Terms of service

Last revision: 10 May 2025

Introduction

La Bonne Vie Consulting (Pty) Ltd (hereinafter “LBVC”), CIPC registration number 2006/004816/07, is a South African registered consulting and advisory company. LBVC provides professional services globally, including management consulting, business advisory, psychometric assessment, and business analytics, to corporate, government, and educational clients. These Terms of Service (“Terms”) govern the use of and access to all LBVC services, deliverables, and its website by any client or user (hereinafter the “Client” or “you”). By engaging LBVC for any services or by otherwise using LBVC’s services or website, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation, and that the organisation will be bound by these Terms.

Acceptance of terms

By requesting, accepting, or making use of any LBVC services, the Client consents to and accepts these Terms in full, without modification. If you do not agree with these Terms, you must not use LBVC’s services. Data Policy Consent: LBVC maintains a separate Data Policy outlining our data handling practices in compliance with applicable laws (including South Africa’s Protection of Personal Information Act, 2013 (“POPIA”) and the EU General Data Protection Regulation (“GDPR”)). The Data Policy is incorporated into these Terms by reference. Clients must review and agree to the Data Policy before providing any personal data or using LBVC’s services. Engaging our services signifies acceptance of the Data Policy as well. These Terms together with any written service agreements or proposals and the Data Policy constitute a legally binding agreement between LBVC and the Client. In the event of a conflict, a separately negotiated and signed contract with the Client will prevail over these general Terms, but any provisions not expressly overridden will remain in effect.

Description of services

LBVC offers a range of professional services, including but not limited to: management consulting (e.g. strategy, operations, human capital consulting), advisory services (business and organisational advisory), psychometric assessments (administration and feedback of psychological or competency tests for recruitment or development), and business analytics (data analysis and reporting services). Our services are delivered to Clients globally, across corporate, governmental, and educational sectors. The specific scope, nature, and deliverables of the services for an engagement will be described in LBVC’s proposals, engagement agreement, statements of work, or other contract documents, as well as in any descriptions on our website or communications (e.g. service brochures or email confirmations). While LBVC will perform services with due professional care and in accordance with the agreed scope, the Client acknowledges that all services and deliverables are provided subject to the disclaimers and limitations in these Terms. No Account Required: LBVC’s services are typically rendered without requiring the Client to create an online account. Instead, engagements are managed through direct communication and contracts with the Client. Nevertheless, all use of our website and any online portals or tools we provide in the course of delivering services must be in compliance with these Terms.

Payment terms

Unless otherwise agreed in a separate written service agreement, the following payment terms apply:

Invoicing and payment due: LBVC will invoice the Client for services rendered, usually upon or after completion of the services or milestones (post-service billing). Each invoice will itemise the services provided and the fees due. The Client agrees to pay each invoice in full via electronic payment (such as electronic funds transfer or other electronic banking method) by no later than fifteen (15) days from the invoice date, unless a different payment period is stated in the invoice or contract. LBVC does not accept cash or cheque payments; all payments must be made through electronic means only.
Upfront and subscription payments: For large engagements, long-term projects, or subscription-based services, LBVC reserves the right to require an upfront deposit or pre-payment. In such cases, the requirement and amount (for example, an advance payment of a percentage of the project fee, or payment for the first subscription period in advance) will be communicated to the Client before services commence and will be detailed in the service agreement or invoice. LBVC may also offer subscription services (e.g. ongoing advisory access or software tools) that are billed in advance on a periodic basis (monthly, quarterly, or annually as agreed).
Pricing and taxes: Fees for services will be as quoted by LBVC (in a proposal or order form) or as listed on our website for standard offerings. All fees are exclusive of any applicable taxes (including VAT or similar sales taxes) unless explicitly stated. The Client is responsible for any taxes or duties levied in connection with the services (other than taxes on LBVC’s income). If LBVC is required to collect indirect taxes (e.g. VAT) from the Client by law, such taxes will be added to the invoice.
Late payment: If the Client fails to pay any invoice by the due date, LBVC reserves the right to suspend performance of services or access to deliverables with prior notice to the Client. Additionally, overdue payments may accrue interest at the maximum rate permitted by applicable law (or, if not specified by law, at an interest rate of 2% per month, compounded monthly) from the due date until paid. The Client will be liable for any reasonable costs (including legal fees on an attorney-client scale and collection agency fees) incurred by LBVC in pursuing overdue amounts.
No set-off: The Client shall not offset or deduct any amounts from the fees owed to LBVC, except with prior written agreement or as required by law. If the Client disputes any portion of an invoice, the Client must notify LBVC in writing with details of the dispute before the payment due date; the undisputed portion shall still be paid on time. The parties will seek to resolve any billing disputes promptly and in good faith.
Refunds: Payments for services (including any advance payments or retainers) are generally non-refundable once the service has been delivered or commenced, except as expressly provided in a specific service agreement or as required by law. If LBVC, at its sole discretion, terminates an engagement early without cause (outside of Client breach), LBVC will refund any fees paid for services not yet rendered on a pro-rata basis.

Client obligations

The Client agrees to the following obligations and responsibilities in connection with LBVC’s services:

Provision of information and cooperation: The Client shall timely provide all information, data, documents, access, and cooperation that LBVC reasonably requires to perform the services. This includes, where applicable, access to relevant personnel, systems, or premises, and truthful, accurate, and complete responses to any questionnaires or assessments. The Client confirms that it has the right to provide LBVC with any data or materials that it furnishes for use in the engagement (including any personal data of the Client’s employees or stakeholders), and that such provision will not violate any third-party rights or laws.
Compliance and consents for personal data: The Client will ensure that any personal information or sensitive data (for example, employee information or psychometric test responses) it provides or asks LBVC to collect is done so in compliance with applicable privacy laws. If the Client is an organisation, it is responsible for notifying and obtaining any necessary consents from individuals (such as its employees or students) before disclosing their personal data to LBVC or having them participate in LBVC’s assessments or surveys. The Client must also ensure that such individuals are made aware of LBVC’s Data Policy and, where required by law, agree to it.
Use of services and deliverables: The Client shall use LBVC’s services and any deliverables or reports provided only for legitimate business or educational purposes and in accordance with all applicable laws and regulations. The Client must not misuse the services or deliverables. “Misuse” includes, but is not limited to: (a) using the services to engage in any unlawful, fraudulent, or harmful activity; (b) violating any instructions or guidelines provided by LBVC; or (c) using any deliverable (such as an LBVC report or assessment result) for a purpose other than the Client’s internal purposes for which it was provided, or sharing such deliverables with unauthorised third parties without LBVC’s consent.
Confidentiality and data security on client’s side: While LBVC will implement security measures to protect data (as outlined in the Data Policy and Confidentiality section below), the Client also has a responsibility to safeguard any confidential reports, data, or access credentials that LBVC provides. If the Client is given access to any online platform or tools as part of the service (for example, a portal to view analytics results), the Client must maintain the confidentiality and security of any login credentials and only permit authorised individuals to use them. The Client should notify LBVC immediately of any suspected unauthorised access or security breach involving LBVC’s information or deliverables.
Payment and other contractual obligations: The Client must pay for the services in accordance with the agreed Payment Terms. The Client shall also fulfil any other obligations specified in the specific service agreement or statement of work (e.g., providing workspace for consultants, designating a project coordinator, etc.). Failure to fulfil these obligations may constitute a material breach of the agreement.
No interference with LBVC personnel: The Client shall treat LBVC’s employees and subcontractors professionally and shall not harass or discriminate against them. Furthermore, the Client agrees not to solicit for hire any LBVC personnel involved directly in delivering services to the Client, during the engagement and for a period of twelve (12) months after the conclusion of the engagement, without LBVC’s prior written consent. This obligation does not restrict the Client from hiring any individual who responds to a general public job advertisement or inquiry not specifically directed at that individual.

By fulfilling the above obligations, the Client enables LBVC to effectively deliver high-quality services. The Client acknowledges that failure to meet these obligations may result in delays, additional fees, or suspension/termination of services by LBVC as described elsewhere in these Terms.

Confidentiality

Each party shall keep confidential all Confidential Information of the other party. “Confidential Information” means any non-public information, whether written, electronic, or oral, disclosed by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the services, that is identified as confidential or which by its nature or context a reasonable person would understand to be confidential. Confidential Information of the Client includes, for example, business strategies, financial information, employee or student data, and any proprietary materials the Client provides to LBVC. Confidential Information of LBVC includes, for example, its consulting methods, training materials, assessment instruments, pricing, proposals, and any reports or deliverables before they are publicly released by the Client.

LBVC’s obligations: LBVC shall use the Client’s Confidential Information only for purposes of delivering the agreed services or as otherwise expressly authorised by the Client. LBVC will not disclose the Client’s Confidential Information to any third party except to LBVC’s personnel, subcontractors, or service providers who need to know the information to perform LBVC’s obligations and who are bound by confidentiality obligations at least as strict as those in these Terms. LBVC will protect the confidentiality of the Client’s information using the same degree of care it uses to protect its own sensitive information of a similar nature, and at minimum no less than a reasonable standard of care. In particular, LBVC understands that the Client’s data may include personal and psychometric data which are sensitive, and LBVC will treat such data in accordance with privacy laws and the Data Policy.

Client’s obligations: The Client shall keep confidential and not disclose to any third party any of LBVC’s Confidential Information. The Client may use LBVC’s Confidential Information (including deliverables, reports, or advice) only for the purposes for which it was provided by LBVC and within the Client’s own organisation, unless otherwise agreed in writing by LBVC. The Client will not share LBVC deliverables or reports externally (beyond the Client’s organisation) unless (a) LBVC has given written permission, (b) such sharing is required by law or regulatory authorities (in which case the Client should notify LBVC in advance if lawful to do so), or (c) the deliverable itself explicitly states it may be distributed to certain third parties (for example, a report intended for stakeholders). The Client also agrees not to disclose any proposals, pricing information, or methodologies received from LBVC to any competitor of LBVC or other third party.

Subcontractors and third parties: LBVC may involve authorised subcontractors or partner firms in performing portions of the services (for example, specialist consultants or assessment providers). LBVC will ensure that all such subcontractors are under binding non-disclosure agreements or equivalent confidentiality obligations. Similarly, LBVC’s use of third-party platforms and tools (as detailed in the next section) will be under terms that obligate those providers to maintain the confidentiality of Client data.

Exceptions: The confidentiality obligations in this section do not apply to information that: (a) is or becomes publicly available without breach of these Terms by the Receiving Party; (b) was already known to or rightfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records; (c) is obtained by the Receiving Party from a third party who is not under an obligation of confidentiality to the Disclosing Party and who has a lawful right to disclose it; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Legal disclosure: If the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party’s Confidential Information, it shall (to the extent legally permitted) promptly notify the Disclosing Party in writing so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party will disclose only the minimum amount of information legally required and will cooperate with any efforts of the Disclosing Party to obtain confidential treatment for such information.

Confidential Information shall remain confidential even after the termination of the services or relationship between LBVC and the Client. Each party’s duty to protect Confidential Information survives the termination or expiration of these Terms and continues for a period of at least five (5) years thereafter, or for as long as the information remains confidential (whichever is longer, particularly for trade secrets or personal data which shall be kept confidential indefinitely until it falls under an exception above). Upon the Disclosing Party’s request or upon termination of the engagement, the Receiving Party will return or destroy (at the Disclosing Party’s choice) all Confidential Information of the Disclosing Party that is in its possession, except that one copy may be retained for legal archival purposes or as automatically stored in IT backup systems (in which case the confidentiality obligations hereunder continue to apply to such retained information).

Intellectual property rights

Unless otherwise agreed in writing (for example, in a specific contract clause for a particular project), the ownership of intellectual property and usage rights shall be as follows:

LBVC pre-existing IP and tools: LBVC retains all rights, title, and interest in and to all methodologies, processes, frameworks, algorithms, templates, questionnaires, software, and other intellectual property that have been developed or obtained by LBVC prior to or outside of the scope of the services provided to the Client. This includes (without limitation) LBVC’s proprietary psychometric assessment techniques (if any), training materials, research, and know-how. The Client shall not acquire any proprietary rights in such LBVC materials by virtue of using LBVC’s services or receiving deliverables.
Deliverables and work product: The specific work products, reports, or other materials delivered to the Client as a result of the consulting or advisory services may incorporate LBVC’s pre-existing intellectual property as well as data or content provided by the Client and insights or custom content developed during the project. Upon full payment of all fees due for the engagement, the Client is granted a non-exclusive, non-transferable, royalty-free license to use the deliverables and work product internally within the Client’s organisation for the purposes intended by the engagement. This means the Client may reproduce and use the deliverables for its own business or educational purposes (for example, implement recommendations, review results, or share internally with staff and stakeholders) but may not publish, distribute, sublicense, or sell the deliverables (or any portion of them) to any third party without LBVC’s prior written consent. If the Client desires to use any deliverable externally (e.g., include portions in a public report or share with a regulator), the Client should obtain permission from LBVC, which shall not be unreasonably withheld for legitimate needs.
Client materials and data: All data, content, trademarks, logos, and materials supplied by the Client to LBVC remain the property of the Client or its licensors. The Client grants LBVC a limited, non-exclusive license to use, reproduce, and modify such Client-provided materials solely as needed to perform the services for the Client. For example, if the Client provides a list of employees to survey, LBVC will use that list only for conducting the survey and analysis for the Client. The Client represents that any materials it provides to LBVC do not infringe the intellectual property or privacy rights of any third party, and the Client shall indemnify LBVC against any third-party claims asserting such infringement (as further detailed in the Indemnification section).
Third-party intellectual property: In some cases, LBVC may utilise third-party intellectual property, software, or content in the course of providing services (for example, standardised psychometric tests, analytics software, or data from third-party sources). Any such third-party materials remain the property of their respective owners. LBVC will ensure it has the necessary licenses to use those materials in delivering services to the Client. The Client agrees to abide by any additional license terms that may apply to third-party content if those terms are made known to the Client. For instance, if LBVC administers a psychometric assessment from a third-party publisher through an online platform, the Client (and its test-taker employees) may need to agree to that publisher’s terms of use. LBVC will inform the Client of any such requirements in advance. The Client shall not remove or alter any proprietary notices (copyright, trademark, etc.) included in any materials or software provided as part of the deliverables.
LBVC trademarks and name: “La Bonne Vie Consulting”, “LBVC”, and all associated logos and slogans are trademarks or trade names of LBVC. Except as necessary to refer to LBVC in discussions or internal documents relating to the services, the Client shall not use LBVC’s name, logo, or trademarks in any manner (such as in press releases or marketing material) without LBVC’s prior written consent. However, LBVC grants the Client permission to truthfully state that it has engaged LBVC for services, in business communications or reference checks. LBVC likewise may seek the Client’s permission to use the Client’s name or logo in LBVC’s marketing materials (e.g., listing the Client as a client of LBVC or using a testimonial), but will do so only with written consent from the Client.
Intellectual property in feedback: If the Client or its personnel provide any feedback, suggestions, or proposed improvements to LBVC regarding LBVC’s services or products, LBVC shall have the right to use and implement such feedback without restriction or obligation (the Client hereby grants LBVC a perpetual, royalty-free license to use any such feedback), provided that doing so does not disclose the Client’s Confidential Information. This helps LBVC improve its offerings over time.

The provisions of this section shall survive the termination of the services. In case of any ambiguity in ownership or license rights, the parties agree to negotiate in good faith to clarify rights in a manner consistent with the spirit of these Terms and the specific circumstances of the engagement.

Third-party tools and services

In delivering services to the Client, LBVC may utilise third-party service providers, subcontractors, software, or platforms. LBVC uses these third-party tools to enhance efficiency and quality, but remains committed to ensuring that Client data and confidentiality are protected. The Client acknowledges and agrees to LBVC’s use of subcontractors and third-party services as described below:

Approved subcontractors and partners: LBVC may engage qualified subcontractors or partner consulting firms to perform portions of the services, especially in areas requiring specialised expertise or local presence. For example, LBVC might partner with an assessment centre or an industry specialist for a particular project. LBVC will remain the primary contractor and will supervise any subcontractor’s work. LBVC ensures that any subcontractor is bound by confidentiality obligations and, where personal data is involved, by data protection obligations consistent with those of LBVC.
Third-party platforms and software: LBVC relies on reputable third-party software and platforms to support its operations and services. For example:
- Psychometric assessment providers: LBVC uses tools and content from providers such as JvR Africa and Cognadev to administer certain psychological or cognitive assessments. These providers may host online testing platforms or scoring algorithms that LBVC uses on the Client’s behalf.
- Productivity and cloud services: LBVC uses Microsoft 365 and Google Workspace for business operations, including email communications, document creation, data analysis, and cloud storage. Client reports or data may be stored securely on these platforms (OneDrive, SharePoint, Google Drive, etc.) under LBVC’s accounts.
- Survey and data collection: LBVC may use Typeform (an online survey/forms tool) to collect responses from clients or their employees in assessments or feedback surveys.
- Website and analytics: LBVC’s website (www.lbvc.co.za) is hosted on Wix (or a similar web hosting service). Website forms or scheduling tools might be powered by third-party integrations.
- Business process automation: LBVC uses business process automation tools and platforms to optimise business processes. These automations may involve the confidential communication and sharing of Client information. Client information used in all business process automations are protected by password and other identity authentication methods. Business process automation platforms may include Zapier, ClickUp, and Google Sheets extensions like Autocrat and Mergo.
- Other tools: Depending on the project, LBVC might use other third-party services (e.g., data visualization software, video conferencing tools like Microsoft Teams or Zoom, etc.).
Compliance and confidentiality: LBVC carefully selects third-party service providers that have strong reputations for security and compliance. LBVC has agreements in place or accepts the providers’ standard terms which require those providers to protect any Client data and to use it only for providing services to LBVC (and by extension, to LBVC’s clients). For instance, cloud providers like Microsoft and Google contractually commit to maintaining confidentiality and robust security of stored data. LBVC will not knowingly use any third-party service that does not meet strict confidentiality and data protection standards. Additionally, LBVC will enforce Non-Disclosure Agreements (NDAs) with any external experts or consultants brought in to work on Client projects, ensuring they are legally bound to confidentiality equivalent to LBVC’s own obligations.
Liability for third-party services: While LBVC will exercise due care in selecting and overseeing third-party tools and subcontractors, LBVC does not control these independent services and thus does not warrant their performance or availability. Therefore, the Client agrees that, to the extent a failure or issue in a third-party service (such as a software outage or security breach at a cloud provider) impacts LBVC’s ability to perform, such event may be treated as a force majeure or excusable delay under these Terms (see the Force Majeure section), provided LBVC takes reasonable steps to mitigate the impact. LBVC will promptly inform the Client of any significant third-party service issue that affects the Client’s data or the delivery of services. LBVC shall not be liable for any act, omission, breach, or failure of performance by any third-party service provider unless LBVC has acted with gross negligence in selecting or managing such provider.
Third-party terms: If any third-party service used by LBVC to deliver services to the Client has terms of use or license conditions that legally must be passed through to the end-user (Client), LBVC will either include those in a separate agreement or make the Client aware of them. The Client agrees to comply with any such terms to the extent applicable (for example, not attempting to reverse engineer a third-party assessment tool, or not using a third-party platform beyond the licensed scope LBVC provides). Most interactions the Client has will be directly with LBVC, so ordinarily the Client will not need to accept separate terms from those third parties; however, if the Client is asked to interact directly with a third-party tool (such as completing an online assessment on a platform hosted by a third party), the Client (or its participating employees) may be presented with that third party’s terms or privacy notice. The Client should ensure that its participating personnel comply with those terms.
No third-party beneficiaries: These Terms do not create any contractual relationship between the Client and any third-party provider, nor any rights for those providers under these Terms (except as otherwise stated in the Data Policy with respect to data processing obligations). Any reference to third-party tools or subcontractors in these Terms is not an endorsement or warranty, but rather a disclosure of LBVC’s methods. LBVC remains the party solely responsible to the Client for fulfilling the obligations of the services contract.

LBVC’s use of third-party tools and subcontractors is intended to benefit the Client by leveraging specialised technologies and expertise. LBVC will manage these relationships diligently so that the Client experiences a seamless, secure, and high-quality service.

Data protection and privacy

LBVC is committed to protecting personal data and complies with all applicable data protection laws, including POPIA and GDPR, as detailed in our Data Policy (available on our website). This section provides a summary of our data handling commitments and the Client’s responsibilities regarding data, but the full Data Policy provides more detailed information and shall govern in case of any inconsistency. By accepting these Terms, the Client also accepts and agrees to the Data Policy. Key points include:

Data collection and use: In the course of providing services, LBVC may collect and process data at both an organisational level (e.g., company information, organisational diagnostics) and an individual level (e.g., personal information of client contacts, survey respondents, or assessment participants). This data can include sensitive personal information such as psychometric test results, opinions given in interviews or surveys, or demographic information, especially when LBVC conducts assessments or research on behalf of the Client. LBVC will only collect data that is necessary for the agreed purposes of the project or for legitimate business interests, and always in a lawful and transparent manner. We will obtain consent from data subjects where required (for example, individuals taking part in psychometric evaluations will normally be asked to consent to the use of their data for that purpose). LBVC does not sell personal data to any third parties, and we do not use personal data for any purpose unrelated to our services without explicit permission. Any personal or organisational data used for LBVC’s internal research or thought leadership is anonymised unless we have explicit consent to identify a client or individual.
Adherence to data policy: The Client agrees that any personal data provided to LBVC (whether directly by the Client or by the Client’s employees or other individuals at the Client’s direction) will be processed by LBVC in accordance with LBVC’s Data Policy. The Data Policy, which aligns with POPIA and GDPR principles, explains what data we collect, how we use it, how we secure it, and the rights of individuals regarding their data. LBVC has implemented technical and organisational measures to protect personal data against unauthorised access, loss, or alteration, as described in the Data Policy. We also facilitate individuals’ rights such as the right to access, correct, or delete their data, as required by law. If the Client needs to convey any requests from individuals (data subjects) to exercise their data protection rights in relation to data held by LBVC (for instance, if an employee who took an assessment wants their data deleted), the Client should inform LBVC promptly and LBVC will cooperate to fulfil those requests to the extent applicable and feasible (for example, some data is collected without personal identifiers – in these cases an individual person’s data submission cannot be identified for the purposes of amendment or deletion).
Client’s data responsibilities: If the Client is an organisation (data controller) that is providing personal data of third parties (such as employees, students, or customers) to LBVC for processing, the Client is responsible for ensuring that it has a lawful basis to collect and share that data with LBVC. This may include obtaining the individual’s consent where required, or ensuring that an employment contract or policy permits such data processing. The Client should provide any required notices to those individuals (for example, informing them that their data will be shared with a consultant for assessment purposes) and, if appropriate, direct them to LBVC’s Data Policy for more information. The Client should not provide LBVC with any personal data that is not necessary for the project’s purposes. If the Client is subject to specific data protection requirements (e.g., as a GDPR data controller in the EU, or a public body under POPIA with special conditions), the Client should communicate any such requirements to LBVC so that a data processing addendum or additional safeguards can be put in place if needed.
Confidentiality of personal data: Personal data and psychometric information collected by LBVC is considered Confidential Information and LBVC treats it with the highest confidence (as per the Confidentiality section of these Terms). Only authorised LBVC personnel and contractors who require access for the projects they are assigned will be able to see personal data, and they are all bound by confidentiality and data protection obligations. The results of individual psychometric assessments will typically be shared with the individual and designated client representatives (e.g., HR managers) as per the agreed process, but not with unauthorised parties. LBVC will not disclose personal data to third parties except as needed to provide the services (such as sharing with an assessment scoring service under contract) or as required by law. If LBVC is required by law or court order to release personal information (for example, in response to a subpoena or a request from a regulator like the Information Regulator in South Africa), we will follow the process outlined in Confidentiality (legal disclosure) to limit and protect such disclosure.
Data retention and deletion: LBVC retains personal and project data only for as long as necessary to fulfil the purposes for which it was collected and to comply with legal obligations. Typically, upon completion of a consulting engagement, LBVC will archive the project deliverables and may retain raw data for a certain period (as specified in the Data Policy) in case follow-up work is needed or to use anonymised data for research. Personal data will be disposed of or anonymised once it is no longer needed, in accordance with retention schedules in the Data Policy, unless law requires a longer retention (e.g., retaining invoicing records for tax purposes, or keeping assessment records if required by a professional standard). The Client can request deletion or return of certain data at the end of a project, and LBVC will accommodate such requests to the extent consistent with legal and contractual requirements.
Data breach notification: LBVC has procedures in place to detect and respond to data security incidents. In the unlikely event of a data breach involving the Client’s personal data, LBVC will promptly notify the Client and, where required, the affected individuals and relevant authorities (such as South Africa’s Information Regulator or EU Data Protection Authorities), in accordance with POPIA and GDPR obligations. LBVC will provide information on the nature of the breach, the data affected, the steps taken to mitigate it, and any recommended actions for the Client or data subjects. LBVC will also take appropriate measures to prevent any recurrence.
Cyber security insurance: LBVC maintains professional indemnity and cyber liability insurance appropriate to the nature of its services. While this does not expand LBVC’s liability beyond the limits set in these Terms, it demonstrates LBVC’s commitment to responsible risk management.
Separate data policy document: The Client acknowledges that it has access to LBVC’s full Data Policy via the LBVC website (www.lbvc.co.za/data-policy). That Data Policy provides further details and examples regarding our privacy practices. LBVC may update the Data Policy from time to time to reflect changes in law or our practices (as described in the Data Policy’s update section); we will notify clients of significant changes as described in the Changes to Terms section of these Terms. Continued use of LBVC services after updates to the Data Policy will constitute acceptance of the updated policy, just as with updates to these Terms.

LBVC values the trust placed in it by the Client and individuals who share data. We handle all personal and sensitive data lawfully, fairly, and securely. If the Client has any questions or requires a data processing agreement or specific assurances, the Client should contact LBVC (info@lbvc.co.za), and we will be happy to discuss or provide additional documentation where applicable and feasible. The Data Policy is an integral part of these Terms, and by agreeing to these Terms, the Client confirms its understanding of how LBVC will handle data and its own role in protecting personal information.

Disclaimers (no warranties)

LBVC provides its services on the basis of professional expertise and strives for a high standard of quality. However, in accordance with standard industry practice, LBVC makes no warranties or guarantees, express or implied, about its services or deliverables. The Client acknowledges and agrees to the following disclaimers:

No guarantee of results: While LBVC will provide advice, recommendations, analysis, and assessments using our best professional judgment, we do not guarantee that any particular results will be achieved or that the Client’s objectives will be met. For example, LBVC cannot guarantee that implementing our consulting recommendations will increase the Client’s revenue or performance, or that a candidate identified as suitable through our assessment will perform successfully in a role. The success of our consulting or advisory services often depends on many factors beyond LBVC’s control (including client’s resources, market conditions, and how the client implements advice). Any descriptions of services or past outcomes (such as case studies or testimonials on our website) are for illustrative purposes only and do not constitute a promise of similar results in the Client’s situation.
Services provided “as is”: To the fullest extent permitted by law, LBVC’s services and all deliverables are provided “as is” and “as available,” without any warranty of any kind. LBVC disclaims all implied warranties or conditions, including but not limited to implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, title, and non-infringement. LBVC does not warrant that the services will be uninterrupted or error-free, or that any deliverable will be free from errors or omissions. The Client is responsible for reviewing any deliverables (such as reports) and making final decisions; LBVC’s role is advisory.
No legal or financial advice: Unless explicitly agreed in writing (and LBVC possesses the relevant licensure), LBVC’s consulting services do not constitute legal, accounting, financial, investment, or medical advice. The Client should consult appropriate licensed professionals for such advice. For instance, any discussions on regulatory compliance are based on LBVC’s general experience and should be reviewed by the Client’s legal counsel. LBVC’s services in psychometric assessments are intended for organisational development or selection purposes and are not a substitute for clinical psychological services or counselling.
Client’s responsibility: The Client remains responsible for all decisions and actions taken in reliance on LBVC’s deliverables or recommendations. LBVC will provide recommendations and analysis, but the final choices on implementation are the Client’s. The Client should consider its own situation in deciding whether to follow any recommendation, and if any recommendation seems unclear or unsuitable, the Client should request clarification or seek a second opinion. LBVC encourages Clients to use our findings as one input among others in their decision-making processes.
Third-party content: If any reports or deliverables provided by LBVC include information, benchmarks, or content sourced from third parties (for example, industry reports, research data, or third-party software outputs), LBVC does not make any warranty as to the accuracy or completeness of such third-party content. Similarly, LBVC is not responsible for any third-party websites or resources that may be linked in our communications or on our site; following such links is at the Client’s own risk and subject to the third parties’ terms.
Website use: Any use of LBVC’s website or online resources by the Client or its users is at their own risk. While LBVC endeavours to keep its website accurate and secure, the website and its content are provided without warranty. LBVC does not guarantee that the website or any content (including downloadable files) will be free of viruses or harmful components, though we take reasonable precautions.
No other terms: The Client acknowledges that no representations or warranties of any kind have been made to the Client about the services except as expressly stated in these Terms or a signed contract. Any statement about the service in marketing materials or discussions is for information only and not a warranty unless expressly confirmed in writing as a warranty.

Some jurisdictions do not allow certain warranty exclusions. If applicable law imposes any warranties on the services that cannot be excluded, then those warranties are limited to the minimum duration or extent required by law. This section shall survive termination of services. Essentially, LBVC wants the Client to understand that consulting outcomes cannot be guaranteed, and that the Client must use its own judgment when applying our advice.

Limitation of liability

To the extent permitted by law, LBVC’s liability to the Client is limited. The Client is encouraged to consider obtaining appropriate insurance coverage for risks if needed. The following limitations apply:

Indirect or consequential damages: LBVC shall not be liable to the Client for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind arising out of or in connection with the services, these Terms, or any deliverables, even if LBVC has been advised of the possibility of such damages. This exclusion includes, without limitation, any loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity or goodwill, loss of or damage to data, business interruption, or third-party claims (except as may be provided under an indemnification obligation). The Client agrees that such damages are not recoverable from LBVC.
Cap on direct damages: LBVC’s total aggregate liability for any and all claims arising out of or relating to the services or these Terms (whether in contract, delict/tort, breach of statutory duty or otherwise) shall not exceed the total amount of fees actually paid by the Client to LBVC for the specific services or deliverables that are the subject of the claim. For example, if the claim arises from a particular project or report, LBVC’s liability will be capped at the fees paid for that project or report. If the claim pertains to ongoing services over time, LBVC’s liability is capped at the amount paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim (or the total fees paid if the service term is shorter than 12 months). This cap is an aggregate limit for all claims in that period or arising from that project, not per incident.
Application of limitations: The limitations and exclusions of liability in these Terms apply regardless of the form of action, whether for breach of contract, breach of warranty, negligence, strict liability, professional errors or omissions, or any other legal theory. Both parties acknowledge that this section is a reasonable allocation of risk, taking into account the fees charged for LBVC’s services and that LBVC is not assuming unlimited liability. If the Client requires LBVC to assume greater liability, that must be negotiated in a separate written agreement and may involve higher fees to cover insurance or risk. In the absence of such an agreement, the Client accepts the limitations herein.
Exceptions: Nothing in these Terms shall operate to exclude or limit liability to an extent that is prohibited by law. In particular, this limitation of liability does not purport to exclude or limit LBVC’s liability for (a) death or personal injury caused by LBVC’s gross negligence or wilful misconduct, (b) LBVC’s own fraud or fraudulent misrepresentation, (c) any other liability which cannot be excluded or limited under applicable law (such as certain liabilities under the South African Consumer Protection Act, if applicable, or under POPIA for a data breach caused by gross negligence), or (d) any liability arising from a confirmed data breach directly caused by LBVC’s gross negligence or wilful misconduct in violation of applicable data protection laws. However, to the extent that the Consumer Protection Act, 2008 (if applicable to the Client) or other law allows a supplier to limit liability, the limitations above are intended to apply.
Liability of LBVC personnel: Any claims arising out of the services shall be brought only against LBVC and not personally against any directors, employees, or agents of LBVC. The Client agrees that it will not assert any claim against any individual LBVC staff or subcontractor personally in connection with the services. This provision does not limit LBVC’s own liability for their actions but clarifies the recourse is against the company entity.
Client’s liability: These Terms do not limit the Client’s responsibility for fees due or for damages arising from the Client’s own breach of these Terms. The Client may also have indemnification obligations as described in the next section.

The parties agree that the limitations of liability set out in this section are fair and reasonable given the nature of the services and the fees charged. This section shall survive termination or expiration of the engagement.

Indemnification

The Client agrees to defend, indemnify, and hold harmless LBVC and its directors, officers, employees, affiliates, and agents from and against any and all third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

Client’s breach or misuse: Any breach of these Terms by the Client, or any misuse of the services or deliverables by the Client or persons allowed by the Client to access them. For example, if the Client uses LBVC’s report in an unauthorised way that causes a third party to sue LBVC, or if the Client’s violation of confidentiality causes damage.
Violation of law or rights: The Client’s violation of any applicable law or regulation, or infringement of any rights of a third party, in connection with the Client’s use of LBVC’s services. This includes, for instance, claims that the Client’s provided data or materials to LBVC violated someone’s intellectual property rights or privacy rights, or any employment or labour claims by the Client’s personnel arising from actions the Client took based on LBVC’s recommendations.
Third-party data or content: Any content, data, or materials supplied by the Client (or at the Client’s direction) that infringe the intellectual property rights, privacy rights, or other rights of a third party, or that are defamatory or otherwise unlawful. The Client shall also indemnify LBVC if LBVC’s possession or use of the Client-supplied data as part of the services leads to any claim (except to the extent LBVC failed to follow the Client’s lawful instructions regarding such data). For example, if a software or dataset provided by the Client to LBVC for analysis was not properly licensed and a licensor makes a claim against LBVC, or if personal data provided by the Client was collected without proper consent and an individual or regulator makes a claim against LBVC as the processor.

Under this indemnity, the Client will cover all costs and damages finally awarded by a court of competent jurisdiction or agreed in a written settlement that are attributable to such claim(s). LBVC will: (i) promptly notify the Client in writing of any claim (however, a delay in notification will not relieve the Client of its obligations except to the extent the delay materially prejudices defence of the claim); (ii) allow the Client to control the defence and settlement of the claim, provided that the Client may not settle any claim without LBVC’s prior written consent if the settlement imposes any liability or admission on LBVC or does not fully release LBVC from the claim; and (iii) cooperate with the Client, at the Client’s expense, in the defence of the claim. LBVC has the right to participate in the defence with counsel of its choice at its own expense.

This indemnification is in addition to any other rights or remedies LBVC may have at law or in equity. The Client’s indemnification obligations shall survive the termination or expiration of the services.

(Note: Should any Client be a governmental entity or otherwise legally restricted from agreeing to an indemnity, this section may be adjusted in a separate agreement to comply with such legal requirements. Absent such a modification, the above indemnity applies.)

Termination and suspension of services

Either party may terminate the services under certain circumstances, as described below. LBVC also reserves the right to suspend services in specific situations. Termination of services shall be without prejudice to any rights or liabilities that have already accrued up to the date of termination. The scenarios include:

Termination or suspension by LBVC for cause (Client Breach): LBVC may suspend its performance of services (including withholding deliverables or disabling access to any subscription service) or terminate the engagement in its entirety, if the Client is in material breach of these Terms or any applicable service agreement and fails to cure that breach within fourteen (14) days after receiving written notice from LBVC describing the breach. Material breaches include, for example, non-payment of fees when due, misuse of deliverables or violation of intellectual property terms, breach of confidentiality by the Client, or failure to provide necessary cooperation that prevents LBVC from performing the services. In the case of non-payment, LBVC may suspend services immediately after the due date of an invoice has passed and adequate notice has been given to the Client of impending suspension. Suspension of services for non-payment or other breach may continue until the Client cures the breach (e.g., pays outstanding fees or provides required information). If the Client does not cure within a reasonable time after suspension, LBVC may terminate the services by written notice. Termination for cause by LBVC shall not entitle the Client to any refund of fees paid (and any unpaid fees for work already performed or expenses incurred shall become immediately due and payable). LBVC shall not be liable for any loss or damage the Client may suffer as a result of a rightful suspension or termination due to the Client’s breach.
Termination by LBVC for convenience: LBVC values long-term relationships with clients, but there may be rare instances where LBVC finds it necessary to terminate an engagement for business reasons unrelated to a breach by the Client (for instance, a conflict of interest that arises, an unforeseen inability to perform, or if LBVC ceases offering a particular service). LBVC may terminate the services without cause by providing at least thirty (30) days’ written notice to the Client (or a longer notice period if required by a specific contract or law). In such case, LBVC will refund any fees for services that were paid for but not yet rendered as of the termination date, and will use reasonable efforts to hand over work-in-progress or assist in transition to another provider if appropriate (subject to agreement on any additional fees for substantial transition assistance). LBVC will not otherwise be liable for termination without cause beyond refunding unearned fees.
Termination by Client: The Client may terminate its engagement of LBVC services at any time for convenience by giving written notice to LBVC (subject to any minimum notice or commitment period stated in a specific agreement). If the Client terminates an engagement early (other than for a material breach by LBVC), the Client shall pay LBVC for all services performed and expenses incurred up to the effective date of termination. If the Client had pre-paid any fees for a term not completed, LBVC will, at its discretion, either provide a pro-rata refund for the unperformed portion or apply a portion of the fee to cover any early termination costs or non-cancellable commitments that LBVC has incurred for the project (for example, if LBVC had booked facilities or licenses specifically for the project). Termination by the Client for cause (due to LBVC’s material breach) may be done if LBVC has been given written notice of the breach and at least thirty (30) days to cure, and LBVC has failed to cure the breach. In such case, the Client would only be obligated to pay for the portion of services that were satisfactorily completed prior to termination (and any pre-paid fees for unused services would be refunded).
Expiration of subscription services: If the Client has subscribed to a time-bound service or platform provided by LBVC (for example, a one-year access to an analytics tool or a retained advisory service package), such subscription will terminate automatically at the end of the agreed term unless renewed. LBVC may send reminders before expiration, but it is the Client’s responsibility to seek renewal if continued service is desired. Upon expiration, any ongoing access or services will be disabled, and LBVC may delete, or archive Client data related to the subscription after a retention period (as per the Data Policy). LBVC may also terminate or suspend a subscription service if the Client has exceeded permitted usage or violated usage policies, after giving notice and an opportunity to remedy if feasible.
Effects of termination: Upon termination or expiration of the services for any reason, the following will occur: (a) LBVC will stop performing further work, and any licenses or rights granted to the Client to use non-delivered services or tools will end (for example, if software access was provided, it will be withdrawn); (b) any outstanding payment obligations of the Client for services rendered or expenses incurred up to termination become immediately due (including for work in progress that can be demonstrated); (c) each party will return or destroy the other’s Confidential Information as described in the Confidentiality section (except as required to be retained by law or internal archival); (d) if requested, LBVC will deliver to the Client any finished or work-in-progress deliverables that have been prepared up to the termination date, provided that all due fees are paid or otherwise agreed; these partial deliverables will be provided “as is” without further obligation or warranty; and (e) those terms which by their nature should survive (including but not limited to confidentiality, intellectual property rights and licenses, disclaimers, limitation of liability, indemnification, and dispute resolution) shall survive and remain in effect.
Suspension as alternative to termination: In cases where a breach by the Client is curable or temporary, LBVC may choose to suspend services rather than fully terminate, as noted above. During suspension, LBVC may withhold reports, cease work, or bar access to any online resources provided. Suspension can be lifted once the issue is resolved to LBVC’s satisfaction. If the issue remains unresolved for an extended period, LBVC reserves the right to proceed to termination. Suspension of a subscription for non-payment does not extend the subscription term; LBVC may require payment and possibly a reactivation fee to resume service within the original term.

All parties intend to act in good faith in the event of termination, seeking to avoid unnecessary disruption. Any termination or suspension notice should ideally be in writing (email is acceptable as writing for this purpose) and indicate the reason and effective date. Termination of one engagement does not automatically terminate other separate engagements between LBVC and the Client, unless the notice specifies so or the engagements are clearly related and dependent.

Changes to terms

LBVC reserves the right to modify or update these Terms of Service from time to time to reflect changes in our services, business practices, or legal requirements. Because clients typically engage LBVC on a contractual basis, material changes will generally be tied to new engagements or renewal of ongoing services. Nonetheless, we outline our policy for changes:

Notification of changes: In the event that LBVC makes material changes to these Terms or to the Data Policy referenced herein, LBVC will provide notice to current clients. Notification may be given via email to the Client’s designated contact (using the email address on file from recent communications or contracts) and/or by a prominent notice on our website (www.lbvc.co.za) explaining the change. LBVC will endeavour to give advance notice of changes when feasible, especially if the changes could potentially be adverse to the Client’s rights or increase the Client’s obligations.
Client consent and continuation: For ongoing or subscription services, the Client may be asked to review and re-consent to the updated Terms upon renewal of the service period or in order to continue using the service. For example, at the time of renewing an annual advisory subscription, the Client may be required to accept the then-current Terms and Data Policy. If the Client does not agree to the revised Terms, the Client may choose not to renew the services, or to negotiate separate terms with LBVC if that is mutually agreeable. Continuing to use the services or failing to object to the changes after notification (and after a reasonable period to review, such as 30 days) will be deemed acceptance of the updated Terms.
Posting of current terms: The latest version of these Terms will always be available on the LBVC website. The Terms document will include the “Last Updated” date for reference. Clients are encouraged to periodically review the Terms and the Data Policy to stay informed of any updates. LBVC can provide a copy of the latest Terms upon request at any time.
Amendments by mutual agreement: Outside the scope of general updates, any amendment or modification to these Terms that is specific to an individual Client (for example, a negotiated change to liability limits or a bespoke clause for a particular project) must be in writing and signed by both LBVC and the Client (or agreed through an exchange of signed documents or emails explicitly agreeing to the change). No oral modifications will be binding.
No retroactive changes: Changes to these Terms will not retroactively modify the material obligations of either party for services already fully performed or fees already paid. They will apply prospectively to new engagements and ongoing engagements moving forward. If a change in law requires immediate adjustment of certain terms (for instance, if a new law forbids a previously allowed practice), LBVC will work with the Client in good faith to comply with the law while minimising disruption.

LBVC will be transparent about changes to these Terms or our Data Policy. We value our relationships with clients and will not impose significant changes without due notice. If you (the Client) have any questions or concerns about a proposed change, you should contact LBVC to discuss them.

Communication and notices

Effective communication between LBVC and the Client is essential for our partnership. The following outlines how communications and official notices will be handled:

Day-to-day communication: The primary mode of communication for project matters, questions, and coordination will typically be email or telephone between the Client’s designated representative(s) and LBVC’s project lead or account manager. These everyday communications do not need formal protocol; both parties will act in a timely and professional manner in responding to queries and sharing information. The Client should provide LBVC with the contact information (email address, phone number) of the person(s) responsible for the project or engagement, and notify LBVC of any changes to these contacts. LBVC will provide the Client with similar contact information for its team.
Formal notices: For purposes of legal notice under these Terms (such as notices of breach, termination, indemnification claims, or material changes to terms), communication shall be in writing and delivered to the respective parties’ notified contact addresses. Notices can be delivered by email with confirmation of receipt, by courier, or by registered mail. Notices to LBVC should be sent to the official email or physical address provided in the engagement agreement. Notices to the Client will be sent to the latest email or physical address that the Client has provided to LBVC. Each party agrees to promptly inform the other of any changes in their contact information for notice purposes.
Receipt of notices: A notice sent by email will be deemed received on the day it is sent, provided no bounce-back or error message is received, and provided that a copy of the notice is also sent via another method if requested or if critical (to ensure receipt). A notice sent by courier or hand delivery is deemed received on the day of delivery evidenced by a delivery receipt. A notice sent by registered post is deemed received on the 5th business day after posting (for domestic mail within the same country) or the 10th business day for international mail, or upon actual receipt, whichever is earlier. For avoidance of doubt, routine communications (like status updates or ordinary questions) are not “notices” that trigger these requirements; these requirements apply to formal legal notifications.
Language: All communications and notices shall be in English, which the parties agree is the governing language of these Terms and the services. If translations of any part of these Terms or related documents are provided, the English version shall control in the event of any discrepancy.
Electronic communications: The Client agrees that communications via email or through LBVC’s website (such as an online acceptance or ticking an agreement box) are acceptable and legally binding forms of communication for agreements, orders, or acknowledgments in the context of these Terms. For instance, the Client’s written email acceptance of a proposal referencing these Terms will suffice to form a contract, and an email notice from LBVC has the same effect as a hard copy letter. Both parties will maintain reasonable measures to secure their email accounts to prevent unauthorised communications.
Notices of changes: As noted in Changes to Terms, LBVC will use email and/or website notice to inform the Client of updates to policies or terms. The Client is responsible for monitoring the provided email address for such communications. If a notice is sent to an outdated email due to the Client’s failure to inform LBVC of an updated address, the notice will still be considered effective if LBVC had no knowledge of the change; however, LBVC will make reasonable attempts to reach the Client through alternate means if an email bounces or there is no response.
Mediation/arbitration notices: If a dispute arises that triggers mediation or arbitration (see Governing Law and Dispute Resolution below), the notice initiating such proceedings should be given in accordance with this section. For example, a notice of intent to mediate or arbitrate should be delivered to the other party’s contact address for formal notices.
Communication etiquette: Both LBVC and the Client agree to communicate in a professional and respectful manner. If either party’s contact person changes roles or leaves the organisation, that party will appoint an alternative contact and inform the other party to ensure continuity.

Email is generally an acceptable and primary method of communication for most purposes under these Terms, including formal notices (with reasonable safeguards). The Client consents to receive communications from LBVC electronically and agrees that all agreements, notices, and other communications that LBVC provides electronically satisfy any legal requirement that such communications be in writing. For any critical or time-sensitive issues, both parties should follow up if an initial communication does not receive a timely acknowledgment.

Governing law and dispute resolution

These Terms, and any services provided under them, are governed by and construed in accordance with the laws of the Republic of South Africa, regardless of conflict of law principles. In the event of any dispute or claim arising out of or relating to these Terms, the services, or the relationship between LBVC and the Client, the parties agree to attempt to resolve the matter in good faith through the following dispute resolution process:

Good faith negotiation: In the first instance, the parties shall attempt to resolve any dispute informally through good faith discussions and negotiations between senior representatives of each party. Either party may initiate this process by giving written notice to the other party describing the issue in dispute. The parties shall meet (in person or via teleconference/videoconference) within ten (10) business days of such notice (or another mutually agreed timeframe) to discuss the matter and seek a mutually acceptable solution.
Mediation: If the dispute is not resolved through direct negotiation within a reasonable period (not to exceed thirty (30) days from the initial dispute notice, unless the parties agree to extend negotiations), either party may refer the dispute to mediation. Mediation shall be conducted in South Africa, at a location agreed by the parties (or virtually), under the auspices of an impartial mediator. The parties may agree on a mediator; if they cannot agree within a further ten (10) days, either party may request a reputable mediation service (for example, the Arbitration Foundation of Southern Africa (AFSA) or a similar body) to appoint a mediator. The mediator’s fees shall be shared equally by the parties, and each party shall bear its own attorneys’ fees for the mediation. The mediation shall be conducted in English and in a confidential manner. The parties agree to participate in the mediation in good faith and to try to resolve the dispute. Any settlement reached in mediation shall be recorded in writing and will be binding once signed by both parties.
Arbitration: If the dispute has not been resolved within sixty (60) days after the mediator has been appointed (or if either party refuses to participate in mediation or if mediation is concluded without a resolution), then the dispute shall be finally resolved by arbitration, except as noted below. The arbitration shall be conducted in English in South Africa (with the venue being Cape Town, unless the parties agree to another city). The arbitration shall be administered by an established arbitration institution or authority agreed by the parties (for example, AFSA) under its rules, or if the parties cannot agree, then by a sole arbitrator appointed by the Arbitration Foundation of Southern Africa. The arbitrator shall be an attorney or retired judge experienced in commercial contract disputes. The arbitration shall be conducted in a confidential manner. The arbitrator’s award shall be final and binding on both parties, and judgment on the award may be entered and enforced by any court of competent jurisdiction. The costs of arbitration (arbitrator’s fees and administrative fees) shall be borne as determined by the arbitrator, but each party shall pay its own attorneys’ fees and costs unless the arbitrator decides otherwise in the interests of justice.
Court litigation: While the parties intend to resolve disputes through mediation and arbitration, certain circumstances may warrant court intervention. If a party needs to seek urgent interim relief (such as an injunction or order for specific performance) to prevent irreparable harm, that party may seek such relief from a court of competent jurisdiction in South Africa without first engaging in mediation/arbitration, and doing so will not be a breach of this dispute resolution agreement. Furthermore, if for any reason a dispute is not resolved by arbitration (for example, if the arbitration clause is held invalid or inapplicable by a court, or if one party fails to participate and the other chooses to pursue court remedies), then the dispute shall be subject to the exclusive jurisdiction of the courts of South Africa. In particular, the parties consent to the jurisdiction of the High Court of South Africa (Western Cape Division, Cape Town, or another appropriate division based on LBVC’s registered office or the Client’s location as determined by applicable law) for any litigation arising out of these Terms or services.
POPIA or consumer disputes: If the dispute involves a data protection issue (for example, a dispute involving POPIA rights) or a consumer issue (where the Client is an individual or small business with protected status under the Consumer Protection Act), the parties may have access to regulatory or tribunal processes (such as complaint to the Information Regulator or consumer tribunal). These Terms do not prevent either party from seeking assistance from such authorities where applicable law permits it. However, the commercial aspects of any dispute between the Client and LBVC (like payment or liability issues) shall be addressed through the mechanisms above.
Continued performance: During the dispute resolution process, and to the extent possible, the parties shall continue to perform their remaining obligations under these Terms (for example, the Client should continue to pay undisputed fees and LBVC should continue to provide services that are not in dispute) unless the issue at hand precludes such performance, or the contract term has ended.
Confidentiality of dispute resolution: All negotiations, mediation discussions, arbitration proceedings, and any related information (including documents exchanged or statements made for the purpose of resolving the dispute) are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. This does not prevent a party from disclosing information as needed to enforce an arbitration award or seek court assistance as permitted herein.

By agreeing to these Terms, both LBVC and the Client waive their rights to have disputes heard in court (except as noted) or to have a jury trial, opting instead for the benefits of a private and potentially more expedient resolution process. This dispute resolution section shall survive expiration or termination of the engagement.

Force Majeure

Neither LBVC nor the Client shall be liable for any failure to perform or delay in performing any obligation under these Terms (except for payment obligations) if and to the extent that the failure or delay is caused by or results from events beyond the affected party’s reasonable control. Such events, commonly known as “Force Majeure” events, include, but are not limited to:

Natural disasters: Acts of God such as fires, explosions, earthquakes, drought, tidal waves, floods, severe storms or other adverse weather conditions, and natural catastrophes.
War and conflict: War, hostilities (whether war is declared or not), acts of terrorism, riots, civil disturbances, sabotage, or piracy.
Government actions: Actions, bans, embargoes, or orders of a government or regulatory body (such as changes in law, expropriation, imposition of currency restrictions, trade sanctions, excessive tariffs, quarantine restrictions, or the failure of a government agency to grant a necessary license or consent).
Labour and industrial actions: Strikes, lockouts, or other industrial / labour disputes (excluding those involving only the affected party’s personnel, such as a strike by LBVC’s own employees, which would not excuse LBVC unless it is part of a wider industry or national strike beyond LBVC’s reasonable control).
Epidemics/pandemics: Public health emergencies such as epidemics, pandemics, or quarantine measures (including but not limited to outbreaks like COVID-19) that prevent normal operations or travel.
Infrastructure failures: Failure or interruption of public infrastructure or utilities not caused by the affected party, such as widespread electrical power outages, cyber-attacks on internet infrastructure, disruption of telecommunications, or failure of third-party hosting/cloud services (when not attributable to the negligence of the affected party).
Other unforeseeable Events: Any other events or circumstances beyond the reasonable control of the party affected that could not have been avoided by that party through the exercise of due care or by the anticipation of and contingency planning for such event.

If a Force Majeure event occurs that impedes a party’s ability to perform its obligations, the affected party shall: (a) promptly notify the other party in writing with details of the event, its expected duration (if known), and the performance obligations impacted; (b) use reasonable efforts to mitigate the effects of the event and resume full performance as soon as practicable; and (c) keep the other party informed of progress in resolving the event’s effects.

During the duration of a Force Majeure event, the obligations of the affected party (other than confidentiality and data protection duties, which remain in force to the extent feasible) shall be suspended to the extent performance is prevented by the event. The affected party will not be deemed in breach for the duration of the event, and any performance deadlines shall be extended accordingly. For example, if LBVC’s offices are closed due to a government lockdown, any project timelines will be adjusted reasonably once work can resume, or alternate remote work arrangements will be made if possible.

If the Force Majeure event continues for an extended period (for instance, more than sixty (60) days) such that it essentially frustrates the purpose of the engagement or makes further performance impractical, either party may terminate the affected services by giving written notice to the other. In the event of such termination due to Force Majeure, neither party shall have liability to the other for the termination itself, but the Client will remain liable to pay for any services that were performed (or deliverables completed) prior to the Force Majeure termination. Both parties will also return or secure any Confidential Information as required by the Terms upon termination.

Notwithstanding the above, a Force Majeure event does not excuse the Client’s obligation to pay for services already received, nor will it excuse the Client from timely payment if the payment systems are functioning (the Client should make alternative arrangements to pay if normal channels are disrupted, once feasible). For LBVC, a Force Majeure event does not excuse implementing contingency plans where reasonably possible (for example, switching to remote work during a pandemic if feasible to continue providing services).

Miscellaneous provisions

This section includes additional standard legal provisions that underpin the agreement between LBVC and the Client:

Entire agreement: These Terms of Service, together with any referenced documents (such as the Data Policy) and any specific service agreement, proposal, or statement of work signed between the parties, constitute the entire agreement between LBVC and the Client regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, related to the same subject. In entering into this agreement, neither party is relying on any statement or representation not expressly set out in writing in this agreement. Any terms and conditions that appear on a Client’s purchase order or other business form (which have not been expressly agreed to by LBVC in writing) shall be of no force or effect and are hereby rejected.
Amendment and waiver: Except for the right of LBVC to update these general Terms as described under Changes to Terms, no modification or amendment of any provision of these Terms shall be valid unless in writing and signed by both parties. The failure of either party at any time to enforce any provision of these Terms or to require performance by the other party of any provision shall not be construed as a waiver of such provision, nor in any way affect the validity of these Terms or any part hereof, or the right of any party thereafter to enforce each and every provision. A waiver by any party of any breach or default by the other party shall not constitute a waiver of any different or subsequent breach or default. Any waiver must be in writing and signed by the waiving party to be effective.
Severability: If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be deemed severed from this agreement and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. The parties shall negotiate in good faith to modify any invalid or unenforceable provision to reflect the original intent as closely as possible in a manner that is valid and enforceable, or if that is not possible, to otherwise agree on an acceptable alternative provision that fulfils the economic and operational purpose of the original provision.
Assignment: The Client may not cede, assign, or transfer any of its rights or delegate any of its obligations under these Terms to any third party (including by operation of law, or through a merger or change of control) without the prior written consent of LBVC, which shall not be unreasonably withheld. Any purported assignment by the Client without such consent shall be null and void. LBVC shall have the right to assign or transfer its rights and obligations under these Terms to any affiliate or successor-in-interest (for example, in the event of a merger, acquisition of LBVC, or transfer of the consulting business to a new entity), provided that LBVC ensures the successor agrees to be bound by these Terms and provided notice of such assignment is given to the Client. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. There are no third-party beneficiaries to this agreement except as explicitly provided (for example, indemnified parties under the Indemnification section).
Independent contractor relationship: The relationship between LBVC and the Client is that of independent contractor and client. Nothing in these Terms or in the conduct of the parties shall be interpreted as creating an employer-employee relationship, partnership, joint venture, agency, or fiduciary relationship between LBVC and the Client. Neither party has the authority to bind the other to any obligation or to make representations on behalf of the other, except as expressly provided in a written power of attorney or separate agreement. LBVC’s personnel are not and shall not be deemed to be employees of the Client. The Client shall not be responsible for any employment-related benefits, tax withholding, or insurance for LBVC’s personnel.
No third-party rights: Except as expressly stated otherwise in these Terms (such as indemnified parties which may include LBVC’s affiliates or personnel, or data subjects with rights under the Data Policy which LBVC is obligated to uphold), no person or entity who is not a party to these Terms shall have any right to enforce any term of this agreement.
Survival: Any provision of these Terms which, by its nature, is intended to survive termination or expiration (including but not limited to Confidentiality, Intellectual Property, Payment Obligations (to the extent fees remain unpaid), Disclaimers, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, Miscellaneous, and Data Protection obligations as applicable) shall survive the termination or expiration of the services and remain binding.
Remedies cumulative: Except as expressly stated, the rights and remedies of either party set forth in these Terms are not exclusive and are in addition to any other rights and remedies available to that party at law or in equity. However, the parties acknowledge that the limitations of liability will cap damages irrespective of the number or type of claims.
Further assurances: Each party agrees to execute and deliver such other documents, and to take such further actions, as may be reasonably requested by the other party to give full effect to these Terms and the obligations of the parties hereunder.
Headings and interpretation: The headings and titles of sections in these Terms are for convenience only and shall not affect the meaning or interpretation of the provisions. “Including” means “including without limitation” unless expressly stated otherwise. Words denoting the singular include the plural and vice versa, as the context may require. References to any statute or regulation include amendments or successor laws thereto. If these Terms are translated into another language, the English version shall prevail to the extent of any inconsistency.
Execution in counterparts: If these Terms (or a service agreement incorporating them) are to be signed, they may be executed in counterparts (including electronic PDF copies or electronic signatures), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. For clarity, acceptance of these Terms via an online process or email confirmation by the Client shall be treated as execution/acceptance of these Terms.

These miscellaneous provisions ensure that the agreement between LBVC and the Client is interpreted and enforced consistently with its intent, and they provide clarity on matters not specifically addressed elsewhere in the Terms.

By engaging LBVC or continuing to use our services, you (the Client) acknowledge that you have read and understood these Terms of Service and agree to be bound by them. These Terms form a binding agreement between LBVC and the Client. If you are entering into this agreement on behalf of an organisation, you affirm that you have the authority to do so and to bind the organisation to these Terms. We thank you for trusting LBVC as your consulting and advisory partner and look forward to a successful collaboration under these fair and transparent terms.