Verification Agreement

It is hereby agreed that:

Pertaining to Emex:       

1. Impartiality of Service: Emex shall independently verify the business entity, also known as “client”, as contemplated in the Broad Black Economic Empowerment Act, 2003 with specific reference to the Codes of Good Practice and Sectoral Charters.

a. Emex shall audit documents relating to the financial statements, ownership / equity, management control, employment equity, skills development, procurement, enterprise development, socio-economic programmes/ schemes/ donations and other relevant documents including the operations of the entity. The audit will be done according to the published guidelines from the DTI and/or SANAS.

b. Emex shall issue a verification report and certificate based on the above audit to be used by the client to substantiate that the business entity is BEE compliant.

c. After a business entity has been verified the issued Emex certificate will be seen as being public knowledge. Emex is compelled by South African National Accreditation System (SANAS) regulation R47 to present the BEE verification certificate to any entity that may do an enquiry on a verification of a client’s enterprise. The Emex certificate and report will remain the property of Emex and may be withdrawn by Emex as a step to deal with incorrect reference to the Verified Entity’s BEE status.

2. Confidentiality: Emex undertakes to treat all information obtained in the auditing process as confidential and shall reveal no private and unauthorised information further to the BEE certificate, to any third party without prior consent of the client.

3. Rights: Emex shall retain and acquire ownership of the copyrights and all other intellectual property rights in the product of the service, whether oral, tangible, intangible, corporeal, incorporeal and the ownership of its working papers. For the purposes of delivering service to the Verified Entity or other clients, Emex shall be entitled to use or develop knowledge, experience and skills of general and specific application gained through performing the service.

4. Fronting: Emex shall report perceived fronting to the DTI according to the process stipulated by the DTI.  All the associated costs will be borne by the client.  Emex shall not report the perceived fronting if the client rectified the alleged fronting within 14 days.

Pertaining to the Client:

5. Complete Information: In order for the client to receive an objective and credible verification of his enterprise, the client shall provide Emex with all necessary information and documents as requested by Emex.  The client warrants that the information provided is true and accurate and can be used in a court of law.  The client acknowledges and accepts that Emex is keeping all the supplied information on file at the Emex premises.  The client undertakes to provide the Verified Entity’s information within a period of 2 months after payment is made for the verification or the start of the process of verification.

6. Fee:

a. The client acknowledges that the fee supra paid to Emex excludes any fee payable to any other organization for purpose of restructuring shareholding / directorship, business entity, compiling of Employment Equity and Training programmes and plans etc.

b. In the event of a monthly retainer fee, will the fees be payable monthly in advance on the first working day of the month, unless otherwise agreed to by the Client and Emex during the currency of this Agreement.  The purpose of the retainer fee is to pay for the next financial year's verification.  The current values are used to calculate the amounts due to Emex.  At the start of the verification process for the next financial years verification, the amounts will be re-calculated according to the accurate turnover and number of employees.  In the case of an over recovery, the client may elect to be refunded the difference.  In the case of an under recovery, Emex may elect to claim the difference, which is payable by the client, on the presentation of the invoice.

7. Information:

a. In order to enable Emex to perform the Service, the Verified Entity shall promptly procure and supply all information, assistance and access to documentation [in its possession, custody or under its control] and personnel under its control, where required by Emex. The Verified Entity shall inform Emex of any information or developments which may come to its notice and which may reasonably be expected to have a bearing on the Service.

b. Emex may rely on any instruction, request, notice, information, given in writing, by any person whom Emex knows to be or reasonably believes to be authorised by the Verified Entity to communicate with Emex.

c. Emex may communicate with the Verified Entity by electronic mail where an authorized person of the Verified Entity requests Emex to do so, on the basis that in consenting to this method of communication, the Verified Entity accepts the inherent risks (including the security risks of the interception and monitoring of, or unauthorized access to such communications, the risks of manipulation and/or corruption of such communications and the risks of viruses or other harmful devices).

d. Emex may receive information from the Verified Entity or from other sources in the course of delivering the Service and shall: i) be entitled to establish the reliability of information received by it; ii) not be liable to the Verified Entity for any loss or damage in whatever nature and form suffered by Verified entity arising as a result of fraud, misrepresentation, the withholding of information and/or material to Emex or other conduct by default relating to such information, whether on the Verified Entity's part or that of the other sources of information.

8. Payment: The client hereto agree that all outstanding amounts are to be paid as per invoice or debit order signed by the client by no later than 30 days after signature here of. Should the client refuse or fail to adhere to the terms and conditions of this agreement, signatories hereto consent to the listing of detail on credit institutions. Signatories hereto consent that the amounts appearing on Emex documentation are liquid amounts and consent to judgment in the case of any non-payment in terms of Section 57 and 58 of Act 32 of 1944.

9. Use of Certificate: Emex requires that the verified enterprise:(a) conforms to the requirements of the Emex when making reference to its verification status in communication media such as the internet, documents, brochures or advertising (b) does not make or permit the use of any misleading statement regarding its BEE score (c) does not use or permit the use of a BEE Verification Certificate or any part thereof in a misleading manner (d) does not use its verification status in such a manner that would bring Emex into disrepute and lose public trust (e) reproduces any verification report only in full.

10. Refund:

a. When Emex declines the application for verification, there will be a 100% refund to the client.

b. Refunds will not be issued for those who break our terms and conditions.

c. Emex will always endeavour to provide perfect service, and therefore Emex has a policy of no refund to a client if Emex has already done a site visit with the client.

d. Any other refund requests will be given at the discretion of the Company Management.

11. Complaints and Appeals:  The client hereby accepts the process to lodge any complaint and or appeal on the Emex website, to be formally investigated.  The client undertakes to first use these avenues to rectify any situation before using alternative measures.

Common to Both Parties:

12. Restructuring: If the client were to restructure the verified business entity, any verification thereafter for a period of 12 (twelve) months after the date of the invoice, will be done with possible additional costs according to a quotation. The timeframe of a special evaluation will be specified according to the available resources of both parties.  Emex has the right to re-quote if the specified scope of the verification changes during the agreement.

13. Duration of the agreement: This Agreement shall endure from date of commencement for an indefinite period of time, provided that:

a. Emex did not decline the application for verification.  The date on commencement will be the date that Emex accepts the application and proceeds with the verification process;

b. either party hereto may terminate this Agreement by giving 1 (one) month written notice to the other party in advance;

c. in the event that fraudulent / incorrect information was given to Emex, Emex will have the right to immediately terminate the contract between the parties with recourse of all detriment suffered. Emex will further have the right to report such clients to the DTI and to recall the certificate issued without refund.

14. Jurisdiction: The Client and Emex hereby consent to the jurisdiction of the magistrate's court for any legal dispute that might arise from this agreement.

15. Domicilium Citandi et Executandi: It is agreed by the Client and Emex that their addresses mentioned above shall serve as their respective domicili citandi et executandi, being the addresses to which all notices, or other documents may be sent in relation to this agreement.

16. Non-disclosure undertaking: The Parties hereto place on record that the Client will obtain knowledge of Emex's scheme and activities and will have insight into the documentation and information in respect of Emex's operation and intellectual property. Therefore the Client undertakes, not to disclose any information or intellectual property, documentation or knowledge of Emex's business activities to any competitor of Emex and or other person or business which might be a potential client, but not limited to, in any manner whatsoever, and to keep all information, documentation or knowledge received as private and confidential vis a vis competitors and or potential clients of Emex as Emex is the sole proprietor thereof.

17. Entire agreement: This Verification Agreement constitutes the entire record of the agreement between the Parties. No party shall be bound by any express or implied term, representation, warranty or the like not recorded herein. No addition to, variation of, or cancellation of the Verification Agreement shall be of any force or effect unless reduced to writing and signed by or on behalf of the parties.

Thus done and signed at _________________________ on this _________ day of ________________ @@CurrentYear@@.

AS WITNESSES:

Office Use Only:

Other role players for commission purposes (not parties to the agreement):