Terms and Conditions
These Terms and Conditions outline the basis upon which Mapogos Prospects provides architectural, engineering, project management, inspection, transport engineering and quantity surveying services.
They are designed to ensure clarity, transparency and mutual understanding between Mapogos Prospects and our clients. By clearly defining responsibilities, deliverables, limitations, payment terms and professional obligations, we aim to create a structured and fair working relationship from project inception through to completion.
We are committed to honesty, integrity and ethical business practices. These terms reflect our dedication to professional standards, regulatory compliance and the protection of both client and consultant interests.
We encourage all clients to review these terms carefully and to seek clarification on any provisions prior to formal engagement.
1. DEFINITIONS AND INTERPRETATION
1.1 Unless the context clearly indicates otherwise, the following words and expressions shall have the meanings assigned to them below:
1.1.1 “Agreement” means these Terms and Conditions together with the Proposal and/or Quotation.
1.1.2 “Business Day” means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.
1.1.3 “Client” means the party to whom Mapogos Prospects renders the Services, as described in the Proposal and/or Quotation.
1.1.4 “Commencement Date” means the date on which the Services commence in accordance with Clause 3.
1.1.5 “Contract Price” means the total amount payable by the Client for the Services and/or Final Deliverable, as stated in the Quotation.
1.1.6 “Final Deliverable” means the final work product to be delivered by Mapogos Prospects as set out in the Proposal and/or Quotation.
1.1.7 “Intellectual Property” means all present and future intellectual property rights, whether registered or unregistered.
1.1.8 “Mapogos Prospects” means Mapogos Prospects (Pty) Ltd, with further particulars as recorded in the Proposal.
1.1.9 “Parties” means Mapogos Prospects and the Client, and “Party” means either one of them.
1.1.10 “Project Initiation Fee” means the upfront fee payable prior to commencement of the Services.
1.1.11 “Proposal” means the written proposal, tender submission, or report issued by Mapogos Prospects.
1.1.12 “Quotation” means the written fee quotation issued by Mapogos Prospects.
1.1.13 “Services” means the services to be rendered as described in the Proposal and/or Quotation.
1.1.14 “Service Provider” means any third party appointed by Mapogos Prospects to perform part of the Services.
2. OFFER AND ACCEPTANCE
2.1 Any Proposal and/or Quotation issued by Mapogos Prospects constitutes an offer to provide the Services.
2.2 Acceptance occurs when the Client signs the Proposal, Quotation, or these Terms and Conditions, issues a purchase order, or authorises commencement of the Services.
2.3 Upon acceptance, this Agreement shall exclusively govern the relationship between the Parties.
2.4 Any Client terms differing from this Agreement shall be invalid unless expressly agreed to in writing by Mapogos Prospects.
3. COMMENCEMENT OF SERVICES
3.1 Mapogos Prospects shall commence the Services only upon receipt of:
the duly signed contract or quotation; and the Project Initiation Fee.
3.2 The date on which both requirements are fulfilled shall constitute the Commencement Date.
3.3 Any indulgence granted prior to compliance shall not constitute a waiver of rights.
3.4 EXCLUSIONS
Unless expressly included in the Proposal and/or Quotation, the Services exclude:
3.4.1 Any pre-existing defects, conditions, or issues relating to existing buildings, structures, or infrastructure.
3.4.2 Community liaison, engagement, or negotiations with local communities, business forums, or similar entities. Any strategy to address such risks must be jointly agreed but falls outside the scope of the Services.
3.4.3 Engagement or communication with tenants of existing buildings. All such communication shall be managed by the Client.
3.4.4 The removal, testing, sampling, handling, transportation, or disposal of contaminated or hazardous material, including disposal at specialised or licensed dump sites.
4. OBLIGATIONS OF MAPOGOS PROSPECTS
4.1 Mapogos Prospects shall:
perform the Services with reasonable skill, care, and diligence; and use reasonable efforts to meet estimated delivery dates.
5. OBLIGATIONS OF THE CLIENT
5.1 The Client shall:
pay all fees when due; provide all required information, documentation, and approvals timeously; and attend meetings and provide feedback within reasonable timeframes.
5.2 Any Client-caused delay shall automatically extend project timelines.
6. FEES
6.1 Fees shall be charged in accordance with applicable professional guidelines.
6.2 Fees may be calculated on a lump sum, percentage, or time-based basis.
6.3 Fees shall be invoiced monthly based on progress.
6.4 Mapogos Prospects may adjust rates annually with written notice.
7. EXPENSES AND DISBURSEMENTS
7.1 All reasonable expenses incurred in rendering the Services shall be recoverable from the Client, together with a 10% mark-up.
7.2 A charge of up to 7% of professional fees may be applied to cover communication and IT costs.
8. PAYMENT TERMS
8.1 Invoices are payable within 30 calendar days of the invoice date.
8.2 Any dispute must be raised in writing within 10 calendar days of receipt of an invoice.
8.3 The Client may not withhold payment pending dispute resolution.
8.4 Mapogos Prospects may suspend Services and withhold deliverables if payment is overdue.
8.5 Late payments shall accrue interest at 5% (Five Percent) per month, calculated from the due date until final payment, together with any recovery or legal costs.
8.6 Payments shall be made by EFT without deduction or set-off.
8.7 The Client is responsible for all applicable taxes, levies, and currency risks.
9. INTELLECTUAL PROPERTY
9.1 All Intellectual Property and copyright in documents and deliverables shall vest in Mapogos Prospects.
9.2 Upon full payment, the Client is granted a non-transferable licence to use the Final Deliverable solely for the specified project.
9.3 This clause survives termination.
10. CONFIDENTIALITY
10.1 If the Proposal is rejected or the project does not proceed, all documents must be returned within 14 days. Any draft documentation carried out at risk by Mapogos Prospects will remain the Intellectual Property of Mapogos Prospects.
11. DATA PROTECTION
11.1 Personal information shall be processed in accordance with applicable data protection legislation.
11.2 Information shall be stored securely and retained only for lawful purposes.
12. CHANGES TO SCOPE AND ADDITIONAL WORK
12.1 Changes to scope must be requested in writing and approved by a revised Quotation.
12.2 Additional Services require a signed written addendum.
13. PROJECT TIMELINES
13.1 Timelines are estimates and subject to Client cooperation and agreed variations.
14. EARLY TERMINATION
14.1 If the Client terminates after commencement:
all completed work and incurred costs are payable; and 50% of the remaining Contract Price shall be payable as a break fee.
15. SUB-CONTRACTING
15.1 Mapogos Prospects may appoint subcontractors at its discretion.
16. LIMITATION OF LIABILITY
16.1 To the maximum extent permitted by law, the total aggregate liability of Mapogos Prospects, its directors, employees, agents, and subcontractors arising out of or in connection with this Agreement or quotation shall be limited to 100% (One Hundred Percent) of the total fee quoted in the applicable Quotation.
16.2 Mapogos Prospects shall not be liable for any material, indirect, special, or consequential loss or damage, including but not limited to:
- loss of revenue or profit;
- loss of use of property;
- loss of use of equipment or plant;
- loss of production or business opportunity;
- delay damages or liquidated damages under any third-party agreement.
16.3 No liability shall arise from inaccurate, incomplete, or late information provided by the Client or third parties.
16.4 All claims prescribe one (1) year after completion, final invoicing, or termination, whichever occurs first.
17. SAFETY
17.1 Site safety remains the responsibility of the Client unless expressly agreed otherwise in writing.
18. DISPUTE RESOLUTION
18.1 Disputes shall be resolved by arbitration unless Mapogos Prospects elects to pursue payment claims through a court of competent jurisdiction.
19. BREACH
19.1 A breaching Party shall have 10 Business Days to remedy the breach after written notice.
19.2 Failing remedy, the aggrieved Party may enforce or cancel the Agreement and claim damages.
20. DOMICILIUM AND NOTICES
20.1 Notices shall be delivered to the addresses stated in the Quotation by hand, registered post, or email.
21. FORCE MAJEURE
21.1 Neither Party shall be liable for failure to perform due to events beyond its reasonable control.
21.2 If such event continues for more than 30 days, either Party may terminate the Agreement.
22. GENERAL
22.1 This Agreement constitutes the entire agreement between the Parties.
22.2 No amendment or waiver shall be valid unless in writing and signed.
22.3 Invalid provisions shall be severable without affecting the remainder of the Agreement.