forming part of the S.H.I.E.L.D. Platform, provided that such changes are implemented in good faith and in furtherance of improving the Services offered to its Clients.
    9. The Client further acknowledges and agrees that Vertex may integrate third-party Artificial Intelligence technologies, large language models, cloud computing services, application programming interfaces (APIs), automation platforms, software services and other technology providers into the S.H.I.E.L.D. Platform where such integration enhances, supports or improves the Services provided under this Agreement.
    10. Vertex shall exercise reasonable care in selecting and managing any third-party technology providers utilised as part of the S.H.I.E.L.D. Platform and shall maintain appropriate contractual, confidentiality, cybersecurity and data protection safeguards in relation to such integrations, subject always to applicable legislation, including the Protection of Personal Information Act, 2013 (POPIA).
    11. The Client acknowledges that the integration of third-party technologies shall not affect Vertex's ownership of the S.H.I.E.L.D. Platform, its proprietary software, workflows, methodologies, automation processes, Artificial Intelligence implementations, algorithms, databases, reports, intellectual property or service delivery model, all of which shall remain the exclusive property of Vertex and/or its licensed technology providers.
    12. The Client agrees that the implementation, replacement or enhancement of any Artificial Intelligence or technology-assisted functionality forming part of the S.H.I.E.L.D. Platform shall not constitute a variation of this Agreement requiring further consent by the Client, provided that such functionality is introduced to improve the Services and does not materially diminish the overall value of the subscribed Labour Protection Plan.
    13. The Client acknowledges and agrees that the S.H.I.E.L.D. Platform is intended to evolve continuously as technology advances and that continuous innovation forms an integral component of the Services provided by Vertex. Accordingly, Vertex may, from time to time, introduce additional Artificial Intelligence capabilities, automation processes, digital workflows, integrations, reporting tools, analytical features, compliance technologies and other enhancements reasonably connected with the Services provided under this Agreement. The Client acknowledges that such ongoing development constitutes a material benefit of the subscribed Labour Protection Plan and agrees that the implementation of such enhancements shall not, in itself, constitute a variation of this Agreement or require further consent, provided that such enhancements are introduced in good faith, comply with applicable legislation and do not materially diminish the overall functionality or value of the Services subscribed to by the Client.

31. Conflict of Interest

1. 31.1The Client acknowledges that Vertex provides professional services to a wide range of employers, organisations and businesses across various industries throughout the Republic of South Africa.
2. 31.2Vertex shall take all reasonable steps to identify and manage actual or potential conflicts of interest in accordance with its professional obligations.
3. 31.3Where Vertex reasonably believes that an actual or potential conflict of interest exists, Vertex may, at its sole discretion:
   • a) decline to accept instructions;
   • b) suspend the provision of Services;
   • c) withdraw from acting in a particular matter;
   • d) terminate the Agreement upon reasonable written notice; or
   • e) implement such measures as may reasonably be necessary to manage the conflict.
4. 31.4The Client acknowledges that Vertex shall not be liable for any loss arising from its decision to decline instructions or withdraw from acting where such decision is made in order to manage an actual or potential conflict of interest.

32. Document Retention

1. 32.1Vertex shall retain electronic records, documentation and client files for such period as it considers reasonably necessary, having regard to applicable legislation, professional obligations and its internal document retention policies.
2. 32.2Following termination of this Agreement, Vertex may archive, securely store or permanently destroy documentation after expiry of the applicable retention period.
3. 32.3Vertex shall not be obliged to retain documentation indefinitely and shall not be liable for any loss arising from the destruction of records after the expiry of its applicable retention period.

33. Prescription of Claims

1. 33.1Subject to any applicable legislation providing otherwise, the Client agrees that any claim arising out of or in connection with this Agreement shall be instituted within twelve (12) months from the date upon which the Client became aware, or ought reasonably to have become aware, of the facts giving rise to such claim.
2. 33.2Failure to institute such claim within the period referred to above shall, to the fullest extent permitted by law, constitute a waiver of such claim.

34. Independent Contractor

1. 34.1Vertex acts at all times as an independent contractor.
2. 34.2Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, employment relationship or fiduciary relationship between Vertex and the Client.
3. 34.3Neither party shall have authority to bind the other except where expressly authorised in writing.

35. Subcontracting and Professional Associates

1. 35.1The Client acknowledges and agrees that Vertex may utilise appropriately qualified employees, consultants, attorneys, advocates, labour consultants, chairpersons, investigators, payroll specialists, immigration specialists, accountants, information technology providers or other suitably qualified professional service providers for purposes of providing or supporting the Services.
2. 35.2Vertex may subcontract or delegate any portion of the Services where it reasonably considers such delegation necessary or desirable for the effective delivery of the Services.
3. 35.3Vertex shall remain responsible for the overall management and coordination of any Services performed on its behalf.
4. 35.4Nothing contained herein shall oblige Vertex to personally perform every aspect of the Services.

36. Cyber Security and System Availability

1. 36.1Vertex shall implement reasonable technical and organisational measures designed to protect the security, confidentiality and integrity of the S.H.I.E.L.D. Platform and all associated digital systems.
2. 36.2The Client acknowledges that no internet-based platform can be guaranteed to be completely secure or continuously available.
3. 36.3Vertex shall not be liable for any temporary interruption of the S.H.I.E.L.D. Platform resulting from:
   • a) scheduled maintenance;
   • b) software updates;
   • c) cyber security incidents;
   • d) telecommunications failures;
   • e) internet service interruptions;
   • f) failures of third-party hosting providers;
   • g) power interruptions;
   • h) force majeure events; or
   • i) any other event beyond the reasonable control of Vertex.
4. 36.4Vertex shall use reasonable endeavours to restore interrupted Services as soon as reasonably practicable.

37. Client Access Credentials

1. 37.1The Client shall be responsible for maintaining the confidentiality of all usernames, passwords and other access credentials relating to the S.H.I.E.L.D. Platform.
2. 37.2The Client shall immediately notify Vertex upon becoming aware of any unauthorised access or suspected compromise of its user accounts.
3. 37.3The Client shall remain responsible for all activity conducted using its authorised user accounts unless such activity results solely from a security breach attributable to Vertex.

38. South African Law

1. 38.1Unless expressly agreed otherwise in writing, all advice, documentation and Services provided by Vertex are prepared in accordance with the laws of the Republic of South Africa.
2. 38.2Vertex accepts no responsibility for compliance with the laws of any foreign jurisdiction unless specifically instructed in writing and agreed to by Vertex.

39. Integrated Service Offering

1. 39.1The Client acknowledges that each Labour Protection Plan constitutes an integrated subscription-based service offering designed to provide comprehensive Industrial Relations and Labour Law support.
2. 39.2The various components comprising the subscribed package have not been individually priced and are not available for separate purchase unless otherwise agreed by Vertex in writing.
3. 39.3The Client shall not be entitled to any refund, credit, rebate or reduction in the monthly subscription fee where the Client elects not to utilise any component of the subscribed Labour Protection Plan.
4. 39.4Failure by the Client to utilise any included benefit shall not relieve the Client from its obligation to pay the agreed subscription fee.

40. Service Availability and Business Hours

1. 40.1Unless otherwise agreed in writing, Vertex shall provide its Services during its normal business hours.
2. 40.2References to "unlimited" advice, support or assistance shall always be interpreted as being subject to reasonable availability, fair usage principles and Vertex's operational capacity.
3. 40.3Requests requiring urgent assistance outside normal business hours, including weekends and public holidays, may attract additional fees, which shall be communicated to the Client before such Services are rendered where reasonably practicable.

41. Acknowledgement

1. 41.1The Client acknowledges that these General Terms of Engagement were made available prior to entering into this Agreement.
2. 41.2The Client confirms that it has been afforded a reasonable opportunity to read and understand these Terms of Engagement.
3. 41.3The Client acknowledges that it has had the opportunity to obtain independent legal advice prior to entering into this Agreement.
4. 41.4By signing the Service Agreement, Quotation, Authority to Act, Debit Order Mandate or any other onboarding documentation, the Client confirms that it has read, understood and agrees to be bound by these General Terms of Engagement.

42. Professional Fee Schedule

1. 42.1The Client acknowledges that the monthly subscription fee payable in terms of the subscribed Labour Protection Plan applies only to those Services expressly included within the selected Labour Protection Plan, the applicable Service Level Agreement and these General Terms of Engagement.
2. 42.2Any Services requested by the Client which fall outside the scope of the subscribed Labour Protection Plan, the applicable Service Level Agreement or these General Terms of Engagement ("Additional Services") may be charged separately in accordance with Vertex's prevailing Professional Fee Schedule.
3. 42.3Without limiting the generality of the foregoing, the Professional Fee Schedule may apply to, amongst other things:
   • a) additional hearings exceeding the applicable package allocation;
   • b) workplace investigations;
   • c) site visits and on-site consultations;
   • d) travel time and travelling expenses;
   • e) accommodation and reasonable disbursements;
   • f) large-scale retrenchment projects;
   • g) collective bargaining and wage negotiations;
   • h) strike management and industrial action;
   • i) policy development, implementation and compliance projects;
   • j) recruitment and talent acquisition services;
   • k) payroll administration services;
   • l) immigration and employment permit services;
   • m) accounting and related business support services;
   • n) private investigation, forensic and specialist consulting services;
   • o) Artificial Intelligence implementation, technology consulting and digital transformation services; and
   • p) any other Services not expressly included within the subscribed Labour Protection Plan.
4. 42.4The Professional Fee Schedule may be determined, published, reviewed and amended by Vertex from time to time upon reasonable written notice to the Client.
5. 42.5Unless otherwise agreed in writing, the Professional Fee Schedule applicable on the date that the Additional Services are requested or commenced shall apply.
6. 42.6Vertex shall, where reasonably practicable, advise the Client of the applicable professional fees or provide a quotation before commencing any Additional Services.
7. 42.7Nothing contained in this clause shall oblige Vertex to perform any Additional Services until the Client has accepted the applicable quotation, estimate or fee, where such acceptance is reasonably required.
8. 42.8The Client acknowledges and agrees that the Professional Fee Schedule is incorporated by reference into these General Terms of Engagement and forms part of the contractual relationship between the parties, as amended by Vertex from time to time upon reasonable written notice.
9. 42.9Where, due to the urgency, complexity, evolving nature or duration of the work required, it is not reasonably possible for Vertex to determine the total cost of the Additional Services in advance or provide a fixed quotation, such Services shall be charged in accordance with the prevailing Professional Fee Schedule based upon the actual professional time spent, resources utilised, travelling undertaken, reasonable disbursements incurred and any specialist services required, unless otherwise agreed in writing.
10. 42.10The Client acknowledges and agrees that where urgent instructions are provided requiring Vertex to commence work immediately, and it is not reasonably practicable to obtain prior written acceptance of a quotation or estimate, the Client shall be deemed to have accepted the application of the prevailing Professional Fee Schedule and shall remain liable for all reasonable professional fees, travelling costs, disbursements and other charges lawfully incurred by Vertex in providing the requested Additional Services.
11. 42.11The Client acknowledges that the Professional Fee Schedule has been made available to it, or shall be made available upon request, and that the Client has been afforded a reasonable opportunity to consider the applicable professional fees before requesting any Additional Services.
12. 42.12Vertex reserves the right to introduce, amend, expand, replace or discontinue categories of professional services, technologies, products and corresponding professional fees from time to time in response to legislative developments, technological innovation, market conditions, operational requirements or the expansion of Vertex's service offering. Any such additions or amendments shall be incorporated into the prevailing Professional Fee Schedule upon reasonable written notice to the Client and shall apply only where the Client specifically requests, instructs or elects to utilise such Additional Services.

Acknowledgement

The Client confirms that it has read these General Terms of Engagement in their entirety, understands their contents, has been afforded a reasonable opportunity to obtain independent legal advice, and voluntarily agrees to be legally bound by them. The Client further acknowledges that these General Terms of Engagement, together with the signed Service Level Agreement, Authority to Act, Quotation, Professional Fee Schedule, Debit Order Mandate (where applicable), Fair Usage Policy and any annexures incorporated by reference, constitute the entire agreement between the parties unless otherwise agreed in writing.