Terms & Conditions

1. Parties and Acceptance

These Terms and Conditions ("Terms") govern the provision of consulting and related services by ConsultingWorx (operated by Wayne Levine, a natural person conducting business from Cape Town, Western Cape, South Africa) ("ConsultingWorx", "we", "us", "our") to clients and prospective clients ("you", "Client").

By engaging our services, signing an engagement letter, or accepting a proposal, you agree to be bound by these Terms in addition to any specific terms set out in the applicable engagement letter or statement of work. In the event of a conflict between these Terms and an engagement letter, the engagement letter shall prevail.

2. Nature of Services

ConsultingWorx provides management consulting, strategic advisory, digital forensic auditing, legal compliance advisory, project assessment, business plan development, marketing strategy, digital strategy, and related professional services ("Services").

All Services are provided on a professional advisory basis. Nothing in these Terms or in any deliverable constitutes legal advice, legal representation, accounting advice, or any regulated financial service. Where such services are required, you are advised to engage appropriately qualified and registered professionals.

ConsultingWorx reserves the right to decline any engagement at its sole discretion and without obligation to provide reasons.

3. Engagement and Scope

Each engagement will be defined in a written engagement letter, proposal, or statement of work ("Engagement Letter") specifying the scope of Services, deliverables, timelines, and fees. Services outside the agreed scope will be subject to additional fees and a written variation agreement.

You are responsible for providing accurate, complete, and timely information required for the performance of the Services. ConsultingWorx shall not be liable for any deficiencies in deliverables arising from inaccurate or incomplete information provided by you.

4. Fees and Payment

4.1 Fee Structure

Fees are as agreed in the applicable Engagement Letter. Fees may be structured as a fixed project fee, a retainer, or a time-and-materials rate, as agreed in writing. All fees are quoted and payable in South African Rand (ZAR) unless otherwise agreed.

4.2 Invoicing and Payment Terms

Invoices are due and payable within 14 (fourteen) calendar days of the invoice date unless otherwise specified in the Engagement Letter. ConsultingWorx reserves the right to require advance payment or a deposit before commencing any engagement.

4.3 Late Payment

Overdue invoices attract interest at the maximum rate permitted under the National Credit Act, 34 of 2005, calculated from the due date. ConsultingWorx may suspend Services without liability where payment is more than 7 days overdue.

4.4 Value-Added Tax

All fees are exclusive of Value-Added Tax (VAT). Where ConsultingWorx is registered as a VAT vendor, VAT will be added at the applicable rate and reflected on tax invoices.

5. Intellectual Property

5.1 ConsultingWorx IP

All methodologies, frameworks, tools, templates, proprietary processes, and pre-existing intellectual property ("Background IP") used or referred to in the course of delivering Services remain the exclusive property of ConsultingWorx.

5.2 Deliverables

Upon receipt of full payment of all fees due, ConsultingWorx grants you a non-exclusive, non-transferable licence to use the deliverables produced specifically for your engagement for your internal business purposes only. You may not sell, sub-licence, or distribute deliverables to third parties without prior written consent.

5.3 Website and Content

All content on the ConsultingWorx website (www.consultingworx.co.za), including text, graphics, logos, and design, is the intellectual property of ConsultingWorx and is protected by South African and international copyright law. Reproduction without written permission is prohibited.

6. Confidentiality

Each party agrees to keep confidential all information received from the other party that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). This obligation survives termination of the engagement for a period of 3 (three) years.

Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this clause; (b) was independently known to the receiving party prior to disclosure; (c) is required to be disclosed by law or court order; or (d) is disclosed with the prior written consent of the disclosing party.

ConsultingWorx may reference the existence (but not the content) of an engagement for business development purposes unless you specifically request otherwise in writing.

7. Limitation of Liability

To the maximum extent permitted by applicable law, ConsultingWorx's aggregate liability to you arising from or relating to the Services shall not exceed the total fees paid by you for the specific engagement giving rise to the claim in the 3 months preceding the event giving rise to liability.

ConsultingWorx shall not be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, loss of business, or loss of data, regardless of whether such damages were foreseeable or whether ConsultingWorx was advised of the possibility of such damages.

Nothing in these Terms limits liability for fraud, gross negligence, or wilful misconduct.

8. Warranties and Representations

ConsultingWorx warrants that Services will be performed with reasonable skill and care by appropriately experienced professionals.

All deliverables are based on information available at the time of preparation and reflect professional judgement. Consulting outputs are advisory in nature and do not constitute guarantees of outcomes. Business results depend on many factors beyond ConsultingWorx's control.

You warrant that: (a) you have authority to enter into engagements; (b) all information provided is accurate and complete; and (c) use of our Services will not violate any applicable law or third-party rights.

9. Termination

Either party may terminate an engagement by providing 14 (fourteen) days written notice, unless a different notice period is specified in the Engagement Letter. ConsultingWorx may terminate immediately upon material breach by you or upon non-payment.

Upon termination, you shall pay for all Services rendered up to the termination date, including any committed third-party costs. Obligations of confidentiality and IP ownership survive termination.

10. Force Majeure

Neither party shall be liable for any delay or failure to perform obligations due to events beyond their reasonable control, including but not limited to acts of God, load-shedding or power outages, natural disasters, government actions, pandemics, or internet outages. The affected party shall give prompt written notice and take reasonable steps to mitigate the impact.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of South Africa. Any disputes shall be resolved in the courts of the Western Cape, South Africa, and each party submits to the jurisdiction of those courts.

Before commencing legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of 30 days from written notice of the dispute.

12. Consumer Protection and Applicable Legislation

Where applicable, these Terms are subject to the Consumer Protection Act, 68 of 2008 (CPA), the Electronic Communications and Transactions Act, 25 of 2002 (ECTA), the Protection of Personal Information Act, 4 of 2013 (POPIA), and any other applicable South African legislation. Nothing in these Terms limits any right you may have under the CPA that cannot legally be excluded.

13. General Provisions

These Terms, together with the applicable Engagement Letter, constitute the entire agreement between the parties and supersede all prior representations and agreements. These Terms may be updated from time to time; the current version is published on our website. No waiver of any breach shall constitute a waiver of any subsequent breach. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force.