Terms & conditions

This document contains the General Terms (as defined) that apply to the Services to be rendered to the Client by nFold.

Services rendered by nFold may have their own Schedule or any other applicable document as set out in clause 2.2 below, with more detailed terms and conditions that apply specifically to those Services.

Depending on the nature (simplicity, straightforwardness, quantity and/or value) of the Services, a Schedule may not always be required — as will be determined in nFold’s sole discretion — to avoid unnecessary delays in rendering Services.

Unless otherwise agreed in writing, nFold will exercise its discretion on the method and manner of performing its obligations in the Agreement.

In delivering Services, nFold aims to establish a professional, collaborative, and mutually beneficial relationship with the Client, built on transparency, trust, and clearly defined expectations. Where multiple Clients may engage nFold for services relating to the same opportunity, nFold adheres to strict internal conflict management protocols and complies with applicable laws.

In this Agreement, unless the context indicates otherwise:

“Abortive Costs” means costs levied by nFold to the Client in the event of cancellation or variation of the Services by the Client, to recover nFold’s costs already incurred relating to Services ordered.

“Agreement” means these General Terms and Conditions together with any Services Agreement, Service Schedule, Renewal Addendum, Proposal, Quote, Statement of Work or similar document (paper or electronic), establishing a legally binding agreement between the Parties.

“Annexure” means any annexure, schedule, or appendix attached to the Agreement.

“Applicable Law” means all laws applicable in the Republic of South Africa, including statutes, regulations, by-laws, and ordinances; common law and law of equity; binding court judgments or decrees; enforceable industry codes or standards; and official directives or procurement policies issued by regulators or competent authorities.

“Billable Hours” means hours charged to the Client for Services rendered, including preparation, execution, and travel time where applicable.

“Business Day” means any day other than a Saturday, Sunday, or official public holiday in South Africa.

“Business Hours” means 08h00 to 16h30 on Business Days, unless otherwise agreed in a Schedule.

“Charges” / “Fees” means the amounts charged by nFold in respect of Services, as specified in an Invoice, Quote, Schedule, or Proposal.

“Client” means the individual, company, or entity purchasing Services from nFold, as the Agreement identifies.

“Commencement Date” means when nFold begins delivering the Services, unless another date is expressly stipulated.

“Confidential Information” means all non-public commercial, technical, financial, operational, strategic, or other information disclosed by one Party to the other (in any form), including trade secrets, methodologies, Intellectual Property, customer lists, data and know-how.

“Data” means all data (including Personal Information) shared or Processed by either Party in connection with this Agreement.

“Data Protection Laws” means all applicable laws and regulations relating to the collection, processing, use, or storage of personal data or personal information, including but not limited to the Protection of Personal Information Act 4 of 2013 (“POPIA”).

“Effective Date” means the date this Agreement becomes binding in terms of clause 4.

“Good Industry Practice” means the standard of diligence, skill, care and foresight reasonably expected of a qualified service provider engaged in similar activities.

“Intellectual Property” includes all intellectual property rights, including copyrights, patents, trademarks, designs, trade secrets, methods, templates, reports, databases, software (including source code where applicable), and tools — whether registered or unregistered — including all improvements or modifications thereto.

“Invoice” means a tax-compliant invoice issued by nFold setting out Charges due by the Client.

“Parties” means nFold and the Client collectively; “Party” means either individually.

“Payment Date” means 14 (fourteen) calendar days from the Invoice date, unless another date is stated.

“Personal Information” has the meaning given in POPIA.

“Process” / “Processing” means any operation performed on Data, whether automated or not, including collection, recording, storage, use, updating, sharing, retrieval, deletion, and destruction.

“Responsible Party” has the meaning given in POPIA: the party determining the purpose and means of Processing Personal Information.

“Retainer” means an agreed number of Billable Hours payable in advance monthly to cover service delivery.

“Schedule” / “Service Schedule” means a written document agreed between the Parties, setting out specific Services, deliverables, milestones, Service Levels or pricing, which forms part of the Agreement.

“Service” / “Services” means all professional services rendered by nFold, as agreed with the Client, including but not limited to design, training, consulting, proposal development, bid support, and related activities.

“Signature Date” means the date the Agreement is signed by the Party signing last.

“Staff” means employees, contractors, agents, or consultants a Party (or its subcontractors) engages to fulfil obligations under this Agreement.

“VAT” means value-added tax defined under the Value-Added Tax Act 89 of 1991.

3.1            Headings are for reference only and do not affect interpretation.

3.2            Unless the context indicates otherwise, the singular includes the plural and vice versa; any gender includes all genders; and “person” includes a juristic person.

3.3            References to legislation include any amendment, re-enactment or replacement thereof.

3.4            Any substantive provision in any definition conferring rights or imposing obligations shall be given effect as if set out in the body of the Agreement.

3.5            When a number of days is prescribed, the first day is excluded and the last day included; Saturdays, Sundays and South African public holidays are excluded unless stated otherwise.

3.6            References to days, months or years are to the Gregorian calendar.

3.7            Where figures are referred to in numerals and in words, and there is a conflict, the words prevail.

3.8            The expressions “include”, “including” and “in particular” shall be construed as non-limiting.

3.9            The rule of construction contra proferentem (against the drafter) shall not apply.

3.10         Any consent, approval or authorisation required from a Party shall not be unreasonably withheld or delayed, and must be in writing and signed by a duly authorised representative.

3.11         Any reference to a Party includes its permitted successors or assigns and, where applicable, its liquidator or trustee.

3.12         Expiration or termination shall not affect provisions which are expressed to, or by necessary implication must, survive termination.

3.13         The relationship between nFold and the Client is that of independent contractors; nothing creates a partnership, joint venture or agency unless expressly stated.

3.14         Where a process is referred to by a term of South African law and a Party is subject to another jurisdiction, it shall include any equivalent or analogous process under that law.

4.1            This Agreement becomes legally binding and enforceable on the Effective Date, being the date on which it is signed by the Party signing last in time, or upon formal acceptance of a valid Service Schedule or Quote issued by nFold, whichever occurs first.

4.2            These General Terms and any applicable Schedule or Proposal apply to all Services rendered by nFold, whether agreed via signed contract, accepted quote, email confirmation, or other written acceptance.

4.3            By signing the Agreement, or by accepting a Proposal or Quote, the Client confirms that it has read, understood and agrees to be bound by these General Terms and that the signatory is duly authorised.

4.4            nFold may amend these General Terms by giving the Client written notice (including via email or invoice). Amendments are incorporated from their effective date.

5.1            Term and Commencement. This Agreement commences on the Commencement Date specified in the Service Schedule and continues until terminated in accordance with this clause or as otherwise specified in the Service Schedule.

5.2            Cancellation Prior to Commencement. If the Client cancels or varies Services prior to the Commencement Date or Delivery Date (and such cancellation is not due to nFold’s breach), nFold shall be entitled to recover Abortive Costs reasonably incurred. Abortive Costs are billed at the end of the billing period in which they arise and are payable by the Payment Date.

5.3            Changes to Services. Any change to the Services or this Agreement must be documented and signed by both Parties as an Addendum or updated Service Schedule.

5.4            Termination for Convenience.

1. Ad hoc / Once-off Services automatically terminate on completion of the agreed deliverables, unless otherwise stated in the applicable Schedule. Either Party may terminate an ad hoc engagement at any time with 7 (seven) calendar days’ written notice, provided the Client remains liable for (i) all work completed up to the termination date; and (ii) any costs already incurred or reasonably committed by nFold.
2. Retainer / Co-sourced / Outsourced Services may be terminated by either Party on 60 (sixty) calendar days’ prior written notice.
3. Where the Client terminates for convenience, fees shall (unless otherwise agreed) be apportioned on a daily basis and become due up to the effective termination date, together with any non-recoverable third-party costs and reasonable subcontractor termination expenses that cannot be mitigated.

5.4            Termination for Breach or Insolvency
Termination for material breach or insolvency is governed by clause 15 and may be exercised separately from termination for convenience.

Either Party may request changes to the Services. All changes must be recorded in an Addendum to this Agreement or an updated Service Schedule, signed by duly authorised representatives. Where a requested change may affect cost, timing, or resources, such impacts must be agreed in writing before implementation.

nFold shall:

1. provide the Services with the care, skill and diligence reasonably expected under Good Industry Practice;
2. assign and maintain appropriately qualified and skilled Staff to perform the Services;
3. render the Services in accordance with the Agreement and any applicable Service Schedule; and
4. be responsible for compliance with legal and regulatory obligations relevant to it in performing the Services.

The Client shall:

1. subject to its security and confidentiality policies, grant nFold timely access to data, information, systems and facilities reasonably required by nFold;
2. report service failures and non-compliances promptly, or in accordance with any applicable Service Level;
3. ensure compliance with legal and regulatory obligations applicable to it that may affect delivery of the Services; and
4. where Services are delivered on-site, provide a safe, secure and non-discriminatory working environment for nFold’s Staff, in compliance with applicable health and safety legislation.

nFold provides professional services to multiple clients across industries, sectors and opportunities. There may be occasions where nFold is engaged by different Clients for services relating to the same industry, market segment, customer, or opportunity. To maintain professionalism, confidentiality and compliance, the Parties agree:

1. nFold shall implement and maintain ethical walls between service teams, ensuring no proprietary, confidential or commercially sensitive information is disclosed, transferred or shared between Clients;
2. where engagements potentially overlap or compete, nFold shall assign separate teams with no overlapping personnel and maintain segregation of responsibilities and data;
3. nFold shall ensure relevant Staff are trained in confidentiality and competition compliance and shall maintain internal audit trails evidencing adherence to this clause;
4. nFold shall comply with applicable competition laws, professional codes and confidentiality obligations;
5. the Client acknowledges that other client relationships do not, of themselves, constitute a conflict or breach where nFold complies with this clause; and
6. the Client indemnifies and holds nFold harmless against loss or liability arising solely from nFold providing similar or related services to other clients, provided nFold acts independently and without breach of confidentiality or law.

Service Levels, where applicable, refer to defined standards of service performance (e.g., response times, turnaround periods, quality benchmarks) and may be specified in a Service Schedule, Proposal or written Addendum. Where no formal Service Level is defined, nFold shall perform the Services with reasonable commercial efforts and in accordance with Good Industry Practice. Service Levels may be updated by written agreement.

• If either Party is delayed or prevented from fulfilling its obligations due to circumstances beyond its reasonable control (a “Force Majeure Event”), it shall notify the other Party in writing as soon as reasonably possible, specifying the cause and expected duration.
• Force Majeure Events include, without limitation: acts of God, natural disasters, epidemics/pandemics, power outages, labour strikes, civil unrest, sabotage, terrorism, war, or government actions.
• In case of Client-caused delays, including failures to provide access, data or approvals, nFold shall not be liable for such delays and shall be entitled to a reasonable extension of time and adjustment of Fees to account for the impact.
• The affected Party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.
• If performance is suspended due to a Force Majeure Event for 90 (ninety) consecutive calendar days, either Party may terminate the affected portion of the Agreement on written notice.

1.1            Pricing and Quotes

1. Quotations are valid for 30 (thirty) calendar days from issue unless otherwise stated.
2. All prices are quoted in South African Rand (ZAR) and exclude VAT.
3. nFold may adjust rates if a quotation expires without acceptance.

1.2            Payment Terms

Unless otherwise agreed in writing:

1. invoices are issued upon acceptance of a Quote or Schedule (or as stated in the Schedule);
2. full payment is due within 14 (fourteen) calendar days of invoice;
3. for large or milestone-based projects, payment terms shall be as stated in the Service Schedule;
4. nFold may withhold Services if payment is overdue.

1.3            Late Payment

Interest accrues on overdue amounts at the prime lending rate published by FNB, calculated from due date until payment.

1.4            Withholding Tax

If the Client is required by law to withhold tax:

1. the Client shall gross up payments so nFold receives the full invoiced amount; and
2. the Client remains responsible for timely payment of the withheld amount to the relevant authority.

1.5            Foreign Exchange.

Where fees are quoted in a foreign currency, the applicable exchange rate is the rate on the actual date of payment. A 3.5% forex levy may be applied to cover international transfer and conversion fees, where applicable.

1.6            Retainer-Based Services

1. Retainer fees are billed monthly in advance.
2. (b) Unused hours may, at nFold’s discretion, roll over for up to one month, capped at 15% of the monthly allocation.
3. (c) Additional hours are billable at the agreed hourly rate.

1.7            Travel and Incidental Costs

Travel within 50km of nFold’s head office is included. Travel beyond this is billable at cost + 15%, including reasonable incidentals (parking, tolls, flights, accommodation).

1.8            Overtime Charges

Overtime is charged as follows:

1. at the contract rate for authorised hours exceeding the agreed allocation during Business Hours;
2. (b) at 5x rates for Saturdays or work performed after 17h00 on weekdays;
3. (c) at 2x rates for Sundays and public holidays.

Prior written approval is required for overtime unless otherwise agreed.

Payment – Upon receipt of the completed training booking form, nFold will issue an invoice. Payment is due in full by the settlement date indicated on the invoice. Training dates and delegate attendance will only be confirmed once full payment has been received. Delegates who have not been paid for in full will not be permitted to attend the training. These measures ensure seamless service delivery and effective scheduling for all clients.

• Each Party retains all rights, title and interest in and to its pre-existing Intellectual Property. Nothing in this Agreement transfers such ownership.
• Any improvements, modifications, processes, methodologies, tools or templates developed by nFold during the Services — including enhancements to existing material — vest in nFold, unless otherwise agreed in writing.
• All Client-specific deliverables created by nFold (including custom proposal content, strategy documents, graphics and branded material) become the Client’s property upon full and final payment of the relevant fees.
• The Client shall not use, copy, reproduce, resell, license, or disclose any nFold content to compete with nFold or provide similar services to third parties.
• Any unauthorised use, distribution or commercial exploitation of nFold’s Intellectual Property constitutes a material breach. nFold may claim damages (including attorney-and-own-client costs).

• Each Party shall comply with all applicable data protection legislation, including POPIA, when Processing any Personal Information under this Agreement.
• Unless otherwise agreed, nFold acts as Operator and the Client as Responsible Party.
• nFold shall Process Personal Information only as necessary to perform its obligations and in accordance with the Client’s documented instructions.
• The Client warrants that it has a lawful basis to provide any Personal Information (including that of employees, customers or third parties) to nFold, and that such provision does not infringe any law, contract or third-party right.
• nFold shall implement appropriate technical and organisational safeguards to protect Personal Information against unauthorised access, loss or destruction.
• nFold shall ensure that only authorised Staff and subcontractors have access to Personal Information and that such persons are bound by equivalent confidentiality obligations.
• In the event of a suspected or actual Personal Information breach, the Processing Party shall notify the Disclosing Party without undue delay and provide reasonable cooperation.
• Upon termination, Personal Information shall, at the Disclosing Party’s option, be returned or securely destroyed unless required by law to retain it.
• The Processing Party indemnifies the Disclosing Party against fines, penalties, losses or claims arising from its failure to comply with POPIA or this clause.
• This clause survives termination.

1. Material Breach. If either Party (the “Breaching Party”) materially breaches this Agreement and fails to remedy such breach within 14 (fourteen) calendar days after written notice by the other Party (the “Aggrieved Party”), the Aggrieved Party may: (i) terminate this Agreement (in whole or part) with immediate effect; and/or (ii) claim specific performance or damages; in each case without prejudice to any other rights or remedies available in law.
2. Either Party may terminate this Agreement immediately on written notice if the other Party: commits an act of insolvency; is provisionally or finally liquidated; enters business rescue; makes or attempts to make an offer of compromise with creditors; or has a curator, business rescue practitioner or trustee appointed.
3. Outstanding Fees. If termination arises from a breach by the Client, the Client remains liable for all undisputed fees lawfully due to nFold at the time of termination.
4. nFold may institute legal proceedings to recover outstanding fees or enforce any right under this Agreement or any Service Schedule.

• Each Party (“Receiving Party”) shall treat all Confidential Information received from the other (“Disclosing Party”) as confidential and shall not disclose it to any third party or use it for any purpose other than fulfilling this Agreement.
• Confidential Information includes all business, technical, financial, operational or strategic information disclosed in any form, whether or not marked as confidential.
• The Receiving Party may disclose Confidential Information: (i) to its Staff, subcontractors or professional advisers who require access for this Agreement and are bound by equivalent confidentiality obligations; or (ii) if required by law, regulation or a competent authority (with advance notice to the Disclosing Party where legally permitted).
• Confidential Information excludes information that: (i) is or becomes public other than through breach; (ii) was lawfully in the Receiving Party’s possession before disclosure; (iii) is lawfully disclosed by a third party; or (iv) is independently developed without reference to the Confidential Information.
• Upon termination, the Receiving Party shall, at the Disclosing Party’s option, return or securely destroy all Confidential Information, except where retention is required by law.
• The obligations in this clause survive for 2 (two) years post-termination.

• Subject to clause 17(c), the total aggregate liability of nFold to the Client arising under or in connection with this Agreement (whether in contract, delict, negligence or otherwise) is limited to the lesser of: (i) R500,000 (five hundred thousand Rand); or (ii) the total Fees paid or payable by the Client to nFold in respect of the relevant Service Schedule under which the cause of action arose.
• nFold shall not be liable for: loss of profit, revenue, data or goodwill; indirect, incidental, special, exemplary or consequential damages; claims arising from the Client’s misuse or unauthorised use of the Services; or losses caused by delays, downtime or third-party system failures.
• The limitations do not apply to: liability for death or personal injury caused by a Party’s negligence; breach of confidentiality or Intellectual Property obligations; fraud, gross negligence or wilful misconduct; or liability that cannot be lawfully excluded.
• This clause survives termination.

• Good Faith Negotiation. If a dispute arises, the Parties shall first attempt resolution through good faith negotiations between senior representatives within 10 (ten) Business Days of written notice of the dispute.
• If unresolved, either Party may refer the dispute to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA). Mediation shall commence within 15 (fifteen) Business Days of referral, unless otherwise agreed.
• If mediation fails, the dispute shall be finally resolved by arbitration under AFSA rules then in effect. The arbitration shall be conducted in Sandton, South Africa, in the English language, before a single arbitrator appointed by AFSA. The award shall be final and binding, with no right of appeal.
• All negotiations, mediations and arbitrations under this clause are confidential, and no information disclosed may be used outside the process except as required by law.
• Interim Relief. Nothing in this clause prevents a Party from seeking urgent interim relief from a court of competent jurisdiction.
• Unless otherwise determined by the arbitrator, each Party bears its own legal costs and half of the mediation/arbitration administrative costs.
• Any arbitration award may be made an order of the High Court of South Africa at the instance of either Party.

• nFold may suspend Services if: (i) the Client fails to comply with a material obligation and does not remedy within 7 (seven) calendar days after written notice; or (ii) the Client fails to pay any undisputed invoice within 7 (seven) calendar days after the due date, provided nFold has given at least 5 (five) calendar days’ written notice of its intention to suspend.
• Withholding of Services. nFold may (i) not commence Services until payment or acceptable arrangements are made; or (ii) withhold ongoing Services if the Client fails to comply with agreed payment arrangements.
• Either Party may terminate Services by written notice: (i) for ad hoc/once-off Services: at any time on 7 (seven) calendar days’ notice, subject to Client liability for work completed and costs incurred; (ii) for retainer/co-sourced/outsourced Services: on 60 (sixty) calendar days’ notice.
• Effect of Termination. Upon termination, the Client shall pay all outstanding undisputed fees for Services rendered up to the termination date, plus any non-recoverable third-party costs. Suspension or termination does not affect any other rights or remedies available to nFold.

• Upon delivery of Services, nFold will provide associated documentation in electronic format (e.g., Word, Excel, PDF), unless otherwise agreed in writing.
• If the Client requests printed, couriered, or specially formatted documentation, the Client shall bear reasonable additional costs.
• Documentation is for the Client’s internal business use only and may not be disclosed, copied, or distributed to third parties without nFold’s prior written consent, unless required by law.

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force. The Parties shall, where possible, replace the invalid provision with a valid provision that most closely reflects the original intent.

Neither Party may cede, assign or transfer its rights or delegate its obligations without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. Either Party may assign this Agreement to an affiliate, subsidiary or group company without such consent, provided this does not materially prejudice the other Party. Any assignment in breach of this clause is null and void.

No failure or delay by either Party in exercising any right, power or remedy under this Agreement operates as a waiver. Any waiver must be in writing and signed by an authorised representative. A waiver of any breach is not a waiver of any other or subsequent breach.

• nFold may, in its sole discretion, subcontract the whole or any part of its obligations.
• nFold remains fully responsible for performance notwithstanding the use of subcontractors.
• nFold shall ensure subcontractors are bound by confidentiality and data protection obligations no less strict than those in this Agreement.
• The Client shall not unreasonably withhold or delay consent where notification of subcontracting is provided.

• This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa.
• Each Party shall comply with all Applicable Laws, including without limitation the Competition Act 89 of 1998 and Section 217 of the Constitution (procurement principles), and any applicable regulations and directives of competent authorities.
• Each Party warrants compliance with its internal governance, procurement and compliance policies. The Client indemnifies nFold against liability arising from the Client’s non-compliance.
• Both Parties adopt a zero-tolerance policy towards fraud, bribery and corruption, and shall comply with all applicable anti-corruption laws (including, where relevant, the UK Bribery Act and the US Foreign Corrupt Practices Act).
• nFold may report suspected unlawful conduct to authorities and may terminate this Agreement with immediate effect in the event of fraud, bribery or corruption, without prejudice to its right to recover damages.

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior negotiations, representations or agreements, whether written or oral.

No amendment, variation or addition to this Agreement is of any force or effect unless in writing and signed by duly authorised representatives of both Parties.

This Agreement may be signed in counterparts, each of which is deemed an original and together constitute one instrument. Electronic signatures are valid and binding as if signed in ink.