These Standard Terms of Engagement (“Terms”) set out the key conditions applicable to all goods and/or services provided by any third-party supplier (“Supplier”) to Flume, unless expressly agreed otherwise in writing. These Terms take precedence over any conflicting terms proposed by the Supplier, unless otherwise agreed in writing by Flume.
These Terms are governed by the laws of the Republic of South Africa, including, where applicable, the Consumer Protection Act 68 of 2008 (CPA) and the Companies Act 71 of 2008.
By supplying goods or services to Flume, the Supplier confirms its acceptance of these Terms.
1. Scope of Supply
1.1. The Supplier shall provide goods and/or services as specified in a purchase order, written instruction, agreement, or request for quotation issued by Flume (the “Scope of Supply”).
1.2. Any deviation from the agreed Scope of Supply requires Flume’s prior written approval.
2. Pricing and Cost Estimates
2.1. All pricing must align with a valid quotation or agreed pricing schedule and shall be:
2.1.1. Fixed and inclusive of all costs, disbursements, duties, and levies, unless otherwise agreed in writing; and
2.1.2. Valid for the duration of the order or contract period.
2.2. Additional charges are only permissible with Flume’s prior written consent.
3. Duration
3.1. These Terms commence on the date specified in the applicable purchase order, written instruction, or agreement (“Commencement Date”) and shall remain in effect until terminated in accordance with Clause 7.
4. Payment Terms
4.1. Subject to the receipt of a valid tax invoice and the satisfactory delivery of goods or services:
4.1.1. Flume will settle valid invoices within 30 (thirty) days of the invoice date;
4.1.2. Payment does not constitute acceptance of defective goods or services.
4.2. Flume may withhold payment of disputed invoices (or portions thereof) as permitted by Section 44 of the CPA and applicable common law.
4.3. Flume reserves the right to request an itemised invoice and a breakdown of any disputed amounts in accordance with the CPA.
5. Change of Scope
5.1. Flume reserves the right to request changes to the Scope of Supply. In such cases:
5.1.1. The Supplier shall not implement changes without written instruction from Flume;
5.1.2. Any pricing or delivery adjustments must be agreed upon in writing before implementation.
6. Third-Party Costs and Additional Services
6.1. The Supplier may not subcontract or delegate its obligations without Flume’s prior written consent.
6.2. The Supplier remains fully responsible for all third-party costs and performance, including ensuring that subcontractors comply with these Terms.
7. Cancellation / Termination
7.1. Flume may cancel an order or terminate an engagement:
7.1.1. For convenience, by giving 30 (thirty) days’ written notice, subject to payment for goods/services delivered to date;
7.1.2. Immediately, in the event of material breach, insolvency, or non-compliance with applicable laws or policies.
7.2. The Supplier may terminate its engagement with Flume with 30 (thirty) days’ written notice in the event of a material breach by Flume that remains unremedied.
7.3. This clause is subject to Sections 14 and 17 of the CPA, where applicable to fixed-term contracts.
8. Delivery and Delays
8.1. The Supplier must adhere to agreed delivery schedules and timeframes. In case of any delay:
8.1.1. The Supplier must immediately inform Flume;
8.1.2. Flume reserves the right to impose penalties, procure substitute goods/services, cancel the order, and/or claim damages.
9. Warranties and Support
9.1. The Supplier warrants that all goods:
9.1.1. Are new, of good quality, and suitable for their intended purpose;
9.1.2. Meet the agreed specifications and are free from defects;
9.1.3. Comply with applicable laws and safety standards.
9.2. The Supplier must provide reasonable post-delivery support or warranty service, as required under the CPA or agreed terms.
10. Confidentiality
10.1. Each Party must maintain strict confidentiality of information received and use it solely to fulfil obligations under these Terms. Disclosure to third parties is prohibited without prior written consent.
10.2. Each Party shall protect the other’s confidential information with at least the same level of care it uses for its own, and in no event less than reasonable care.
10.3. Confidential information remains the property of the disclosing Party and must be returned upon request. These Terms do not grant any rights or licenses to such information.
11. Protection of Personal Information
11.1. The Supplier shall comply with the Protection of Personal Information Act 4 of 2013 (POPIA) and ensure all personal data processed on Flume’s behalf is secure and lawfully handled.
11.2. The Supplier must implement data protection standards at least equivalent to those adopted by Flume and avoid any processing activity that may cause Flume to breach POPIA.
11.3. Upon request, the Supplier must provide evidence of its POPIA compliance.
12. Amendments
12.1. Flume may amend these Terms from time to time. The most recent version will be published on Flume’s website and will govern all future engagements unless otherwise agreed in writing.
13. Liability and Indemnity
13.1. The Supplier indemnifies Flume against all losses, claims, damages, and costs arising from:
13.1.1. Breach of these Terms;
13.1.2. Defective or non-compliant goods or services;
13.1.3. Infringement of third-party rights, including intellectual property.
13.2. This indemnity does not limit any statutory warranties under the CPA or common law rights available to Flume.
14. Intellectual Property
14.1. Unless otherwise agreed in writing:
14.1.1. All intellectual property created specifically for Flume under the Scope of Supply shall vest in Flume upon full payment;
14.1.2. The Supplier grants Flume a royalty-free, non-exclusive, irrevocable licence to use any pre-existing Supplier IP included in deliverables for internal use.
15. Non-Solicitation
15.1. For 12 (twelve) months following the termination date, neither Party may directly or indirectly solicit, engage, or employ the other Party’s personnel in any capacity.
15.2. A breach of this clause will result in the soliciting Party being liable to pay a penalty equal to 200% of the affected personnel’s annual remuneration, payable within 7 days of demand.
16. Force Majeure
16.1. If a Party is unable to perform its obligations due to events beyond its control (e.g. strikes, acts of God, war, cyberattacks, etc.), they shall be excused from such obligations for the duration of the event.
16.2. The affected Party must notify the other once the event has ended. If the event continues for more than 90 (ninety) days, the unaffected Party may terminate the agreement with immediate effect.
17. Governing Law
17.1. These Terms, and any disputes arising from them, shall be governed by the laws of the Republic of South Africa.
18. Regular Updates
18.1. Flume may periodically revise these Terms. The latest version will be available on Flume’s website and will apply to all future engagements, unless otherwise agreed in writing.
19. General
19.1. These Terms represent the entire agreement between the parties unless supplemented by a signed contract or purchase order.
19.2. No indulgence or waiver shall constitute a continuing waiver unless explicitly agreed in writing.
19.3. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.