alleged breach of contract, delictual act or other act or omission giving rise to a cause of action. This expressly overrides any statutory provision that would otherwise apply.
26. The limitations in Sections 22 and 23 will not apply to losses or damages caused by our fraud or to the extent prohibited by applicable law.
27. You may not make a claim or bring proceedings relating to the Services or otherwise under this Agreement against any other Advance entity (including affiliates and subsidiaries) or our or its subcontractors, members, shareholders, directors, officers, partners, principals or employees (“Advance Corporate Advisors Persons”). You shall make any claim or bring proceedings only against us.
28. To the fullest extent permitted by applicable law you shall indemnify us, the other Advance entities (including affiliates and subsidiaries) and the Advance Corporate Advisors Persons against all claims by third parties (including your affiliates) and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of the disclosure of any Report (other than Tax Advice), or a third party’s use of or reliance on any Report (including Tax Advice). You shall have no obligation hereunder to the extent that we have specifically authorised, in writing, the third party’s reliance on the Report.
Fees and Expenses Generally
29. You shall pay our professional fees and specific expenses in connection with the Services (as set out in the submitted proposal, if applicable). You shall also reimburse us for other reasonable expenses incurred in performing the
services including all travel costs at a reasonable rate, and other accepted reimbursable expenses. Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally).
30. We may charge additional professional fees if events beyond our control (including your acts or omissions) affect our ability to perform the Services as originally planned or if you ask us to perform additional tasks. These additional fees will be either in the form of our annual hourly rates, or we may produce a variation order for you to accept prior to concluding the additional work, which may be in the form of a set fee
31. In the event that our services provided exceed the span of calendar year either by design or through a project delay, on the anniversary of the contract, Advance is entitled to increase the quoted fee for the remainder of the project by 7% per annum.
32. If we are required by applicable law, legal process or government action to produce information or personnel as witnesses with respect to the Services or this Agreement, you shall reimburse us for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, unless we are a party to the proceeding or the subject of the investigation. The reimbursement rate shall be equal to our standard current market rate at the date of such request.
33. Our invoices are payable upon presentation thereof. However, if payment is not effected within 30 days of the date of invoice, we shall be
entitled to charge interest in our sole discretion on any outstanding amount at an amount of 1% per month.
34. Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control
Term and Termination
35. This Agreement applies to all Services performed at any time (including before the date of this Agreement).
36. This Agreement shall terminate on the completion of the Services. Either of us may terminate it, or any particular Services, upon written notice to the other. In addition, we may terminate this Agreement, or any particular Services, immediately upon written notice to you if we reasonably determine that we can no longer provide the Services in accordance with applicable law.
37. You shall pay us for all work-in-progress, Services already performed, and expenses incurred by us up to and including the effective date of the termination of this Agreement. Payment is due on receipt of our invoice for these amounts.
38. Our respective confidentiality obligations under this Agreement shall continue for a period of three years following the termination of this Agreement. The other provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement.
Governing Law and Dispute Resolution
39. This Agreement, and any non-contractual obligations arising out of this Agreement or the Services, shall be governed by, and construed in accordance with, the laws of South Africa.
40. Any dispute relating to this Agreement or the Services shall be subject to the exclusive jurisdiction of the South Gauteng High Court, Johannesburg, to Terms and Conditions, and (d) other annexes to the Letter of Acceptance.
which each of us agrees to submit for these purposes. The Parties may by agreement refer any dispute hereunder to arbitration in accordance with the Arbitration Act 42 of 1965.
41. Subject to clause 45, this Agreement constitutes the entire agreement between us as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.
42. Both of us may execute this Agreement (and modifications to it) by electronic means and each of us may sign a different copy of the same document. Both of us must agree in writing to modify this Agreement or the Letter of Acceptance hereunder.
43. You represent that the person signing this Agreement and the Letter of Acceptance hereunder on your behalf is expressly authorised to execute it and to bind you and any of your affiliates or others for whom Services are performed to its terms.
44. You agree that we and the other Advance entities (including affiliates and subsidiaries) may act for other clients, including your competitors.
45. Neither of us may assign any of our rights, obligations or claims under this Agreement.
46. If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.
47. If there is any inconsistency between provisions in different parts of this Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise): (a) the Confidentiality Agreement, (b) the Letter of Acceptance (c) these General
48. Advance Corporate Advisors and other Advance entities (including affiliates and subsidiaries) may use your name as reasonably necessary to perform the Services and in correspondence, including proposals, from Advance Corporate Advisors or other Advance entities (including affiliates and subsidiaries) to you. In addition, Advance Corporate Advisors or other Advance entities (including affiliates and subsidiaries) may disclose to present or prospective clients, or otherwise in marketing materials, that they have performed the Services for you, and may use your name solely for that purpose.