Terms and Conditions

Our payment terms are strictly C.O.D. on invoice.

Liability is in no way assumed or imputed or accepted for legacy issues, or any financial prejudice associated therewith, of any nature, which may arise subsequent to appointment. Resolution of said legacy issues is charged at standard rates. It is, however, to be understood that legacy issues may require significant reworks and hence may prove to be a costly exercise.

Taking on a new engagement can be very expensive and time consuming for both parties. It is thus vitally important that all parameters and requirements are understood by both parties. Quotient therefore needs to understand your affairs and document and agree expectations and requirements. In most client take-on situations, it is Quotient’s experience that there are legacy matters that need to be addressed. Legacy matters referred to includes, but are not limited to, SARS non-compliance matters; CIPC non-compliance matters; Companies Act 2008 of South Africa non-compliance matters and COIDA non-compliance matters. Resolution of said legacy issues requires work from Quotient that should not have been part of the original remit.

It is accepted that legacy issues may potentially exist, and no liability is accepted or undertaken by Quotient for any of these issues or any financial loss or penalties or any decisions taken by any regulatory bodies with regards to the aforementioned.

You are responsible for making available all information and documentation as may be required. No inferences to any situations not clearly and explicitly disclosed shall be entertained or shall be assumed to have been disclosed. Information and documentation is required timeously. For the avoidance of doubt this means that information and documentation is required at least five working days in advance of the deadline submission date. If information and documentation is not received timeously then Quotient cannot guarantee that the information and documentation being processed will be submitted on or before the deadline submission date. This may result in fines and/ or penalties and/ or a criminal offence being imposed upon yourselves. Quotient cannot and will not be held responsible for the consequences and this serves as unambiguous notification thereof.

It is understood that in the event of an investigation by any agency lawfully empowered to do so, into your financial affairs or any related parties, should Quotient or any party therewith associated, be subpoenaed to appear before a Court of Law, full disclosure shall be made to the court, insofar as disclosure is required.

The maximum liability of John Lightfoot CA(SA), RA and his appointees of Quotient for all claims arising out of services provided in connection with this contract shall be limited to an amount equal to twice the total annual fees charged for services provided in connection with this contract. This maximum liability applies to all claims from whatever source and howsoever arising, whether in contract, delict or otherwise.

John Lightfoot CA(SA), RA and his appointees of Quotient will not be liable to yourself or any related party or any cessionary or third party claiming through or on behalf of yourself for any punitive damages whatsoever or for any consequential or other loss or damages beyond the maximum liability specified.

For the avoidance of doubt nothing contained in this proposal document will have the effect of increasing the liability of Quotient for any losses caused by its gross negligence or wilful default beyond those available under the general law, nor will the presence of this paragraph preclude any defence that would otherwise be available to Quotient.

This engagement contract is signed for and on behalf of each undertaking referred to below, including, as applicable, partners, individuals, directors, shareholders, members and Trustees and is governed by South African law and any claims will be subject to the exclusive jurisdiction of the Courts of South Africa. Such signature constitutes:

• Authority to utilise our services in terms of this mandate or on behalf of the stakeholders on the terms and conditions set out herein,
• Consent to the jurisdiction of the Magistrates’ Court, should we in our absolute discretion resolve not to refer a dispute to arbitration, and binds each signatory, jointly and severally, as surety and co-principal debtor with each entity, if applicable, to and in favour of ourselves in respect of all amounts due according to this engagement letter.

You acknowledge and agree that we may recover any costs we incur in recovering from you any fees and/or disbursements as aforesaid.

No variation of the terms and conditions of this engagement will be of any force or effect, unless reduced to writing and signed by all of the signatories hereto.

Any claims, howsoever arising, must be commenced formally by service of court summons or process initiating arbitration proceedings within two years after the party bringing the claim becomes aware (or ought reasonably to have become aware) of the facts which give rise to the claim and, in any event, regardless of the knowledge of the Claimant, by no later than three years after the date of any alleged breach of contract, delictual act or other act or omission giving rise to a cause of action. This expressly overrides any statutory provision, which would otherwise apply.

We undertake to maintain complete confidentiality surrounding all information relating to your affairs and any related companies or involvement, which may come about subsequent to any services offered to yourself and/ or your business partners and/ or associates. Information will only be provided to third parties if provided herein, or as otherwise authorised by you (whether specifically or by implication), by law or any regulatory government authority, or any compliance rules applicable to Quotient, in which instance Quotient will advise such regulatory or government authority that the information has been provided under obligations of confidentiality and/ or privilege and seek to limit the disclosure as far as reasonably possible, whilst still complying.

Where the professional services Quotient provides to you involve opening accounts or making other arrangements with other service providers, Quotient may provide such entities with such information as they may require, in order to satisfy their account opening requirements.

Quotient shall not be required or obliged to take any action which it considers unlawful or improper, or which may cause Quotient or any employee of Quotient to incur personal liability and Quotient shall not be liable for any consequences arising from a refusal to take any such action.

Notwithstanding the generality of the foregoing, Quotient is required to obtain, verify and maintain certain prescribed information relating to all parties to which Quotient directly or indirectly provides professional services (including persons associated with the professional services). Failure by a party to provide information or documentation required by Quotient may result in the termination of Quotient’s professional services and Quotient shall not be held liable for any consequential loss or damage arising from termination of Quotient’s services in terms of this paragraph.

Any report, letter, information or advice which Quotient provides, to any person associated with Quotient’s professional services or arising therefrom, is proprietary in nature and given in confidence solely for the purposes thereof. Such information is provided on condition that the information will remain confidential and not be disclosed to any third party without Quotient’s prior written consent.

Quotient reserves the right to terminate this agreement in the event of a complete or partial breakdown in the working relationship. In the event of a termination, all documentation up to the point of termination will be delivered, upon receipt of full and final payment of fees outstanding, by registered mail to the domicilium citandi et executandi and no further responsibility will be entertained with regards to any client affairs or financial loss or prejudice which may take place.

Should any changes take place to your details e.g. address, bank account, etc, it is your responsibility to inform ourselves in writing acknowledged by a senior Quotient representative and the relevant authorities soonest. South African Revenue Services have started applying penalties for the provision of incorrect or out-dated information. No responsibility can be borne by Quotient or any associated enterprises in this regard.

Quotient and all associated enterprises shall not be responsible for any loss or damage, which arises, to you as a result of Quotient or any associated enterprises being provided incorrect or out-dated details as to the account into which various payments are to be effected or as a result of any error on your part.

In the event of payments being incorrectly credited to an account as a result of incorrect details supplied or as a result of any error on your part then you agree to indemnify Quotient and all associated enterprises against all losses or damages expenses for which they may be held liable as a result of the provision of the incorrect or out-dated account details or as a result of any error on your part.

It is to be specifically noted that Quotient sells time. Quotient operates a professional business and cannot work without payment. Quotient’s terms and conditions have been discussed and agreed and non-adherence to terms and conditions will result in suspension of service. The suspension of service does not remove the statutory requirement for said submissions. Non-submission may result in fines/ penalties/ interest being imposed/ de-registration as applicable and it is exceptionally important that this is noted for your attention. Quotient cannot and will not be held responsible for any penalties/ fines/ interest being imposed/ de-registration and/ or any other measure which may be applied or which may result from non-payment of fees and the suspension of an account and by virtue of your signature and/ or instruction to Quotient to commence work, you specifically indemnify Quotient for any and all damages and losses which may arise as a result of suspension of accounts.

Given the ever-changing legal and business environment in South Africa, Quotient’s terms and conditions may have to change (by way of example Quotient’s terms and conditions had to change for the National Credit Act).

In the interest of reducing the administrative overhead on both parties thereby avoiding new contracts being issued and requiring signature on a regular basis, all changes are reflected on the Quotient website and your attention is drawn thereto (www.quotientfinancial.co.za). By virtue of your signature at the base of this agreement or an implicit acceptance thereof, acceptance of the aforementioned is signified and agreed to.

Travel costs are charged at the rates advised by the Automobile Association and South African Revenue Services.

Disbursements for your account form a separate charge.

All work is performed by or under the auspices of a Chartered Accountant so as to ensure that the highest possible standards are maintained.