1. INTRODUCTION
1.1. All capitalised terms used in this agreement shall have the meaning attributed thereto in clause 2 (Definitions) of this Agreement.
1.2. You (“Client”) have appointed Torque Technical Computer Training (“Torque IT”) to provide training services to the Client (the “Services”).
1.3. Torque IT has the necessary resources and capabilities to provide the Services required by the Client.
1.4. The Parties have entered into this agreement on the terms and conditions set out herein.
2. DEFINITIONS
2.1. “Agreement” means these terms and conditions, together with any annexures which shall include the Vendor Specific training courses;
2.2. “Certificate” means the proof of attendance certificate issued by Torque IT evidencing the attendance by the Client and/ or its attendees;
2.3. “Client” means, in the case of a juristic person, the juristic person and its nominated delegates who shall attend the training services, and in the case of a natural person, means the attendee for their own personal account, as the case may be;
2.4. “Data Protection Law” means any statute, directive, legislative enactment, order, regulation, rule or other law imposing data protection or privacy obligations on a Party including but not limited to the Protection of Personal Information Act 4 of 2013 (“POPIA”;
2.5. “Personal Information” means that as defined in Chapter 1 of POPIA;
2.6. “Processing” means that as defined in Chapter 1 of POPIA;
2.7. “Purpose” means the Processing of the Client’s Personal Information required by Torque IT in order for it to deliver the Services; and
2.8. “Vendor Specific Courses” means the vendors of certain training courses provided by Torque IT to the Client, at the election of the Client, which further details and applicable terms and conditions are set out in the Annexure/s.
3. PAYMENTS AND CHARGES
3.1. Full upfront payment is required from delegates who do not have credit facilities with Torque IT through their employer/sponsoring entity before an enrolment can be processed.
3.2. Should a client have pre-approved credit facilities with Torque IT, an official purchase order is required before an enrolment can be processed.
3.3. Payment by means of Electronic Funds Transfer (“EFT”), wire transfer, credit card, or purchase order, is preferred. The acceptance of any proof of payment, as presented by a delegate, will be at the sole discretion of management and is not guaranteed.
3.4. A delegate who is a natural person and who was allowed into class based on the presentation of proof of payment, shall be held jointly with the Client or individually liable, as the case may be, for the total fee of the course/s and any examination/s.
3.5. All courses must be completed within six (6) months from the initial course start date. All examinations must be completed within eight (8) months from the initial course start date. Once a course and/or examination is booked, the Client or their nominated delegate must complete the course and/or examination within the stipulated period. No refund will be payable due to failure to comply with these requirements.
3.6. Client will be charged in full if they and/or their nominated delegate/s fail to attend or cancel outside of cancellation period for any course/examination that they have enrolled for, unless sufficient proof of absence is provided. (For example, a Doctor’s certificate.)
3.7. Where proof of absence in the form of a valid Doctor’s certificate is produced, the Client or their nominated delegate will be granted a free re-attendance within six months of the initial course start date. Where the Client or their nominated delegate fails to complete the course within this re-attendance period, the allocated course fees will lapse.
3.8. Where proof of absence in the form of a valid Doctor’s certificate is not produced for not completing an examination, the allocated examination fees will lapse. Torque IT shall be entitled to retain fees to recover costs incurred related to the services.
3.9. Client will not be charged should they re-schedule or cancel within stipulated cancellation period.
3.10. The standard cancellation period for public scheduled training at any Torque IT branch is 8 working days. Please refer to Annexure A for Vendor Specific cancellation policies.
3.11. The cancellation period for training on-site at the client’s venue is 10 working days.
3.12. Client will not be charged for any cancellation or rescheduling done by Torque IT. 4. ENROLMENTS, CANCELLATION AND RESCHEDULING
4.1. Refer to Annexure A for vendor specific terms and conditions.
4.2. The Client hereby acknowledges that they have selected the correct course/s and has read the pre-requisites for the course/s listed on the enrolment form. The Client will be liable for the full course fee, should they enrol for a module without meeting the stipulated pre-requisites.
4.3. The Client hereby confirms that they understand that it is up to them to ensure that these criteria have been met before attending the courses. Torque IT will not be responsible in the event that the Client is unable to complete the course if these pre-requisites have not been met Torque IT reserves the right to ask the Client to leave the course.
4.4. The Client hereby confirms that they have selected their preferred delivery type. i.e. Virtual delivery (VILT) or instructor-led/in-person (ILT).
4.5. The Client hereby acknowledges that once a delivery type has been selected, that the delivery type cannot be altered due to variable costs.
4.6. The Client hereby acknowledges that the successful completion of courses necessitates that it attends and obtains a minimum in class attendance score of 80 %. If this 80 % rating is not achieved, it will result in the Client’s status being captured as, ‘insufficient course attendance’. Insufficient attendance does not qualify for the receipt of a Torque IT electronic attendance certificate.
4.7. The Client hereby acknowledges that the successful completion of a 1-day course, necessitates that it attends and obtains a score of 100 % in class attendance. 4.8. If 80% attendance is not achieved, this will result in a Client’s status being captured as, ‘insufficient course attendance’. Insufficient attendance will not qualify for the receipt of a Torque IT electronic attendance certificate.
4.9. The Client hereby acknowledges that Instructor-led Training (“ILT”) at Adcorp Place in Woodmead will only proceed if a minimum of 4 confirmed bookings has been received for the same training course. Where fewer than 4 bookings are made, Torque-IT reserves the right to reschedule or cancel the training course
4.10. Should an ITL course be cancelled, delegates will be offered the following alternatives:
4.10.1. Participation in the course via Virtual Instructor-Led Training (“VILT”) or Mobile Hot Desk; or
4.10.2. Option to re-schedule to the next available ILT session.
4.11. As per vendor regulations, Torque IT is not permitted to issue attendance certificates on any CompTIA and AXELOS/PeopleCert completed courses.
4.12. Enrolment application forms to be completed in full by the applicant before the enrolment will be processed.
4.13. Clients have the opportunity to re-attend a course at Torque IT, within 6 months of the initial course start date at a cost of R150.00 (excluding VAT) per person per day. The client is responsible for using the original course material received. Re-attendance in terms of this clause
4.13 cannot be ceded to another party.
4.14. Booking of re-attendance courses is subject to full upfront payment of the re-attendance cost before the enrolment will be processed, regardless of whether the Client is an account holder with Torque IT.
4.15. Re-attendance options and benefits only applies to the original nominated delegate/s. Reattendance bookings cannot be substituted by a different nominated delegate/s.
4.16. Client’s re-attending must bring along their own courseware and toolkit that was initially issued for the course/s that will be re-attended, as this will not be provided to the Client again.
4.17. If there is a version change before the re-attendance option expires, a new course will have to be purchased at full cost. The re-attendance option will no longer apply on the old version.
4.18. Minimum required bookings must first be met before any re-attendance bookings will be accepted.
4.19. Torque IT reserves the right to alter, cancel or reschedule any course or instructor without liability and at its discretion. Torque IT will use reasonable efforts to notify you at least one week in advance.
5. EXAMINATION IDENTIFICATION REQUIREMENTS
5.1. Examination requirements are as set out in this clause 5 and/or the Annexure/s. 5.2. When a Client books an examination at a Torque IT branch, the Client will be required to provide an original and valid identification document (ID) that is recognized by the country in which the Client is a citizen or permanent resident. In the absence of a formal identity document, a driver’s license may be accepted, and foreign nationals must provide an official Passport.
5.3. All Clients are required to bring along an original and valid identification document i.e. ID, Driver’s License or Passport each time the Client and/ or its nominated delegate/s reports to a test centre and it is the Client and/ or the nominated delegate’s responsibility to ensure that their Identity documents are up-to-date and available on the day of the test. Prior to entering the testing room, the Client and/ or nominated delegate/s is/are identified and processed for admission by a test administrator in accordance with the examination centre admission requirements.
5.4. Failure to produce the required identification document, will result in the Client and/ or the nominated delegate/s being unable to write the examination and the Client and/ or the nominated delegate/s will be marked absent for the particular examination, resulting in the Client and/ or nominated delegate/s having to re-enrol for the examination and pay the full fee again.
5.5. ID documents must meet all of the following requirements. Each ID document must:
5.5.1. Be an original document, photocopied documents are not acceptable.
5.5.2. Be a government-issued national/state/provincial identity card that is recognized by the country in which you are a citizen or permanent resident.
5.5.3. Be valid, expired documents (bearing expiration dates that have passed) are not acceptable.
5.5.4. Bear your full name exactly (excluding accents) as it was when registering for the test including a recent, recognizable photograph.
5.5.5. Include your signature (the name and signature on the ID document must match).
5.6. An examination booking form will only be regarded as valid if it contains the following Information:
5.6.1. A valid identification number.
5.6.2. A signature.
5.7. The examination booking is provisional. Your booking will only be valid, if accompanied by proof of payment/a purchase order. Final confirmation will be sent once all of the documents are received.
5.8. Examination bookings are to be secured at least one (1) week in advance.
5.9. Examination bookings are subject to availability.
5.10. Postponements, where permitted, must be made in writing with at least 48 working hours’ notice prior to the booked date.
5.11. Cancellations cannot be made once the examination booking is confirmed.
5.12. Once examination bookings are confirmed and the voucher redeemed, a request to cancel will no longer be processed. All redeemed bookings are non-refundable.
6. MICROSOFT TRAINING
Refer Annexure A1
7. AMPG, PEOPLECERT, TOGAF AND ISACA
Refer Annexure A2
8. CISCO Refer
Annexure A3
9. RED HAT Refer
Annexure A4
10. EC-COUNCIL EXAMINATION VOUCHERS
Refer Annexure A5
11. EC-COUNCIL SELF-PACED
Refer Annexure A6
12. COMPTIA SELF-PACED
Refer Annexure A7
13. ISC2 SELF-PACED
Refer Annexure A8
14. PEOPLECERT ELEARNING
Refer Annexure A9
15. PECB eLEARNING
Refer Annexure A10
16. RED HAT LEARNING SUBSCRIPTIONS
Refer Annexure A11
17. CISCO ELT
Refer Annexure A12
18. COMPLAINTS & APPEALS
18.1. All complaints and appeals should be submitted to Torque IT in writing within 2 working days from the incident.
18.2. Torque IT will acknowledge receipt of the complaint within 2 working days.
18.3. Torque IT will nominate a competent member of staff to verify all the necessary information to validate the complaint and to conduct an investigation into the complaint.
18.4. Torque IT will determine the course of action to be taken based on the reported findings and recommendations.
18.5. The decision and outcome of the complaint will be communicated in writing to the complainant by Toque IT.
19. INTELLECTUAL PROPERTY
19.1. All right, title and interest in the intellectual property (including all copyrights, patents, trademarks, trade secrets and trade dress) embodied in the Torque IT offerings shall belong solely and exclusively to Torque IT or the applicable licensors, and Client shall have no rights whatsoever in any of the above, except as expressly granted in this Agreement. 20.
CONFIDENTIALITY
20.1. In connection with this Agreement, each Party may have access to or be exposed to information of the other Party that is not generally known to the public, such as software, product plans, pricing, marketing and sales information, client lists, “know-how,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential (collectively, “Confidential Information”). Confidential Information may not be shared with third parties unless such disclosure is to the receiving party’s personnel, including employees, agents and subcontractors, on a “need-to-know” basis in connection with this Agreement, so long as such personnel have agreed in writing to treat such Confidential Information under terms at least as restrictive as those herein. Each Party agrees to take the necessary precautions to maintain the confidentiality of the other Party’s Confidential Information by using at least the same degree of care as such Party employs with respect to its own Confidential Information of a similar nature, but in no case less than a commercially reasonable standard of care to maintain confidentiality. The foregoing shall not apply to information that (i) was known by one Party prior to its receipt from the other or is or becomes public knowledge through no fault of the recipient; or (ii) is rightfully received by the recipient from a third party without a duty of confidentiality. If a recipient is required by a court or government agency to disclose Confidential Information, the recipient shall provide advance notice to other Party before making such a disclosure. The obligations with respect to Confidential Information shall continue for three (iii) years from the date of disclosure.
21. PROTECTION OF PERSONAL INFORMATION
21.1. The Client hereby consents to the processing of its Personal Information, which may include thirdparties designated by Torque IT, for the purposes as set out in this Agreement and acknowledges that it is aware of the Torque IT’s policy in terms of POPIA which is located at POPIA-PAIA-Policy.
21.2. The Parties agree to be bound by the data privacy and security provisions of the Agreement as more fully set out in Annexure B.
22. LIABILITY
22.1. Torque IT shall not be liable for any loss, damages, costs or expenses directly or indirectly incurred as a result of information supplied by, or misrepresentations, negligence, fraudulent acts or default on the part of the clients, its directors, employees, contractors or agents. The client indemnifies the company and holds it harmless against all and any claims made against it by any party whatsoever in respect of any such loss, damages, costs or expenses and against the actual costs incurred by the company in defending such claims.
22.2. Personal belongings and items belonging to or in the possession of the client or delegate brought onto the training premises are the sole responsibility of the owner and the company accepts no responsibility for such items.
22.3. Torque IT shall not be held liable for any vendor course/examination version releases or changes, at any stage of a delegate’s course/examination booking. Torque IT endeavours to notify customers of such vendor version releases or changes in advance, however this may not always coincide with a delegate/s course/examination date. Delegate/s will be held liable for any applicable cost variances to attend the latest version of a course /examination, based on vendor version upgrades. Delegate/s opting to move course/examination dates to accommodate newer versions, must do so within the specified cancellation period.
22.4. Torque IT will not exchange any pre-issued courseware. In the instance of vendor courseware version changes, prior to course commencement, delegates will be held liable for the total cost of the new courseware.
22.5. The delegate/s acknowledges that they will be working with expensive computer equipment and shall be held liable for any damages suffered by Torque IT to the equipment through any negligent acts by the delegate/s.
23. WARRANTIES
23.1. To the extent permitted by applicable law, Torque IT makes no representation or warranties in respect of the Services provided lecturers and except as expressly provided in this Agreement and to the maximum extent permitted by applicable law, Torque IT and its licensors make no representations, warranties, conditions or guarantees with respect to any software and any other materials or Services covered by or furnished pursuant to this Agreement, including without limitation any implied warranty or condition: (i) of merchantability; (ii) of satisfactory quality; and/or (iii) of fitness for a particular purpose.
23.2. It is hereby recorded that a good standard of training will be upheld at all times.
24. FORCE MAJEURE
24.1. Except for the Clients payment obligations under this Agreement, neither the Client nor Torque IT shall be liable for the failure to perform any obligation of this Agreement in the event and to the extent that such failure is caused by force majeure.
24.2. For the purposes of this Agreement, force majeure shall mean any circumstances beyond the reasonable control of the party giving notice of force majeure (“affected party”) and, without prejudice to the generality of the foregoing, shall include an act, event, omission or accident beyond the reasonable control of the affected party which was not reasonably foreseeable and which is not attributable to any wilful act, neglect or failure to take reasonable preventative action by that party, strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, explosion, terrorist act, epidemic, pandemic or other spread of infectious disease or the imposition of any measures to prevent the spread of disease, nuclear, chemical or biological contamination, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm;
24.3. Each party shall give notice to the other promptly on the occurrence of any force majeure which causes or is likely to cause any failure to perform any obligations hereunder. Such notice shall identify the event (explaining why it will cause such failures), assess the likely consequences and suggest ways of overcoming the problems where after all affected parties shall meet without delay in an endeavour to determine what action if any should be taken to minimize or avoid the consequences of the force majeure.
24.4. Should the force majeure event prevent the performance of a material obligation for a period exceeding 60 (sixty) days, a party shall be entitled to cancel this Agreement on written notice to the other party.
25. BREACH AND TERMINATION
25.1. A party will be in default if:
25.1.1. it commits a material breach of this Agreement that is capable of remedy and fails to remedy the breach within a period of 14 (fourteen) days after receipt of a written request from the other party requiring it to do so; or
25.1.2. it commits a material breach of this Agreement that is not capable of remedy; or
25.1.3. it takes steps to place itself, or is placed, in business rescue proceedings or liquidation, whether voluntarily or compulsory, or in judicial management, whether provisionally or finally, or compromises or attempts to compromise with any of its creditors.
25.2. Notwithstanding clause 26 (Dispute Resolution), if a party is in default, the other party shall be entitled, in addition to all other remedies at law, to cancel this Agreement forthwith by written notice to the party in default and to recover such damages as may have been suffered by it as a result of such breach.
25.3. Nothing herein contained shall be construed as detracting from the rights of either party to claim from the other party specific performance of any of its obligations in terms of this Agreement and to recover from the other party such damages as may have been suffered by it as a result of the other party’s breach as envisaged in clause 25.1.1 to clause 25.1.3.
25.4. In the event of any action being required in order to recover monies, or any action by Torque IT in terms of these terms and conditions, the delegate/company hereby acknowledges that it will be liable for legal costs on the scale as between attorney and own client, which costs shall include costs of a tracing agent and collection commission.
26. DISPUTE RESOLUTION
26.1. Any dispute arising out of or in connection with the Agreement must be resolved in terms of this clause 26Error! Reference source not found.. Disputes must first be referred to senior representatives of each party with settlement authority as soon as possible for attempted resolution.
26.2. The parties’ senior representatives must attempt to resolve the dispute as speedily as possible and will meet as often as necessary to do so. Any settlement must be recorded in writing and signed by authorised persons on behalf of each party. The senior representatives will have failed to resolve the dispute when either party declares this to be the case.
26.3. If the dispute is not resolved by the senior representatives, the dispute will be resolved by way of arbitration at the instance of either party.
26.4. The arbitration will be held subject to the provisions of the Agreement:
26.4.1. in South Africa
26.4.2. with only the parties, their legal representatives, arbitrator/s and any witnesses who may be called to give evidence present; and
26.4.3. otherwise in accordance with the provisions of the Arbitration Foundation of Southern Africa (AFSA”) provided that both the Parties and their legal representatives shall be entitled to attend by video conference.
26.5. The arbitrator will be a senior counsel with no less than ten years standing agreed upon between the Parties. If the Parties cannot agree upon an arbitrator within ten Business Days after the arbitration has been demanded, the nomination will be made by the chairman of AFSA at the request of either Party.
26.6. All information concerning the arbitration proceedings, all evidence led or presented, and the arbitrator’s award will be confidential and final.
26.7. The arbitrator will be obliged to give written reasons for the award.
26.8. This clause 27 will remain valid and enforceable in perpetuity notwithstanding the expiry or termination of the Agreement.
26.9. Notwithstanding the institution and commencement of Arbitration proceedings, either party may nonetheless approach a competent court with jurisdiction for relief of an urgent nature and in circumstances where the arbitrator cannot urgently give such relief.
27. NON-SOLICITATION
27.1. Neither party shall during the subsistence of this Agreement and for 6 (six) months thereafter without the other party’s prior written permission, employ, canvass or solicit for direct or indirect employment any member of the other party’s personnel, which shall for this Agreement include such party’s agents, consultants, contractors, sub-contractors and their respective personnel, or proceed with any application by or on behalf of that member of personnel for direct or indirect employment, if that member of personnel is attached to or has contributed in any way to the Services or any other Torque IT services, or was introduced as a result of the provision of the Services pursuant to this Agreement nor shall it solicit, entice, encourage or persuade any such member of personnel to terminate his/her employment.
27.2. Notwithstanding the provisions of this clause 27, nothing shall prevent either party from hiring the other party’s personnel who have responded to a general advertisement of the one Party, in relation to a vacant position within that party. In the event that either party breaches the provisions of this clause 27, such party shall be obliged to pay, as a placement fee to the other party, an amount equivalent to 25% of the relevant personnel member’s annual remuneration (total cost of engagement) with their new employer.
28. DOMICILIUM
28.1. The Parties choose as their domicilium addresses for all purposes the addresses set out below:
28.1.1. Torque IT: Attention: Torque Technical Computer Training (Pty) Ltd Email: info@torque-it.com With a copy of all legal notices sent to legal@adcorpgroup.com
29. MODERN SLAVERY AND HUMAN RIGHTS
29.1. The Client warrants and undertakes that it shall not, directly or indirectly, engage in, support or permit any form of Modern Slavery, in any form or manner, including, but not limited to: (1) forced labour, (2) forced marriage, (3) trafficking in persons, (4) slavery, (5) servitude, (6) debt bondage, (7) deceptive recruiting for labour or services and (8) worst forms of child labour, as envisaged in the following acts including but not limited to Section 13 of the Constitution of the Republic of South Africa (1996), Section 48 of the Basic Conditions of Employment Act 75 of 1997 (“BCEA”), and Sections 4 and 7 of the Prevention and Combating of Trafficking in Persons Act 7 of 2013 (“PACOTIP Act”) (collectively referred to as “Modern Slavery Laws”), and as more fully outlined in Torque IT’s Human Rights and Modern Slavery Statement available on Adcorp Group’s Website: https://www.adcorpgroup.com/.
29.2. The Client shall maintain accurate employment records in respect of personnel involved in the execution of this Agreement and shall, upon reasonable written notice, permit Torque IT or its authorised representatives to inspect such records to verify compliance with the Modern Slavery Laws. Without limiting the generality of the foregoing, the Client shall ensure that: (1) no original identity or personal documents of employees are retained by the Client; (2) no recruitment, placement, or related fees are levied upon employees or candidates; and (3) employees are afforded the right to terminate their employment freely, subject only to the provision of reasonable notice periods in accordance with applicable labour legislation and contractual terms.
29.3. The Client warrants that it shall not employ or engage any individual under the age of 15 years, or such higher age as may be prescribed by applicable law, and in accordance with Section 43 of the Basic Conditions of Employment Act, 1997, and the provisions of the International Labour Organisation’s Minimum Age Convention, 1973 (No. 138), as ratified by Government.
29.4. The Client warrants that no person under the age of 18 years is employed in any form of work that is hazardous, exploitative, or reasonably likely to jeopardise the child’s health, safety, morals, education, or overall development, including but not limited to work involving exposure to hazardous substances, machinery, elevated positions, or environments deemed unsafe under applicable occupational health and safety regulations as set out in the International Labour Organisations Worst Forms of Child Labour Convention, 1999 (No. 182), and pursuant to the Regulations on Hazardous Work by Children under Section 44 of the BCEA and Section 43 of the Occupational Health and Safety Act 85 of 1993, as amended.
29.5. The Client shall immediately notify Torque IT in writing upon becoming aware of any actual or suspected contravention of the provisions of the applicable Modern Slavery Laws. Upon such notification, the Client shall promptly cooperate with all investigations initiated regarding the matter, and shall immediately take all necessary remedial action, including, but not limited to, ceasing all offending conduct and implementing corrective measures to prevent recurrence.
29.6. A breach of Modern Slavery Laws shall constitute a material breach of any Agreement between Torque IT and the Client, entitling Torque IT to terminate the Agreement with immediate effect and without liability.
30. UNITED NATIONS GLOBAL COMPACT
In consideration of the United Nations Global Compact and where possible, the Parties shall endeavour to implement proportionate human rights protections and environmental stewardship processes across their respective operations and value chains and shall each establish or ensure access to an effective grievance mechanism for affected stakeholders to identify, prevent, report, investigate, and remedy actual or potential adverse human rights and/or environmental impacts.
31. CESSION AND ASSIGNMENT
Save and except for any existing or future book debt of either Party’s business (for which consent from either Party to cede, assign, abandon or transfer its rights, title and interest in and to such book debt shall not be required), neither Party may cede, assign, abandon or transfer its rights and/or obligations contained herein to any third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
32. GOVERNING LAW AND JURISDICTION
All matters arising from or in connection with this Agreement, its validity, existence or termination shall be determined in accordance with the laws for the time being of the Republic of South Africa and the parties hereby submit to the exclusive jurisdiction of the South African courts. 33. WAIVER No relaxations or indulgences granted by Torque IT to the delegate/Client shall in any way be construed as being a waiver or renunciation by Torque IT of any of its rights in terms of this Agreement. Such relaxation or indulgence shall further not be regarded as a negation of the delegate’s/Client’s liability in terms hereof.
34. SOLE AGREEMENT
34.1. This Agreement and terms and conditions, read together with Annexure/s, if applicable, shall form the sole agreement between Torque IT and the delegate/Client. No amendment or variation thereto shall be of any force or effect unless reduced to writing and signed by all the parties concerned, or their duly authorised agents and/or representatives.
34.2. In the event of any conflict between the terms of this Agreement and the terms contained in the Vendor Specific Courses annexure, the content of the Vendor Specific Courses shall take precedence.
35. DISCLAIMER
Torque IT training material is licensed by third-party vendors. As such, Torque IT provides access to the most current version of the training content available at the time of delivery. Torque IT cannot be held liable for any changes in course content, software versions, or the retirement of certification examinations that may occur after the material has been issued.
ANNEXURE B – DATA PRIVACY AND SECURITY
The phrases capitalized shall bear the meaning ascribed to them in the Protection of Personal Information Act 4 of 2013 (“POPIA”).
1. The Parties acknowledge and agree that, for the duration of this Agreement, they may each be exposed to the Personal Information of the other Party.
2. The Parties hereby consent to the lawful processing of its Personal Information in accordance with the provisions of POPIA.
3. The Parties specifically record that all Personal Information shall constitute Confidential Information, and as such shall be protected as provided for in this Agreement.
4. The Parties record further that certain Personal Information exchanged between the Parties, in whatever form, shall constitute such Party’s intellectual property and accordingly, such Party retains all right, title and interest in and to the Personal Information.
5. Each Party shall at all times strictly comply with all applicable laws relating to the protection of Personal Information (including, but not limited to, POPIA) and with all reasonable requirements which a Party may, from time to time, communicate in writing to the other, or which may be required by legislation, regulation or any relevant industry body within the Republic of South Africa.
6. Each Party undertakes that:
6.1. it shall not, at any time Process the Personal Information for any other purpose other than the purpose under which consent was sought and only with the express prior written consent of the other Party and in doing so, shall act and comply within the terms of this Agreement and applicable law;
6.2. all its systems on which the Personal Information may be stored on or Processed, shall at all times be of a minimum standard as required by POPIA and
6.3. it shall only Process Personal information for a lawful purpose and as required under applicable law
7. The Parties hereby expressly provide its consent to the other Party, and that Party’s respective thirdparty service providers and contractors, to process the first Party’s Personal Information in accordance with the terms of this Agreement.
8. The Disclosing Party hereby warrants and undertakes that it shall not provide any Personal Information to the Receiving Party without the prior written consent of the person to whom the Personal Information relates.
9. The Parties shall take all reasonable, appropriate, technical and organisational measures to ensure that the integrity of the Personal Information in its possession or under its control is secure and that such Personal Information is protected against unauthorised or unlawful processing accidental loss, destruction or damage, disclosure or access as required by POPIA and/or all other applicable laws.
10. Should there be a breach of Personal Information, the Parties agree to notify the other Party in writing, immediately upon that Party becoming aware of or having reasonable grounds to believe that the Personal Information of a Data Subject has been accessed or acquired by an unauthorised person and take all appropriate steps to limit the compromise of Personal Information and to restore the integrity of the affected information systems as quickly as possible.
11. To the extent that either Party transfers any Personal Information to a third party who is outside the Republic of South Africa, it shall ensure that the recipient of the Personal Information is subject to laws, binding corporate rules or a binding agreement which provides an adequate level of protection as required by POPIA and/or all other applicable laws.
12. Both Parties indemnify the other Party against all direct and proven losses, arising from or attributable to the other Party’s breach of its obligations under this Agreement.
