Catalyst Digital Operations (Pty) Ltd, Last updated: July 2026
These Terms of Engagement ("Terms") govern the provision of consulting, technology, and related services by Catalyst Digital Operations (Pty) Ltd ("Catalyst", "we", "us") to clients ("Client", "you") who engage our services. By signing a Statement of Work, Proposal, or Service Agreement referencing these Terms, you agree to be bound by them.
These Terms apply to all forms of engagement including project-based engagements, retainer arrangements, diagnostic services, and advisory services. Specific service terms are set out in individual Statements of Work or Service Agreements, which take precedence over these Terms in the event of conflict.
Catalyst will perform services as described in the applicable Statement of Work or Service Agreement. We will exercise reasonable skill and care in providing services and will apply the professional standards appropriate to the type of work being performed.
We reserve the right to subcontract portions of an engagement to qualified individuals or entities, subject to maintaining responsibility for the quality and delivery of the overall engagement. We will not subcontract work without informing the Client.
Services are provided on the basis of the information and access provided by the Client. The accuracy and completeness of information provided by the Client is the Client's responsibility.
Fees are as set out in the applicable Statement of Work or Service Agreement. Unless otherwise agreed:
Payment terms are 14 days from date of invoice unless otherwise agreed. Overdue invoices attract interest at the prime lending rate plus 2% per annum, calculated daily on the outstanding balance.
Catalyst reserves the right to suspend services where invoices remain unpaid beyond 30 days from the due date, without liability for any resulting delay or loss.
To enable Catalyst to deliver services effectively, the Client agrees to:
Delays caused by the Client's failure to fulfil these obligations may affect delivery timelines and costs. Catalyst will notify the Client of any such impact as soon as reasonably practicable.
Unless otherwise agreed in writing:
Each party agrees to keep confidential all information disclosed by the other party that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this clause; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prior notice where legally permissible.
These confidentiality obligations survive the termination of the engagement for a period of three years.
Catalyst's total liability to the Client, whether in contract, delict, or otherwise, arising from or in connection with an engagement, is limited to the total fees paid by the Client under the applicable Statement of Work in the 12 months preceding the event giving rise to the claim.
Catalyst is not liable for any indirect, consequential, special, or punitive losses, including loss of profit, loss of revenue, loss of data, or loss of business opportunity, even if advised of the possibility of such losses.
Nothing in these Terms limits liability for fraud, gross negligence, or wilful misconduct.
Either party may terminate an engagement by giving written notice as specified in the applicable Statement of Work. Where no notice period is specified, 30 days' written notice applies.
Upon termination, the Client will pay all fees for work completed up to the effective date of termination and any reasonable costs incurred in connection with the termination. Where a fixed-fee engagement is terminated by the Client after commencement, fees may be adjusted pro-rata based on work completed, subject to any minimum fee provisions in the Statement of Work.
Catalyst may terminate an engagement immediately upon written notice if the Client materially breaches these Terms and fails to remedy the breach within 14 days of written notice requiring it to do so.
These Terms are governed by the laws of the Republic of South Africa. Any disputes arising from or in connection with these Terms will be subject to the jurisdiction of the courts of South Africa. The parties agree to attempt to resolve disputes through good-faith negotiation before initiating formal proceedings.
These Terms, together with the applicable Statement of Work or Service Agreement, constitute the entire agreement between the parties in respect of the engagement and supersede all prior representations, negotiations, and understandings.
No variation to these Terms is effective unless made in writing and signed by authorised representatives of both parties. No waiver of any provision is effective unless in writing, and no waiver constitutes a continuing waiver.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.
Enquiries regarding these Terms may be directed to: info@catalystdigitaloperations.com