Terms & Conditions

Please read these terms carefully before using our services

Last Updated: June 5, 2026

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Smart Roots Trading and Projects (Pty) Ltd, trading as Smartroots Consulting ("Company," "we," "us," or "our"), concerning your access to and use of our website and services.

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not access our website or use our services.

2. Definitions

  • "Services" means the human resources consulting services provided by the Company, including but not limited to employee relations, talent management, HR advisory, organizational development, and training.
  • "Client" means any individual, company, or organization that engages our Services or uses our website.
  • "Confidential Information" means any information disclosed by either party that is marked as confidential or should reasonably be understood to be confidential.
  • "Deliverables" means any reports, documents, recommendations, or other materials produced by the Company in the course of providing Services.

3. Services

3.1 Description of Services

Smartroots Consulting provides strategic human resources consulting services to businesses in South Africa. Our Services include:

  • Employee relations management
  • Talent management and recruitment
  • HR advisory and compliance consulting
  • Organizational development
  • Training and facilitation

3.2 Service Agreements

Specific terms of service, including scope, timeline, fees, and deliverables, will be outlined in a separate Service Agreement or Proposal accepted by both parties. These Terms apply to all Services unless expressly modified in writing.

3.3 No Guarantee of Outcomes

While we strive to provide high-quality services and advice, we cannot guarantee specific outcomes or results. HR outcomes depend on various factors beyond our control, including implementation by the Client, market conditions, and employee responses.

4. Client Obligations

By engaging our Services, you agree to:

  1. Provide accurate, complete, and timely information necessary for us to perform the Services
  2. Cooperate with our consultants and provide access to relevant personnel, records, and facilities
  3. Implement recommendations in a timely manner, where applicable
  4. Notify us promptly of any changes that may affect the Services
  5. Ensure that all individuals attending training sessions are appropriately prepared and briefed
  6. Comply with all applicable laws and regulations in your business operations

5. Fees and Payment

5.1 Fee Structure

Fees for Services will be as specified in the Service Agreement or Proposal. Unless otherwise stated:

  • Fees are quoted in South African Rand (ZAR)
  • Consulting fees may be charged on an hourly, daily, or project basis
  • Training fees are typically per session or per delegate
  • Travel and accommodation expenses may be charged separately where applicable

5.2 Payment Terms

  • Payment is due within 30 days of invoice date unless otherwise agreed
  • A deposit may be required before commencement of Services
  • Late payments may incur interest at the rate of 2% per month
  • We reserve the right to suspend Services for overdue accounts

5.3 Cancellation and Rescheduling

  • Cancellations with less than 48 hours' notice may incur a 50% cancellation fee
  • Cancellations with less than 24 hours' notice may incur a 100% cancellation fee
  • Rescheduling is subject to availability and may incur additional fees

6. Confidentiality

6.1 Mutual Confidentiality

Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the course of our engagement. This obligation survives termination of our agreement for a period of 5 years.

6.2 Exceptions

Confidentiality obligations do not apply to information that:

  • Is or becomes publicly available through no breach of these Terms
  • Was already known to the receiving party prior to disclosure
  • Is independently developed without use of Confidential Information
  • Is required to be disclosed by law or court order

6.3 Data Protection

We will process personal data in accordance with the Protection of Personal Information Act (POPIA) of South Africa. Please refer to our Privacy Policy for details.

7. Intellectual Property

7.1 Ownership of Deliverables

Upon full payment, the Client receives a non-exclusive, non-transferable license to use the Deliverables for their internal business purposes only. All intellectual property rights in the Deliverables remain with the Company.

7.2 Pre-existing Materials

We retain all rights to our proprietary methodologies, tools, templates, and pre-existing materials used in providing the Services.

7.3 Client Materials

The Client retains all rights to their pre-existing materials provided to us. You grant us a limited license to use such materials solely for the purpose of providing the Services.

8. Limitation of Liability

8.1 Disclaimer

To the maximum extent permitted by law, our liability for any claim arising out of or relating to our Services is limited to the total amount paid by you for the specific Services giving rise to the claim.

8.2 Excluded Damages

We will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

  • Loss of profits, revenue, or business opportunities
  • Loss of goodwill or reputation
  • Employee disputes or industrial action
  • CCMA or Labour Court outcomes
  • Any damages arising from reliance on our advice

8.3 Force Majeure

Neither party will be liable for failure to perform obligations due to circumstances beyond their reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

9. Indemnification

You agree to indemnify, defend, and hold harmless Smartroots Consulting, its directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

  • Your use of our Services
  • Your violation of these Terms
  • Your violation of any third-party rights
  • Your failure to implement our recommendations
  • Misrepresentation or concealment of material facts

10. Term and Termination

10.1 Term

These Terms commence when you first use our Services and continue until terminated by either party.

10.2 Termination

Either party may terminate the engagement:

  • With 30 days' written notice for ongoing services
  • Immediately for material breach that is not cured within 14 days of notice
  • Immediately if the other party becomes insolvent or bankrupt

10.3 Consequences of Termination

Upon termination:

  • You remain liable for all fees incurred up to the termination date
  • We will deliver any completed work for which payment has been received
  • Both parties will return or destroy Confidential Information
  • Sections on confidentiality, intellectual property, limitation of liability, and indemnification survive termination

11. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Johannesburg, South Africa.

Before initiating litigation, the parties agree to attempt to resolve disputes through good faith negotiation and, if necessary, mediation.

12. Independent Contractor

Smartroots Consulting is an independent contractor and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. We have no authority to bind the Client in any way.

13. Subcontracting

We may engage subcontractors or associates to assist in providing the Services, provided that we remain responsible for the quality of work and compliance with these Terms.

14. Assignment

You may not assign or transfer these Terms or any rights or obligations without our prior written consent. We may assign these Terms without restriction.

15. Entire Agreement

These Terms, together with any Service Agreement or Proposal, constitute the entire agreement between the parties concerning the subject matter and supersede all prior agreements, understandings, negotiations, and discussions.

16. Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. Failure to enforce any right shall not constitute a waiver.

17. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

18. Amendments

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of our Services constitutes acceptance of the modified Terms.

19. Notices

All notices must be in writing and sent to:

  • Company: info@smartrootsconsulting.co.za or Bonaero Park, Johannesburg, Gauteng
  • Client: The address provided in the Service Agreement or most recent correspondence

20. Contact Information

If you have any questions about these Terms, please contact us:

Important: By using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.