Protector Agreement
AGREEMENT
between
THE PROTECTOR
and
_____________________________________
TABLE OF CONTENTS
10
DEFINITIONS
1.1"BGA" means Bodyguard Agency CC (Registration number CK2008/260133/23);
1.2"CLIENT" means ____________________________________________ ___________________(Identity/Registration number____________________);
1.3"PROTECTOR" means the following person or persons appointed by the CLIENT to render PROTECTION SERVICES:
1.4"PROTECTION SERVICES" means services ordinarily performed by a body guard, supplemented by CLIENT's special requirements that are listed in Annexure "A" hereto;
2. INTERPRETATION
2.1 Clause headings in this agreement are for convenience only and shall not be taken into account in the interpretation hereof.
2.2 In this agreement, words importing a particular gender shall be deemed to include the other genders, words importing natural persons shall be deemed to include corporate bodies and associations of persons, and words importing the singular shall be deemed to include the plural, and vice versa.
2.3 When any number of days is referred to in this agreement, that number shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a business day, in which case the last day shall be the next succeeding business day.
2.4 The contra proferentem rule, ie, rule of construction that the contract shall be interpreted against the party responsible for the drafting or preparation of the agreement, shall not apply in relation to the interpretation of this agreement.
2.5 This agreement constitutes the sole memorandum of the agreement between the parties relating to the subject matter hereof and no representations other than those included in this agreement were made inducing either party to enter into this agreement.
2.6 No variation or addition hereto or consensual cancellation of this agreement shall be of any force or effect unless both the offer and acceptance thereof are reduced to writing.
2.7 No indulgence granted by either party in regard to the enforcement of its rights under this agreement, shall be construed as a waiver of such rights (unless expressed as such in a written document signed by the indulgent party) nor shall such indulgence prejudice the indulgent party from strictly enforcing its rights in the event of the subsequent breach thereof.
3. PROVISION OF SERVICES
3.1 The CLIENT appoints and engages the PROTECTOR to provide PROTECTION SERVICES during the following time period/s and at the following locations:
3.2The CLIENT appoints and engages the PROTECTOR to perform the additional or supplementary services that are listed in Annexure "B" hereto.
3.3 It is recorded that BGA has been appointed by the PROTECTOR as its agent to procure the engagement by the CLIENT of the PROTECTOR, who provides PROTECTION SERVICES to the CLIENT in his capacity as an independent contractor, utilising the skills and experience that the PROTECTOR has developed and acquired.
4. FEES
4.1The CLIENT shall pay the following fees:
4.1.1 R_________________ (________________________________RAND) plus VAT for performing the PROTECTION SERVICES referred to in 3.1 above. Payment thereof shall be made to BGA acting on behalf of the PROTECTOR; and
4.1.2 R_________________ (_________________________________RAND) plus VAT for performing the additional or supplementary services that are listed in Annexure "B" hereto. Payment of any such amount shall be made to BGA on behalf of the PROTECTOR.
4.2 50% of the fees in 4.1 above shall be payable immediately upon signature of this agreement.
4.3 The remaining 50% of the fees in 4.1 above shall be payable on the last day upon which PROTECTION SERVICES are provided to the CLIENT by the PROTECTOR.
4.4 All payments made in terms of this agreement shall be made to the PROTECTOR care of BGA, without deduction or demand, into the following bank account:
5. EQUIPMENT
The PROTECTOR shall supply the equipment that he requires in order to provide the PROTECTION SERVICES.
6. LIABILITY AND INSURANCE
6.1 It is recorded that the PROTECTOR is covered under BGA's Public Liability Insurance, which indemnifies the PROTECTOR up to a maximum of R2 million (TWO MILLION RAND).
6.2 The PROTECTOR shall not be liable for more than R2 million (TWO MILLION RAND) in respect of any damage to the CLIENT's person or property from whatsoever cause arising, as a result of this agreement, whether or not such damage is attributable to any negligence on the part of the PROTECTOR.
7. CONFIDENTIALITY
The PROTECTOR shall not disclose to third parties any information of a reasonably confidential nature that he acquires about the CLIENT as a consequence of this agreement.
8. CANCELLATION FEES
8.1 In the event that the CLIENT cancels the contract within 4 days of the date upon which the Protection Services or additional or supplementary services are due to commence, whichever is the earlier, a cancellation fee equivalent to the fees in 4.1 above shall be immediately due and payable.
8.2 In the event that the CLIENT cancels the contract within 7 days of the date upon which the Protection Services or additional or supplementary services are due to commence, whichever is the earlier, but not within 4 days of such date, a cancellation fee equivalent to 75% of the fees in 4.1 above shall be immediately due and payable.
8.3 In the event that the CLIENT cancels the contract within 14 days of the date upon which the Protection Services or additional or supplementary services are due to commence, whichever is the earlier, but not within 7 days of such date a cancellation fee equivalent to 50% of the fees in 4.1 above shall be immediately due and payable.
8.4 In the event that the CLIENT cancels the contract prior to 14 days of the date upon which the Protection Services or additional or supplementary services are due to commence, whichever is the earlier, a cancellation fee equivalent to 25% of the fees in 4.1 above shall be immediately due and payable.
9. THIRD PARTY INVOICES
In the event that a third party addresses an invoice to the PROTECTOR arising out of the additional or supplementary services provided to the CLIENT by the PROTECTOR, such as a hotel bill or car rental bill, the CLIENT shall immediately upon demand by the PROTECTOR, pay the PROTECTOR care of BGA the full amount of said invoice, including any VAT thereon.
10. REGULATORY AUTHORITY
It is recorded that the PROTECTOR is registered with the Private Security Industry Regulatory Authority/ies of the following states, which Regulatory Authority/ies' name/s and contact details are as follows:
11. BREACH
11.1 If the CLIENT commits a breach of:
11.1.1 clause 4; or
11.1.2 any other terms and conditions of this agreement and fails to remedy such breach within a period of 7 (SEVEN) days of having been given written notice by the PROTECTOR or by BGA on the PROTECTOR's behalf, requiring such breach to be remedied,
the PROTECTOR may, without prejudice to any other right he may have, whether to claim damages, specific performance or otherwise, cancel this agreement without further notice.
11.2 If the PROTECTOR commits a breach of:
11.2.1 clause 7; or
11.2.2 any other terms and conditions of this agreement and fails to remedy such breach within a period of 7 (SEVEN) days of having been given written notice by the CLIENT requiring such breach to be remedied,
the CLIENT may, subject to clause 12, and without prejudice to any other right he may have, whether to claim damages, specific performance or otherwise, cancel this agreement without further notice.
12. SUBSTITUTION OF PROTECTOR
In the event that the PROTECTOR is for any reason unable to perform or to continue to provide the PROTECTION SERVICES or additional or supplementary services personally he, or BGA on his behalf, shall be entitled to appoint a person or persons (who are registered with the Private Security Industry Regulatory Authority of the state/s within which the PROTECTION SERVICES are to be performed and have similar qualifications to the PROTECTOR) to perform the services on his behalf. In such circumstances, the PROTECTOR shall not have breached this agreement.
13. NOTICES AND DOMICILIA
13.1 The parties choose as their respective domicilia citandi et executandi for all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses:
13.1.1 PROTECTOR
C/O BGA
Physical address:
Telephone number:
Email address:
13.1.2 CLIENT
Physical address:
Telephone number:
Email address:
13.2 Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing.
13.3 Either party shall be entitled to change its domiciliary address and/or email address, from time to time, by way of written notice to the other specifying its new domiciliary address and/or email address (as the case may be) provided always, however, that the new domiciliary address is not a post office of post restante address.
13.4 Any notice to a party:-
13.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at its domiciliary address shall be deemed to have been received on the 7th (SEVENTH) business day after posting (unless the contrary is proved);
13.4.2 delivered by hand to a responsible person during ordinary business hours at its domiciliary address shall be deemed to have been received on the day of delivery;
13.4.3 sent by electronic mail to the email address chosen by the addressee for the purposes of this agreement, shall be deemed (unless the contrary is proved) to have been received by the addressee on the date that the email is sent.
13.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domiciliary address or email address (as the case may be).
14. COSTS AND DISBURSEMENTS
Each of the parties shall pay its own costs relating to the negotiation, preparation, execution and implementation of this agreement and any amendments thereto.
15. JURISDICTION AND COSTS
15.1 In the event of any action or application arising out of this Agreement, the parties hereby consent to the jurisdiction of the Magistrate's Court otherwise having jurisdiction under section 28 of the Magistrate's Court Act of 1944, as amended. Notwithstanding that such proceedings are otherwise beyond the said court's jurisdiction, this clause shall be deemed to constitute the required written consent conferring jurisdiction upon the said court pursuant to Section 45 of the Magistrate's Court Act of 1944, as amended.
15.2 Notwithstanding anything to the contrary herein contained the PROTECTOR shall have the right at the PROTECTOR's sole option and discretion to institute proceedings in any other court which might otherwise have jurisdiction.
15.3 In the event of it becoming necessary for the PROTECTOR to take any action against the CLIENT as contemplated herein, the CLIENT agrees to pay to the PROTECTOR all the attendant costs and expenses incurred by the PROTECTOR as between attorney and client.
16. APPLICABLE LAW
This agreement is governed by and shall be construed according to the laws of the Republic of South Africa.
17 SIGNATORIES
17.1 SIGNED at on this day of 20 .
AS WITNESS: For: PROTECTOR
_____________________ _______________________
Name of signatory:
..............................................
The abovementioned signatory warrants by his signature that she is duly authorised hereto
17.2 SIGNED at on this day of 20 .
AS WITNESS: For: CLIENT
_______________________
_____________________ Name of signatory:
..............................................
The abovementioned signatory warrants by his signature that she is duly authorised hereto
Annexure "A"
SPECIAL REQUIREMENTS OF CLIENT
IN RELATION TO THE PROTECTION SERVICES
"Annexure B"
ADDITIONAL OR SUPPLEMENTARY SERVICES
TO BE PERFORMED BY THE PROTECTOR
