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Terms of Service

FOR PRO's
 

DNA-Business (also DNA) supports businesses by providing business related advisory and connection services.   

Businesses must abide by our Terms of Service to keep the way we work honest, transparent and conducive.

This agreement is in place on the date of signing.

 

  1. Use your best judgement.

  2. Be kind.

  3. A PRO refers to any person or business entity that enters into a business agreement with DNA-Business to render services to the CLIENTS introduced by DNA.  Details of the PRO can be found at the end of this agreement.

  4. A CLIENT refers to any person or business entity that is introduced to the PRO by DNA-Business or any of DNA-Business affiliates, associated members, directors, officers, employees and agents or in any other form of partnership.

  5. A BUSINESS OPPORTUNITY refers to any interest shown by DNA-Business and/or CLIENT for services and/or products rendered by the PRO and was introduced to the CLIENT via DNA-Business. DNA-Business does not provide any guarantee that any BUSINESS OPPORTUNITY will transpire between the CLIENT and PRO. The CLIENT and PRO are solely responsible for any BUSINESS OPPORTUNITY agreement and will provide their own agreements and/or T&Cs concerning the BUSINESS OPPORTUNITY between themselves.

  6. The DNA ENGAGEMENT AGREEMENT refers to the additional agreement stipulating the details with regards to the BUSINESS OPPORTUNITY being rendered by the PRO for the CLIENT introduced by DNA-Business. This is signed between the PRO and DNA-Business upon accepting the BUSINESS OPPORTUNITY with the CLIENT.  A new DNA ENGAGEMENT AGREEMENT is signed for each BUSINESS OPPORTUNITY rendered by the PRO for the CLIENT.  The PRO has no right to proceed with the BUSINESS OPPORTUNITY if an accompanying DNA ENGAGEMENT AGREEMENT has not been signed for the BUSINESS OPPORTUNITY.  

  7. CONFIDENTIAL INFORMATION means all information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including but not limited to information which relates to the business, affairs, properties, assets, trading practices, services, developments, trade secrets, Intellectual Property Rights, know-how, personnel, customers and suppliers of either party and commercially sensitive information which may be regarded as the confidential information of the disclosing party.

  8. The PRO acknowledges and agrees that the DNA-Business services are provided on an "AS IS" basis without any warranty whatsoever.  Except as expressly set forth herein, DNA-Business expressly disclaims any implied warranties of any kind, including, but not limited to, warranties of merchantability or fitness for a particular purpose, and you agree that DNA-Business shall have no liability for direct, indirect, special, incidental, consequential (including lost profit), exemplary or punitive damages (even if DNA-Business has been advised of the possibility of such damages) arising out of this agreement or any consequences which flow from it.

  9. The parties agree that this agreement shall in no way constitute an associated labour broking agreement, partnership, association agreement or agent-principal agreement. The parties furthermore agree that no rights, duties or obligations are or can be implied except for those expressly stated in this agreement.

  10. The PRO agrees for DNA-Business to publish their profile and other related information including but not limited to name, skills, share calendar availability, etc. on the DNA-Business website and other platforms that include but not limited to podcasts, video or other recording media,  as well as content they agree for DNA-Business to publish on their behalf.

  11. When the PRO is introduced to a CLIENT via DNA-Business or any of DNA’s affiliates, associated members, directors, officers, employees and agents or in any other form of partnership, the PRO accepts that all work resulting from the connection, is subject to the DNA ENGAGEMENT AGREEMENT:

    1. Any CLIENT that is introduced to the PRO through DNA-Business or any of DNA-Business affiliates, associated members, directors, officers, employees and agents or in any other form of partnership, and the PRO accepts any engagement in any capacity at any point in time, whether it be via a DNA-Business introduction or a CLIENT introduction, the PRO will be liable to an agreed DNA CONNECTION FEE of 15% (ex VAT) and PAYMENT TERMS stipulated in an accompanying DNA ENGAGEMENT agreement.  This commission applies for as long as the PRO's collaboration with a CLIENT continues.

  12. The PRO undertakes to inform DNA-Business of all new BUSINESS OPPORTUNITIES with the CLIENT should they be approached directly or identified by the CLIENT and/or PRO.  The PRO may not offer or accept any payment without an accompanying DNA AGREEMENT.  The PRO may not discuss any DNA-Business related commercials or agreements with the CLIENT.

  13. Honour our exchange of value.  The PRO will pay DNA-Business, according to the agreed upon services and fees and payment terms stipulated in the DNA ENGAGEMENT AGREEMENT.  The CLIENT shall have no payment obligation towards DNA-Business. DNA-Business is a VAT registered business and such VAT will be included with invoicing.

  14. The SELLER shall take all necessary precautions to ensure that all CONFIDENTIAL INFORMATION obtained from DNA-Business or any of DNA-Business affiliates, associated members, directors, officers, employees and agents or in any other form of partnership,  or from the CLIENT via DNA-Business is treated as confidential and not disclosed (without written approval) or used other than for the purpose of the BUSINESS OPPORTUNITY. 

  15. The PRO accepts that all services and/or products rendered to the CLIENT by the PRO as well as payment of these, are strictly between the CLIENT and PRO and DNA-Business holds no responsibility or obligation therein.  Any disputes between CLIENT and PRO remain between these parties.

  16. The PRO is to notify DNA-Business immediately of any cancellation or changes in the agreement between the PRO and the CLIENT if it affects any elements in the accompanying DNA ENGAGEMENT AGREEMENT.

  17. This agreement shall be subject to the laws of the Republic of South Africa and the parties hereby consent and submit to the jurisdiction of the Magistrates Court, notwithstanding that any possible dispute may fall outside the Magistrates’ Court’s jurisdiction, without prejudice to the rights of either party to initiate action elsewhere or in a court of superior jurisdiction.

  18. DNA-Business or the PRO may terminate this Agreement for whatever reason by giving 1 (one) calendar month’s prior written notice of termination to DNA and vice versa. For any clients that have been introduced to the PRO via DNA-Business, the CONNECTION FEE remains payable for all future work including but not limited to products and/or services rendered by the PRO to the CLIENT.  The SERVICE PROVIDER hereby agrees that they will not, directly or indirectly, contact, deal with or otherwise become involved with the CLIENT within 12 (twelve) months after the termination of the agreement between DNA and the SERVICE PROVIDER without the specific written approval by DNA.

  19. Should any Party (the “defaulting party”) commit a breach of the provisions of this Agreement, then the other party (the “aggrieved party”) shall be obliged to give the defaulting party 10 (ten) days written notice or such longer period as may be reasonably required in the circumstances, to remedy the breach.

  20. If the defaulting party fails to comply with such notice, the aggrieved party shall be entitled to terminate  this Agreement and/or claim specific performance by the defaulting party of all the defaulting party’s obligations, without prejudice to the aggrieved party’s right to claim damages, excluding any consequential, special or punitive damages.

  21. Furthermore, the parties (DNA-Business and the PRO) may refer any dispute between them, to be resolved by negotiation, failing which mediation; failing which, arbitration.

    1. Within 10 Business Days of notification, the parties must seek an amicable resolution to the dispute by referring it to designated and authorised representatives of each of the parties to negotiate and resolve it by the parties signing an agreement resolving it within 15 Business Days. If negotiation fails, the parties must refer the dispute for resolution by mediation under the rules of the Arbitration Foundation of Southern Africa (or its successor or body nominated in writing by it in its stead) (AFSA). If mediation fails, the parties must refer the dispute within 15 Business Days for resolution by arbitration (including any appeal against the mediator’s decision) by one arbitrator (appointed by agreement between the parties) as an expedited arbitration in CAPE TOWN, under the then applicable rules for expedited arbitration of AFSA.  If the parties cannot agree on any arbitrator within a period of 10 Business Days after the referral, the arbitrator will be appointed by the Secretariat of AFSA.

    2. The periods for negotiation or mediation may be shortened or lengthened by written agreement between the parties.

    3. This clause will not preclude any party from access to an appropriate court of law for interim relief in respect of urgent matters by way of an interdict, or mandamus pending finalisation of this dispute resolution process, for which purpose the parties irrevocably submit to the jurisdiction of a division of the High Court of the Republic of South Africa.

    4. This clause is a separate, divisible agreement from the rest of this Agreement and must remain in effect even if the Agreement terminates, is nullified, or cancelled for any reason or cause.

    5. The Parties agree to act with the utmost good faith and that in their dealings with each other shall neither do or refrain from doing anything which may prejudice or detract from giving effect to this agreement and more generally the understanding between them. 

  22. Understand we are human and cannot safeguard you from any damages or losses of whatsoever nature that may be suffered or incurred by the PRO arising from a CLIENT and/or BUSINESS OPPORTUNITY via DNA-Business, which is made in good faith.  

  23. Honour your commitment and uphold a trustworthy and honest business relationship with DNA and our clients. No deals to be made with the CLIENT directly without including DNA in any BUSINESS OPPORTUNITY fulfilment between the CLIENT and PRO.  The PRO will at all times inform DNA-Business of new and or amended agreements between the CLIENT and the PRO, this includes but are not limited to fees and terms. 

  24. Act respectfully and in a human-centred way.  Do not share anything confidential without permission, and, at the same time, please respect confidential information, regarding DNA-Business and our CLIENTS. DNA-Business will do the same.

  25. Authorized Representatives

    1. By completing the online registration, you confirm that you have the authority to act on behalf of your company and agree to these terms.

  26. Intellectual Property

    1. Any concepts or inventions introduced by DNA-Business remains the property of DNA-Business.

    2. The PRO undertakes to pay DNA-Business the agreed commission for any sales generated with concepts or inventions introduced by DNA-Business even if the CLIENT or the purchaser was not introduced by DNA-Business.

  27. Sales definition

    1. A sales can be either of the following:

      1. When a contract is signed

      2. When payment is received

 

This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties and reduced to writing.

We will do our best to reach out if the PRO is out of sync with our Terms of Service.  

Each engagement will have an addendum to this agreement.

 

When in doubt, consider rule 2.

DNA-Business undertakes to render the best service possible, be dedicated, be transparent, value our PRO and CLIENTS and strive to inspire.

Thank you.

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