1. DEFINITIONS

In this Agreement, unless the context indicates otherwise:

1.1. “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Client, including any parent company, subsidiary, holding company, group company, or associated entity within the Client’s corporate group.

1.2. “Agreement” means these Terms of Service, together with any applicable Statement of Work (SOW), annexures, and schedules hereto.

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

1.4. “Candidate” or “Job-Seeker” means any individual registered on the RMM Network or presented, introduced, or referred by RMM to a Client.

1.5. “Client” means any person, firm, partnership, company, close corporation, or unincorporated entity to whom RMM provides recruitment or intermediary matching services, including any entity receiving or benefiting from the services of the Independent Contractor.

1.6. “Client Digital Systems” means any internal systems, databases, cloud software environments, virtual private networks (VPN), software platforms, project tools, or designated email/communication accounts provided by a Client to the Independent Contractor.

1.7. “Company” or “RMM” means RecruitMyMom (Pty) Ltd (Registration Number: 2012/088360/07), a private company incorporated in accordance with the laws of South Africa.

1.8. “Confidential Information” means any proprietary or non-public information disclosed by or relating to RMM, the Client, or any Candidate, including business information, client lists, candidate profiles, CVs, fee structures, trade secrets, know-how, and Personal Information, whether disclosed orally, electronically, or in writing, but excluding information that is publicly known through no breach of this Agreement, was already lawfully known to the receiving party, or is required to be disclosed by Law.

1.9. “Contractor Fees” means the agreed commercial, hourly, or milestone-based project fees payable to the Independent Contractor for services or deliverables rendered to a Client under an applicable SOW.

1.10. “Effective Date” means the date on which the Independent Contractor accepts these Terms, as evidenced by ticking the acceptance box on RMM’s Website, or the date the Independent Contractor begins performing services for an introduced Client, whichever occurs first.

1.11. “Independent Contractor” (also referred to as “you”) means the skilled professional, freelancer, contractor, or consultant registered with RMM who enters into this Agreement to provide independent, deliverable-based services to Clients.

1.12. “Law” means any applicable statute, constitution, regulation, rule, directive, ordinance, by-law, common law, or other legislative measure having the force of law in the Republic of South Africa.

1.13. “Parties” means RMM and the Independent Contractor collectively, and “Party” means either one of them as the context requires.

1.14. “Personal Information” and “Processing” have the meanings assigned to them in the Protection of Personal Information Act 4 of 2013 (POPIA).

1.15. “RMM Network” means the RecruitMyMom candidate database, platform workflows, social media channels, and recruitment specialist team.

1.16. “RMM Services” means the professional recruitment, candidate matching, platform facilitation, and invoicing agency services provided by RMM.

1.17. “Statement of Work” or “SOW” means the final Statement of Work and engagement schedule incorporating the assignment requirements agreed between RMM and the Client for advertising on the Client’s behalf, and recording the Client’s approval and the Independent Contractor’s acceptance of the services, deliverables, commercial rates, timelines and working arrangements for a specific engagement.

1.18. “Client Terms” means RMM’s Client Terms of Service governing Independent Contractor engagements. References to the Client Terms describe the corresponding Client obligations and do not make the Independent Contractor liable for the Client’s Fees or conversion fee.

2. INTERPRETATION

2.1. This Agreement, read together with the applicable SOW and RMM’s general website Terms and Conditions, constitutes the sole record of the agreement between the Parties regarding the subject matter hereof.

2.2. Any reference to “days” shall mean calendar days. When calculating any period of days, the first day is excluded and the last day is included, unless the last day falls on a Saturday, Sunday, or public holiday, in which case the last day shall be the next succeeding Business Day.

2.3. The rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the Agreement (the contra proferentem rule) shall not apply.

2.4. The use of the word “including” followed by specific examples shall not be construed as limiting the meaning of the general wording preceding it, and the eiusdem generis rule shall not be applied.

3. NATURE OF THE RELATIONSHIP & PREAMBLE

3.1. RMM operates as a specialised recruitment and placement intermediary that sources, screens, and matches skilled independent professionals with clients seeking commercial services, flexible expertise, or project-based deliverables.

3.2. The purpose of this Agreement is to establish the commercial terms under which the Independent Contractor is registered on RMM’s platform, introduced to prospective Clients, and remunerated via RMM’s invoicing agency mechanism.

3.3. Independent Commercial Relationship: The Parties intend to form a genuine commercial relationship. You provide services to Clients as an independent professional delivering agreed services or results and undertake to manage your work as an independent business. The Independent Contractor provides services directly to the Client. RMM does not supervise, direct or control the Independent Contractor’s performance of those services. RMM’s recruitment and administrative functions are distinct from the Independent Contractor’s delivery of services to the Client. The Parties intend that RMM acts as a recruitment intermediary and authorised billing and collection agent, rather than as an employer or Temporary Employment Service. The legal classification of the arrangement and any statutory obligations shall nevertheless be determined by applicable Law and the actual working relationship.

4. DURATION & TERMINATION OF PLATFORM REGISTRATION

4.1. This Agreement shall commence on the Effective Date and shall continue indefinitely until terminated by either Party in terms of clause 4.2.

4.2. Either Party may terminate this general platform registration agreement by giving 30 (thirty) calendar days’ written notice to the other Party.

4.3. Termination of platform registration shall not, of itself, terminate an active SOW or extinguish accrued rights or provisions that survive termination. An active SOW remains subject to its agreed terms and clause 15. RMM’s right to suspend its services or require a compliant alternative arrangement under clause 11.6 remains unaffected.

5. RMM’S ROLE & SERVICES

5.1. RMM shall:

5.1.1. review the profile and skills of the Independent Contractor and, in RMM’s sole and absolute discretion, contact the Independent Contractor to invite them to apply for open project assignments suited to their background;

5.1.2. publish, advertise, or communicate the proposed Contractor Fees for an assignment based on the requirements agreed with the Client. Applying indicates acceptance of the advertised rate for consideration for that assignment; the final Contractor Fees and engagement arrangements shall be recorded in the accepted SOW and schedule. RMM agrees a combined Fee with the Client which includes the Contractor’s agreed compensation and RMM’s fee;

5.1.3. act as the invoicing and collection agent for the Independent Contractor in accordance with clause 6;

5.1.4. process the Independent Contractor’s Personal Information strictly in accordance with POPIA and the provisions of clause 13.

5.2. No Guarantee of Work: Registration on the RMM Network does not guarantee that RMM will secure work or assignments for the Independent Contractor, nor does it oblige RMM to refer any minimum volume of assignments.

5.3. Credit Risk: RMM does not perform credit-worthiness checks on Clients and does not guarantee or warrant that a Client will pay for services rendered. RMM’s financial obligations to the Independent Contractor remain strictly governed by the collection mandate in clause 6.

5.4. Commercial Service and Client Fee: RMM provides a commercial recruitment and engagement facilitation service, including sourcing, screening, interviewing and vetting prospective Independent Contractors, introducing suitable candidates to the Client, and facilitating the agreed engagement documentation. The combined fee payable by the Client includes consideration for these services and RMM’s ongoing invoicing, payment collection and engagement administration. No recruitment, placement or conversion fee is payable by the Independent Contractor for obtaining employment.

5.5. Final Engagement Documentation: Before commencement, the final SOW and schedule shall record the Client’s approval and the Independent Contractor’s acceptance of the agreed services, deliverables, Contractor Fees, working arrangements and RMM’s administrative role. RMM facilitates that documentation on the Client’s behalf; the Independent Contractor provides the services directly to the Client.

6. INVOICING MANDATE & PAYMENT TERMS

6.1. Appointment of Agent: The Independent Contractor hereby appoints RMM as its authorised commercial billing and collection agent (mandatary) to:

6.1.1. include the verified Contractor Fees and pre-approved disbursements in RMM’s combined commercial invoice to the Client, and collect those amounts on the Independent Contractor’s behalf. The Client is quoted and invoiced a combined Fee; this does not require separate disclosure of RMM’s fee and the Contractor Fees to the Client; and

6.1.2. take commercially reasonable administrative steps to obtain payment from the Client for a period of up to 90 (ninety) calendar days following the invoice date.

6.2. Pay-When-Paid Terms:

6.2.1. The Independent Contractor provides services directly to the Client and retains the claim against the Client for the agreed Contractor Fees and approved disbursements. RMM acts as billing and collection agent and does not guarantee the Client’s payment. RMM’s obligation to transfer those amounts is conditional upon receipt of the corresponding cleared funds from the Client (“pay-when-paid”), subject to any mandatory statutory payment obligation.

6.2.2. The agreed Contractor Fees and approved disbursements collected by RMM, less any deductions required by Law, shall be paid to the Independent Contractor on the last day of the calendar month in which RMM receives cleared funds; or, if cleared funds are received between the 1st and 7th day of a month, on the 15th day of that month. The combined Client Fee does not become payable in full to the Independent Contractor: RMM’s fee remains payable to RMM. RMM shall provide an account of the Contractor Fees collected, lawful deductions and amounts transferred.

6.3. Cessation of Mandate: If the Client fails to settle an invoice within 90 (ninety) calendar days following the invoice date, RMM’s mandate to collect the unpaid Contractor Fees and approved disbursements under that invoice shall terminate unless otherwise agreed in writing. RMM shall provide the Independent Contractor with the relevant invoice, account statement and reasonable supporting records. The Independent Contractor retains the underlying claim and may pursue recovery directly from the Client at their own expense; no cession of that claim by RMM is required. RMM retains its separate claim for its own fee, and neither party may recover amounts belonging to the other or recover the same debt twice.

7. INDEPENDENT CONTRACTOR OBLIGATIONS & WARRANTIES

7.1. The Independent Contractor warrants and undertakes that they shall:

7.1.1. carry out all services, tasks, and deliverables for Clients with the highest standard of skill, honesty, integrity, professional competence, and care;

7.1.2. refrain from any act or omission that could bring the name, reputation, or brand of RMM or the Client into disrepute;

7.1.3. provide and maintain their own modern computer hardware, operating software, anti-virus/cybersecurity protection, and connectivity tools necessary to execute the deliverables (clauses 10 and 12), unless otherwise agreed in writing for the engagement;

7.1.4. maintain an adequate electrical power contingency plan (including backup battery, UPS, inverter, or alternative power source) to ensure that service delivery is not interrupted by power outages or load shedding;

7.1.5. remain fully compliant with all applicable industry codes, standards, and professional licensing requirements relevant to their trade or profession;

7.1.6. be solely responsible for managing their own business, operational risks, and personal tax affairs, subject to clause 11;

7.1.7. maintain accurate, contemporaneous records of all milestones achieved, deliverables completed, and—where fees are based on an agreed hourly or daily rate under an SOW—records of time spent, as well as any pre-approved project disbursements;

7.1.8. submit a valid commercial invoice to RMM (in a format approved by RMM), supported by the RMM online time sheet (for hourly billing) or written Client milestone sign-off (for milestone-based deliverables), by no later than the 20th day of each calendar month;

7.1.9. notify RMM immediately in writing should they become unable to perform the required deliverables under an SOW, or upon the premature termination or cancellation of an engagement with a Client;

7.1.10. accept the Contractor Fees and engagement arrangements recorded in the final SOW and schedule before commencing services, and acknowledge that Fee negotiations with the Client are facilitated exclusively via RMM;

7.1.11. not discuss, disclose, or negotiate RMM’s confidential agency markups, commissions, or platform margins with the Client;

7.1.12. not use any trademark, trade name, logo, or proprietary device of RMM without prior written approval; and

7.1.13. not communicate with any print, broadcast, or online media in connection with RMM, under the RMM brand, or regarding any assignment completed through RMM, without the prior written consent of RMM.

7.2. Open Market / Other Engagements: The Independent Contractor is expressly permitted to provide services to, trade with, or accept instructions from any other commercial enterprise or client during this Agreement; provided that the Independent Contractor shall not:

7.2.1. use, disclose, or exploit any Confidential Information, trade secrets, or intellectual property belonging to RMM or an introduced Client for the benefit of any third party or competitor; or

7.2.2. provide services that directly compete with the Client’s business during an active engagement, consistently with clause 1.1.5 of the Client Terms. Any proposed competing engagement or conflict of interest shall be disclosed to RMM before acceptance so that the Client’s written agreement may be obtained;

7.3. Location and Autonomy: The Independent Contractor shall perform the services at locations agreed with the Client and recorded in the final SOW and schedule, including the Client’s premises where reasonably required by the nature of the services, while retaining autonomy over their methods, processes and manner of work. Availability and deadlines shall be mutually agreed. Client oversight of deliverables, quality, access and security does not confer a right to supervise or control the manner of performance.

7.4. Initial Suitability Concerns: Where the Client raises reasonable suitability concerns during the first 4 (four) weeks, the Independent Contractor shall cooperate reasonably with RMM in addressing those concerns and, where appropriate, arranging an orderly handover to a replacement. RMM’s replacement obligation to the Client applies once per engagement and does not guarantee the Independent Contractor further assignments. Accrued payment rights and clause 15 remain unaffected.

8. SUBCONTRACTING AND SUBSTITUTION

8.1. The Independent Contractor is not required to perform services exclusively in person and is legally entitled, at their own discretion and cost, to appoint a qualified subcontractor, assistant, or substitute (“Substitute”) to execute or assist in executing deliverables under a Statement of Work.

8.2. To protect the Client’s legitimate security, quality, and data privacy interests, the appointment of any Substitute is subject to the prior written consent of RMM and the Client (which consent shall not be unreasonably withheld or delayed), provided that:

8.2.1. the Substitute possesses the professional qualifications, skills, and experience necessary to complete the deliverables;

8.2.2. the Substitute executes a written confidentiality, non-disclosure, and POPIA data protection agreement on terms no less stringent than those set out in this Agreement; and

8.2.3. the Substitute satisfies standard identity, criminal, and security vetting requirements reasonably requested by RMM or the Client.

8.3. The Independent Contractor remains solely liable and responsible to RMM and the Client for the quality, timeliness, and completion of all deliverables performed by a Substitute, and for all acts or omissions of such Substitute.

8.4. No contractual, employment, or financial relationship shall exist between RMM (or the Client) and any Substitute unless agreed upon by the Parties. The Independent Contractor is

solely responsible for paying the Substitute’s fees, remuneration, and statutory tax obligations.

9. NON-CIRCUMVENTION & PROVEN LOSS

9.1. Non-Circumvention: During an active engagement and for 12 (twelve) months following completion or termination of the last engagement with an introduced Client, the Independent Contractor shall notify RMM promptly in writing of any proposed direct or indirect engagement with that Client or its Affiliates.

9.1.1. The Independent Contractor shall not knowingly participate in a genuine independent commercial arrangement designed to evade fees lawfully payable by the Client to RMM.

9.1.2. Nothing in this clause prohibits accepting employment or requires the Independent Contractor to pay a recruitment, placement or conversion fee for obtaining employment. The Client’s obligations under its agreement with RMM remain unaffected.

9.2. Extension of Scope: Where an introduced Client requests additional work, project scope extensions, or introduces a prospective new client to the Independent Contractor, the Independent Contractor shall notify RMM promptly so that the expanded commercial relationship can be formally documented through RMM.

9.3. Proven Loss: Where deliberate commercial circumvention in breach of clause 9.1.1 causes RMM loss, RMM may claim its demonstrable loss, subject to applicable Law and its duty to mitigate. No fixed minimum penalty or automatic claim for fees over an assumed full engagement shall apply.

9.3.1. No amount may be recovered from the Independent Contractor in contravention of restrictions on charging work seekers or employees for employment services.

9.3.2. RMM shall not recover the same loss twice from the Client and the Independent Contractor. Any recovery from one shall reduce the corresponding claim against the other. RMM’s right to seek lawful interdictory relief is preserved.

9.4. Prior Relationship Exclusion: Clauses 9.1 and 9.3 shall not apply where the Client was originally introduced to RMM by the Independent Contractor, provided the Independent Contractor notifies RMM in writing of their pre-existing commercial relationship before commencing any work.

10. CLIENT DIGITAL SYSTEMS, DATA SECURITY, AND MONITORING

10.1. The Independent Contractor confirms that they supply their own physical tools of the trade, computers, hardware, and mobile devices in accordance with clause 7.1.3 and clause 12.3. Where a Client grants the Independent Contractor access to internal Client Digital Systems, such access is granted purely as an operational channel to access project information and deliver results under an applicable SOW.

10.2. The Independent Contractor shall comply with all reasonable data security, IT governance, and acceptable-use policies of the Client when accessing Client Digital Systems. The Independent Contractor acknowledges that they have no expectation of privacy regarding any communications, files, or information processed or stored within Client Digital Systems.

10.3. Interception Consent (RICA & POPIA): For the purposes of the Regulation of Interception of Communications and Provision of Communication-Related Information Act 70 of 2002 (RICA) and POPIA, the Independent Contractor expressly consents to the Client (and its authorised IT security personnel) intercepting, monitoring, logging, and inspecting any access to, or communications conducted across, Client Digital Systems to ensure network security, prevent data loss, and verify compliance with data protection laws.

11. TAXATION, PERSONAL SERVICE PROVIDERS (PSP), AND STATUTORY

DEDUCTIONS

11.1. Independent Tax Status: The Independent Contractor shall provide accurate information concerning their trade, profession or enterprise and remain responsible for declaring revenue and paying their own applicable taxes, subject to legally required deductions under clause 11.2.

11.2. Statutory Deductions: The party legally responsible under the Fourth Schedule to the Income Tax Act 58 of 1962 or other applicable Law shall determine, deduct, report and remit any required PAYE or other statutory amounts. RMM may assist under an agreed agency mandate. UIF and SDL shall apply only where legally required, subject to applicable exclusions, thresholds and limits. An assessment or PAYE deduction does not, of itself, establish employment under labour law.

11.3. Status Information: The Independent Contractor shall promptly disclose economic dependence, exclusivity and material changes in working arrangements relevant to classification. Where services are rendered through a company, close corporation or trust, the Independent Contractor shall provide information relevant to Personal Service Provider status, including connected-person relationships, whether more than 80% of income from services is or is likely to be derived from one client as determined under the Fourth Schedule, and whether the qualifying three-employee exception applies. That income concentration test is not a universal test for individual contractors. RMM may request reasonable supporting records or declarations; a tax compliance certificate does not establish independent contractor status.

11.4. Tax Indemnity: The Independent Contractor shall indemnify RMM and the Client against additional tax, statutory contributions, interest, penalties and reasonable associated costs arising directly from the Independent Contractor’s breach of this clause or materially inaccurate or incomplete information, only to the extent lawfully recoverable and attributable to that conduct. The indemnity shall not extend to amounts attributable to the indemnified party’s negligence, breach or wilful misconduct and shall not displace statutory liability.

11.5. Statutory Withholdings: RMM may make deductions required by Law when administering payments under the agreed agency mandate and shall provide reasonable details of deductions made. A dispute shall not delay any legally required deduction or remittance. Amounts not required to be withheld shall be paid in accordance with clause 6. Any excess deduction shall be corrected as soon as reasonably practicable, through the applicable statutory process where necessary.

11.6. Independent Contractor Classification and Tax Compliance

11.6.1. Before commencement of any engagement, the Independent Contractor shall complete RMM’s prescribed tax and independent contractor classification assessment and provide accurate information reasonably required to determine the applicable statutory treatment.

11.6.2. The Client shall provide accurate information concerning the proposed working arrangements, including the nature of the services, degree of supervision, working hours, location and other factors relevant to classification.

11.6.3. The Parties acknowledge that classification and statutory withholding obligations are determined in accordance with applicable South African law and not solely by the designation of the engagement as independent contracting.

11.6.4. Where the assessment indicates that PAYE or other statutory deductions are required, the party legally responsible shall ensure compliance, and RMM may assist with administration in accordance with an agreed agency mandate.

11.6.5. The Client and Independent Contractor shall notify RMM promptly of material changes affecting the assessment. RMM reserves the right to require reassessment and to suspend its services or require a compliant alternative arrangement where material classification concerns arise.

12. CONFIDENTIALITY & PROPRIETARY RIGHTS

12.1. The Independent Contractor acknowledges that during their association with RMM and introduced Clients, they will have access to Confidential Information.

12.2. The Independent Contractor undertakes, during this Agreement and indefinitely after its termination:

12.2.1. to keep all Confidential Information strictly secret and confidential;

12.2.2. not to disclose or publish any Confidential Information to any third party without prior written consent;

12.2.3. to use Confidential Information solely to complete the authorised deliverables under an active SOW; and

12.2.4. upon demand or upon termination of an SOW, to immediately return or permanently delete/destroy all physical and electronic copies of Confidential Information in their possession.

12.2.5. Intellectual Property: The Independent Contractor shall execute, before commencement, a written assignment in the final SOW and schedule or a separate instrument assigning to the Client the intellectual property created specifically for that engagement, effective upon RMM’s receipt of all fees and disbursements owing in full. The instrument shall be signed by or on behalf of the rights holder and satisfy applicable statutory formalities, including an advanced electronic signature where required by Law for electronic execution. Website tick-box acceptance alone shall not be relied upon to satisfy a statutory signature requirement. Pre-existing materials shall remain with their owner; the Independent Contractor shall identify those materials and secure an appropriate licence for the Client’s use of the paid deliverables, and obtain necessary rights from approved Substitutes.

12.3. Personal Devices: Unless otherwise agreed in writing for the engagement, the Independent Contractor shall utilise their own personal or business devices to execute Client deliverables and be responsible for their maintenance and security costs. Agreed Client equipment, access or other resources shall be recorded in the final SOW and schedule. Neither RMM nor the Client accepts liability for hardware breakdown, loss or data corruption on the Independent Contractor’s devices, except to the extent liability cannot lawfully be excluded.

13. DATA PROTECTION (POPIA)

13.1. The Parties undertake to comply with all relevant obligations under the Protection of Personal Information Act 4 of 2013 (POPIA) when processing Personal Information under this Agreement.

13.2. The Independent Contractor consents to RMM collecting and processing their Personal Information (including CVs, contact details, identity numbers, tax numbers, qualifications, work history, and references) to:

13.2.1. assess suitability for prospective client projects;

13.2.2. verify credentials, qualifications, and references;

13.2.3. facilitate introductions and conclude commercial contracts with Clients; and

13.2.4. process invoicing, statutory compliance, and payments.

13.3. RMM may disclose the Independent Contractor’s professional profile and vetting documentation to prospective Clients for the legitimate purpose of facilitating project placements.

13.4. The Independent Contractor undertakes to notify RMM immediately in writing of any changes to their Personal Information to ensure records remain accurate and up to date.

14. LIMITATION OF LIABILITY & INDEMNITY

14.1. To the fullest extent permitted by Law, RMM shall not be liable to the Independent Contractor for any direct, indirect, special, incidental, or consequential damages, loss of profits, loss of business, or loss of data arising out of this Agreement, platform downtime, or any acts or omissions of a Client. This limitation does not exclude RMM’s obligation to account for and transfer Contractor Fees collected under clause 6, or liability for fraud, wilful misconduct or any liability that cannot lawfully be excluded. The indemnity below does not extend to loss attributable to RMM’s own negligence, breach or wilful misconduct.

14.2. The Independent Contractor hereby fully indemnifies RMM, its directors, employees, and agents, and holds them harmless against any loss, liability, damage, claim, penalty, or expense (including legal costs on an attorney-and-own-client scale) incurred or suffered by RMM arising directly or indirectly from:

14.2.1. any breach by the Independent Contractor of this Agreement, an SOW, or any applicable Law;

14.2.2. any negligent act, omission, or wilful misconduct by the Independent Contractor or their approved Substitute; or

14.2.3. any third-party claim brought against RMM arising from deliverables or work performed by the Independent Contractor for a Client.

15. BREACH & TERMINATION OF AN ASSIGNMENT

15.1. Breach Notice: If either Party commits a material breach of this Agreement and fails to remedy that breach within 14 (fourteen) calendar days of receiving written notice specifying the breach, the aggrieved Party may cancel this Agreement or claim specific performance, without prejudice to its right to claim damages.

15.2. Assignment Termination: Unless the final SOW and schedule specifies a different notice period:

15.2.1. The Client or Independent Contractor may terminate the services on no less than 24 (twenty-four) hours’ written notice to RMM and the other party, unless otherwise agreed in writing in the final SOW and schedule. Termination during the first 4 (four) weeks shall remain subject to the Client’s financial obligations under clause 2.3 of the Client Terms, including the material breach exception and the replacement provisions in clause 2.4. No obligation to continue performing services is imposed by that minimum financial commitment. A courtesy notice of 10 (ten) Business Days in writing to RMM and the other party is encouraged.

15.2.2. The Client’s minimum payment commitment does not create an automatic entitlement for the Independent Contractor to fees for unperformed work; any such entitlement shall be recorded in the final SOW and schedule, subject to mandatory statutory rights.

16. DISPUTE RESOLUTION & ARBITRATION

16.1. Good-Faith Negotiation: If any dispute arises out of or in connection with this Agreement, the Parties shall first endeavour to resolve it amicably by direct negotiation between the Independent Contractor and a designated senior representative of RMM.

16.2. Arbitration (AFSA): Should negotiations fail to resolve the dispute within 10 (ten) Business Days, the dispute shall be submitted to and finalised by confidential, binding arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) under its commercial arbitration rules.

16.3. The arbitration proceedings shall be held in Cape Town (or virtually via secure video-conferencing technology upon agreement) in an expedited and informal manner.

16.4. The decision of the arbitrator shall be final, binding, and capable of being made an order of any competent court having jurisdiction.

16.5. Urgent Relief: Nothing in this clause shall preclude either Party from approaching any competent division of the High Court of South Africa for urgent interim or interdictory relief.

16.6. Statutory Forums: This commercial arbitration clause does not exclude any mandatory statutory jurisdiction or prevent a referral to the CCMA, a bargaining council, Labour Court, SARS or another competent statutory body where applicable. Negotiation and arbitration requirements shall not delay a mandatory statutory referral or override a statutory time limit.

17. GENERAL PROVISIONS

17.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior verbal or written understandings. No variation, amendment, or consensual cancellation shall be valid unless reduced to writing and signed by both Parties.

17.2. Assignment & Subcontracting: Except for the appointment of an approved Substitute in terms of clause 8, the Independent Contractor may not cede, delegate, assign, or transfer any of their rights or obligations under this Agreement without the prior written consent of RMM.

17.3. Severability: If any provision of this Agreement is held to be invalid, unlawful, or unenforceable, that provision shall be severed from the remainder of the Agreement, which shall continue in full force and effect.

17.4. Indulgence: No relaxation, leniency, or indulgence granted by either Party shall operate as a waiver of any rights or create an estoppel.

17.5. Governing Law: This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa, and the Parties submit to the jurisdiction of the South African courts.

17.6. Electronic Acceptance: The Independent Contractor accepts these Terms by actively ticking “I agree” during online registration after being given access to the Terms. RMM shall retain evidence of the accepting party’s identity, date and time and the version accepted. Electronic acceptance is subject to the Electronic Communications and Transactions Act 25 of 2002 and does not replace any statutory signature formalities applicable to the intellectual property assignment under clause 12.2.5.