Terms and Conditions
This Business Co-Operation Agreement (the “Agreement”) sets out the terms and conditions between Luxiqe (Infinite Impact Investing TA), duly registered under the laws of South Africa with registered number 2016/397763/07 and having its registered address at 150 Long Street Cape Town and Financial Advisor (“hereafter referred to as “Client)
Whereas Luxiqe and Client wish to actively pursue business opportunities beneﬁcial to both Parties, related to secure the best leads for your business an campaigns through the use of Digital Channels such as Social Media Platforms, SMS’s, Call Centre Warmup Leads, Broadcasting and Data Science to Secure the Best Leads for Your Business; and
Whereas Luxiqe and Client wish to settle all their rights and duties in this Agreement regarding the handling of any joint business opportunities.
The preamble of this Agreement and the Appendices will be an integral part hereto.
- Luxiqe is an Omnichannel Customer Acquisition enterprise founded by professionals with extensive experience in the Fintech Industry. Our strength is in putting you – the Client – First.
- Luxiqe operate as a provider of the best leads for your business an campaigns through the use of Digital Channels such as Social Media Platforms, SMS’s, Call Centre Warmup Leads, Broadcasting and Data Science to Secure the Best Leads for Your Business. These services include but are not limited to:
- Assisting with creating warm up leads for your campaigns – defined by a Qualification Criteria as defined by you – the Client
- Setting up Zoom meetings for Qualified Warm Up Leads
- Providing you with Call Centre Outsourcing Services
- Appointment Setting for Brokers
- Managed Affiliates Programmes
- Lead Generation and Performance.
DUTIES OF BOTH PARTIES
- The Parties will actively identify opportunities where a joint business relationship between the Parties will be of benefit to the Parties.
- Where a joint opportunity is identified, an Appendix to this Agreement will be completed for each opportunity, detailing the scope of the opportunity and the roles and responsibilities of the Parties.
- The Party introducing the opportunity (the introducing Party) to the other Party (the Recipient Party) will provide the Recipient Party with sufficient information for the Recipient Party to evaluate the opportunity and whether to proceed on a joint co-operation basis.
- The Introducing Party agrees to disclose to the Recipient Party the names of Clients for which the introducing Party has requested resources or assistance in terms of this Agreement, whether they be actual or prospective Clients. Should the Recipient Party already be involved in either direct or indirect negotiations with such Clients at the time of disclosure relating speciﬁcally to that opportunity, the Recipient Party will advise the introducing Party in writing of such negotiations (and to provide reasonable verification of such negotiations if requested) and may elect not to provide resources or assistance for this Client through the introducing Party.
- The Parties hereby agree not to approach or solicit any of the Clients of the other Party disclosed to them in terms of this Agreement for provision of resources or business opportunities covered in terms of this Agreement to such Clients either directly or indirectly, without the prior written approval of the other Party.
- In the event of either Party electing not to disclose the name of a Client for which they have requested resources or assistance from the Recipient Party, the Recipient Party make no commitment regarding restrictions on their direct approaches to such Clients.
- If the introducing Party discloses the name of a Client to the Recipient Party at a subsequent date, the Recipient Party will advise the Introducing Party in writing if any direct or indirect contact has been made with such Client and if any resources currently referred to the introducing Party for that Project or opportunity have been referred through an alternative channel
- Should either Party be approached by a third party for provision of resources or assistance to a Client already disclosed by the Introducing Party in terms of this Agreement, that party is obliged to inform the other Party of such an approach. Either Party may elect to provide resources to more than one third party for the same Client and Project provided that no resources are referred by the other party to more than one third party for that Project without the express, written approval of the Parties to this Agreement, which shall not be unreasonably withheld, provided that provision of such resources does not conflict with the terms of this Agreement.
Neither party may represent themselves as agent or partner of the other party unless it has been specifically agreed to in writing between the Parties.
- Neither party may communicate directly with a client of the other party without the express written permission of the other party.
- Any of the parties’ releases, public announcements, advertisement or publicity concerning this Agreement, any joint business opportunities resulting from this Agreement, or any proposals or any resulting contracts or sub-contracts, will be subject to prior written approval by the parties, which approval shall not be unreasonably withheld.
- Each party will designate in writing one or more individuals within their organisations as representatives responsible for direct performance of the parties’ obligations and functions herein.
- Such representatives shall have the necessary authority and be responsible for managing the requirements and responsibilities of the parties under this Agreement.
CONFIDENTIALITY AND NON-DISCLOSURE
- Both parties agree to hold conﬁdential the contents of this Agreement and the Appendices and speciﬁcally any Client related disclosures and fees specified.
- Both parties will ensure that any employees and / or any consultants, contractors or sub-contractors are contractually bound to hold confidential any information relating to or disclosed in terms of this Agreement and specific client agreements concluded for the provision of services to such clients.
- Both parties agree to hold confidential any information disclosed by the other party in terms of this Agreement and may not disclose or utilise such information for the benefit of themselves or any other third party.
- The parties shall at all times treat the business processes, information, application systems and contents of any databases or intellectual property or proprietary rights of the other party as conﬁdential and undertake not to disclose to any third party such information except insofar as such disclosure is authorised in writing by the other party or is ordered by a Court of Law, or is otherwise essential for application in judicial action. The party obliged to disclose the information shall as soon as reasonably possible, but before information is revealed, inform the other party involved in writing of any demands made upon it to reveal the information referred to above.
- Neither party may solicit the employees, contractors, or sub—contractors of the other party for purposes of employment or contracting unless agreed to in writing between the parties.
- Neither party may solicit business from clients of the other party disclosed either as part of this Agreement or during general discussions regarding joint business opportunities unless agreed to in writing between the parties.
FEES , INVOICING AND PAYMENT
- The determination of fees will be in reference to the proposal submitted.
- Proposals for Zoom appointments set requires upfront payment by the client.
- Invoices and supporting documentation will be submitted by either party monthly or as speciﬁed in this Agreement or the relevant Appendices.
DURATION AND TERMINATION
- This Agreement will take effect on the <date of inception> for a period of <period of POC or campaign date>, automatically renewable for an additional 12 months, unless terminated previously by either party according to the provisions of this Agreement.
- Either party may terminate this agreement with 60 days written notice to the other party. All obligations in effect at the time of termination will continue until either concluded or as speciﬁed in terms of this Agreement.
- In the event of any such termination, all fees due to either party for work completed until that date shall become immediately due and payable.
Neither party shall be held liable in any form for any loss or damages incurred to the other party or its Clients by reason of non-performance, negligence, wilful default or any breach or non-observance in the performance of the resources under items not specifically listed in this Agreement unless it can be shown that that party has been directly negligent with regard to its obligations in terms of this Agreement.
- In the event of the parties ( the “Defaulting Party “ ) committing a breach of any of the terms of this Agreement and failing to remedy such breach within a period of 14 days after receipt of a written notice from the other party ( the “Aggrieved Party “) calling upon the defaulting party to remedy, then the aggrieved party shall be entitled , at its sole discretion and without prejudice to any of its other rights in law, either to claim speciﬁc performance of the terms of this Agreement or to cancel this Agreement forthwith and without further notice, claim and recover damages from the defaulting party.
- Either party is entitled to terminate this Agreement in the case of non-payment or material breach by the Defaulting Party within 14 days written notice to the other party of that party failing to meet its payment obligations or any other material breach in terms of this Agreement.
APPLICABLE LAW AND JURISDICTION
This Agreement shall in all respects be governed by and be construed in accordance with the laws of the Republic of South Africa and all disputes, actions and other matters in connection therewith shall be determined in accordance with such law.
FORCE MAJEURE – ACT OF GOD
Neither party shall be liable to the other party in respect of the non-performance of any of the provisions of this Agreement in the event and to the extent that such non—performance is the direct result of or has been directly caused by any Act of God or force majeure which shall mean any event beyond the reasonable control of either party and which could not reasonably have been foreseen by it at the date of signature of this Agreement, and shall include war, invasion, act of foreign enemy, hostilities or warlike operations, civil war, mutiny, riot (insofar as it is uninsurable), civil commotion assuming the proportions of or amounting to a popular rising, military rising, insurrection, rebellion, revolution, military or usurped power or any act of any person acting on behalf of or in connection with any organisation with activities directed towards the overthrow by force of the Government de jure or de facto or to the influence of it by terrorism or violence, confiscation, nationalisation or requisition or destruction of or damage to property by or under the order of the Government de jure or de facto or any other Public or Local Authority.
Neither party may assign, transfer, sub-contract or otherwise part with this Agreement or any part thereof or any right or obligation under it, without obtaining the other party’s prior written consent thereto.
This Agreement with all the Appendices referred to herein shall constitute the entire agreement between the parties and supersedes all correspondence, oral or written, between the parties on this subject. Should there be any conflict between the main Agreement and its Appendices then the Appendices shall take precedence.
No latitude, extension of time or other indulgences which may be given or allowed by either party to the other party in respect of the performance of any obligation in terms of this Agreement, and no delay or forbearance in the enforcement of any right of either party arising from this Agreement, and no single or partial exercise of any right by either party under this Agreement, shall in any circumstances be construed to be implied consent or election by such party or operate as a waiver or novation of or otherwise affect any of the party’s rights in terms of or arising from this Agreement or stop or preclude either party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof.