Welcome to the Eiffel Corp Legal Centre.
Please read these terms carefully. Access to, and use of Eiffel Corp and partner products and services is conditional on your agreement to these terms. You must read, agree with, and accept all of the terms and conditions contained below. When using our products and services you are bound to these terms and you indicate your continued acceptance of these terms.
For some products and services we may conclude a separate legal agreement with you or your company. In these cases the terms and conditions that are contained within that agreement take precedence over those below.
The terms and conditions below include:
Customer Relationship Terms
CUSTOMER RELATIONSHIP TERMS
1.1. “Agreement” means this Framework Agreement together with any and all Schedules and Purchase Orders referenced herein.
1.2. “Confidential Information” has the meaning given to it in Section 3.1.
1.3. “Consultancy” shall mean professional services provided by Eiffel Corp in accordance with the terms of the Consultancy Services Schedule.
1.4. “Documentation” means the instruction manuals and user guides made available to the Customer by Eiffel Corp in either printed or electronic form.
1.5. “Fees” means fees for Services or Software (if applicable) as set out in any invoice.
1.6. “Purchase Order” shall mean any purchase orders accepted by Eiffel Corp from the Customer. Purchase Orders shall make reference to any quotation (if applicable) and this Agreement.
1.7. “Services” means all services purchased by the Customer from Eiffel Corp.
1.8. “Site” means the site(s) designated in any Schedule to this Agreement at which the Services will be performed.
1.9. “Software” means the software provided to the Customer in terms of an open source license.
1.10. “Statement of Work” means the document created by Eiffel Corp and agreed by Customer, following a request from the Customer, describing the specific tasks to be performed by Eiffel Corp.
1.11. “Support and Maintenance Services” shall mean the Eiffel Corp support and maintenance services.
2.1. Software. All software provided hereunder is supplied in terms of the open source license associated with such software.
2.2. Support and Maintenance. All services provided hereunder shall also be subject to the Support and Maintenance Schedule.
2.3. Consultancy. Any professional services including installation or implementation and training provided by Eiffel Corp shall be subject to the Consultancy and Training Services Schedule.
3. CONFIDENTIALITY AND PRIVACY
3.1. Confidentiality Obligations. “Confidential Information” includes all Software, Training material, the output of any Consultancy Services, all related documents including but not limited to those documents exchanged in relation to the project as described in the Statement of Work plus all information reasonably identified by the disclosing party as confidential. The receiving party shall retain the Confidential Information of the disclosing party in strict confidence, shall not use it for any purpose other than as permitted under this Agreement, and shall not disclose it to any third party (except as authorized by this Agreement) without the disclosing party’s express written consent.
3.2. Exceptions. The receiving party shall be relieved of the obligations of Section 3.1 with respect to information it can establish through credible evidence: (a) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the receiving party; (b) was known to the receiving party, without restriction, at the time of disclosure as shown by the files of the receiving party in existence at the time of disclosure; (c) was independently developed by the receiving party without any use of the disclosing party’s confidential information and by employees or other agents of the receiving party who have not had access to any of the disclosing party’s confidential information; or (d) became known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights.
3.3. Required Disclosure. If the receiving party is required by law or by any legitimate regulatory authority to which the receiving party is subject to disclose Confidential Information of the disclosing party, the receiving party may disclose such Confidential Information; provided that the receiving party shall: (a) give the disclosing party as much notice as reasonably practicable of the requirement for such disclosure; (b) assist the disclosing party in challenging, limiting and/or obtaining protective treatment with respect to such disclosure; and (c) limit disclosure of the disclosing party’s Confidential Information to that required to be disclosed.
3.4. Except as provided in Sections 3.2 and 3.3 above, each party and its respective successors and permitted assigns will maintain the confidentiality of the Confidential Information provided by the other party or its suppliers and will not: (i) use, disclose, reproduce, distribute or otherwise transfer the Confidential Information to any other person or entity nor (ii) remove from the Confidential Information any notice placed thereon indicating the confidential nature of or the proprietary right of the parties or their suppliers.
3.5. Each party agrees that: (i) the Confidential Information accessed or acquired by it or its employees or agents in connection with this Agreement is and remains the exclusive property of the party or its supplier from whom it was received; and (ii) such access will be limited to employees and independent contractors who have a need to know the Confidential Information and who agree in writing to abide by the restrictions of this Agreement and to use the Confidential Information only for the purposes permitted hereunder.
3.6. The obligations of confidentiality in this section will apply to any Confidential Information during the term hereof and for a period of three (3) years after termination of this Agreement.
3.7. Return of Confidential Information. All tangible forms of the Confidential Information, including, without limitation, all summaries, copies, excerpts of any Confidential Information whether prepared by the disclosing party or not, shall be the sole property of the disclosing party, and shall be immediately delivered by the receiving party to the disclosing party upon the disclosing party’s request or the termination of this Agreement (whichever is earlier). The receiving party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information of the disclosing party without the prior written consent of the disclosing party.
3.8. Privacy. The Parties must:
3.8.1. comply with all Privacy Laws in relation to Personal Information as if it were an entity regulated under those Privacy Laws;
3.8.2. only collect, store, use, disclose or otherwise deal with Personal Information in terms of Privacy Law alternatively as reasonably directed by a party, except to the extent that compliance with the direction would cause the other party to breach a Privacy Law;
3.8.3. only use or disclose Personal Information for the purposes of and as expressly permitted under this agreement;
3.8.4. assist each other to comply with obligations under any Privacy Law as they relate to Personal Information;
3.8.5. take such steps as are reasonable in the circumstances to ensure that the Personal Information it uses or discloses is up-to-date, complete and relevant in terms of this Agreement;
3.8.6. ensure that any person to whom a party discloses Personal Information is aware of and complies with the obligations under 3.8 and
3.8.7. not do any act, engage in any practice, or omit to do any act or engage in any practice that:
18.104.22.168. would result in a breach of a Privacy Law if the Privacy Law applied to those things done, engaged in or omitted to be done by a party; or
22.214.171.124. would cause Eiffel Corp to breach or be taken to breach a Privacy Law.
4. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY
4.1. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN A SCHEDULE TO THIS AGREEMENT, EIFFEL CORP MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY REPRESENTATION, WARRANTY OR CONDITION OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR BASED ON COURSE OF DEALING OR TRADE.
4.2. Warranty. SUBJECT TO THE STATEMENT OF WORK AND TO THE EXTENT PERMITTED BY LAW, EIFFEL CORP DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS THAT MAY EXIST IN THE SOFTWARE CAN BE CORRECTED.
4.3. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EIFFEL CORP BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, USE, DATA OR INFORMATION OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING BUT LIMITED TO DAMAGES RESULTING FROM LOSS OF USE, LOSS OF ANTICIPATED SAVINGS OR LOST DATA OR FOR ANY CLAIM BY ANY THIRD PARTY, UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF EIFFEL CORP , ITS EMPLOYEES AND/OR REPRESENTATIVES
4.4. Customer agrees that Eiffel Corp ’s liability under these Terms and Conditions and any Schedules, in contract or in delict shall not exceed the lesser of the Fees (if any) paid by the Customer in the preceding 12 (twelve) months (or if 12 (twelve) months has not yet elapsed the Fees paid for the months which have elapsed) or the proceeds paid out of any insurance policy taken out in this regard. This limitation shall not apply to death or personal injury caused by Eiffel Corp ’s gross negligence or any other liability that by law cannot be limited.
5. CUSTOMER INDEMNITY
5.1. Obligation to Indemnify. The Customer shall indemnify Eiffel Corp its licensors, agents and employees against all costs, loss, liability and expense arising from any claims against or incurred by Eiffel Corp in connection with this Agreement, provided such claim arises from breach of this Agreement by the Customer; and
5.2. any claims relating to use by the Customer of any software, products or services not provided by Eiffel Corp but used in conjunction with this Agreement.
6. TERM AND TERMINATION
6.1. The term of this Agreement, including any Schedules hereto shall commence on the Effective Date and shall continue thereafter until terminated as set forth in this Section 6 or as may be additionally provided for in any Purchase Order.
6.2. Either party may terminate this Agreement for convenience upon giving the other party 120 (one hundred and twenty) days written notice. Any Purchase Orders accepted by Eiffel Corp prior to such termination will continue in effect until the Software or Services, the subject of the Purchase Order, have been delivered and the terms hereof shall be deemed to apply, notwithstanding such termination, until the Software or Services have been delivered.
6.3. This Agreement may immediately be terminated if either party becomes insolvent, anticipates or enters into business rescue proceedings, makes a general assignment for the benefit of creditors, becomes subject to any proceeding under any insolvency law whether domestic or foreign that, if involuntary, is not dismissed within 60 (sixty) days, or has wound up or liquidated, voluntarily or otherwise, its business.
6.4. Either party may terminate this Agreement (or any Schedule) with immediate effect by written notice to the other party on or at any time after the occurrence of a material breach (including but not limited to non-payment by the Customer) by the other party of this Agreement (or any Schedule) and which (if the breach is capable of remedy) the defaulting party has failed to remedy within 30 (thirty) days after receipt of written notice of such breach from the terminating party.
6.5. On termination or expiration of this Agreement (or any Schedule) for any reason:
6.5.1. Eiffel Corp shall be entitled to be paid all sums due under any Schedule;
6.5.2. termination shall not affect the rights of either party accruing or accrued prior to the termination of this Agreement; and
6.5.3. this Agreement shall continue in force to the extent necessary to give effect to those of its provisions that expressly or impliedly have effect after termination.
6.6. On termination of this Agreement, any outstanding Purchase Orders which have not been accepted by Eiffel Corp shall also terminate.
7. DISPUTE RESOLUTION
7.1. The Parties shall first use reasonable endeavours to resolve any disputes that may arise under this Agreement through good faith negotiations. This entails one of the Parties inviting the other in writing to meet, either in person or by means of telephone or video conferencing facilities, and to attempt to resolve the dispute within 5 (five) Business Days from date of written invitation. In the event that such negotiations do not result in a mutually acceptable resolution within 5 (five) Business Days of the commencement thereof, the dispute shall be handled in accordance with clause 7.2.
7.2. Subject to clause 7.1, any dispute or difference arising out of or relating to this Agreement, its termination or cancellation shall be referred to arbitration and finally resolved in accordance with the rules of the Arbitration Foundation of Southern Africa. Such arbitration shall be held in Johannesburg/Cape Town, and conducted in the English language before one arbitrator appointed in accordance with the said rules. Any award will be final and not subject to appeal. This agreement to arbitrate shall be enforceable in, and judgement upon any award may be entered in any court of any country having appropriate jurisdiction. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.
7.3. The provisions of clause 7.2 above shall not preclude either Party from approaching any court or other judicial forum in any country having appropriate jurisdiction to obtain interim or urgent relief.
8.1. Entire Agreement. This Agreement together with its Schedules, Statements of Work and Purchase Orders which are now or hereafter attached to this Agreement constitute the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.
8.2. No Reliance. Each of the parties acknowledges that in entering into this Agreement on the terms set forth herein it has not relied on or been induced to enter into this Agreement by any representation, warranty, condition, undertaking, promise or assurance made or given by any other party or any other person, whether or not in writing, at any time prior to the execution of this Agreement other than those expressly set forth in this Agreement.
8.3. Severability. If any part of any provision of this Agreement is found to be invalid or unenforceable, then the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable.
8.4. Amendments and Waivers. No amendment or variation of the terms of this Agreement shall be effective unless it is made or confirmed in a written document signed by both parties. No delay in exercising or non-exercise by either party of any of its rights under or in connection with this Agreement shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.
8.5. Relationship. In making and performing this Agreement, the parties are acting and shall act as independent contractors. Nothing in this Agreement shall be deemed to create an agency, joint venture or partnership relationship between the parties hereto. At no time shall either party make commitments or incur any charges or expenses for or in the name of the other party.
8.6. Assignment. Neither party shall assign any of its rights under this Agreement without the prior written consent of the other without the written consent of the other party which consent will not be unreasonably withheld or delayed. The parties agree that any attempted assignment of this Agreement in breach of this Section 8.6 shall be void and of no effect and shall constitute a material breach of the Agreement.
8.7. Law and Jurisdiction. This Agreement shall be governed by and interpreted under the laws of the Republic of South Africa.
8.8. Notices. Except as otherwise expressly provided in a Schedule, whenever notice, demand or other communication shall or may be given to either party in connection with this Agreement and/or such Schedule, it shall be in writing and shall be sent by certified mail, postage prepaid, return receipt requested or by overnight express carrier, or email and shall be sent or delivered to the addresses of the parties set out above or to a substitution address if a substitution address has been notified in writing by one party to another for such purposes after the date of this Agreement.
8.9. Publicity. Eiffel Corp may publicise the existence of this Agreement.
8.10. Force Majeure. Neither party shall be liable for failure to perform any obligation hereunder, if such failure is due to the occurrence of an event beyond the reasonable control of that party. If such event occurs, the affected party shall notify the other party in writing of the fact and details of the event and shall take all reasonable steps necessary to resume performance of the affected obligation as soon as reasonably possible under the circumstances. If the occurrence of such event renders performance of the obligation commercially impractical or impossible, the parties shall negotiate in good faith an equitable adjustment of the terms and conditions of this Agreement affected by such event. Notwithstanding the foregoing, nothing shall relieve Customer from any payment obligations under this Agreement or any Purchase Order.
8.11. Non-Solicitation. Each party agrees that, without the prior written consent of the other party, it shall not solicit nor otherwise attempt to entice away the services of any employee of the other party or its affiliates during the term of this Agreement and for a period of six months thereafter.
8.12. Interpretation. In this Agreement, unless the context requires otherwise, any reference to:
8.12.1. a “party” or the “parties” is to a party or the parties (as the case may be) to this Agreement and shall include any permitted assignees of a party;
8.12.2. the masculine, feminine or neuter gender respectively includes the other genders, references to the singular include the plural (and vice versa) and references to persons include individuals, corporations, proprietorships, firms, partnerships, limited partnerships, limited liability partnerships, limited liability limited partnerships, limited liability companies, trusts, associations and other entities; and
8.12.3. writing shall include any modes of reproducing words in a legible and non-transitory form.
8.13. Precedence. In the event of any conflict between the terms in any of the documents that make up this Agreement the following order of precedence shall apply:
8.13.1. terms of any Purchase Order
8.13.2. terms of any Statement of Work
8.13.3. terms of any Schedule
8.13.4. terms of this Customer Agreement.
8.14. Headings. The captions and headings of this Agreement are included for convenience only and shall not affect the interpretation or construction of this Agreement.
8.15. Survival. The termination or expiration of this Agreement shall not affect those provisions of this Agreement which expressly provide that they will operate after such expiry or termination, or those which of necessity must continue to have effect after such expiry or termination, notwithstanding that the clauses themselves do not expressly provide for this.
8.16. Counterparts. This Agreement, any Schedules and Purchase Order may be executed in counterparts, and execution may be evidenced by scanned copies of executed pages. Any copy of this Agreement, Schedule or Purchase Order having signature pages executed by all parties, whether in separate pages, and whether on original or facsimile copies, so long as it contains the original signature of at least one of the parties, shall be deemed an original.
Support Services Terms
SUPPORT SERVICES TERMS – SCHEDULE A
Eiffel Corp provides support services to the customer for the supplied Software. The support services are intended to help the customer use the software successfully and deal with any problems that arise during normal operation. This schedule describes the support service provided by Eiffel Corp.
A.1. Support Service. We provide a remote email and phone help desk service to designated customer staff. You must lodge all requests for support with our help desk and we will create a ticket number for your request that can be tracked through our system. Our support team will receive the details of the request and respond to you as soon possible.
A.2. Availability. Our normal support services will be available from 8:00am to 5:00pm from Monday to Thursday and 8:00am to 4:00pm on Fridays. We will not provide support services over weekends or South African Public Holidays, except in case of emergency. If you require urgent support services because of a major system outage outside of the normal support service hours, you must use the after-hours support contact details provided to you.
A.3. Service Level. Our support service provides a maximum response time target of four business hours. Someone from our support team will respond to you within four business hours of us receiving the request. Responses to emergency after hours requests are provided on a best effort basis.
A.4. Exclusivity. During the currency of this agreement, you will only use us for the provision of the support services.
A.5. Non-exclusive agreement. This order does not grant us any exclusive rights to do any additional business with you over and above the services outlines in this order. You may contract with other suppliers for the procurement of additional services. Nothing in this order prevents us from marketing, developing, using, or performing similar services for other customers.
A.6. Support channels. You may only submit support requests in writing using the support contacts and channels provided to you.
A.7. Designated customer personnel. Only your designated personnel may submit support requests and no other personnel, unless agreed between the parties in writing. Your designated personnel who may submit support inquiries must be provided to us in writing.
A.8. Our obligations. We will be responsible for the management and supervision of the performance of the services by our personnel.
A.9. Your obligations. You will provide the assistance and input as we may reasonably require, to enable us to provide the support services. Your internal staff will provide first level support to your own staff members and customers.
A.10. Research. You will, before logging a service request with us, thoroughly research any problem encountered and will make sure that all the details relating to the problem are available to disclose to our help desk.
A.11. Service request. Your support resource will place a service request on our help desk, stating the necessary information. The service request will be made in writing, either via email or a telephone call that is confirmed in writing.
A.12. Evaluation. Upon receipt of the service request, our help desk will evaluate the service request and communicate its appraisal to you.
A.13. Resolution. Once a service request has been resolved, our help desk will inform your support resource. Your support resource will within a reasonable period thereafter (having regard to when the problem would reasonably be detected by you again) inform us through our help desk whether the correction was satisfactory to you or not. If no notice is received, then the problem will be deemed to have been corrected to your satisfaction.
A.14. Support Levels. For the purposes of this clause:
Response time means the time elapsed from receiving the service request, to confirm the problem, identify a specific or likely cause and communicate that to you. Our support service is a best effort service however we will endeavour to meet or exceed the response timeframe stated in A.3 above.
Resolution time means the time taken to fix the problem or provide the service requested, which excludes time that elapses while we wait for a response from you. We do not guarantee any time to fix the problem as this will depend on the cause of the problem itself which may be simple or complex.
A.15. Escalation. We operate a problem escalation procedure to ensure that you receive senior management attention on unresolved issues. We will notify your operational and management personnel on a priority basis depending on the severity of the problem.
A.16. Monitoring. We will monitor the performance of our support service. Our help desk manager will record our services help desk monitoring.
A.17. Service level reporting. You may request actual service levels to us in writing from time to time as required by emailing our support service.
Training and Consulting Services Terms
TRAINING AND CONSULTING SERVICES – SCHEDULE B
Words and expressions when used with initial capital letters shall have the meanings set forth below in addition to the definitions in the Framework Agreement to which this Schedule is attached:
B.1. CONSULTANCY SERVICES
B.1.1. Eiffel Corp shall provide to Customer the consultancy services (the “Services”) as detailed in the corresponding Statement of Work, or any Purchase Order. The Services will be provided at such times and at the Sites as detailed in the Statement or Work or Purchase Order and as agreed by the parties in writing. Eiffel Corp is entitled to employ subcontractors to provide all or parts of the Services.
B.2. CHARGES, FEES & PAYMENT
B.2.1. Eiffel Corp is entitled to charge in addition to the Fees all reasonable expenses for travel, accommodations, and subsistence incurred by Eiffel Corp staff in the performance of their obligations hereunder at locations other than their local Eiffel Corp offices.
B.2.2. In the event that Eiffel Corp is ready to initiate and perform any of its assigned Services and is not able to do so because of actions or delays of Customer, then Customer shall be responsible for the payment to Eiffel Corp of: (i) the amounts specified in the applicable payment schedule on the dates when such amounts would otherwise have been due if Eiffel Corp had not been delayed or otherwise prevented from performing its obligations by Customer’s failure to timely perform; and (ii) Eiffel Corp ‘s then current time and material rates for additional resources allocated to Customer and reasonable expenses incurred as a result of the delay.
B.3. WARRANTY OF SERVICES
B.3.1. Eiffel Corp shall use reasonable skill, care and diligence in the performance of the Services, and will comply with applicable safety standards at the Site where the Services are provided. Eiffel Corp makes no warranty whatsoever regarding any services performed by a third party.
B.3.2. Eiffel Corp shall ensure that sufficient personnel will be assigned to undertake the Services and that each of them shall possess such skill and experience as is necessary for the proper performance of their role under this Consultancy Agreement.
B.3.3. Eiffel Corp will not be responsible for any delay or postponement which in any way arises out of or in connection with any failure, default, delay in performance, or any act or omission of any nature whatsoever on the part of the Customer or any of its employees, agents or sub-contractors, or any other cause or circumstance beyond the reasonable control of Eiffel Corp , including, but not limited to, the Customer’s delay in relation to the delivery, configuration or implementation of hardware or software and/or any lack of Customer resources to meet its obligations under this Consultancy Agreement. The parties will work together in good faith to assess the likely impact of the delay or postponement upon the Services.
B.3.4. Remedy: Eiffel Corp ‘s obligations and Customer’s sole rights and exclusive remedies for breach of the warranty given in this clause shall be the supplying of the Services again.
B.4. CUSTOMER’S OBLIGATIONS
B.4.1. Customer agrees to carry out its obligations hereunder and as further detailed in the Statement of Work or Purchase Order and be responsible for coordinating and making available such of its resources as are reasonably necessary to enable Eiffel Corp to carry out its obligations under this Consultancy Agreement and any applicable Purchase Order, in a timely manner.
B.4.2. The Customer shall afford Eiffel Corp such access to the Customer’s premises and/or infrastructure, software or online sites, as may be required for Eiffel Corp to perform the Services. If the Services are to be performed at the Customer’s premises the Customer will, unless agreed upon otherwise, make available, free of charge, such working space and facilities at the Customer’s premises as Eiffel Corp may reasonably require to perform the Services.
B.5. INTELLECTUAL PROPERTY AND OWNERSHIP
B.5.1. The copyright and other intellectual property rights originating in or deriving from the Services and Software created, prepared or supplied by Eiffel Corp in connection with this Consultancy Agreement or otherwise are and will at all times remain the property of Eiffel Corp (or its licensors) (“Eiffel Corp Intellectual Property”). Nothing in this Consultancy Agreement shall be construed as an assignment or grant to Customer of any right, title or interest in or to the Eiffel Corp Intellectual Property”.
B.5.2. No rights are granted to Customer hereunder to any trademarks, service marks, slogans, symbols or designs of Eiffel Corp (“Eiffel Corp Marks”), and Customer agrees not to register or to use any term which contains or is confusingly or deceptively similar to the Eiffel Corp Marks.
B.5.3. Eiffel Corp acknowledges that all data provided by Customer to Eiffel Corp shall remain the sole and exclusive property of Customer.
B.6. TERMS RELATED TO TRAINING
B.6.1. Learner/Participant Substitution
B.6.1.1. Prior to commencement, training programme substitutes can be made up to 5 (five) days day prior without incurring a penalty. This request must be sent to firstname.lastname@example.org.
B.6.2.1. There will be no refunds for entire training sessions cancellations once started where instituted by the Customer.
B.6.3. Transfer of dates and postponements:
B.6.3.1. Customers are permitted one training and/or on-site consulting delivery postponement, per week or engagement scheduled. Any cost incurred due to changes after the postponement will be billed to the Customer.
B.6.3.2. All postponements must be sent to email@example.com at least 14 ordinary days or more prior to the start of the training or consulting programme. If a Customer request for postponement is received within 2 weeks of the start of the course, the Customer will be liable for any costs incurred by the training provider as a result thereof.
B.6.4. All training programme dates must be delivered within a 12-month period from date of the Purchase Order requesting training unless otherwise agreed between both parties, failing which the course will be deemed to be cancelled.
B.6.5. The training provider reserves the right to re-schedule course dates where set delivery is made difficult due to strike, protest, rescheduling or any other activity on Customer Site that affects either the safety of its facilitators or the quality of the overall training programmes. The training provider shall endeavour to inform the Customer as soon as possible of the rescheduling, to offer a new course date reasonably convenient for Customer.
B.6.6. Confirmation of Course attendance :
B.6.6.1. The Customer shall confirm in writing(email) the names and details of all participants on the course/s. The confirmation shall refer to, or include as an attachment, the information (Name, Surname, Email Address, SA ID or Passport nr) of all the participants that will attend the training session. The Customer’s confirmation must be received by training provider at least two (2) weeks prior to the relevant course date. Upon receipt of the above confirmation, the training provider will proceed with the organization and project management of the course and, if not yet agreed by the Parties, notify Customer of the course date with reasonable advance.
B.6.6.2. In its confirmation, Customer shall indicate the number of participants per course (Eiffel Corp will detail the recommend minimum and maximum participant numbers per programme in the training proposal) and notify of any reasonable special requirements relating to any of the participants. training provider will endeavour to accommodate such special requirements if it is considered reasonable and practical to do so.
B.6.7. Course Attendance & Completion:
B.6.7.1. Failure by a participant to attend a course day as per the relevant confirmation, for any reason whatsoever, shall not entitle the Customer to any reduction in price or any right to demand that the Course be dispensed anew for the benefit of the absent participant(s).
B.6.7.2. For assessed programmes, the participant must attend at least 50% of the training in order to be awarded a certificate of attendance. A participant must attend least 50% of the course and achieve a requisite pass rate for accredited programmes for the courses final assessment specific to that particular training programme in order to receive a certificate of completion.
B.6.7.3. For accredited, multi-week and assessed training programmes, in order to qualify for a subsequent training week, participants will need to achieve a certificate of attendance as well as a certificate of completion for each of the previous programmes.
B.6.7.4. For assessed or accredited programmes, all participants must agree to being listed in a daily attendance register and marked present or absent accordingly. Failure to comply with this requirement will endanger a participant’s course qualification and may result in no certificate of any kind being supplied. This is consistent with minimum attendance requirements for SAQA accredited learning programmes
B.6.8. Logistics and venues:
B.6.8.1. Where training programmes are presented on the Customers Site, the Customer shall provide adequate training room(s), facilities and other necessary resources, including, but not limited to, whiteboard, overhead projector with markers of various colours, video-projector, flip charts, etc. for the full duration of the programme.
B.6.8.2. Customer shall ensure that the training venue is of a similar standard across training sessions as well as the exam (where invigilated exams are part of a formal programme).
B.6.8.3. Customer shall ensure that the training venue will have adequate WIFI or similar internet connectivity throughout the duration of the training or consulting event.
B.6.8.4. Customer shall provide training provider, its subcontractors, consultants and employees, in a timely manner, with access to the training facilities.
B.6.8.5. Customer shall provide local co-ordination through a representative who shall be the official interface between the Eiffel Corp programme facilitator and the participants.
B.6.8.6. Customer shall take care of all venue and catering requirements for the duration of the training, unless otherwise stipulated.
Fees and Payment Terms
FEES AND PAYMENT TERMS – SCHEDULE C
C.1.1. Fees. Customer agrees to pay Eiffel Corp for any and all Services in the amount, manner and at the times set out in the relevant Purchase Order or Statement of Work, and in accordance with this document.
C.1.2. Invoices. All sums and amounts, together with any agreed expenses shall become payable within 30 (thirty) days of date of invoice unless otherwise agreed between the parties (the “Due Date”).
C.1.3. Payment. All payments made or to be made under this Agreement shall be non-refundable and made in full, without any deduction, withholding, set-off or counterclaim on account of any taxes or otherwise.
C.1.4. No Payment. Should the Customer fail to make any payment when due under this Agreement, Eiffel Corp shall have the right, without limiting other remedies which might be available to it, by notice in writing forthwith to suspend all further Services until the default be made good.
C.1.5. Late Payment. In the event of late payment by the Customer, Eiffel Corp reserves the right to charge the Customer interest on any payment not made by the Due Date. Such interest would be calculated on a daily basis, both before and after any judgment, at the rate of 2% (two per cent) per annum above the rate charged by their company bankers from time to time, for the period from the Due Date until the date on which it is actually paid. It would be compounded quarterly and payable on demand. The Customer will reimburse Eiffel Corp for all reasonable costs incurred in the collection of past due amounts owed by the Customer.
C.1.6. Taxes. The fees set forth herein do not include any sales, use or other similar taxes, tariffs or duties, however designated, levied against the sale, licensing, delivery or use of the Software or Services. The Customer shall pay, or reimburse Eiffel Corp for all such taxes; provided, however, that the Customer shall not be liable for any taxes based on Eiffel Corp ‘s net income.
C.1.7.1. Quotes Issued to South African Clients for Rand Priced Products
C.126.96.36.199. All quotes are valid for 14 days from the day of issue.
C.188.8.131.52. All quotes are subject to E&OE.
C.184.108.40.206. All prices are based on current price lists.
C.220.127.116.11. All prices quoted in South African Rand.
C.18.104.22.168. All prices include 15% VAT.
C.1.7.2. Quotes Issued to South African Clients for US Dollar Priced Products
C.22.214.171.124. All quotes are valid for 14 days from the day of issue.
C.126.96.36.199. All quotes are subject to E&OE.
C.188.8.131.52. All prices based on current price list in United States Dollars.
C.184.108.40.206. All prices quoted in South African Rand include 15% VAT.
C.220.127.116.11. All prices quoted in South African Rand remain subject to the South African Rand / United States Dollar exchange rate and may fluctuate.
C.18.104.22.168. NB: We reserve the right to re-invoice at any time prior to payment due to South African Rand / United States Dollar exchange rate volatility.
C.22.214.171.124. NB: Quotes and invoices will use the IOL exchange rate on the day of issue plus a margin of 12.5% when stating prices in South African Rand.
C.1.7.3. Quotes Issued to Clients Outside of South Africa
C.126.96.36.199. All quotes are valid for 14 days from the day of issue.
C.188.8.131.52. All quotes are subject to E&OE.
C.184.108.40.206. All prices are based on the current price list.
C.220.127.116.11. All prices are quoted in United States Dollars.
C.18.104.22.168. A $50 Administration Fee will be added to the invoice.
In order to build trust with our clients and to comply with our legal obligations we provide our policies and processes related to important issues such as data privacy and security.
The policies and processes below include:
By accessing and using this website or application and/or our services, the user is providing his/her express and voluntary consent to the processing of their personal information by Eiffel Corp (Pty) Ltd (“THE COMPANY’) on the basis set out in this privacy notice. if the user does not consent, the user must immediately stop accessing and/or using this website and our services.
THE COMPANY collects, uses and, in some circumstances, shares the personal information of Users in and through this website and during the provision of services to you.
THE COMPANY respects the rights of Users whose personal information is collected and used by it, including their right to protection against the unlawful collection, retention, sharing and use of such personal information.
2. Definitions and Interperations
3. Responsible party
Where THE COMPANY will be the party who will be collecting and processing a User’s personal information, in that event THE COMPANY will be designated as the ‘’responsible party’’ for the purposes of this Policy.
THE COMPANY‘s contact details are as follows:
Website address: www.eiffelcorp.co.za
THE COMPANY may instruct third party operators from time to time to undertake certain processing activities relating to the User’s personal information.
4. What personal information is collected
THE COMPANY may collect the following personal information from the User:
The supply of personal information by the User to THE COMPANY is voluntary and not mandatory. However, if the User refuses to supply any personal information, certain consequences may naturally flow from such a refusal, such as preventing THE COMPANY from concluding or performing any contract with the User, or preventing THE COMPANY from complying with one or more of its obligations in law.
5. Purpose/s for collection and processing of personal information
THE COMPANY shall only collect a User’s personal information for a specific, explicitly defined and lawful purpose relating to a function or activity of THE COMPANY‘s business.
Such purposes may include the following:
If THE COMPANY intends to process a User’s personal information for any other purpose not listed in clause 5.2 or which is otherwise not automatically permitted by law, it shall ensure that it obtains the User’s written consent to do so.
THE COMPANY will not sell a User’s personal information to any third party without the prior written consent of the User.
6. Collection directly from user
THE COMPANY shall, as far as possible, collect personal information about a User directly from the User, except in the following circumstances:
If THE COMPANY collects personal information from a source other than the User, it shall record in writing the details of that source, including the full names and contact details of that source where applicable.
Personal information may be collected from or supplied by the User in any of the following ways:
The User may visit the website without providing any personal information. However, the website’s servers may still collect technical information regarding the use of the website, which is aggregated for analytical purposes, technical maintenance and for improving the content offered on the website. Such information may include details of the User’s visit, information about the User’s computer, including IP (Internet Protocol) address, operating system and browser type, the User’s location, and usage information. An individual User will not be identified from or by this information and THE COMPANY is entitled to copy, distribute or otherwise use such information without limitation.
“Cookies” are small text files transferred by a webserver to a User’s hard drive and thereafter stored on their computer. The types of information a Cookie collects includes a User’s username, the date and time of their visits to the website, their browsing history and preferences.
8. General conditions for processing personal information
Disclosure and sharing of personal information
THE COMPANY may, in the course of providing any content or services on this website, or for the purposes of concluding or performing any other services or transaction with a User, share certain personal information with third party operators who perform certain processing activities on behalf of THE COMPANY.
The information shared and the categories of third party operators with whom it is shared will always be notified to you prior to being shared. Notwithstanding the aforegoing, you consent to us sharing your personal information with the following operators:
Other than as stated in clause 9.1 and 9.3, THE COMPANY shall not share a User’s personal information with any third parties unless it has the User’s express consent to do so.
10. User’s rights in relation to the processing of their personal information
Users shall have the following rights in relation to the processing of their personal information:
Users may make a request in terms of clause 10.1.1 by following the process for making such a request as set out in THE COMPANY’s PAIA manual.
11. Further processing
THE COMPANY shall not process a User’s personal information for any purpose not previously specified except in the following circumstances:
where the User has consented to such further processing;
where the further processing is necessary for the exercise of any contractual rights or the fulfillment of any obligations between THE COMPANY and the User;
where the further processing activities are linked to or compatible with the original purpose;
where the further processing is necessary for the prevention, detection, investigation, prosecution and punishment of an offence;
where the further processing is necessary to enforce any law;
where the further processing is necessary for the conduct of legal proceedings in any court or tribunal that have commenced or are reasonably contemplated;
where the further processing is necessary to prevent or mitigate a serious and imminent threat to the life or health of the User or another individual;
where the further processing is necessary for historical, statistical or research purposes.
THE COMPANY shall ensure that if it intends processing personal information for other purposes not previously specified, it shall notify the User of such further purposes and the possible consequences of the intended further processing for the User.
12. ACCURACY, CORRECTNESS AND COMPLETENESS OF PERSONAL INFORMATION
THE COMPANY shall take reasonably practicable steps to ensure that the personal information kept by it about Users is complete, accurate, not misleading and is updated when necessary.
However, if a User is aware of any personal information in THE COMPANY’s custody that is incorrect, inaccurate or which needs to be updated, the User must make a written request to THE COMPANY’s information officer at firstname.lastname@example.org to update or correct the relevant information.
If a User has contested the accuracy of any personal information being used by THE COMPANY, it shall immediately stop using that information until its accuracy has been verified, if it is reasonably practicable to do so.
THE COMPANY reserves its right to only adhere to a request from a User in terms of clause 12.2 if the correction or updating of that information will result in the personal information being correct and accurate.
13. SECURITY SAFEGUARDS
THE COMPANY is committed to protecting the personal information in its custody against any loss of, damage to or unauthorised destruction of that information, and to prevent any unauthorised parties from accessing that information.
THE COMPANY takes steps to continually identify and document any risks to the personal information it has in its possession or under its control and that appropriate security safeguards are in place against those risks.
THE COMPANY shall ensure that in any contracts entered into with third party operators who process personal information on THE COMPANY’ behalf, include the following obligations:
THE COMPANY shall ensure that all personal information on its systems is properly backed-up and that back-up copies are stored separately from the live files.
14. Notification of breach of security
If personal information about a User is inadvertently leaked or THE COMPANY’s security has been unlawfully breached by any unauthorised party, THE COMPANY shall immediately identify the relevant Users who may be affected by the security breach, and shall contact them at their last known email address or contact details or by the quickest means possible.
THE COMPANY shall provide sufficient information to the User to allow him or her to take the necessary protective measures against the potential consequences of the compromise, or shall advise Users of the steps to be taken by them and the possible consequences that may ensue from the breach for them.
15. Children’s personal information
16. Cross border transfers of personal information
17. Retention of information
The User consents that THE COMPANY may keep record of his/her personal information for an indefinite period of time, unless User objects. In such case THE COMPANY will only keep such records if it is lawfully entitled or obliged to do so
18. Returning, destroying or deleting personal information
Where THE COMPANY is no longer authorised to retain a record of any personal information, it shall either:
ensure that the information is permanently destroyed or deleted as soon as reasonably practicable; or
return the information to the User or transfer it to a third party, if requested by the User in writing to do so.
the types of personal information to be processed, including specifically special personal information;
the specific processing activities to be undertaken;
the specific purpose/s for such processing; and
the possible consequences for the User that may arise from such processing.
Should a User wish to withdraw any consent previously given by the User, they must notify THE COMPANY’s information officer in writing.
20. Lodging an objection
A User may, on reasonable grounds, object to the processing of their personal information at any time after that processing has started.
If a User wishes to object to the processing of their personal information, they should contact THE COMPANY’s information officer in writing and provide, reasons for doing so. Users may use the process and forms contained within THE COMPANY’s PAIA manual available on our website.
21. Choice of law
For more information on your rights to privacy over your information, or the information processing activities of THE COMPANY, please do not hesitate to contact us directly at email@example.com
Date of last update: 1st of March 2021
Data Processing Agreement
DATA PROCESSING AGREEMENT
This Data Processing Agreement (“Agreement”) is between:
The Company (You)
(as a client and end-user of our products and services)
Eiffel Corp (Pty) Ltd
(the “Contracted Data Processor”) and (together as the “Parties”)
(A) The Company acts as a Data Controller/Responsible Party in terms of relevant Data Protection Laws.
(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Contracted Data Processor.
(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing.
(D) The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
“Agreement” means this Data Processing Agreement and all Schedules attached hereto;
“Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the provision of services to the Company or on behalf of the Company;
“Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country, including without limitation the Protection of Personal Information Act of 2013 (“POPIA”);
“EEA” means the European Economic Area;
“EU Data Protection Laws” means the GDPR, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time;
“GDPR” means EU General Data Protection Regulation 2016/679;
“Data Transfer” means:
a transfer of Company Personal Data from the Company to a Contracted Processor; or an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws without the terms of a data transfer agreement put in place to address the data transfer restrictions of Data Protection Laws;
“Services” means the various services the Company provides.
The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly. The corresponding terms, “Information Regulator” for “Commission”, “Responsible Party” for “Controller”, and “Personal Information” for “Personal Data” shall have the meanings as set out in POPIA.
2. Processing of Company Personal Data
The Contracted Processor shall:
comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
not Process Company Personal Data other than on the relevant Company’s documented instructions.
The Company instructs the Contracted Processor to process Company Personal Data only for the provision of Services to the Company or on behalf of the Company as set out in the services agreement with the Company.
3. Contracted Processor Personnel
The Contracted Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the provision of Services to the Company or on behalf of the Company, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in the GDPR and POPIA.
In assessing the appropriate level of security, the Contracted Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
The Contracted Processor shall not appoint (or disclose any Company Personal Data to) any Sub-processor unless required or authorized by the Company in writing, which for the purposes of this Agreement excludes email.
6. Data subject rights
Taking into account the nature of the Processing, the Contracted Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
The Contracted Processor shall:
Promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Contracted Processor is subject, in which case the Contracted Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.
7. Personal data breach
The Contracted Processor shall notify Company without undue delay upon Contracted Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
The Contracted Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8. Data Protection Impact Assessment and Prior Consultation
The Contracted Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by the relevant provisions of any Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processor.
9. Deletion or return of Company Personal Data
Subject to this section 9 the Contracted Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.
The Contracted Processor shall provide written certification to Company that it has fully complied with this section within 10 business days of the Cessation Date.
10. Audit rights
The Contracted Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processor.
Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11. Data transfer
The Contracted Processor may not transfer or authorize the transfer of Data to countries outside the the Republic of South Africa or the EEA without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the Republic of South Africa to a country outside the EEA or the Republic of South Africa, the Parties shall ensure that the Data is adequately protected and that a data protection agreement is entered into at least as restrictive as this Agreement.
12. General terms
This Agreement will commence upon signature by the Party signing last in time and endure until no Data is being transferred or processed by the Contracted Processor.
Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
disclosure is required by law;
the relevant information is already in the public domain.
All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.
To the extent the provisions of this Agreement conflict with the Principal Agreement, to the extent they relate to the processing of Company Personal Data, the terms this Agreement will prevail.
13. Governing Law and Jurisdiction
This Agreement is governed by the laws of South Africa.
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Foundation of Southern Africa, which Rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be one.
The seat, or legal place, of arbitration shall be Cape Town / Johannesburg
The language to be used in the arbitral proceedings shall be English.
Acceptable Use Policy
ACCEPTABLE USE POLICY
These are the general terms of the relationship between you (website visitor) and us (website owner). The terms cover all use of this website. You agree to the terms by visiting and using this website.
1. Definitions and interpretation
Definitions. In the agreement: terms means the terms, consisting of:
Conflict. If the meaning of any general terms conflicts with any other relevant specific terms, the specific terms will apply. Specific terms apply to a specific section of the website or have been specifically agreed between you and us.
2. Use of this website
Capacity and agreement. You promise that you are entitled to visit this website and agree to the terms because you:
• are at least 18 (or regarded as legally adult), and have the legal right and capacity to do so; or
• are not 18 yet, but have permission from your parent (or legal guardian) to do so.
Accurate information. You promise that you will only give accurate information to us and this website.
3. Intellectual property
Ownership. Except as provided to the contrary in the agreement, all right, title, interest, and ownership (including all rights under all copyright, patent, and other intellectual property laws) in, to or of this website are our sole property or will vest in us or a third party licensor. All moral rights are reserved.
Trade marks. Our logo and sub-logos, marks, and trade names are our trade marks and no person may use them without permission. Any other trademark or trade name that may appear on our marketing material is the property of its respective owner.
Restrictions. Except as expressly permitted under the agreement, the website may not be
4. Limits to our liability
You use this website at your own risk. We provide the website “as is”. We do not give any express or implied warranty or make any other promise about this website. For example, we do not warrant that it is good quality, fit for any particular purpose, accurate, complete, up-to-date, legally effective or secure. We also do not warrant that it is free of latent defects, errors, malicious software or infringing content, or that you will have quiet or uninterrupted use of it.
You indemnify us. You indemnify (or promise to protect) us against any claim, demand, loss, damage, cost, or liability (including reasonable attorneys’ fees) related to your use of this website.
Faults. We will do our best to fix any fault in this website as soon as reasonably practical after we find out about it. This is the limit of our responsibility and liability for any fault in the website.
Direct damages limited. If the previous clause does not apply for any reason, our maximum liability to you for all claims for direct damages is R100. This limit applies whether a claim is based on contract, delict (tort) or any other legal cause of action.
No liability for indirect damages. We will never be responsible for any indirect or consequential damages or losses, even if we should have foreseen them. These may include any loss of profit, loss of goodwill, loss of use or damages related to lost or damaged data.
Other websites. We are not responsible for anyone else’s website.
Entire agreement. The terms are the entire agreement between the parties on the subject.
Changes to website. We may change or stop publishing this website without notice and will not be responsible for any consequences.
Changes to terms. We may change the terms by placing a notice on this website. If you do not agree with the change, you must stop using this website or the changed terms will apply to you.
Facts about website. If an administrator of this website signs a letter confirming any fact related to the website, that letter is conclusive proof of its contents. These may include the version of the terms that apply to any dispute, or what content or functions the website had at a particular time or date.
Waiver. We do not ever waive (give up) our rights, even if we allow you any favour or extension of time, or we delay enforcing our rights against you.
Severability. Any term that is invalid, illegal or cannot be enforced must be regarded as deleted. The remaining terms continue as intended.
Law and jurisdiction. South African law and conditions (such as time and date) govern the terms. Only the South African courts may decide any dispute about the terms.
South African PAIA law requires us to give certain people access to information in certain circumstances. Our Access to Information Manual (or PAIA Manual) sets out how you can request access.
Eiffel Corp (Pty) Ltd (“Company”) Manual to Accessing Information (“Manual”)
This Manual has been prepared in terms of section 51 of the Promotion of Access to Information Act 2 of 2000 (“PAIA”) and updated in the light of the Protection of Personal Information Act 4 of 2013 (“POPIA”).
This manual is for the Company.
2. Purpose of PAIA
PAIA is an act that was passed to give effect to the constitutional right, held by everyone in South African, of access to information which is held by the State or by another person and which is required for the exercise or protection of any right. Where a request is made in terms of PAIA, the body to which the request is made is obliged to give access to the requested information, except where the Act expressly provides that the information may or must not be released.
It is important to note that PAIA recognises certain limitations to the right of access to information, including, but not exclusively, limitations aimed at the reasonable protection of privacy, commercial confidentiality, and effective, efficient and good governance, and in a manner which balances that right with any other rights, including such rights contained in the Bill of Rights in the Constitution.
POPIA was enacted in November 2013, to promote the protection of personal information processed by public and private bodies. POPIA amended certain provisions of PAIA, balancing the need for access to information against the need to ensure the protection of personal information.
3. Information manual
One of the main requirements specified in PAIA is the compilation of an information manual that provides information on both the types and categories of records held by a private body. This document serves as Company’s information manual. This Manual is compiled in accordance with section 51 of PAIA and the Schedule to POPIA. It is intended to give a description of the records held by and on behalf of Company; to outline the procedure to be followed and the fees payable when requesting access to any of these records in the exercise of the right of access to information, with a view of enabling requesters to obtain records which they are entitled to in a quick, easy and accessible manner.
This Manual is available for public inspection at the physical address of Company, recorded in paragraph 4 below, free of charge; and on this website, free of charge; and on request by any person (along with payment of a prescribed fee).
The Manual is available from the designated Information Officer, whose details appear below.
The responsibility for administration of, and compliance with, PAIA and POPIA have been delegated to the Information Officer.
Requests pursuant to the provisions of PAIA and/or POPIA should be directed to the Information Officer as follows:
Eiffel Corp (Pty) Ltd
1st Floor Town Square
65 Main Road
Fish Hoek 7975
Phone: +27 (21) 782 2993
4. Information Regulator’s Guide
An official Guide has been compiled which contains information to assist a person wishing to exercise a right of access to information in terms of PAIA and POPIA. This Guide is made available by the Information Regulator (established in terms of POPIA). Copies of the updated Guide are available from Information Regulator in the manner prescribed. The South African HUMAN RIGHTS COMMISSION, Head Office, Braampark Forum 3, 33 Hoofd Street, Braamfontein. Tel – (011) 8773750. Fax – (011) 403 0668. Email – firstname.lastname@example.org. Website – www.sahrc.org.za.
5. Automatic disclosure
A private body may, on a voluntary basis, make available a description of categories of records that are automatically available without a person having to request access in terms of PAIA.
The only fee for access to these records may be a prescribed fee for reproduction.
6. Types and categories of records
A requester may also request information that is available in terms of other legislation, such as (the below is not an exhaustive list):
7. Subject Categories of Records
The information is classified and grouped according to records relating to the following subjects and categories:
Personnel Records: “Personnel”refers to any person who works for or provides services to or on behalf of Company and receives, or is entitled to receive, remuneration and any other person who assists in carrying out or conducting the business of Company. It includes, without limitation, directors (executive and non-executive), all permanent, temporary and part-time staff, as well as contract workers.
Personal records provided by personnel include:
Records provided by a third party relating to Personnel;
Conditions of employment and other Personnel-related contractual and quasi-legal records, including job applications;
Internal evaluation records and other internal records;
Correspondence relating to, or emanating from, Personnel (internal and external to the organization); and
Training schedules and material;
Payment records (and beneficiary payments), including banking details.
Client Related Records: “Client”refers to any natural or juristic entity that receives services from Company.
Client related records include:
Records provided by a client to a third party acting for or on behalf of Company;
Records provided by a third party (for example, records from a reseller);
Records generated by or within Company relating to its clients;
Correspondence with a client that is implicitly or explicitly of a private or confidential nature
Records pertaining to a client retrieved from “other sources”, such as any credit bureau or credit providers industry association.
Private Body Records which include but are not limited to records pertaining to Company’s own internal affairs:
Records held by Company pertaining to other parties, including without limitation, financial records, correspondence, contractual records, records provided by the other party (for example third party beneficiaries or employees of a client), and records third parties have provided about Company’s contractors / suppliers.
Company may possess records pertaining to other parties including, but not limited to, contractors, suppliers, and service providers and such other parties may possess records that can be said to belong to Company.
8. Processing details
In terms of POPIA, data must be processed for a specified purpose. The purpose for which data are processed by Company will depend on the nature of the data and the particular data subject. This purpose is ordinarily disclosed, explicitly or implicitly, at the time the data are collected.
Purpose of Processing
Company processes personnel data for business administration purposes. For example, personnel data are processed for payroll purposes. Personnel data are also processed to the extent required by legislation and regulation. For example, Company discloses employees’ financial information to the Commissioner for the South African Revenue Service, in terms of the Income Tax Act 58 of 1962 and employee’s sensitive personal information in terms of the Employment Equity Act 55 of 1998.
Client related data
Company processes client related records as an integral party of its commercial services. For example Company processes client related records during the client application and onboarding processes and for provision of a service.
This list of processing purposes is non-exhaustive.
9. Third party data
Company processes third party records for business administration purposes.
10. Other party data
Company processes “other party” records for business administration purposes. For example, Personnel data may be processed in order to effect payment to contractors and / or suppliers.
In performing these various tasks, Company may, amongst others, collect, collate, process, store and disclose personal information.
11. Categories of Data Subjects.
Company holds information and records on the following category of data subject:
Depending on the nature of the data, Company may supply information or records to the following categories of recipients:
Statutory oversight bodies, regulators or judicial commissions of enquiry making a request for data (i.e. the Information Regulator in terms of POPIA);
Any court, administrative or judicial forum, arbitration, statutory commission, or ombudsman making a request for data or discovery in terms of the applicable rules (i.e. the Competition Commission in terms of the Competition Act 89 of 1998);
South African Revenue Services, or another similar authority;
A contracted third party who requires this information to provide services;
Third parties with whom Company has a contractual relationship for the retention of data (for example, a third party hosting services);
Research/ academic institutions;
Auditing and accounting bodies (internal and external);
Anyone making a successful application for access in terms of PAIA.
12. Planned Transborder Flows Of Personal Information
Company may transfer personal information to a third party who is in a foreign country in order to administer certain services, but may only do so subject to the provisions of POPIA. Thus internal cross-border transfers, as well as external cross-border transfers of information are envisaged, subject to the provisions of POPIA.
13. Security Measures
Company takes extensive information security measures to ensure the confidentiality, integrity and availability of personal information in Company’s possession. Company takes appropriate technical and organizational measures designed to ensure that personal data remain confidential and secure against unauthorized or unlawful processing and against accidental loss, destruction or damage.
14. Grounds for Refusal of Access to Records
Company may refuse a request for information on the following basis:
Mandatory protection of the privacy of a third party who is a natural person, which would involve the unreasonable disclosure of personal information of that natural person;
Mandatory protection of the commercial information of a third party, if the record contains:
Trade secrets of that third party;
Financial, commercial, scientific or technical information which disclosure could likely cause harm to the financial or commercial interests of that third party; and
Information disclosed in confidence by a third party to Company, if the disclosure could put that third party at a disadvantage in negotiations or commercial competition.
Mandatory protection of confidential information of third parties if it is protected in terms of any agreement or legislation;
Mandatory protection of the safety of individuals and the protection of property;
Mandatory protection of records which would be regarded as privileged in legal proceedings;
The commercial activities of Company, which may include:
Trade secrets of Company;
Financial, which, if disclosed, could put Company at a disadvantage in negotiations or commercial competition;
A computer program which is owned by Company and which is protected by copyright.
Requests for information that are clearly frivolous or vexatious, or which involve an unreasonable diversion of resources shall be refused.
15. Access procedure
A requester is any person making a request for access to a record of, or held by, Company. The requester is entitled to request access to information, including information pertaining to third parties, but Company is not obliged to grant such access. Apart from the fact that access to a record can be refused based on the grounds set out in paragraph 15 above, in order to successfully access information the requester must fulfil the prerequisite requirements for access in terms of PAIA, including the payment of a request and access fee.
16. Access Request Procedure
A requester requiring access to information held by Company must complete the prescribed Access Request Form, available here: https://www.justice.gov.za/forms/paia/J752_paia_Form%20C.pdf, submit it to the Information Officer at the physical address or electronic mail address recorded in paragraph 5 and pay a request fee (and a deposit, if applicable).
In order to facilitate a timely response to requests for access, all requesters should take note of the following when completing the Access Request Form:
The Access Request Form must be comprehensively completed.
Proof of identity is required to authenticate the identity of the requester. Therefore, in addition to the access request form, requesters will be required to supply a copy of their identification document.
Every applicable question must be answered. If a question does not apply “N/A” should be stated in response to that question. If there is nothing to disclose in reply to a particular question “Nil” should be stated in response to that question.
The Access Request Form must be completed with enough particularity to enable the Information Officer to identify:
The requester must also state that he or she requires the information in order to exercise or protect a right, and clearly state the nature of the right to be exercised or protected. In addition, the requester must clearly specify why the record is necessary to exercise or protect such a right.
If a request is made on behalf of another person, then the requester must submit proof of the capacity in which the requester is making the request to the reasonable satisfaction of the Information Officer.
If an individual is unable to complete the prescribed form because of illiteracy or disability, such a person may make the request orally.
The requester will be informed in writing whether access has been granted or denied. If, in addition, the requester requires the reasons for the decision in any other manner, he must state the manner and the particulars so required.
17. Payment Of Fees
Payment details can be obtained from the Information Officer and can be made either via a direct deposit, by bank guaranteed cheque or by postal order. Proof of payment must be supplied when the Access Request Form is submitted.
The prescribed fee is set out below in Annexure 1.
Note that the requester may lodge a complaint to the Information Regulator or an application with a court against the tender or payment of the request fee.
If the search for, and the preparation of, the record for disclosure would, in the opinion of the Information Officer, require more than 6 hours, the requester may be required to pay as a deposit one third of the access fee (the fee which will be payable if the request is granted).
Note that the requester may lodge a complaint to the Information Regulator or an application with a court against the tender or payment of the deposit.
If a deposit has been paid in respect of a request for access which is subsequently refused, then the Information Officer must refund the deposit to the requester.
The requester must pay the prescribed fee before any processing, or any further processing, can take place.
18. Third Party Notification
Company must take all reasonable steps to inform a third party to whom or which a requested record relates if the disclosure of that records would –
involve the disclosure of personal information about that third party;
involve the disclosure of trade secrets of that third party; financial, commercial, scientific or technical information (other than trade secrets) of that third party, the disclosure of which would be likely to cause harm to the commercial or financial interests of that third party; or information supplied in confidence by a third party, the disclosure of which could reasonably be expected to put that third party at a disadvantage in contractual or other negotiations; or to prejudice that third party in commercial competition;
constitute an action for breach of a duty of confidence owed to a third party in terms of an agreement; or
involve the disclosure of information about research being, or to be, carried out by or on behalf of a third party, the disclosure of which would be likely to expose the third party, a person that is or will be carrying out the research on behalf of the third party, or the subject matter of the research, to serious disadvantage.
Company will inform the third party as soon as reasonably possible, but in any event, within 21 days after that request is received.
Within 21 days of being informed of the request, the third party may-
The third party may lodge a complaint to the Information Regulator or an application with a court against the decision within 30 days after notice is given, after which the requester will be given access to the record after the expiry of the 30 day period.
19. Notification of Decision
The Information Officer will, within 30 days of receipt of the request, decide whether to grant or decline the request and give notice with reasons (if required) to that effect.
The 30 day period, within which Company has to decide whether to grant or refuse the request, may be extended for a further period of not more than 30 days if the information cannot reasonably be obtained within the original 30 day period. For example, the time period may be extended if the request is for a large amount of information, or the request requires Company to search for information held at another office of Company.
The Information Officer will notify the requester in writing should an extension be required. The requester may lodge a complaint to the Information Regulator or an application with a court against the extension.
20. Remedies Available for Refusals for a Request for Information
All complaints, by a requester or a third party, can be made to the Information Regulator or a court, in the manner prescribed below.
The requester or third party, as the case may be, may submit a complaint in writing to the Information Regulator, within 180 days of the decision, alleging that the decision was not in compliance with the provisions of PAIA.
The Information Regulator will investigate the complaint and reach a decision – which may include a decision to investigate, to take no further action or to refer the complaint to the Enforcement Committee established in terms of POPIA. The Information Regulator may serve an enforcement notice confirming, amending or setting aside the impugned decision, which must be accompanied by reasons.
An application to court maybe brought in the ordinary course. For purposes of PAIA, any reference to an application to court includes an application to a Magistrates’ Court.
ANNEXURE 1: PRESCRIBED FEES
Please note: In terms of Regulation 8, Value Added Tax (VAT) must be added to all fees prescribed in terms of the Regulations. Therefore, the fees reflected above are VAT inclusive.
To view our privacy statement please visit our website: www.eiffelcorp.co.za
PAIA Subject Access Request Form
Access Request- Record Of Private Body
(Section 53(1) of the Promotion of Access to Information Act, 2000 and Section 23 of the Protection of Personal Information Act of 2013)
Please use this link below to download the request form: