Terms and Conditions of Service

Effective Date: February, 13 2025

These Terms and Conditions (“Terms”) govern your use of the services offered by PBC Group (“Company,” “we,” “us,” or “our”). By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.

1. Definitions

  • “Company,” “we,” “us,” or “our”: Refers to PBC Group, located at [Insert PBC Group’s Physical Address].
  • “Client,” “you,” or “your”: Refers to the individual or entity accessing or using our services.
  • “Services”: Refers to the services provided by PBC Group, as described in Section 3 and any specific service agreements or proposals. This may include Business Fix & Transformation Services, Corporate Governance & Oversight, and Responsible AI & Ethics Ethical AI.
  • “Agreement”: Refers to these Terms and Conditions, along with any specific service agreements, proposals, or statements of work executed between the Company and the Client.
  • “Content”: Refers to any data, information, text, graphics, photos, or other materials generated, provided, or made available through the Services.

2. Acceptance of Terms

By accessing, browsing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and any other policies referenced herein, including our Privacy Policy. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

3. Description of Services

PBC Group provides specialized consulting and advisory services focused on:

  • Business Fix & Transformation Services: Assisting organizations in diagnosing challenges, implementing strategic changes, and driving comprehensive business transformation to improve performance and achieve long-term sustainability.
  • Corporate Governance & Oversight: Offering expertise in establishing robust governance frameworks, ensuring compliance, enhancing board effectiveness, and promoting ethical leadership and accountability.
  • Responsible AI & Ethics Ethical AI: Guiding clients in the development and implementation of artificial intelligence solutions that adhere to ethical principles, promote fairness, transparency, and accountability, and mitigate potential risks.

Specific details regarding the scope, deliverables, timelines, and pricing for particular services will be outlined in a separate Service Agreement, Proposal, or Statement of Work (“SOW”) executed between the Company and the Client. In the event of any conflict between these Terms and a specific SOW, the terms of the SOW shall prevail for that specific service.

4. Client Responsibilities

As a Client, you agree to:

  • Provide accurate, complete, and timely information as reasonably requested by the Company to facilitate the provision of Services.
  • Cooperate with the Company in a timely and professional manner.
  • Ensure that any Content or materials you provide do not infringe upon the intellectual property rights of third parties or violate any applicable laws.
  • Comply with all applicable laws and regulations in your use of the Services.
  • Pay all fees for the Services as agreed upon in the relevant SOW.

5. Payment Terms

  • Fees: Fees for the Services will be specified in the applicable SOW.
  • Invoicing: Invoices will be issued monthly, upon completion of milestones, or upfront, as per the SOW.
  • Payment Due Date: All invoices are due and payable on invoice, unless otherwise specified in the SOW.
  • Late Payments: A late payment charge of 1.5% per month or the maximum permissible by law may be applied to overdue balances.
  • Taxes: All fees are exclusive of applicable taxes, duties, or levies, which shall be borne by the Client.
  • Pricing Disclaimer: All pricing provided on our website or initial discussions is an estimate. Final pricing will be confirmed in the formal Service Agreement or Statement of Work (SOW) and may be subject to change based on the final scope, complexity, and duration of the Services.

6. Refunds and Cancellations

  • Cancellation by Client:
    • If the Client cancels a service before its commencement, a cancellation fee of 10% of the total project cost may apply, or any non-refundable deposit will be retained, as specified in the SOW.
    • If the Client cancels a service after its commencement, the Client will be responsible for fees for all work performed up to the date of cancellation, plus any non-cancellable expenses incurred by the Company.
  • Cancellation by Company: The Company reserves the right to cancel or suspend Services if the Client breaches these Terms (e.g., non-payment) or if circumstances beyond the Company’s control prevent the delivery of Services. In such cases, the Company will provide reasonable notice and, where applicable, a pro-rata refund for unrendered services.
  • Refunds: Refund policies specific to certain services (e.g., training courses, software licenses) will be detailed in the respective SOW or service description.

6A. Exclusion of Auxiliary Tools and Platform Costs

  • Unless expressly stated otherwise in the applicable Service Agreement or Statement of Work (SOW), all fees quoted or agreed upon exclude the cost of any auxiliary tools, third-party software, platforms, or infrastructure required to support the delivery of the Services.
  • Where the provision of Services necessitates the use of such tools or platforms (including but not limited to cloud services, analytics platforms, or industry-specific software), the Client shall be solely responsible for procuring, licensing, and maintaining access to such tools at their own cost.
  • The Company shall not be liable for any delays or limitations in service delivery arising from the Client’s failure to provide or maintain such supporting infrastructure.

7. Intellectual Property

  • Company IP: All intellectual property rights in the methodologies, tools, software, templates, and other materials developed or used by the Company in providing the Services (excluding Client Content) shall remain the sole property of the Company.
  • Client Content: The Client retains all intellectual property rights in their own Content provided to the Company. The Client grants the Company a non-exclusive, royalty-free license to use, reproduce, and modify Client Content solely for the purpose of providing the Services.
  • Deliverables: Unless otherwise specified in an SOW, upon full payment for the Services, the Company grants the Client a non-exclusive, perpetual, worldwide license to use the final deliverables for their intended business purposes.

8. Confidentiality

Both parties agree to keep confidential all non-public information received from the other party during the course of the Services, including but not limited to business plans, financial information, trade secrets, and client data. This obligation of confidentiality shall survive the termination of this Agreement.

9. Limitation of Liability

To the maximum extent permitted by law, in no event shall PBC Group or its directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party on the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Our total liability to you for any claim arising out of or relating to these Terms or the Services, regardless of the form of the action, is limited to the amount paid by you to the Company for the Services in the twelve (12) months preceding the event giving rise to the claim.

10. Indemnification

You agree to defend, indemnify, and hold harmless PBC Group and its licensees and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; or (c) your violation of any rights of another party.

11. Termination

We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service or notify us in writing.

12. Governing Law and Dispute Resolution

These Terms shall be governed and construed in accordance with the laws of South Africa, without regard to its conflict of law provisions internationally.

Any dispute arising from or relating to the subject matter of these Terms shall be resolved through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to first attempt mediation. If mediation is unsuccessful, the dispute shall be submitted to binding arbitration in Pietermaritzburg, South Africa, in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA).

13. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

14. Contact Information

If you have any questions about these Terms, please contact our Information Officer: