Terms of Service

These Terms apply to all use of the Site and to all Engagements unless expressly superseded by a signed Proposal or Master Services Agreement. We reserve the right to amend these Terms at any time by posting an updated version on the Site. The revised Terms take effect immediately upon posting. Continued use of the Site or ongoing Engagements after the effective date of any amendment constitutes acceptance of the amended Terms. Material changes affecting active Engagements will be communicated in writing with reasonable notice.

The Site is provided for informational and commercial purposes. You may access and use the Site for lawful purposes only. You must not:

• Use the Site in any way that violates applicable South African or international law or regulation.
• Transmit any unsolicited or unauthorised advertising or promotional material (spam).
• Introduce viruses, trojans, worms, logic bombs, or other malicious or technologically harmful material.
• Attempt to gain unauthorised access to any part of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
• Scrape, crawl, or systematically extract data from the Site without our prior written consent.
• Reproduce, duplicate, copy, sell, or exploit any portion of the Site for commercial purposes without our express written permission.

We reserve the right to suspend or terminate access to the Site at any time and without notice if we reasonably believe you have breached these Terms.

All consulting, training, and advisory services are provided under a separate Proposal or Statement of Work, which, together with these Terms, constitutes the entire agreement between the parties for that Engagement. In the event of any conflict, the Proposal or SOW prevails over these Terms.

Scope changes: Any change to the agreed scope, timeline, or deliverables must be documented in a written Change Order signed by both parties before the additional work commences. Hinc Group is not obligated to perform out-of-scope work without an executed Change Order.

Client obligations: The Client shall provide timely access to relevant personnel, data, systems, and facilities as reasonably required for the Engagement. Delays caused by the Client's failure to provide required access may result in revised timelines and additional fees, which will be communicated in advance.

Fees for each Engagement are set out in the applicable Proposal. Unless otherwise agreed in writing:

Hinc Group reserves the right to suspend work on an Engagement where any invoice remains unpaid for more than 45 days after the due date, without prejudice to any other remedy.

Pre-existing IP: Each party retains ownership of all IP that it owned or developed independently before or outside the Engagement ("Background IP"). Hinc Group's Background IP includes, without limitation, its proprietary methodologies, frameworks, tools, templates, training curricula, and know-how.

Deliverables: Upon receipt of full payment for an Engagement, Hinc Group grants the Client a non-exclusive, non-transferable, royalty-free licence to use the Deliverables for the Client's internal business purposes. Unless the Proposal expressly provides for an assignment of copyright, Hinc Group retains ownership of all IP in the Deliverables, including any Background IP incorporated therein.

Restrictions: The Client may not sub-licence, resell, publish, or otherwise make the Deliverables available to third parties without Hinc Group's prior written consent. The Client may not remove or alter any proprietary notices, watermarks, or attributions in the Deliverables.

Client data: The Client retains ownership of all data, information, and materials provided to Hinc Group for the purposes of an Engagement. The Client grants Hinc Group a limited licence to use such materials solely to perform the Engagement.

Each party ("Receiving Party") agrees to hold the other party's ("Disclosing Party") Confidential Information in strict confidence and not to disclose it to any third party without the Disclosing Party's prior written consent, except:

• To its employees, contractors, or professional advisers who need to know the information for the purpose of the Engagement and who are bound by equivalent confidentiality obligations.
• As required by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permissible) and cooperates with any request to seek a protective order.

Confidentiality obligations survive termination of the Engagement for a period of five (5) years. Hinc Group may reference the existence of an Engagement and the Client's name in its marketing materials and case studies unless the Client expressly requests otherwise in writing.

Hinc Group warrants that:

• It will perform the Engagement with reasonable skill, care, and diligence in accordance with generally accepted professional standards.
• It has the right to enter into the Engagement and to grant the licences described in these Terms.
• The Deliverables will not, to the best of Hinc Group's knowledge, infringe the IP rights of any third party.

Disclaimer: To the maximum extent permitted by applicable law, Hinc Group makes no other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. The Site and all content on it are provided on an "as is" and "as available"basis. We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components.

To the maximum extent permitted by applicable law:

• Exclusion of consequential loss: Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with these Terms or any Engagement, even if advised of the possibility of such damages.
• Cap on liability: Hinc Group's total aggregate liability to the Client for all claims arising out of or in connection with a specific Engagement shall not exceed the total fees paid by the Client to Hinc Group under that Engagement in the twelve (12) months immediately preceding the event giving rise to the claim.
• Site liability: Hinc Group shall not be liable for any loss or damage arising from your use of or reliance on any content on the Site, including any inaccuracies or omissions in such content.

Nothing in these Terms limits or excludes liability for fraud, wilful misconduct, gross negligence, or any other liability that cannot be limited or excluded by law.

The Client agrees to indemnify, defend, and hold harmless Hinc Group and its directors, officers, employees, agents, and subcontractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's use of the Site in violation of these Terms.
• The Client's breach of any representation, warranty, or obligation under these Terms or a Proposal.
• Any third-party claim arising from the Client's use of the Deliverables in a manner not authorised by these Terms.
• Any inaccuracy in data, information, or materials provided by the Client to Hinc Group for the purposes of an Engagement.

Termination for convenience: Either party may terminate an Engagement by giving the other party not less than 30 days' written notice. In such event, the Client shall pay Hinc Group for all work performed and expenses incurred up to the effective date of termination, plus any non-cancellable third-party costs committed by Hinc Group in connection with the Engagement.

Termination for cause: Either party may terminate an Engagement immediately by written notice if the other party:

• Commits a material breach of these Terms or the applicable Proposal and fails to remedy the breach within 14 days of receiving written notice of the breach.
• Becomes insolvent, is placed under business rescue, or makes a general assignment for the benefit of its creditors.

Effect of termination: Termination does not affect any accrued rights or obligations. Sections 6, 7, 9, 10, 13, and 14 survive termination.

Neither party shall be in breach of these Terms or liable for any delay or failure to perform its obligations if such delay or failure results from circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, government action, power failures, or internet outages ("Force Majeure Event"). The affected party must notify the other party promptly and use reasonable endeavours to mitigate the impact of the Force Majeure Event. If the Force Majeure Event continues for more than 60 days, either party may terminate the affected Engagement by written notice without liability, subject to payment for work completed to the date of termination.

Negotiation: The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms or any Engagement through good-faith negotiation between senior representatives of each party for a period of not less than 30 days after written notice of the dispute.

Mediation: If the dispute is not resolved through negotiation, either party may refer the dispute to mediation administered by the Arbitration Foundation of Southern Africa (AFSA) in accordance with its then-current mediation rules.

Arbitration: If mediation fails or is not agreed within 15 days of referral, the dispute shall be finally resolved by binding arbitration administered by AFSA in accordance with its then-current arbitration rules. The arbitration shall be conducted in Pretoria, South Africa, in the English language, before a single arbitrator agreed upon by the parties or, failing agreement, appointed by AFSA. The arbitrator's award shall be final and binding and may be made an order of court.

Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.

These Terms and all Engagements are governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict-of-law principles. Subject to the dispute resolution clause above, each party irrevocably submits to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Division, Pretoria) for the resolution of any dispute not referred to arbitration.

Each party shall comply with all applicable data protection laws, including POPIA, in connection with any Personal Information processed under or in connection with these Terms or an Engagement. Hinc Group's collection and use of Personal Information is further described in the Privacy Policy. Where Hinc Group processes Personal Information on behalf of the Client as an operator (processor), the parties shall enter into a separate data processing agreement setting out the applicable obligations.

Both parties shall comply with all applicable anti-bribery and anti-corruption laws, including the Prevention and Combating of Corrupt Activities Act 12 of 2004 (PRECCA) and the UK Bribery Act 2010 (where applicable). Neither party shall offer, pay, promise, or authorise any payment or benefit to any person for the purpose of improperly influencing any decision in connection with these Terms or any Engagement.

Hinc Group is committed to transformation and B-BBEE compliance in accordance with applicable South African legislation. The Client acknowledges that Hinc Group's B-BBEE status may be verified by an accredited rating agency.

For questions about these Terms or any Engagement, please contact us: