Standard Terms and Conditions 

The following terms and conditions shall apply to any acceptance of a tender / quotation provided by eMbrace Pest Management (hereinafter referred to as the "Contractor") in respect of Pest Control Services:
  

1.Definitions and Interpretation
1.1.In these Conditions, the words hereunder will have the meanings assigned to them below:
"Agreement" means these Standard Terms and Conditions and any Quotation, Tender, Service Report, Schedules, Annexures and attachments hereto;
"Service Report" means the Service Report that sets out the areas inspected, devices serviced and corrective action taken in respect of the Pest Control Services and management rendered by the Contractor and to which these Standard Terms and Conditions are attached;
"Customer and/or Client" means the party specified as the Client / Customer on the Quotation and/or Service Report to which these Standard Terms and Conditions are attached;
"Effective Date" means, notwithstanding the date of acceptance of the Quotation, the date when the Service/s is commissioned by the Contractor irrespective of whether or not the Customer uses or accepts the Service/s;
“Initial Period” means the initial contract term of the Service/s as set out in the Service Report and/or Quotation hereto;
"Service/s" means all the service/s and pest management work carried out by the Contractor in accordance with industry codes of practice and regulations as specified in the Service Report, Quotation and Schedules to this Agreement;

"Service Agreement" means a Service Agreement signed by the Customer in respect of continued Pest Control Services and pest management work to be provided at intervals by the Contractor;
“VAT” means Value-Added Tax as defined in the Value-Added Tax Act 89 of 1991.

A 5% increase will be added to all contract annually. 

2.Effective Date
2.1.The effective date shall be the date on which the Service(s) is provided by the Contractor.

3.Charges and Payment
3.1.All Service/s provided are to be billed as of the Effective Date. In the event of a single Service consisting of a number of inspections, components, treatments or infestations, billing will commence for each respective component of that Service as and when each component of that Service is rendered.
3.2.The Customer is responsible for and agrees to pay in cash or Electronic Transfer to the Contractor all fees and disbursements for the Service/s specified in the Service Report in South African currency, without deduction or set-off of any amount of whatsoever nature or for whatsoever reason.
3.3.All prices specified in the Quotation (unless otherwise specified) exclude VAT and any other taxes and duties including any regulatory surcharge, which the Customer becomes obligated to pay by virtue of this Agreement, and
3.4.All invoices for Services shall be settled on the effective date, alternatively on delivery of the invoice to the Client / Customer, unless the Services were rendered in terms of a Service Agreement and credit facilities have been approved by the Contractor, in which event payment is due to the Contractor within (30) days of the date of invoice.
3.5.Any amount falling due for payment by the Customer to the Contractor in terms of or pursuant to this Agreement which is not paid on the due date shall bear interest calculated from the due date for payment thereof until date of payment, at 18% per annum, monthly in arrears.
3.6.The Contractor shall be entitled from time to time on 30 (thirty) days prior written notice thereof to the Customer to increase the monthly or interval charges provided for in the Service Agreement. Unless the Customer objects in writing to the increase within (14) days of receipt of the said notice, the new charges shall be deemed acceptable to the Customer and all future Services to be rendered in terms of the Service Agreement shall be charged and billed accordingly. 
3.7 Quotations are valid for 30 (thirty) days and are subject to the scheduling of the Contractor.
3.8 In the event any unforeseen problems or expenses arise in the course of carrying out the Services the Contractor shall endeavour to inform the Client and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the Services.
3.9 If the Contractor is unable to perform all or part of the Services for any cause whatsoever outside the Contractor’s control including failure by the Client to comply with any of its obligations provided for in clause 4 below, the Contractor shall nevertheless be entitled to payment of:
(i) the amount of all non-refundable expenses incurred by the Contractor; and
(ii) a proportion of the agreed charges equal to the proportion of the Services actually carried out.
3.10 All bait stations, traps and other devices not purchased from the Contractor, shall remain the property of the Contractor. The Customer shall return all equipment and tools to the Contractor.
3.11 The client hereby agrees that the equipment (ILT and Bait stations) may be removed should there be any outstanding money. This removal does not require any legal intervention and must be adhered to upon request from the service provider. 
3.12 For investations, a quote will be done for additional charges. 

4.Customer’s Obligations
4.1 The Customer shall comply strictly with all restrictions and warnings imposed by the Contractor in respect of the Services provided.
4.2 The Customer shall allow the necessary access for the Contractor's representatives to the premises where the Services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the Services;
4.3 The Customer shall supply, if required, electricity and/or water for the performance of the Services;
4.4 The Customer shall ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of the Services and will not rely, in this respect, on the Contractor's advice whether required or not;
4.5 The Customer shall inform the Contractor in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;
4.6 The Customer will on request be shown and made aware of the locations where pesticide, fungicide, herbicide and/or fumigant have been applied and/or baits have been placed. The Customer will be responsible for making sure that no living organism, that visits or resides in the structure, comes into contact with the pesticide.
4.7 The Customer will inform the Contractor of any electrical piping or cabling as well as any water or any other pipes that might be damaged or lead to damage of equipment used by the Contractor during a service.
4.8 Damaged caused to any such items as stated in 4.7 will be the responsibility of the client and the Contractor will not be held responsible for the repair thereof.
4.9 The Customer will be held accountable for the payment of any equipment of the Contractor damaged by such items as stated in 4.7. 
4.10 The Customer shall not commit nor attempt to commit any act or omission which directly or indirectly:
4.10.1 damages in any way the Contractor’s technical infrastructure, equipment or any part thereof;
4.10.2 impairs or precludes the Contractor from being able to provide the Service/s in a reasonable and businesslike manner;
In such an event, should the Contractor incur expenses to remedy the situation, the Contractor reserves the right to charge the Customer the amount necessary to cover the Contractor’s additional expenditure.
4.11 Under no circumstances may the Customer resile from this Agreement or withhold or defer payment or be entitled to a reduction in any charge or have any other right or remedy against the Contractor, its servants, its agents or any other persons for whom it may be liable in law (and in whose favour this provision constitutes a stipulation alteri) if the Contractor interrupts the Service to the Customer as it would be entitled to do if the Customer is in default of any of its obligations under this Agreement.

5.Warranties
5.1 Save as expressly set out in this Agreement, the Contractor does not make any representations nor gives any warranties or guarantees of any nature whatsoever in respect of the Service/s and all warranties which are implied or residual at common law are hereby expressly excluded.
5.2 Without limitation to the generality of 5.1 above, the Contractor does not warrant or guarantee that the Services provided, including any fumigants, pesticides, herbicides and fungicides used, are suitable for the specific infestation.
The Contractor assumes no liability, responsibility or obligations in regard to any of the exclusions set forth in this clause 5.

6.Cancellation
6.1 No Contract may be cancelled if there are any outstanding payments.
6.2 Customers need to give a 3 month written notice for cancellation. 

7.Exclusion Of Liability
7.1 Except as otherwise expressly provided herein to the contrary, the Contractor shall not be liable to the Customer or any third party for any loss or damage of whatsoever nature and/or howsoever arising (including consequential or incidental loss or damage which shall include but shall not be limited to loss of property or life or of profit, business, goodwill and revenue) or for any costs, claims or demands of any nature whether asserted against the Contractor or against the Customer by any party, arising directly or indirectly out of the Service/s, their use, access, withdrawal or suspension or out of any information or materials and fumigants provided or not provided, as the case may be.
7.2 The Customer hereby indemnifies the Contractor against and holds the Contractor harmless from any claim by any third party arising directly or indirectly from access to or the use of the Service/s or information of the Contractor or in respect of any matter for which liability of the Contractor is excluded in terms of clause 6.1 above.
7.3 The Contractor shall not be liable for any delayed, partial or total non-performance of the Services arising directly or indirectly from any event outside the Contractor’s control including failure by the Client to comply with any of its obligations hereunder.

8.Breach
8.1 Subject to the provisions of clause 7.3 to the contrary, if the Customer hereto breaches any of the terms or conditions of this Agreement and fails to remedy such breach or pay such amount, as the case may be, the Contractor shall have the right, without prejudice to any other right which it may have against the Customer, to:
a)suspend or terminate the Services;
b)treat as immediately due and payable all outstanding amounts which would otherwise become due and payable over the unexpired period of the Agreement and/or Service Agreement, and to claim such amounts as well as any other amounts in arrears including interest and to cease performance of its obligations hereunder as well as under any other contract with the Customer until the Customer has remedied the breach; and/or
c)cancel this Agreement; in any event without prejudice to Contractor's right to claim damages.
8.2 The Customer shall be liable for all costs incurred by the Contractor in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs on an attorney and client scale whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgment.
8.3 Contractor shall be entitled to suspend the provision of the Services where the Customer breaches any provision of this Agreement or where any payment to the Contractor is overdue by more than 30 (thirty) days.

9.Force Majeure
The Contractor shall not be liable for non-performance under this Agreement to the extent to which the non-performance is caused by events or conditions beyond the control of the Contractor.

10.Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with South African law by a South African Magistrate’s Court having jurisdiction.

11.Conditions
11.1 Timbers at present appearing to be free of infestation may actually be infested with wood destroying organisms, though this might sometimes be impossible to detect until flight holes or wood powder appears on the surface, or soil deposits by subterranean termites is spotted around the infested timber. Under normal conditions this may not be evident for two years or more in the case of Hylotrupes bajulus (Italian beetle) and Oxypleurus nodieri (long horn beetle) and one year or less in the case of woodborers, including supterranian termites.
11.2 Inspections for wood destroying organisms will only be carried out on exposed and accessible timbers and only when the Contractor has specific written instruction, will inaccessible timbers be opened up for inspection.
11.3 Unless specified all inaccessible timbers or inaccessible areas will not be treated.
11.4 The liability of the Contractor shall therefore be limited to exposed and accessible timbers actually inspected. Under no circumstances whatsoever shall the Contractor be liable for any consequential damage arising from the outbreak of any wood destroying organism: whether it may be in any part of the accessible or inaccessible timbers of the inspected property before or after the date of inspection.

12. General
12.1 No variation, amendment or consensual cancellation of this Agreement or any provision or term thereof or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by a representative from both the Contractor and the Customer.
12.2 The parties acknowledge having read and understood this Agreement and are not entering into this Agreement on the basis of any representations not expressly set forth in it.
12.3 Neither party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the Agreement between the Customer and the Contractor or not.
12.4 No extension of time or waiver or relaxation of any of the provisions or terms of this Agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement, shall operate as an estoppel against either party hereto in respect of its right under this Agreement, nor shall it operate so as to preclude either of the parties thereafter from exercising its rights strictly in accordance with this Agreement.
12.5 In the event that any provision of this Agreement conflicts with any statute, ruling or order of any governmental or regulatory body from time to time, then such provision of this Agreement shall be controlled by the statute, ruling or order.
12.6 Should any of the terms and conditions of this Agreement be held to be invalid, unlawful or unenforceable, such terms and conditions will be severable from the remaining terms and conditions which will continue to be valid and enforceable.
12.7 In the event of any expiration, termination or cancellation of this Agreement, provisions hereof which are intended to continue and survive shall so continue and survive.
12.8 The terms and conditions appearing in the Quotation, Service Report and Schedule(s) hereto, are hereby incorporated into the Agreement. In the event of any conflict between the Standard Terms and Conditions of this Agreement and those appearing in any Schedule/s hereto, these Standard Terms and Conditions shall prevail. In respect of any conflict in respect of pricing in the Agreement or the Quotation and Schedules hereto, the costs set out in the Quotation shall prevail.
12.9 These terms and conditions, together with the Schedule(s), Annexures and attachments hereto, constitute the whole of the agreement between the Contractor and the Customer relating to the subject matter hereof, notwithstanding anything in the Customer’s inquiry, specification, acceptance, order or other documentation or discussion to the contrary.