Terms of Service

1. Nature of Services

Kaymerc X provides services across six divisions: Ventures (startup and founder support), Capital (M&A advisory and business valuation), Academy (training and development), Tech (digital transformation), Global (international expansion), and Impact (ESG and compliance). Each engagement is governed by a specific scope of work documented in the engagement letter.

2. Engagement and Acceptance

A formal engagement between the client and Kaymerc X (Pty) Ltd begins upon the following conditions being satisfied:

• Signing of a written proposal or engagement letter by an authorised representative of the client
• Receipt of the required deposit payment as specified in the engagement letter
• Written confirmation of the agreed scope of work, timeline, and deliverables

These Terms of Service, together with the engagement letter and any attached schedules, constitute the entire agreement between the parties and supersede all prior representations, negotiations, or understandings.

3. Payment Terms

The following payment terms apply to all engagements unless explicitly varied in writing in the engagement letter:

• Projects above R10,000: 50% deposit required before work commences; balance due on delivery or in accordance with the milestone schedule
• Monthly retainers: payable in advance on the 1st of each calendar month
• Standard invoice terms: 30 days from invoice date
• Late payment: 2% per month compounded on overdue amounts from the due date

Accepted payment methods:

All amounts are quoted and invoiced in South African Rand (ZAR) unless otherwise agreed in writing. VAT will be applied where applicable once Kaymerc X is registered as a VAT vendor.

4. Intellectual Property

Upon full payment of all fees, the client is granted a non-exclusive, non-transferable licence to use the deliverables for their internal business purposes. This licence does not permit the client to sublicense, resell, or distribute deliverables to third parties without the prior written consent of Kaymerc X.

Any pre-existing intellectual property of either party remains the property of that party and is not affected by the engagement.

5. Confidentiality

Both parties agree to keep all engagement details, financial information, business intelligence, strategies, and proprietary information confidential during and after the engagement. This obligation survives termination of the engagement for a period of 3 years.

Capital division engagements (business valuation, M&A advisory, exit strategy) include formal non-disclosure agreement (NDA) provisions as standard, which must be executed prior to the commencement of any work.

Neither party shall disclose the existence, terms, or outcome of any engagement to any third party without the prior written consent of the other party, except where required by law or by order of a competent court.

6. Cancellation Policy

The following cancellation terms apply:

• Monthly retainers: Minimum of 14 calendar days' written notice required to cancel or suspend a retainer arrangement
• Project engagements: Cancellation after work has commenced will result in billing for all work completed to date, plus any reasonable third-party costs incurred on behalf of the client
• Deposits: Deposits are non-refundable once work has commenced or resources have been committed to the engagement
• Cancellation before commencement: Where a project is cancelled before any work has commenced, the deposit may be applied as a credit toward a future engagement, at Kaymerc X's discretion

7. Limitation of Liability

To the maximum extent permitted by applicable law:

• Kaymerc X's total liability in connection with any engagement is limited to the total value of fees actually paid by the client in respect of that specific engagement
• Kaymerc X is not liable for any indirect, consequential, special, incidental, or punitive damages, including loss of profits, loss of revenue, loss of data, or business interruption, howsoever arising
• Kaymerc X makes no warranties, express or implied, regarding the achievement of specific business outcomes or financial results from the implementation of any advice, strategy, or recommendation provided

Nothing in these terms excludes liability for fraud, wilful misconduct, or gross negligence.

8. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under an engagement where such failure or delay results from circumstances beyond that party's reasonable control, including but not limited to:

• Load-shedding or power supply interruptions
• Civil unrest, strikes, or labour disputes not involving either party's employees
• Natural disasters, floods, fires, or acts of God
• Pandemic, epidemic, or public health emergencies declared by a competent authority
• Government-imposed restrictions, sanctions, or regulatory changes

The affected party shall notify the other in writing as soon as practicable and shall use reasonable endeavours to resume performance as soon as possible.

9. Dispute Resolution

These terms and all engagements are governed by and construed in accordance with the laws of the Republic of South Africa.

In the event of any dispute arising out of or in connection with an engagement, the parties agree to:

• First attempt to resolve the dispute through good-faith negotiation between authorised representatives within 14 business days of written notice of the dispute
• If negotiation fails, submit the dispute to mediation before a mutually agreed mediator prior to commencing litigation
• If mediation fails, submit to the exclusive jurisdiction of the Gauteng High Court, Johannesburg

The prevailing party in any litigation shall be entitled to recover reasonable legal costs and disbursements.

10. Amendments

Kaymerc X reserves the right to update these Terms of Service from time to time. The current version will always be available at kaymercx.tech/terms.html.

Material changes will be communicated by email to all active clients at least 14 days before the changes take effect. Continued engagement after the effective date of any amendment constitutes acceptance of the revised terms.