Security services for groenkloof national park – 5-Year tender (national)

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Bidders must be accredited service providers and members of all professional and other bodies required by the RFP. They must hold all licences, certificates, permits and consents required to perform the services, and maintain them for the contract duration. Personnel must have favourable credit and criminal vetting reports and valid certificates of fitness where required. Bidders must not have committed an act of insolvency. Bidders must initial each page of the standard terms and conditions and Annexure C, or submit detailed objections/amendments; failure to do so is deemed acceptance. B-BBEE credentials and score apply as per the B-BBEE Codes.

2.1 POPIA is a data protection privacy law applicable in South Africa, which seeks to manage and protect a person’s Personal Information

against abuse and misuse by another.

2.2 SANParks has concluded the primary agreement ("Agreement") in South Africa with the Service Provider, in terms of which the

Service Provider will provide to SANParks’ employees the Services.

2.3 In order to provide the Services, the Service Provider, SANParks, and certain Operators will have to process Personal Information

belonging to each other and to the Data Subjects who are the recipients of the Service, namely SANParks employees

2.4 In accordance with the Laws, read together with the provisions of POPIA, the Service Provider, SANParks and where applicable any

Operators have a legal duty to handle the Data Subject’s Personal Information in a specific manner, which duties will be determined

by the service types making up the Services and the type of processing which is carried out by SANParks, the Service Provider and

the Operators.

2.5 Following the above, the Parties are desirous of setting out their respective rights and duties in relation to the Personal Information

which is to be processed under and in terms of the Agreement, which rights and duties are set out below.

3. Responsible party

3.1 In order to provide the Services, the Service Provider may or will have to, as and when required, process Personal Information

pertaining to the Data Subjects, in its capacity as a Responsible Party, which processing will be done as per the provisions set out

under POPIA.

3.2 In accordance with the various Laws, read together with the provisions of POPIA, the Service Provider is under a duty to keep the

Personal Information which it receives from the Data Subjects private and confidential, and not to disclose same to any other party

save under the following circumstances:-

3.2.1 where the Service Provider has obtained the consent from Data Subject to disclose his or her Personal Information to SANParks or

any other party;

Services Agreement-SANParks 2026 INITIAL HERE

3.2.2 where by virtue of the various Laws, the Service Provider has a legal duty to pass the Personal Information onwards to another

party;

3.2.3 where the passing on of such Personal Information is done in order to protect a legitimate interest of the Data Subject;

3.2.4 where the Service Provider is under a contractual duty to provide reports to SANParks, such information will be passed on to

SANParks in a de-identified manner unless SANParks requires identifiable information, as the context requires.

4. Operator

4.1 In order to provide the Services, the Service Provider may have to, as and when required, process Personal Information pertaining to

Data Subjects on behalf of the SANParks, which Services will be provided by the Service Provider in its capacity as an Operator and

not as a Responsible Party and in such capacity warrants and undertakes:

4.1.1 that it will in such capacity comply with the specific obligations in relation to any Personal Information which it may process on behalf

of the SANParks as set out under POPIA as well as any reasonable directions and instructions which SANParks may direct from

time to time;

4.1.2 that it will only use and / or process the Personal Information for the purpose of the Services and for no other purpose;

4.1.3 that it will keep all the Personal Information strictly confidential and not disclose the Personal Information to any other person unless

required by law and only once it has provided SANParks and the Data Subject with adequate warning of this requirement to disclose

and the related details thereof, including the identity of the person who is to receive the Personal Information, the reason for the

disclosure and confirmation that the person to whom the Personal Information is to be disclosed has undertaken to process such

Personal Information in accordance with the provisions of POPIA;

4.1.4 that it will have in place appropriate reasonable technical and organisational measures to protect and safeguard the Personal

Information against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which

in addition, provides a level of security appropriate to the risk represented by the processing and the nature of the Personal

Information to be protected and which safeguards comply with the requirements set out under POPIA;

4.1.5 that it will notify the SANParks immediately where it has reasonable grounds to believe that the Personal Information, which has

been processed by it, has been lost, destroyed, or accessed or acquired by any unauthorised person. In such event, the Service

Provider will (i) comply with all instructions and directions given by SANParks, (ii) take steps to minimise the impact of the security

compromise on SANParks and affected Data Subjects, (iii) provide all information requested by SANParks, and (iv) cooperate fully

with SANParks in relation to any notifications and investigations which SANParks may request assistance with;

4.1.6 that it will process the Personal Information strictly in accordance with the Agreement and this Annexure C, POPIA and the POPIA

processing conditions;

4.1.7 that it will not sell, alienate or otherwise part with the Personal Information or any of the records housing the Personal Information;

4.1.8 that is shall not transfer to a third party, the Personal Information or allow the processing of the Personal Information by a third-

party, including a third-party Operator, without the written consent of SANParks;

4.1.9 that it shall not transfer or process the Personal Information outside of South Africa without the prior written consent of SANParks;

and

4.1.10 that it will ensure that any person acting under its authority, including any employee or third party Operator, shall be obligated to

process the Personal Information only on instructions from it or SANParks and strictly in accordance with this Annexure C, POPIA

and the POPIA processing conditions.

4.2 The obligations in this Annexure also apply to and extend to any Personal Information disclosed to or received by the Service Provider

prior to the signature date of this Annexure.

4.3 The Service Provider warrants that it has the legal authority to give the above-mentioned warranties and fulfil the undertakings set out

hereunder.

4.4 SANParks, in order to ascertain compliance with the warranties and undertakings housed hereunder, will have the right, on reasonable

notice and during regular business hours to view and or audit, either by itself or through an independent agent, the Service Provider’s

facilities, files, and any other data processing documentation needed for the required review, audit and/or independent or impartial

inspection.

4.5 The Service Provider indemnifies and holds SANParks harmless against any loss, damage, action or claim which may be brought by

whomsoever against SANParks or any of its directors or employees in consequence of the Service Provider or its employees,

Operators or any agents breaching any of the warranties and undertakings housed under this clause 4.5 and which breach pertains

to the Personal Information, which the Service Provider or its Operators have received or have been mandated to process in its

capacity as Operator terms of this Annexure C.

4.6 In the event of the Service Provider, its employees, its Operators or agents breaching any of the warranties and undertakings housed

under this clause or breaching any of the provisions of POPIA and / or the POPIA Personal Information conditions, and which breach

pertains to the Personal Information which it has received from SANParks or the Data Subjects and which it has been mandated to

process in terms of this Annexure, in its capacity as Operator, then in such an event, the Service Provider shall be liable for all and

any damages which it may have caused in consequence of said breach, including patrimonial, non-patrimonial and punitive damages

actually suffered by SANParks and / or SANParks employee or family member in consequence of said breach.

4.7 At the request of SANParks, the Service Provider will provide SANParks with evidence of financial resources sufficient to fulfil its

responsibilities set out under this clause, which may include insurance coverage.

5. Data protection and the duties of the contracting parties

5.1 The Service Provider and SANParks will collect and process each other’s Personal Information for the purposes of the Agreement

5.2 Each Party agrees and accepts that they shall process the other Party’s Personal Information in their respective capacities as a

Responsible Party, which processing shall be done in order to pursue and fulfil the objectives and purposes of the Agreement

5.3 Each Party in their respective roles as Responsible Party will processed the other’s Personal Information in accordance with the

provisions of POPIA.

5.4 Each Party, in so far as each other’s Personal Information is concerned agrees:

5.4.1 to take appropriate, reasonable technical and organisational security measures to protect each other’s Personal Information from

(i) unauthorised or accidental destruction; (ii) theft, forgery, loss, or unlawful use; (iii) technical faults; (iv) unauthorised alteration,

copying access; or (v) any other unauthorized Processing;

5.4.2 to immediately notify the other of any data security breach upon its discovery and promptly make available to the other details of

the data security breach;

5.4.3 to reasonably cooperate with each other in order to remediate such data security breach and prevent any recurrence.

5.5 On termination of the Agreement, each Party in so far as each other’s Personal Information is concerned agrees, subject to the

relevant legislation, to destroy or purge any documents, materials, or media that may contain Personal Information pertaining to the

other and shall on request provide the other Party with a written and signed certification confirming the destruction.

1. These standard terms and conditions of contract:-

• are or form part of the special conditions of contract referred to in the General Conditions of Contracts; and
• will form part of the service agreement to be concluded between SANParks and the preferred bidder, upon bid award, and at which

time Annexure A (Contract Schedule) and B (Pricing Schedule) will be concluded.

2. Bidders are required to indicate their acceptance of these standard terms and conditions by initialling (through its authorised representative)

each page of these standard terms and conditions including Annexure C.

Provider to be utilised by the Service Provider to render the 3.4 In the event of a conflict between the documents comprising this

Services and includes Key Personnel; Agreement, such conflict will be resolved in accordance with the

1.13.39 "Premises" means the locations at which the Services will order of precedence, in descending order of priority, as provided

be rendered by the Service Provider as specified in the in clause 3.2 above. In the event of a conflict between the Special

Contract Schedule, and shall include the Sites; Conditions of Contract listed in 3.2 and the GCC, the Special

1.13.40 "Pricing Schedule" means the schedule detailing the rates Conditions of Contract will take precedence.

and manner of the payment of the Contract Price by 3.5 Where Annexures include provisions in respect of which the

Information. 10 SCOPE

7.3 Any information so disclosed shall be disclosed only after 10.1 The scope and details of the Services to be rendered by the

notification to the other Party. Service Provider to SANParks are specified in the Bid

7.4 Notwithstanding this clause, SANParks will be entitled to

Services Agreement - SANParks 2026 INITIAL HERE

Documents and the Contract Schedule. 15 CONSIDERATION AND PAYMENT

10.2 The Service Provider will render the Services such that the 15.1 SANParks will, in consideration for the Services duly rendered,

Services will in all material respects conform to the following: - pay the Service Provider the Contract Price in accordance with

10.2.1 Bid Documents; the Pricing Schedule.

10.2.2 the provisions of this Agreement; 15.2 In the event that the Contract Price is subject to annual price

10.2.3 Good Industry Practices; and adjustment (as provided in the RFP), the Service Provider shall

10.2.4 Service Levels. in accordance with the period specified in the Contract Schedule,

SANParks for consideration a proposed pricing schedule in the11.1 SANParks shall give the Service Provider access to the

format similar to Annexure B. Premises as well as SANParks’ Equipment to the extent

necessary during this Agreement, which access shall be solely 15.3 All payments will be made by way of electronic funds transfer into

for purposes of rendering the Services. the bank account nominated by the Service Provider the details

of which are reflected in the central registry of suppliers that wish11.2 SANParks shall monitor the Services that it receives from the

to supply goods and services to the government of RSA currently Service Provider.

being central supplier database or any government supplier

11.3 SANParks shall provide notice of unsatisfactory performance to registration system in effect at the time of payment.

the attention of the Service Provider for improvement and the

5 (five) days of receipt of such notice by the Service Provider. 16.1 SANParks will not be liable for payment of invoices submitted by

the Service Provider in respect of any fees, rates, expenses11.4 SANParks shall review the reports submitted by the Service

and/or prices that are not reflected in the Contract Schedule or Provider in terms of this Agreement and shall provide feedback

central supplier database or any government supplier

B-BBEE Details: .............................................................................................................. 12

45 general ..................................................................................................................................................................................................... 12

Agreement xxx

Services Agreement - SANParks 2026 INITIAL HERE

1 DEFINITIONS AND INTERPRETATION BBEE Codes as such score is reflected in a valid and up to

1.1 In this Agreement clause headings are for convenience and will date Verification Certificate (as defined in the B-BBEE

not be used in its interpretation. Codes) issued by a Verification Agency (as defined in the B-

BBEE Codes); or in the case of a Qualifying Small Enterprise1.2 Unless the context clearly indicates a contrary intention, an

(QSE) or Exempted Micro Enterprise (EME) the score which expression which denotes:

such QSE or EME is entitled to upon submission of a sworn

1.2.1 any gender includes the other genders; affidavit to this effect, to the extent allowed by procurement

1.2.2 a natural person includes a juristic person and vice versa; laws and BBBEE codes;

and 1.13.8 "Bid Documents" means, collectively, the RFP and Bid

1.2.3 the singular includes the plural and vice versa. Response;

1.3 Any reference to any legislation is to such legislation as at the 1.13.9 "Bid Response" means the documents submitted by the

Signature Date and as amended, re-enacted or substituted from Service Provider as their bid proposal in response to the RFP

time to time thereafter. incorporated into this Agreement by reference and which

1.4 If any provision in a definition is a substantive provision forms an integral part hereof;

conferring any right or imposing any obligation on a Party, then 1.1

of SANParks’ acceptance of its Bid Response and any terms 2 RECORDAL

applicable to such acceptance and which letter was SANParks has appointed the Service Provider to render the

accepted by the Service Provider; Services. The Service Provider has accepted such appointment

1.13.33 "Loss/es" means all direct, indirect and consequential and therefore the Parties agree to bind themselves to the terms

losses, liabilities, costs, expenses, fines, penalties, and conditions contained in this Agreement.

damages, claims as well as related costs and expenses ,

3 STRUCTURE OF THE AGREEMENT unless specifically excluded in terms of this Agreement;

1.13.34 "OHS" means occupational health and safety; 3.1 This Agreement, alongside the GCC, are the terms of the

1.13.35 "OHS Act" means Occupational Health and Safety Act, Act relationship between the Parties.

No. ; 3.2 This Agreement is composed of the documents listed below: -

1.13.36 "Parties" mean SANParks and the Service Provider (as 3.2.1 RFP;

indicated in the Contract Schedule), collectively and "Party" 3.2.2 these Terms and Conditions of Contract;

will mean any one of them as the context may indicate; 3.2.3 Annexures;

1.13.37 "Person" means any person, firm, company, corporation, 3.2.4 Bid Response, including all applicable annexures;

government, state or agency of a state or any association or 3.2.5 Letter of Intent; and

partnership (whether or not having separate legal 3.2.6 Purchase Order.

personality) of two or more of the foregoing;

3.3 The general conditions of contract are in the GCC / General1.13.38 "Personnel" mean employees, approved contractors, sub-

1.1 Unless the context indicates a contrary meaning:

1.1.1 “Data Subject (s)” means the person to whom Personal Information relates, including the Service Provider, SANParks, and

SANParks’ employees who are the recipients of the Services;

1.1.2 “Laws” means those laws which apply to the Services;

1.1.3 “Operator" means any party who processes Personal Information for a Responsible Party;

1.1.4 "Personal Information" means:

(a) information relating to the race, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual

orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of the

person;

(b) information relating to the education or the medical, financial, criminal or employment history of the person;

(c) any identifying number, symbol, e-mail address, physical address, telephone number, location information, online identifier or

other particular assignment to the person;

(d) the biometric information of the person;

(e) the personal opinions, views or preferences of the person;

(f) correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence

that would reveal the contents of the original correspondence;

(g) the views or opinions of another individual about the person; and

(h) the name of the person if it appears with other Personal Information relating to the person or if the disclosure of the name itself

would reveal information about the person,

including Special Personal Information;

1.1.5 "process or processing" means any operation or activity or any set of operations, whether or not by automatic means, performed

by the Responsible Party or Operators including where applicable the Service Provider, SANParks and any other Operator under

the control of SANParks or the Service Provider and concerning a Data Subject’s Personal Information, including—

(a) the collection, receipt, recording, organisation, collation, storage, updating or modification, retrieval, alteration, consultation or

use;

(b) dissemination by means of transmission, distribution or making available in any other form; or

(c) merging, linking, as well as restriction, degradation, erasure or destruction of information;

1.1.6 “POPIA” means the Protection of Personal Information Act, ;

1.1.7 "record" means any recorded information

(a) regardless of form or medium, including any of the following:

(i) writing on any material;

(ii) information produced, recorded or stored by means of any tape-recorder, computer equipment, whether hardware or

software or both, or other device, and any material subsequently derived from information so produced, recorded or

stored;

(iii) label, marking or other writing that identifies or describes anything of which it forms part, or to which it is attached by any

means;

(iv) book, map, plan, graph or drawing;

(v) photograph, film, negative, tape or other device in which one or more visual images are embodied so as to be capable,

with or without the aid of some other equipment, of being reproduced;

(b) in the possession or under the control of a Responsible Party;

(c) whether or not it was created by a Responsible Party; and

(d) regardless of when it came into existence;

1.1.8 “Responsible Party” means a public or private body or any other person which, alone or in conjunction with others, determines

the purpose of and means for processing Personal Information, including where applicable the Service Provider or SANParks;

1.1.9 “Services” means the Services provided by the Service Provider to SANParks and SANParks’ employees under and in terms of

the Agreement;

1.1.10 “Special Personal Information” means

(a) the religious or philosophical beliefs, race or ethnic origin, trade union membership, political persuasion, health or sex life or

biometric information of a Data Subject; or

(b) the criminal behaviour of a Data Subject to the extent that such information relates to—

(i) the alleged commission by a Data Subject of any offence; or

(ii) any proceedings in respect of any offence allegedly committed by a Data Subject or the disposal of such proceedings.

2. Introduction

2.1 POPIA is a data protection privacy law applicable in South Africa, which seeks to manage and protect a person’s Personal Information

against abuse and misuse by another.

2.2 SANParks has concluded the primary agreement ("Agreement") in South Africa with the Service Provider, in terms of which the

Service Provider will provide to SANParks’ employees the Services.

2.3 In order to provide the Services, the Service Provider, SANParks, and certain Operators will have to process Personal Information

belonging to each other and to the Data Subjects who are the recipients of the Service, namely SANParks employees

2.4 In accordance with the Laws, read together with the provisions of POPIA, the Service Provider, SANParks and where applicable any

Operators have a legal duty to handle the Data Subject’s Personal Information in a specific manner, which duties will be determined

by the service types making up the Services and the type of processing which is carried out by SANParks, the Service Provider and

the Operators.

2.5 Following the above, the Parties are desirous of setting out their respective rights and duties in relation to the Personal Information

which is to be processed under and in terms of the Agreement, which rights and duties are set out below.

6.1 In the event of the Agreement being terminated whenever and for whatsoever reason, then in such an event:

6.1.1 the Service Provider undertakes, where it processes the Data Subject’s Personal Information as Operator:

(a) to restore and / or transfer back to SANParks all and any Personal Information pertaining to SANParks employees within a

period of 30 (thirty) days from date of termination of the Agreement;

Services Agreement - SANParks 2026 INITIAL HERE

(b) to confirm in writing simultaneously when a transfer takes place, that all such Personal Information, notwithstanding the return

of same to the Service Provider, will be kept confidential and that it will not under any circumstances use the aforementioned

information for whatsoever reason.

6.2 The Parties respective obligations to maintain confidentiality, privacy and security over Personal Information received pursuant to the

Agreement shall survive the termination or expiration of the Agreement.

6.3 Without limitation of any provision contained in the Agreement, the Parties shall not use or disclose any Personal Information that

such Party creates, receives, maintains, or transmits as a result of entering into or performing the Agreement, other than as expressly

permitted or required by the Agreement or under POPIA.

6.4 Any breach by the Service Provider of its obligations set out in this Annexure C shall be deemed to be a material breach of this

Annexure and every other agreement concluded between the Service Provider and SANParks and shall entitle, but not oblige,

SANParks to immediately terminate the Agreement and any other agreement concluded between the parties on written notice to the

Service Provider.

Services Agreement - SANParks 2026 INITIAL HERE

1 definitions and interpretation ......................................................................................................................................................... 3

2 recordal .................................................................................................................................................................................................... 4

3 structure of the agreement ............................................................................................................................................................. 4

4 duration ..................................................................................................................................................................................................... 5

5 nature of relationship ......................................................................................................................................................................... 5

6 good faith .................................................................................................................................................................................................. 5

7 confidentiality ........................................................................................................................................................................................ 5

8 key account manager............................................................................................................................................................................ 5

9 internal rules.......................................................................................................................................................................................... 5

10 scope ........................................................................................................................................................................................................... 5

11 sanparks responsibility ....................................................................................................................................................................... 6

12 secrecy ....................................................................................................................................................................................................... 6

13 responsibilities of the service provider ...................................................................................................................................... 6

14 delivery of services .............................................................................................................................................................................. 6

15 consideration and payment ................................................................................................................................................................ 6

16 invoices and payment disputes .......................................................................................................................................................... 6

17 audits ........................................................................................................................................................................................................... 6

18 risk of loss ............................................................................................................................................................................................... 6

19 service levels .......................................................................................................................................................................................... 7

20 penalties .................................................................................................................................................................................................... 7

21 service provider warranties and undertakings ....................................................................................................................... 7

22 service provider personnel .............................................................................................................................................................. 8

23 standard operating procedure ....................................................................................................................................................... 8

24 equipment ................................................................................................................................................................................................... 8

25 data protection and processing of personal information .................................................................................................. 8

26 reporting ................................................................................................................................................................................................... 8

27 broad-based black economic empowerment ................................................................................................................................ 8

28 intellectual property .......................................................................................................................................................................... 9

29 intellectual property infringement .............................................................................................................................................. 9

30 limitation of liability ............................................................................................................................................................................. 9

31 occupational laws ............................................................................................................................................................................... 10

32 indemnity and insurance .................................................................................................................................................................... 10

33 dispute resolution ............................................................................................................................................................................... 10

34 breach and termination ..................................................................................................................................................................... 10

35 effects of termination ....................................................................................................................................................................... 10

36 sale, acquisition, merger or change of control .................................................................................................................... 11

37 corrupt gifts and fraud ................................................................................................................................................................... 11

38 cession, assignment and sub-contracting ................................................................................................................................. 11

39 disengagement assistance ................................................................................................................................................................ 11

40 force majeure ........................................................................................................................................................................................ 11

41 addresses and notices ....................................................................................................................................................................... 12

42 sanparks’ subcontractors .............................................................................................................................................................. 12

43 parties’ representatives ................................................................................................................................................................... 12

44 non-solicitation .................................................................................................................................................................................... 12

45 general ..................................................................................................................................................................................................... 12

time to time thereafter. incorporated into this Agreement by reference and which

1.4 If any provision in a definition is a substantive provision forms an integral part hereof;

conferring any right or imposing any obligation on a Party, then 1.13.10 "Business Day" means any day which is not a Saturday,

notwithstanding that it is only in the interpretation clause, effect Sunday or official public holiday in the RSA in terms of the

will be given to it as if it were a substantive provision in the body Public Holidays Act ;

of this Agreement. 1.13.11 "Change Event" means any sale, acquisition, merger, or

1.5 Where any term is defined within the context of any particular other change of control of the Service Provider, whether

clause in this Agreement, the term so defined, unless it is clear occurring directly or indirectly, in a single transaction or a

from the clause in question that the term so defined has limited series of related transactions, including any sale of all or

application to the relevant clause, will bear the same meaning as substantially all of the assets of the Service Provider;

ascribed to it for all purposes in terms of this Agreement, 1.13.12 "Commencement Date" means the date as set out in the

notwithstanding that that term has not been defined in a Contract Schedule;

particular clause. 1.13.13 "Confidential Information" means any information relating

to either of the Parties or this Agreement or to such Party’s

1.6 When any number of days is prescribed, such number will assets and affairs, including all communications (whether

exclude the first and include the last day unless the last day falls written, oral or in any other form) and all reports, statements,

on a day which is not a Business Day, in which case the last day schedules and other data concerning any financial,

will be the next succeeding day which is a Business Day. technical, labour, marketing, administrative, accounting or

1.7 Any reference to days (other than a reference to Business Days) other matter;

or to months or years, will be a reference to calendar days, 1.13.14 "Contract Period" means the duration of this Agreement as

months or years, as the case may be. specified in the Contract Schedule, calculated from the

1.8 The use of the word "including" followed by a specific example/s Commencement Date;

will not be construed as limiting the meaning of the general 1.13.15 "Contract Price" means the amount specified in the

wording preceding it and the rule of interpretation to the contrary Contract Schedule, payable by SANParks to the Service

will not be applied in the interpretation of such general wording Provider for the Services;

or such specific example/s. 1.13.16 "Contract Schedule" means the schedule which sets out

1.9 The rule of construction that the contract shall be interpreted the specific commercial and operational terms applicable to

against or to the disadvantage of the party responsible for the this Agreement and, attached to this Agreement as

drafting or preparation of the agreement (ie the contra Annexure A;

proferentem rule), shall not apply. 1.13.17 "Data" means any data, including personal data as defined

in the Electronic Communications and Transactions Act 251.10 Unless otherwise expressly stated, no provision of this

of 2002, the Protection of Personal Information Act Agreement constitutes a stipulation for the benefit of any Person

and any other legislation related to the protection of data, who is not a Party to this Agreement.

supplied by one Party (“the Disclosing Party”) to the other

1.11 The termination of this Agreement will not affect the provisions Party (“the Receiving Party”) or stored, collected, collated,

of this Agreement which operate after any such termination or accessed or processed on behalf of the Disclosing Party by

which of necessity must continue to have effect after such the Receiving Party, if applicable;

expiration or termination, notwithstanding that the clauses 1.13.18 "Data Subject" means the person to whom or which the

themselves do not expressly provide for this. Personal Information relates;

1.12 Unless otherwise stated in any particular clause of this 1.13.19 "Deliverables" means any deliverable or work product that

and/or Annexures, as may be amended by the Parties in in name and quantity as specified in the Bid Documents;

writing from time to time, and as set out in clause 3.2; 1.13.22 "Existing Material" means any work or materials developed

1.13.2 "Annexures" means the annexures to this Agreement; by or for either Party independently and outside of the

1.13.3 "B-BBEE" means broad-based black economic Agreement and provided during the course of the

empowerment as defined in the B-BBEE Act; Agreement;

1.13.4 "B-BBEE Act" means the Broad-Based Black Economic 1.13.23 "Expiry Date" means the date falling on expiry of the

Empowerment Act ; Contract Period as specified out in the Contract Schedule;

1.13.5 "B-BBEE Codes" means the codes of good practice on B- 1.13.24 "Force Majeure" means acts of God, war, civil war,

pursuant to the B-BBEE Act; Government sanction, rebellion, revolution, insurrection,

1.13.6 "B-BBEE Credentials" mean the B-BBEE profile (including military or usurped power or confiscation, terrorist activities,

gender and race) of an entity that scores B-BBEE points in nationalisation, changes in laws, rules or regulations,

terms of the B-BBEE Codes; blockage, embargo, labour dispute, strike, lock out or

1.13.7 "B-BBEE Score" means the B-BBEE score of an entity interruption or failure of electricity or telephone service,

calculated in accordance with the B-BBEE Act and the B- unavailability of equipment and materials or any event which

Services Agreement - SANParks 2026 INITIAL HERE

the other Party invoking vis major could not reasonably be Agreement as Annexure "B";

expected to prevent or control (including but without any 1.13.41 "Purchase Order" means an official purchase order with a

limitations to any illegal strike or action/s by employees or purchase reference number issued by SANParks to the

servants of any Party to this Agreement) but shall exclude Service Provider for purposes of ordering the Services;

any event caused by the negligence and/or wilful misconduct 1.13.42 "RFP" means the request for proposals issued by SANParks

of such Party or any of its employees or agents by any failure under the reference number set out in the Contract Schedule

to observe the standard of care, diligence and skill to interested parties to submit proposals to SANParks for the

reasonably expected of appropriately qualified and skilled Services, including all annexures thereto;

persons in similar circumstances; 1.13.43 "RSA" means the Republic of South Africa;

1.13.25 "GCC/General Conditions of Contract" means the 1.13.44 "SANParks" means South African National Parks, a

document containing the National Treasury general statutory body with juristic personality established in terms of

conditions applicable to government bids, contracts and section 5 of the now repealed National Parks Act

orders of contract, incorporated into this Agreement by and which continues to exist in terms of Section 54 of the

reference and which forms an integral part hereof; National Environmental Management: Protected Areas Act

1.13.26 "Good Industry Practice" means the exercise of the , as amended;

highest degree of skill, diligence, prudence, judgment, care 1.13.45 "SANParks Equipment" means any equipment, tools,

and foresight and the use of practices, equipment and materials, apparatus and machinery leased to, on loan to,

materials which would reasonably be expected from owned, controlled, operated or in possession of SANParks;

appropriately qualified, experienced and skilled leading 1.13.46 "SANParks Visitors" means visitors to SANParks

professionals with experience in carrying out work of a Premises;

similar scope, type, nature and complexity as to the Services; 1.13.47 "Security Rules" mean SANParks’ security requirements,

1.13.27 "Intellectual Property" means all intellectual property of regulations and procedures, as may be amended by

any nature or form, where-ever situated (and whether SANParks from time to time and include but is not limited to

registered or unregistered), including any copyright, name, inter alia, (i) the right to search the Personnel and any

trading style, mark, logo, trademark, brand, drawing, design, container in the possession of a Personnel or Service

pattern, registered design, patent, invention, discovery, Provider and any motor vehicle driven by a Personnel or

process, formula, know-how, computer software, customer Service Provider whilst at the Premises or (ii) the conducting

lists, rights to domain names, goodwill or any application in of security screening on any Personnel;

respect of any of the foregoing; 1.13.48 "Service Hours" means the hours specified in the Contract

1.13.28 "Internal Rules" mean SANParks’ internal requirements Schedule in terms of which the Service Provider is expected

and procedures, as may be amended by SANParks from to render the Services;

time to time and include but is not limited to inter alia Security 1.13.49 "Service Levels" means the levels and standards of

Rules; performance against which the Services will be measured

1.13.29 "Key Account Manager" means the person designated by from time to time as set out in the RFP;

the Service Provider as its representative who is 1.13.50 "Service Provider" means the provider of the Services in

appropriately qualified and skilled with sufficient seniority, this Agreement, as indicated in the Contract Schedule;

who will act as its primary day-to-day representative for 1.13.51 "Services" means the provision of services as described in

purposes of managing its obligations in terms of the the Contract Schedule;

Agreement and to whom all communications from SANParks 1.13.52 "Signature Date" means the date of signature of this

will be addressed pursuant to clause 8; Agreement by the last of its signatories;

1.13.30 "Key Personnel" means those Personnel listed in the Bid 1.13.53 "Site" means the sites at the Premises where the Services

Response and dedicated by the Service Provider to the will be rendered, as set out in the Contract Schedule;

provision of the Services; 1.13.54 "Site Handover Date" means the date specified as such in

1.13.31 "Law" means the laws of the RSA and will be construed as the Contract Schedule;

any law (including common or customary law), or statute, 1.13.55 "Terms and Conditions of Agreement/TCA" means these

constitution, decree, judgment, treaty, regulation, directive, terms and conditions;

by-law, order or any other legislative measure of any 1.13.56 "Third Party Agreement" means a contract between

government, local government, statutory or regulatory body SANParks and a third party on matters that may be related

or court; to the Equipment; and

1.13.32 "Letter of Intent" means the letter by SANParks to the 1.13.57 "VAT" means Value-Added Tax as levied in terms of the

This Agreement shall be deemed to have commenced on the 7.5 Subject to clause 17.1, upon termination or expiry of this

damages are not an adequate remedy for any breach by either construed as creating any relationship of agency, employment,

accordingly be entitled to the remedies of interdict, specific Provider.

performance and other equitable relief for any threatened or

5.2 The Service Provider will accordingly not be entitled to (i) hold actual breach of any such provision of this clause by the other

itself out as being an agent or partner of SANParks, or as being Party or by any other relevant Person.

in a joint venture with SANParks; (ii) to make any false or

7.7 Each Party shall impose the same confidentiality obligations set misleading representations concerning the Service Provider's

out in this clause upon its employees, sub-contractors, vendors appointment as independent contractor of SANParks; or (iii) to

and other third parties who are in association with it and who may do anything on behalf of SANParks without SANParks prior

have access to any Confidential Information. written consent, or that purports to bind SANParks in any manner

whatsoever. 7.8 Neither Party shall make any public announcement (save for any

announcement required under applicable law or the rules of any6 GOOD FAITH

securities exchange or regulatory body to which such Party or its

6.1 The Parties undertake at all times to do all such things, to affiliates are subject) regarding the subject matter of this

perform all such acts and to take all such steps and to procure Agreement unless such announcement has been approved by

the doing of all such things, the performance of all such actions the other Party, provided that such approval shall not be

and the taking of all such steps as may be open to them and unreasonably withheld or delayed.

necessary for, or incidental to, the putting into effect or

Agreement. 8.1 The Service Provider will appoint a Key Account Manager whose

details are as set out in the Contract Schedule.6.2 The Parties undertake to act towards one another in good faith

in all respects relating to this Agreement. 8.2 The Key Account Manager will co-operate fully and comply with

all instructions issued by SANParks’ representative in relation to7 CONFIDENTIALITY

this Agreement and will report to SANParks on the basis and in

7.1 Either Party will not, at any time after the Signature Date, the format to be determined by SANParks.

notwithstanding any termination or expiry of this Agreement,

8.3 The Service Provider will appoint a substitute Key Account directly or indirectly disclose or use, whether for its own benefit

Service Provider’s and its Personnel’s contact with SANParks relates, the fee payable in respect thereof, the actual time spent

Visitors and employees is confidential. The Service Provider (if applicable), the relevant Personnel who rendered the Services

shall not, and shall ensure that its Personnel do not, disclose to together with the title, rates, accompanying substantiating

any third party any information relating to SANParks Visitors and documents including the, monthly incident/occurrence report and

attendance register, (and other documents that may be relevant) employees, unless such disclosure is with the prior written

and the total fees payable.

consent of SANParks and strictly in accordance with such

16.3 SANParks will pay the invoice only if satisfied that the Services consent, or is otherwise required by and in compliance with the

comply with clause 10. Undisputed invoices will be paid by

Law. SANParks within 30 (thirty) days after receipt of the invoices and

13 RESPONSIBILITIES OF THE SERVICE PROVIDER supporting documents as provided in 16.2 and provided that the

13.1 The Service Provider’s responsibilities in respect of the Services invoices are accurate and meet all relevant legislative and

are fully set out in the RFP and include but are not limited to operational requirements. In the event that SANParks disputes

those as described in the Contract Schedule. any invoice, SANParks will do so by giving the Service Provider

written notice of the nature of the dispute within a period not13.2 The Service Provider will be responsible for timeously arranging

exceeding 14 (fourteen) days of receipt of the invoice. for, and for the costs associated with, the repair of damage

and/or necessary replacement to the Premises and/or SANParks 16.4 The Parties shall endeavour to resolve the dispute as soon as

Equipment caused due to its and/or its Personnel’s negligence possible but within 14 (fourteen) days from receipt of the dispute

and/or wilful default and hereby indemnifies and holds SANParks notice by the Service Provider failing which the dispute shall be

harmless in respect thereof. dealt with in terms of clause 33.

13.3 The Service Provider shall be deemed to have inspected the 16.5 SANParks may set off any amounts due to it in terms of the

and/or use, and to be thoroughly acquainted with the conditions Service Provider.

under which the Services are to be executed, and generally of all 16.6 The Service Provider indemnifies SANParks against any and all

matters which influence the rendering of the Services and shall Losses arising from any breach of this Agreement, including but

comply therewith in all respects. not limited to the submission of incorrect invoice/s, supporting

14.1 If a date or time for delivery of any aspect of the Services is 17 AUDITS

specified in the Bid Documents, the Service Provider will deliver 17.1 The Service Provider shall for the duration of this Agreement and

the Services on or before the specified date or time of delivery. for a period of 5 (five) years after the expiry or termination of this

Provider’s delivery of Services that do not comply with any other and at the premises of the Service Provider or such other

provision of the Agreement, partial or late delivery of the Services premises where the Services are rendered from, all books,

alternatively demand that the Services be performed in records, and supporting documentation related to the rendering

accordance with Good Industry Practices. of the Services and to make copies of and take extracts from

such books, records, and supporting documentation for audit14.4 All costs incurred by the Service Provider resulting from the

purposes. unacceptable Services will be for the Service Provider’s account

and the Service Provider hereby indemnifies and holds 18 RISK OF LOSS

SANParks harmless in respect thereof. 18.1 Subject to the conditions as set out in the Agreement and in this

14.5 Any payment by SANParks under this Agreement will not be clause 18, the Service Provider shall bear the risk of theft and

construed as acceptance by SANParks of any Services loss of or any damage to Premises, property, material,

delivered. equipment at the Premises from Site Handover Date provided

that such theft, loss or damage occurs during the Service Hours

Services Agreement - SANParks 2026 INITIAL HERE

and is as a result of the Service Provider’s negligence and/or actions of SANParks. This clause will apply, despite the fact that

wilful default or the negligence and/or wilful default of any of its payment in respect of the Services may already have been

Personnel or the Service Provider’s breach of this Agreement. effected by SANParks.

18.2 Ownership in or to the Site, Premises, material, equipment at the 21.3 The Service Provider undertakes in favour of SANParks at all

SANParks. Ownership of the Site or immovable property shall 21.3.1 act in accordance with the lawful instructions of SANParks;

remain with the registered owner where SANParks occupies the 21.3.2 use its knowledge and skills to the best advantage of

Premises as the lessee. SANParks;

19 SERVICE LEVELS 21.3.3 not exceed the express or implied limits of the authority

19.1 The Service Provider’s failure to meet agreed Service Levels attendant to its appointment in terms of this Agreement;

may have a material and adverse impact on the operations of 21.3.4 not engage in activities which would detract from the proper

SANParks, which impact may result in SANParks suffering performance of its duties in terms of this Agreement;

damages. Accordingly, in the event that the Service Provider fails 21.3.5 comply with all applicable Laws in performing its obligations

to meet the prescribed Service Levels, then in addition to all other pursuant to this Agreement and shall indemnify SANParks

remedies available to SANParks in Law, SANParks may report its employees and other agents against all Losses incurred

the Service Provider to National Treasury and request that such by SANParks as a result of the Service Provider’s failure to

Service Provider be placed on National Treasury’s List of comply with such Laws;

Restricted Suppliers. 21.3.6 not perform its responsibilities hereunder with actual

knowledge that the manner in which such responsibilities are19.2 In the event that the Service Provider’s failure to perform or to

performed would cause SANParks to be in violation of any render the Services within any prescribed Service Levels is as a

applicable Laws; result of Force Majeure or is solely due to the acts or omissions

21.3.7 be solely responsible for providing all superintendence, directly attributable to SANParks, then the provisions of clause

labour, materials, tools, equipment and all other things, 19.1 shall not apply in that regard only.

whether of a temporary or permanent nature necessary for

20 PENALTIES the provision of the Services;

Subject to GCC Clause 25, SANParks may, without prejudice to 21.3.8 assume responsibility for the actions of its Personnel in

its other remedies in law and/or under this contract, deduct from performing the Services and be solely responsible for their

the Contract Price, as a penalty, a sum calculated on any supervision, direction and control, payment of salary,

unperformed services at the rate as determined in the Contract workers' compensation, disability benefits and the like;

Schedule. To the extent allowed by law, SANParks may claim 21.3.9 when dealing with SANParks’ property, take all reasonable

damages and/or this penalty. SANParks may also claim care and precautions to safe guard such property against

termination of the contract in accordance with the provisions for any loss and/or possible damage whatsoever;

breach in this contract and/or pursuant to clause 23 of the GCC 21.3.10 not do anything that may bring the good name of SANParks

or as otherwise allowed by law. in disrepute. Any such act or omission occasioned by the

21.1 The Service Provider warrants and represents to SANParks that: scope of their employment with the Service Provider, will be

deemed a breach of the Agreement;

21.1.1 Its Personnel have the necessary expertise, skills, 21.3.11 comply with SANParks’ health, safety, security,

experience, resources, equipment and infrastructure to environmental and other standards (whichever is

render the Services in a professional manner and in applicable);

accordance with Good Industry Practices; 21.3.12 co-operate and consult with other service providers of

21.1.2 it is a member of all professional and other bodies as SANParks, should it be necessary for purposes of ensuring

required in terms of the RFP and as may be required by the rendering of the Services in a seamless manner;

applicable legislation and/or relevant industry regulations 21.3.13 maintain complete and accurate records of all Personnel

pertaining to its business and that such membership is rendering Services, copies of their identity documents, and

current and valid and will be maintained for the duration of details of their appointment for the Services to be performed,

the Agreement; and shall provide such records to SANParks upon request;

21.1.3 it holds, and will hold throughout this Agreement, all licences, and

certificates, permits, consents and authorities required to 21.3.14 procure that all Personnel comply the provisions of the OHS

perform its obligations pursuant to this Agreement; Act while rendering the Services at the Premises, and will

21.1.4 its Personnel have been subjected to a credit and criminal ensure the following health and safety requirements are

vetting process and the relevant reports are favourable; adhered to while rendering Services at the Premises:

21.1.5 all Personnel have undergone the necessary occupational 21.3.14.1 to the extent applicable, all Personnel will wear

medical assessments and hold valid certificates of fitness to appropriate personal protective equipment at all times

perform the Services allocated to them, where such while rendering the Services at the Premises;

assessments are required by applicable law or industry 21.3.14.2 no Personnel may be permitted to render Services at the

practice; Premises if such person is medically unfit to safely

21.1.6 it has not committed an act of insolvency as contemplated in perform the work allocated to them;

section 8 of the Insolvency Act ; 21.3.14.3 no Personnel will be permitted to access the Premises

21.1.7 by fulfilling its obligations pursuant to the Agreement, it will or render Services if that person is under the influence of

not be in breach of or default under any other agreement to any intoxicating substance; and

which it is a party or any obligation it otherwise owed to a 21.3.14.4 Personnel granted access to the Premises may not cook

third party; food or sleep at the Premises, unless expressly

21.1.8 all information and documents given to SANParks by the authorised by SANParks in writing.

21.2 The Service Provider further warrants and guarantees that any implement this Agreement on the terms and conditions

faults in the Services discovered by SANParks and rendering the contained herein; and

Services unsuitable for the purpose for which it was acquired 21.4.1.2 this Agreement constitutes an agreement valid and

shall be corrected by the Service Provider at no charge to binding on such Party and enforceable against it in

provided that the faults are not solely directly attributable to the 21.5 A breach of any of the undertakings and/or warranties contained

Services Agreement - SANParks 2026 INITIAL HERE

in this clause will be deemed to be a material breach of the 24.2.2 the Service Provider ensures that all SANParks’ Equipment

forthwith, provided that the Service Provider has failed to remedy thereof.

such breach when called upon to do so in accordance with the 24.3 In the event that the Service Provider will not have notified

provisions of clause 34.2 below, unless such breach is incapable SANParks that any SANParks’ Equipment is not in a good and

of being remedied. A termination under this clause will be without serviceable state of repair within 7 (seven) days of receiving

prejudice to any of SANParks rights. same, the SANParks’ Equipment will be deemed to have been

21.6 The warranties contained in this Agreement are in addition to any provided to the Service Provider in a good and serviceable state

other express, implied and/or statutory warranties applicable to of repair.

the Services. 24.4 In the event that the Service Provider notifies SANParks that the

22 SERVICE PROVIDER PERSONNEL SANParks’ Equipment, or any element thereof is in any manner

22.1 The Personnel to be utilised by the Service Provider in rendering faulty, SANParks will be required to replace or repair such

the Services shall comprise of the personnel in name and/or SANParks’ Equipment at its own cost.

credentials as set out in the Bid Response. 24.5 The Service Provider will be responsible for timeously arranging

22.2 The Service Provider may not re-allocate or replace Key for, and for the costs associated with, the repair of any damage

Personnel without SANParks’ prior written consent, which to the SANParks’ Equipment caused due to its negligence and/or

consent will not be unreasonably withheld. When reallocating or wilful default or the negligence and/or wilful default of any of its

replacing any Key Personnel, the Service Provider must ensure Personnel.

that any replacement must meet any and all criteria set out in the 24.6 Unless expressly provided otherwise, SANParks will be

22.5 The Service Provider shall be responsible for, and hereby Information and, where applicable, intellectual property

indemnifies and hold SANParks harmless against, all such taxes belonging to SANParks.

or contributions, including penalties and interest, as well as for

25.3 The Service Provider hereby warrants in favour of SANParks that minimum wage, overtime or other requirements relative to the

it shall at all times strictly comply with all applicable legislation Personnel. The Personnel are the Service Provider’s employees

which may be in force from time to time and that it shall not, at and the Service Provider shall be fully responsible for them and

any time, copy, compile, collect, collate, process, mine, store, hereby indemnifies and holds SANParks harmless against any

transfer, alter, delete, interfere with or in any other manner use claims made by or on behalf of any such employee.

procedure document regarding security, if applicable. 25.6 The Service Provider’s obligations under this clause will survive

23.2 SANParks will within 7 (seven) days of receipt thereof submit to the termination of this Agreement for any reason.

the Service Provider a second draft. The Parties shall agree a 26 REPORTING

final document within a period of 7 (seven) days thereafter.

26.1 The Service Provider shall be required to submit regular written

27.2 The Service Provider undertakes to provide SANParks, for the to use the SANParks’ Equipment provided that:

duration of the Agreement, with a copy of its valid B-BBEE

24.2.1 SANParks consents in writing to the use of such SANParks’ certificate and/or B-BBEE affidavit (if applicable to the Service

Equipment prior to the use thereof; and Provider in terms of applicable regulations), within 3 (three) days

Services Agreement - SANParks 2026 INITIAL HERE

following written request by duly authorised personnel at manner or form) a Deliverable or make any adaptations or

SANParks, or such other date as SANParks may stipulate from translations of a Deliverable with SANParks’ prior written

time to time. consent, which may be withheld.

27.3 Save in respect of any amendment to the B-BBEE Act or any 28.5 Neither party will obtain any rights in the Existing Material or

other B-BBEE legislation, regulations, practice notes and Codes Intellectual Property of the other Party that was not created in

of Good Practice that may come into force after the date of the performing the Agreement or existed before the commencement

and/or B-BBEE Score, the Service Provider represents and 28.6 The Parties’ respective logo and sub-logos, marks, and trade

warrants that its B-BBEE Credentials and/or B-BBEE Score: names are the Parties’ respective trademarks, and no Person

27.3.1 are as set out in the Bid Response; may use them without written permission. Any other trademark

27.3.2 were measured using the B-BBEE legislation and, the B- or trade name that may appear on the Parties’ marketing material

BBEE Codes in force as at the date of the Bid Response; is the property of its respective owner.

and 28.7 All violations of proprietary rights may be prosecuted to the fullest

27.3.3 were certified by means of a Verification Certificate (as extent permissible under applicable Law.

defined in the B-BBEE Codes) issued by a Verification 29 INTELLECTUAL PROPERTY INFRINGEMENT

Agency (as defined in the B-BBEE Codes) or in the case of

29.1 The Service Provider warrants that no aspect of the Services will a QSE or EME, by means of a sworn affidavit as permitted

infringe any patent, design, copyright, trade secret or other in Law, if applicable.

proprietary right of any third party. The Service Provider

27.4 Should, following the date of the Bid Response, the B-BBEE indemnifies and must defend SANParks against any claims

drop below the B-BBEE Credentials and/or the B-BBEE Score design, copyright, or trade mark and must pay the amount of any

as set out in the Bid Response, then – resulting adverse final judgment (or settlement, which settlement

27.4.1 the Service Provider will in writing notify SANParks of such the Parties will negotiate with the third party). The Service

decrease in its B-BBEE Credentials and/or B-BBEE Score Provider must reimburse SANParks for all costs incurred by

within 7 (seven) days of the Service Provider becoming SANParks in connection with assisting the Service Provider with

aware of such decrease; and the defence of the action immediately on demand (including

27.4.2 SANParks may, upon written notice to the Service Provider, attorney’s fees on an attorney and client basis). SANParks will

request that the Service Provider remedy such decrease in notify the Service Provider of the claim in writing and the Parties

its B-BBEE Credentials and/or B-BBEE Score within a period will have sole control over the defence and/or settlement.

of 90 (ninety) calendar days from the date of such notice, 29.2 If any third party succeeds in its claim for the infringement of any

failing which SANParks may terminate this Agreement on Intellectual Property rights, the Service Provider must within 30

written notice of termination delivered to the Service Provider (thirty) calendar days of the infringing item having been found to

or at any time thereafter if the Service Provider has not so infringe:-

remedied the breach by the time of such termination.

29.2.1 obtain for SANParks the right to continue using the infringing

28 INTELLECTUAL PROPERTY item or the parts that constitute the infringement; or

28.1 Each party will own its Existing Material. All right, title, and 29.2.2 replace the infringing item or the parts that constitute the

ownership to or of any Deliverables, save for any Intellectual infringement with another product that does not infringe and

embedded in any Deliverables, are the sole property of or will its specifications; or

vest in SANParks and SANParks reserves all moral rights therein 29.2.3 alter the infringing item in a way as to render it non infringing

and to the extent that the Service Provider has any rights in the while still in all respects operating substantially in

Deliverables, it hereby cedes same and waives all moral rights accordance with its specifications; or

therein, in favour of SANParks. 29.2.4 withdraw the infringing item and refund SANParks all fees

28.2 Subject to clause 28.1 above, the Service Provider irrevocably: paid by SANParks to the Service Provider for that portion of

28.2.1 cedes, assigns, or transfers to SANParks all the Service the relevant Services specifically with regard to the infringing

Provider’s rights, title and interest in any copyright in all item in the preceding 12 calendar month period.

works that are or may become eligible for copyright arising 29.3 This clause will survive termination of the Agreement.

directly or indirectly from or incidental to the Services; 30 LIMITATION OF LIABILITY

28.2.2 cedes, assigns and transfers to SANParks all right, title and 30.1 To the extent permitted by applicable law, regardless of the form

interest in and to all inventions (including methodologies and (whether in contract, delict or any other legal theory) in which any

products) made within the course and scope of the Services legal action may be brought, the Service Provider shall be liable

under this Agreement; for all Losses incurred by SANParks as a result of the Service

28.2.3 grants to SANParks the exclusive right to alter and adapt the Provider’s failure to comply with the terms and conditions set out

Deliverables; in this Agreement.

28.2.4 assigns to SANParks the rights conferred upon the Service

30.2 Any limitation contained in this clause will not apply to (i) any Provider as author by section 20(1) of the Copyright Act, 98

breach by a Party of the other Party’s proprietary or confidential of 1978;

information or intellectual property; (ii) a Party’s indemnification28.2.5 undertakes, to provide reasonable assistance, when

obligations in terms of the Agreement; (iii) or damages arising requested by SANParks, to execute all instruments and to

from a party’s gross negligence. do all things as may be necessary to vest copyright and

ownership of Deliverables in SANParks and if the Service 30.3 SANParks will not be liable for any loss or damage suffered by

(7) seven days or such period as agreed to in writing breach of the Agreement by the Service Provider or any act,

between the Parties, the Service Provider irrevocably misrepresentation, error or omission made by or on behalf of the

nominates, constitutes and appoints SANParks to be the Service Provider or the Personnel.

Service Provider’s agent, with power to sign all documents 30.4 The Service Provider hereby indemnifies and holds SANParks

and do all other acts, matters and things as may be (and SANParks’ personnel) harmless against any and all:

necessary to give due and proper effect to the terms of this 30.4.1 loss of or damage to any property or injury to or death of any

clause. Any costs to be incurred in this regard will be for person;

SANParks’ account. 30.4.2 Losses that SANParks may suffer or incur arising directly or

28.3 SANParks grants to the Service Provider a revocable, non- indirectly from:

transferable and non-exclusive licence in respect of any 30.4.2.1 wilful misconduct or fraud by the Service Provider or the

Intellectual Property that may be needed to supply the services Personnel;

to SANParks. 30.4.2.2 a breach by the Service Provider of SANParks’

28.4 The Service Provider may only duplicate (or reproduce in any proprietary or Confidential Information, or Intellectual

Property;

Services Agreement - SANParks 2026 INITIAL HERE

30.4.2.3 an infringement by the Service Provider of any patent, senior representatives of the Parties, who are responsible for

design, copyright, trade secret or other proprietary right them, who shall use their reasonable endeavours to settle the

of any third party; or dispute as expeditiously as is practically possible.

30.4.2.4 collusion between the Service Provider (or any of its 33.2 If the dispute cannot be settled as provided for in clause 33.1

Personnel) and any of SANParks’ employees or agents. within fourteen (14) Business Days or within such period as

30.5 This clause is separate and divisible from the rest of this agreed upon by the Parties in writing the dispute will finally be

Foundation and anyone of the Parties may refer the matter for31.1 The Service Provider will at all times comply fully with all

such. applicable labour legislation and occupational laws, which

includes the Service Provider obtaining cover for all of their 33.3 Except as otherwise expressly permitted in terms of this

Personnel suffering bodily injury (including death) by accident or Agreement, neither Party shall be entitled to withhold

disease, which arises out of or in connection with the performance of any of its obligations in terms of this Agreement

performance of the Agreement by the Service Provider. If the pending the settlement of, or decision in, any dispute arising

Service Provider is unsure: between the Parties. Each Party shall, in such circumstances,

continue to comply with its obligations in terms of this Agreement.31.1.1 which occupational laws (or any parts) apply; or

31.1.2 how to comply fully with all applicable occupational laws; 33.4 The provisions of this clause -

31.1.3 the Service Provider must notify SANParks immediately in 33.4.1 constitute an irrevocable consent by the Parties to any

writing. proceedings in terms hereof and no Party shall be entitled to

31.2 Where context allows, the Agreement between SANParks (or withdraw such consent or claim at any such proceedings that

employer as defined in the OHS Act) and the Service Provider it is not bound by such provisions; and

(or mandatory as defined in the OHS Act) in this clause 33.4.2 constitute a separate agreement, severable from the rest of

constitutes the agreement in writing referred to in section 37(2) this Agreement and shall remain in effect despite

of the OHS Act. determination of or invalidity for any reason of this

Agreement.31.3 The Service Provider indemnifies SANParks and SANParks'

employees and agents against all Losses due to or arising from 34 BREACH AND TERMINATION

or related to the Service Provider’s (i) failure to effect and 34.1 This clause exists in addition to s23 and s26 of the GCC and

maintain a program of compliance with occupational laws and does not replace it.

regulations; or (ii) breach of the OHS Act or any regulations 34.2 if a Party (“Defaulting Party”):

thereto, where SANParks: 34.2.1 does not fix any breach of this Agreement (or an order) within

31.3.1 incurs any liability or fines as a result thereof; or the time stipulated in this Agreement (or the relevant order)

31.3.2 is required by Law to provide benefits to, or pay assessments as agreed by the Parties, or where no such time is stipulated,

in respect of, the Service Provider or the Personnel (or their within 5 (five) Business Days of receiving written notice from

heirs or legal representatives) as a result thereof. the other Party to do so;

31.4 Neither SANParks nor its employees or agents shall be 34.2.2 breaches this Agreement materially twice or more in any 6-

responsible for any loss, damage, injury or death, howsoever month period;

caused, to the Service Provider or to its Personnel and the 34.2.3 is insolvent (bankrupt) as set out in the Insolvency Act 24 of

Service Provider hereby indemnifies SANParks and its 1936;

employees and agents and holds SANParks and its employees 34.2.4 has some legal disability, including but not limited to being

and agents harmless against all Losses which the Service placed in liquidation whether provisionally or finally or is

Provider and its Personnel may, at any time, sustain or incur placed under judicial management;

arising out of its access to and the Services performed at the 34.2.5 takes steps to deregister itself (close down) or is

Premises. deregistered;

32 INDEMNITY AND INSURANCE 34.2.6 makes any settlement or arrangement with its creditors; or

34.2.7 fails to pay a court order against it (does not satisfy a writ of32.1 With effect from the Commencement Date and subject to clause

execution) for more than one million rand, within 21 days; 30 the Service Provider irrevocably indemnifies, holds and

undertakes to hold SANParks harmless against all Losses 34.3 then the other Party (“Aggrieved Party”) may, without prejudice

suffered by SANParks out of or, in the widest sense in connection to any of its rights:

with the entering into by SANParks of this Agreement. 34.3.1 claim specific performance of this Agreement; or

32.2 Subject to the provisions of this Agreement, the Service Provider 34.3.2 immediately cancel this Agreement in writing; and

hereby indemnifies and holds SANParks, its servants and agents 34.3.3 claim Losses from the Defaulting Party, including any claim

harmless against all losses suffered as a result of: for any fees already due, where applicable.

32.2.1 a breach of any of the Service Provider’s warranties; and 34.4 Despite any other breach provisions and notice periods

32.2.2 any breach of the provisions of this Agreement by the contained in this Agreement, SANParks may, at its absolute and

Service Provider or by the Personnel, whether such breach sole discretion, terminate the Agreement, upon at least 60 (sixty)

occurs before or after the Loss suffered by SANParks. days’ prior written notice to the Service Provider. In the event of

32.3 The Service Provider hereby warrants that it possesses, as at such termination, SANParks shall make payment to the Service

the Commencement Date and shall maintain throughout the term Provider for all Services performed up to the date of such

of this Agreement, valid and sufficient insurance against any termination.

liability that it may incur in terms of this Agreement or as may be 34.5 The Parties may terminate this agreement by mutual agreement

specified in the RFP. between the Parties.

32.4 The Service Provider shall, upon demand by SANParks, be 34.6 SANParks may terminate this Agreement summarily at any time

obliged to furnish proof of such insurance to SANParks, and, if after the period to remedy the breach has expired, if the Service

reasonably directed to do so, shall increase such insurance in Provider has failed to remedy the defect in the opinion of

accordance with SANParks’ instructions. SANParks, acting reasonably, by giving written notice to the

33.1 Save in respect of those provisions of this Agreement which 34.7 This clause is separate and divisible from the rest of this

provide for their own remedies which would be incompatible with Agreement and remains effective even if this Agreement ends or

arbitration, or in the event of either Party instituting urgent action is invalid.

against the other in any court of competent jurisdiction any 35 EFFECTS OF TERMINATION

dispute arising from or in connection with this Agreement, its 35.1 On termination, cancellation, or expiry of this Agreement:

validity, the Parties’ rights and/or obligations hereunder or its 35.1.1 the Service Provider shall hand-over the Sites back to

termination shall in the first instance be referred to the respective SANParks in substantially the same condition as they were

Services Agreement - SANParks 2026 INITIAL HERE

received; 37.2.3 committing any offence:

35.1.2 the Service Provider must within 5 (five) Business Days 37.2.3.1 under any Law from time to time dealing with bribery,

following such termination, cancellation or expiry, return all corruption or extortion;

SANParks’ Equipment to SANParks in substantially the 37.2.3.2 under any Law creating offences in respect of fraudulent

same condition as they were received, reasonable wear and acts; or

tear excluded; 37.2.3.3 at common law, in respect of fraudulent acts in relation

35.1.3 the Service Provider must stop providing the Services; and to this Agreement or any other contract with SANParks

35.1.4 each Party must deliver to the other Party, or at the other or any other public or private entity; or

Party’s option destroy (and procure the delivery or 37.2.3.4 defrauding or attempting to defraud or conspiring to

destruction by third party contractors of) all originals and defraud SANParks or any other public or private entity.

copies of Confidential Information and proprietary materials 37.3 If the results of any audit of the Services conducted by or on

in its or their possession or under its or their control. behalf of SANParks indicate the possibility of Corrupt Act,

35.2 The Service Provider acknowledges and confirms that no SANParks will, after allowing the Service Provider reasonable

expectation has been created by anyone, by the Agreement or opportunity to investigate that possibility, have the right either by

any other agreement, entitling the Service Provider or the itself, or by its agents, or by requesting the police, to investigate

Personnel to expect:- all the relevant circumstances, to question any relevant

35.2.1 continued service for any period whether definite or Personnel or a third party and the Service Provider will use all

indefinite; reasonable efforts to facilitate any such investigation or enquiry.

35.2.2 the renewal or extension of the term of any agreement; or 37.4 The Service Provider shall reimburse SANParks with all costs

35.2.3 the conclusion of any further agreements with SANParks. incurred by SANParks in exercising any of its rights in terms of

35.3 If any expiry or termination of the Agreement, for any reason, is this clause 37 (including, without limitation, any relevant

regarded as a “dismissal” in Law the Service Provider and increased administrative expenses and attorney and own client

Personnel will not be entitled to the payment of any remuneration costs, where applicable).

or compensation of any nature, including redundancy or other 37.5 The rights of SANParks (to terminate or otherwise) under this

compensatory payments. clause are in addition (and without prejudice) to any other right

35.4 The termination, cancellation, or expiry of this Agreement will not which SANParks may have in Law to claim the amount of loss or

affect the enforceability of the terms that are intended to operate damages suffered by SANParks on account of the acts or

after expiry or termination. omissions of the Service Provider (or to take any action other

than termination of this Agreement).36 SALE, ACQUISITION, MERGER OR CHANGE OF CONTROL

38 CESSION, ASSIGNMENT AND SUB-CONTRACTING36.1 The Service Provider must notify SANParks in writing within 5

(five) Business Days of becoming aware of a Change Event. 38.1 The Service Provider will not cede any of its rights or delegate or

sub-contract any part of its obligations in terms of this Agreement36.2 SANParks may within 1 (one) month of such notification, or within

without SANParks' prior written consent, which may be withheld 1 (one) month of otherwise becoming aware of the Change

at SANParks’ sole discretion. Event, as the case may be, opt to terminate this Agreement by

giving the Service Provider written notice designating a date 38.2 Approval given in terms of clause 38.1 will not relieve the Service

upon which such termination will become effective. Provider of any responsibility, duty or obligation imposed upon it

in terms of this Agreement, or by SANParks. The Service36.3 No Change Event will be effective against and legally binding on

rendering of the Services, all acts, omissions, negligence or obtained. If a Change Event occurs and the Service Provider fails

breaches of the Agreement on the part of the subcontractor or to inform or procure written consent from SANParks, then the

any of its Personnel, and for all acts, omissions or negligence of Service Provider will be deemed to have breached a material

any subcontractor or any of its Personnel. term of this Agreement and SANParks will be entitled to cancel

the Agreement without any prior notice to the Service Provider, 38.3 SANParks may at its sole and absolute discretion pay any

despite anything to the contrary in this Agreement. subcontractor who executed any portion of the Service Provider's

obligations directly and the amount paid to any such36.4 This clause will not be applicable in the event of any change of

subcontractor by SANParks will be deducted from any amount control of the Service Provider or any of its divisions or

due by SANParks to the Service Provider in terms of this subsidiaries whether through the sale of assets, shares,

restructuring of the Service Provider. 39 DISENGAGEMENT ASSISTANCE

37 CORRUPT GIFTS AND FRAUD 39.1 The Service Provider agrees that, notwithstanding the

termination of this Agreement for any reason whatsoever the37.1 The Service Provider warrants that in entering into this

consideration of any kind as an inducement or reward: of 30 (thirty) days from the date of termination specifically:

37.2.1.1 for doing or not doing (or for having done or not having

39.2.1 make the Personnel available to provide assistance, advice done) any act in relation to the obtaining or performance

and guidance to the new service provider or SANParks (or of this Agreement or any other contract with SANParks

SANParks’ customer) as the case may be; or or any other organ of state; or

39.2.2 ensure that all files and records are complete, up to date and37.2.1.2 for showing or not showing favour or disfavour to any

adhere to professional quality standards, failing which Person in relation to this Agreement or any other contract

Provider brings the files, records and/or reports up to37.2.2 entering into this Agreement or any other contract with

standard. SANParks or any other organ of state in connection with

which commission has been paid or has been agreed to be 40 FORCE MAJEURE

paid by the Service Provider or on its behalf, or to its 40.1 No party will be responsible for any breach of this Agreement /

knowledge, unless before the relevant contract is entered failure to perform its obligations caused by circumstances

into particulars of any such commission and of the terms and beyond its control insofar as it is able to prove that:

conditions of any such contract for the payment of such 40.1.1 such failure was due to an impediment beyond its

commission have been disclosed in writing to SANParks; reasonable control;

Services Agreement - SANParks 2026 INITIAL HERE

40.1.2 it could not reasonably have been expected to have taken Service Provider, this will be escalated by Service Provider

such impediment and its effects upon such Party's ability to to SANParks for an intervention. For the duration and limited

perform into account at the time of conclusion of this to the impact, such third-party failure shall entitle the Service

Agreement; and Provider to excused performance; and

40.1.3 it could not reasonably have avoided or overcome the 42.1.3 the Service Provider shall have no authority to relieve others

impediment or at least its effects. appointed by SANParks to undertake services of any of their

40.2 If there is an event of Force Majeure, the Party affected will tell duties, obligations, or responsibilities under their respective

the other immediately of: agreements or contracts, unless expressly authorised by

40.2.1 the cause, nature and extent of the circumstances; SANParks in response to an application by the Service

40.2.2 the expected duration of the circumstances; and Provider in writing to do so.

40.2.3 the extent to which its performance will be affected; 42.2 SANParks shall be responsible for obtaining and maintaining all

and they will meet within 7 days to negotiate other ways to carry necessary licenses, consents or authorities under the Third-

out any affected responsibilities under this Agreement. The Party Agreements (including, without limitation, any consents or

not affected by the circumstances. obligations in terms of the Agreement) and shall be liable for all

fees and other charges payable to any third party pursuant to the40.3 If a Party cannot fulfil a material (significant) part of its

Third Party Agreement. responsibilities under this Agreement for more than 30 days

because of Force Majeure, the other Party may cancel this 43 PARTIES’ REPRESENTATIVES

Agreement without liability to the affected Party, on 7 days’ 43.1 In order to ensure that: –

written notice. 43.1.1 a successful working relationship is maintained between the

41 ADDRESSES AND NOTICES Parties;

43.1.2 any relevant queries, complaints, instructions and/or41.1 Notices

directions in relation to the rendering of the Services can be

41.1.1 Any notice, consent, approval or other communication in effectively and timeously dealt with; and

connection with this Agreement ("Notice") will be in writing in 43.1.3 the Parties have an effective channel for the communication

Notice must be marked in the Contract Schedule. 44 NON-SOLICITATION

41.2 Any Notice takes effect when received by the recipient (or on any 44.1 Either Party shall not during the term of this Agreement and of

later date specified in the Notice) and, unless the contrary is any extension of it and for a period of twelve (12) months after

proved, is deemed to be received: - expiry or termination of this Agreement for any reason

whatsoever, either for itself or on behalf of anyone else, except41.2.1 on the day of delivery, if delivered by hand to a responsible

with the prior written approval of the other Party, directly or person at the recipient’s physical address in 41.1.2 the

indirectly persuade, induce, solicit, encourage or procure any Contract Schedule If delivery is not on a Business Day, or is

employee of the other Party when this Agreement terminates to: after ordinary business hours on a Business Day, the Notice

is deemed to be received on the Business Day after the date 44.1.1 become employed by or interested in any manner

of delivery; whatsoever in anyone other than its current employer, nor

41.2.2 on the first Business Day after the date of transmission, if shall either Party employ any such person in that period on

sent by email to the recipient’s email address in 41.1.2 the either a full-time or part-time basis in any capacity

independent contractor on either a full-time or part-time basis41.3 Despite anything to the contrary in this Agreement, a Notice

in that period; or actually received by a Party is effective even though it was not

44.1.2 terminate his or her employment with its current employer. sent, or delivered, or sent and delivered to its address in 41.1.2

the Contract Schedule. 44.2 If any Party breaches this clause, it shall pay to the aggrieved

Party an amount equal to one (1) year’s salary for any solicited41.4 Service of legal process

employee of the aggrieved Party, as liquidated damages and not

41.4.1 Each Party chooses its physical address referred to in the as a penalty. The amount of the annual salary shall be the total

Contract Schedule as its address at which legal process and annual ‘cost to company’ in effect at the date the employee was

other documents in legal proceedings in connection with this solicited.

Agreement may be served (domicilium citandi et executandi)

41.4.2 Any Party may by Notice to other Party change its address 45.1 Whole Agreement: This Agreement constitutes the sole record

at which legal process and other documents in legal of the Agreement between the Parties in relation to the subject

proceedings in connection with this Agreement may be matter hereof. Neither Party will be bound by any representation,

served to another physical address in South Africa. warranty, promise nor the like not recorded herein. This

Agreement supersedes and replaces all prior commitments,41.5 E-mailed notices of intended legal proceedings as contemplated

undertakings or representations, whether oral or written, in the Institution of Legal Proceedings Against Certain Organs of

between the Parties in respect of the subject matter hereof. State Act will remain subject to section 4(2) of this

Act. 45.2 Waiver: No indulgence granted by a Party will constitute a waiver

of any of that Party's rights under the Agreement; accordingly,42 SANPARKS’ SUBCONTRACTORS

that Party will not be precluded, as a consequence of having

42.1 Where the Service Provider is required to liaise with third parties granted such indulgence, from exercising any rights against the

for purposes of this Agreement, the following provisions will other which may have arisen in the past or which may arise in

apply: the future.

42.1.1 when deemed necessary, SANParks shall notify the Service 45.3 Legal Costs: The Service Provider will pay all legal costs, as

in addition, provides a level of security appropriate to the risk represented by the processing and the nature of the Personal

Information to be protected and which safeguards comply with the requirements set out under POPIA;

4.1.5 that it will notify the SANParks immediately where it has reasonable grounds to believe that the Personal Information, which has

been processed by it, has been lost, destroyed, or accessed or acquired by any unauthorised person. In such event, the Service

Provider will (i) comply with all instructions and directions given by SANParks, (ii) take steps to minimise the impact of the security

compromise on SANParks and affected Data Subjects, (iii) provide all information requested by SANParks, and (iv) cooperate fully

with SANParks in relation to any notifications and investigations which SANParks may request assistance with;

4.1.6 that it will process the Personal Information strictly in accordance with the Agreement and this Annexure C, POPIA and the POPIA

processing conditions;

4.1.7 that it will not sell, alienate or otherwise part with the Personal Information or any of the records housing the Personal Information;

4.1.8 that is shall not transfer to a third party, the Personal Information or allow the processing of the Personal Information by a third-

party, including a third-party Operator, without the written consent of SANParks;

4.1.9 that it shall not transfer or process the Personal Information outside of South Africa without the prior written consent of SANParks;

and

4.1.10 that it will ensure that any person acting under its authority, including any employee or third party Operator, shall be obligated to

process the Personal Information only on instructions from it or SANParks and strictly in accordance with this Annexure C, POPIA

and the POPIA processing conditions.

4.2 The obligations in this Annexure also apply to and extend to any Personal Information disclosed to or received by the Service Provider

prior to the signature date of this Annexure.

4.3 The Service Provider warrants that it has the legal authority to give the above-mentioned warranties and fulfil the undertakings set out

hereunder.

4.4 SANParks, in order to ascertain compliance with the warranties and undertakings housed hereunder, will have the right, on reasonable

notice and during regular business hours to view and or audit, either by itself or through an independent agent, the Service Provider’s

facilities, files, and any other data processing documentation needed for the required review, audit and/or independent or impartial

inspection.

4.5 The Service Provider indemnifies and holds SANParks harmless against any loss, damage, action or claim which may be brought by

whomsoever against SANParks or any of its directors or employees in consequence of the Service Provider or its employees,

Operators or any agents breaching any of the warranties and undertakings housed under this clause 4.5 and which breach pertains

to the Personal Information, which the Service Provider or its Operators have received or have been mandated to process in its

capacity as Operator terms of this Annexure C.

4.6 In the event of the Service Provider, its employees, its Operators or agents breaching any of the warranties and undertakings housed

under this clause or breaching any of the provisions of POPIA and / or the POPIA Personal Information conditions, and which breach

pertains to the Personal Information which it has received from SANParks or the Data Subjects and which it has been mandated to

process in terms of this Annexure, in its capacity as Operator, then in such an event, the Service Provider shall be liable for all and

any damages which it may have caused in consequence of said breach, including patrimonial, non-patrimonial and punitive damages

actually suffered by SANParks and / or SANParks employee or family member in consequence of said breach.

4.7 At the request of SANParks, the Service Provider will provide SANParks with evidence of financial resources sufficient to fulfil its

responsibilities set out under this clause, which may include insurance coverage.

5.3 Each Party in their respective roles as Responsible Party will processed the other’s Personal Information in accordance with the

provisions of POPIA.

5.4 Each Party, in so far as each other’s Personal Information is concerned agrees:

5.4.1 to take appropriate, reasonable technical and organisational security measures to protect each other’s Personal Information from

(i) unauthorised or accidental destruction; (ii) theft, forgery, loss, or unlawful use; (iii) technical faults; (iv) unauthorised alteration,

copying access; or (v) any other unauthorized Processing;

5.4.2 to immediately notify the other of any data security breach upon its discovery and promptly make available to the other details of

the data security breach;

5.4.3 to reasonably cooperate with each other in order to remediate such data security breach and prevent any recurrence.

5.5 On termination of the Agreement, each Party in so far as each other’s Personal Information is concerned agrees, subject to the

relevant legislation, to destroy or purge any documents, materials, or media that may contain Personal Information pertaining to the

other and shall on request provide the other Party with a written and signed certification confirming the destruction.

6. Termination

6.1 In the event of the Agreement being terminated whenever and for whatsoever reason, then in such an event:

6.1.1 the Service Provider undertakes, where it processes the Data Subject’s Personal Information as Operator:

(a) to restore and / or transfer back to SANParks all and any Personal Information pertaining to SANParks employees within a

period of 30 (thirty) days from date of termination of the Agreement;

Services Agreement - SANParks 2026 INITIAL HERE

(b) to confirm in writing simultaneously when a transfer takes place, that all such Personal Information, notwithstanding the return

of same to the Service Provider, will be kept confidential and that it will not under any circumstances use the aforementioned

information for whatsoever reason.

6.2 The Parties respective obligations to maintain confidentiality, privacy and security over Personal Information received pursuant to the

6.3 Without limitation of any provision contained in the Agreement, the Parties shall not use or disclose any Personal Information that

such Party creates, receives, maintains, or transmits as a result of entering into or performing the Agreement, other than as expressly

permitted or required by the Agreement or under POPIA.

6.4 Any breach by the Service Provider of its obligations set out in this Annexure C shall be deemed to be a material breach of this