Provision of cleaning services in KZN coastal and surrounding areas for TRANSNET soc ltd

The tender is for the provision of cleaning services across Transnet Property facilities in the KwaZulu-Natal coastal and surrounding areas. The contract duration is 36 months. The scope covers a non-exhaustive list of buildings, including offices, toilets, mess halls, ablutions, workshops, warehouses, training schools, and other operational spaces. The areas listed are indicative, and the scope may be extended to additional locations based on Transnet’s business requirements.

Scope: Provision of cleaning services for Transnet Property facilities in KwaZulu-Natal coastal and surrounding areas. Coverage includes but is not limited to: offices, toilets, mess halls, ablutions, workshops, warehouses, training schools, garages, and other operational buildings. The listed areas are indicative; the scope may extend to additional locations as determined by Transnet’s operational needs.

This Agreement is entered into by and between:

Transnet SOC Ltd [Registration Number 1990/000900/30] whose registered address is 150

Commissioner Street, Johannesburg, 2000 - Republic of South Africa [Transnet]

and

________________ [Registration Number ______________] whose registered address is

________________________________ [Service Provider].

Now therefore, IT is agreed:

1.1 Transnet hereby appoints the Service Provider to provide, and Transnet undertakes to

accept the supply of provision of Services provided for herein, as formally agreed between

the Parties and in accordance with the Schedule of Requirements / Work Orders issued as

a schedule to this Agreement; and

1.2 the Service Provider hereby undertakes to provide the Services provided for herein, as

formally agreed between the Parties and in accordance with the Schedule of Requirements

issued as a schedule to this Agreement.

2 definitions

Where the following words or phrases are used in this Agreement, such words or phrases shall have the

meaning assigned thereto in this clause, except where the context clearly requires otherwise:

2.1 AFSA means the Arbitration Foundation of South Africa;

2.2 Agreement means this Agreement and its associated schedules and/or annexures and/or

appendices, and/or schedules, including the Schedule of Requirements/Work Orders, the technical

specifications for the Services and such special conditions as shall apply to this Agreement, together

with the General Tender Conditions and any additional provisions in the associated bid documents

tendered by the Service Provider [as agreed, in writing, between the Parties], which collectively and

exclusively govern the provision of Services by the Service Provider to Transnet;

2.3 Assignment refers to the transfer of rights and obligations in a contract from an assigner to an

assignee.

2.4 Background Intellectual Property means all Intellectual Property introduced and required by

either Party to give effect to their obligations under this Agreement owned in whole or in part by or

licensed to either Party or their affiliates prior to the Commencement Date or developed after the

Commencement Date otherwise pursuant to this Agreement;

2.5 Business Day(s) means Mondays to Fridays between 07:30 and 16:00, excluding public holidays

as proclaimed in South Africa;

2.6 Cession refers to the transfer of only the rights a service provider has in terms of a contract from it

to a third party.

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2.7 Commencement Date means _____________ , notwithstanding the signature date of this

Agreement;

2.8 Confidential Information means any information or other data, whether in written, oral, graphic

or in any other form such as in documents, papers, memoranda, correspondence, notebooks,

reports, drawings, diagrams, discs, articles, samples, test results, prototypes, designs, plans,

formulae, patents, or inventor’s certificates, which a Party discloses or provides to the other Party

[intentionally or unintentionally, or as a result of one Party permitting the representative of the

other Party to visit any of its premises], or which otherwise becomes known to a Party, and which is

not in the public domain and includes, without limiting the generality of the term:

a) information relating to methods of operation, data and plans of the disclosing Party;

b) the contents of this Agreement;

c) private and personal details of employees or clients of the disclosing Party or any other

person where an onus rests on the disclosing Party to maintain the confidentiality of such

information;

d) any information disclosed by either Party and which is clearly marked as being confidential or

secret;

e) information relating to the strategic objectives and planning of the disclosing Party relating to

its existing and planned future business activities;

f) information relating to the past, present and future research and development of the

disclosing Party;

g) information relating to the business activities, business relationships, products, services,

customers, clients and Subcontractors of the disclosing Party where an onus rests on the

disclosing Party to maintain the confidentiality of such information;

h) information contained in the software and associated material and documentation belonging

to the disclosing Party;

i) technical and scientific information, Know-How and trade secrets of a disclosing Party

including inventions, applications and processes;

j) Copyright works;

k) commercial, financial and marketing information;

l) data concerning architecture, demonstrations, tools and techniques, processes, machinery

and equipment of the disclosing Party;

m) plans, designs, concepts, drawings, functional and technical requirements and specifications

of the disclosing Party;

n) information concerning faults or defects in Goods, equipment, hardware or software or the

incidence of such faults or defects; and

o) information concerning the charges, fees and/or costs of the disclosing Party or its

authorised Subcontractors, or their methods, practices or service performance levels actually

achieved;

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2.9 Copyright means the right in expressions, procedures, methods of operations or mathematical

concepts, computer program codes, compilations of data or other material, literary works, musical

works, artistic works, sound recordings, broadcasts, program carrying signals, published editions,

photographic works, or cinematographic works of the copyright owner to do or to authorise the

doing of certain acts specified in respect of the different categories of works;

2.10 Data means all data, databases, documents, information, graphics, text or other material in an

electronic or tangible medium which the Parties to this Agreement generate, collect, process, store

or transmit in relation to their business;

2.11 Designs mean registered Designs and/or Design applications and will include the monopoly right

granted for the protection of an independently created industrial design including designs dictated

essentially by technical or functional considerations as well as topographies of integrated circuits

and integrated circuits;

2.12 Expiry Date means _________________;

2.13 Foreground Intellectual Property means all Intellectual Property developed by either Party

pursuant to this Agreement;

2.14 ICC Incoterms means the the latest version of commercial trade terms as published by the

International Chamber of Commerce, Paris [ICC], which are otherwise referred to as purchase terms

and which define precisely the responsibilities, costs and risks of the buyer [Transnet] and the

seller [the Supplier]. Incoterms are only applicable to contracts involving the import or export of

Goods from one country to another and for the purpose of this Agreement, if applicable, shall mean

the designated Incoterm as stipulated in Schedule 1 hereto. Further details of the Incoterm

[purchase terms] for this Agreement, if applicable, can be viewed at the International Business

Training website - http://www.i-b-t.net/incoterms.html;

2.15 Intellectual Property means Patents, Designs, Know-How, Copyright and Trade Marks and all

rights having equivalent or similar effect which may exist anywhere in the world and includes all

future additions and improvements to the Intellectual Property;

2.16 Know-How means all Confidential Information of whatever nature relating to the Intellectual

Property and its exploitation as well as all other Confidential Information generally relating to

Transnet’s field of technology, including technical information, processing or manufacturing

techniques, Designs, specifications, formulae, systems, processes, information concerning materials

and marketing and business information in general;

2.17 Parties mean the Parties to this Agreement together with their subsidiaries, divisions, business

units, successors-in-title and assigns;

2.18 Party means either one of these Parties;

2.19 Patents mean registered Patents and Patent applications, once the latter have proceeded to grant,

and includes a right granted for any inventions, products or processes in all fields of technology;

2.20 Permitted Purpose means any activity or process to be undertaken or supervised by a Staff

member of one Party during the term of this Agreement, for which purpose authorised disclosure of

the other Party’s Confidential Information or Intellectual Property is a prerequisite in order to enable

such activity or process to be accomplished;

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2.21 Price(s) means the agreed Price(s) for the Services to be purchased from the Service Provider by

Transnet, as detailed in the Schedule of Requirements, issued in accordance with this Agreement,

as amended by mutual agreement between the Parties and in accordance with the terms and

conditions in this Agreement from time to time;

2.22 Purchase Order(s) means official orders issued by an operating division of Transnet to the Service

Provider for the supply of Goods or Services;

2.23 Service(s) means Provision of Cleaning services for Transnet Property at KZN Coastal

Areas for a period of thirty-six (36) months Service(s) provided to Transnet by the Service

Provider, pursuant to the Work Order(s) in terms of this Agreement;

2.24 Service Level Agreement or SLA means the processes, deliverables, key performance indicators

and performance standards relating to the Services to be provided by the Service Provider;

2.25 Staff means any partner, employee, agent, consultant, independent associate or contractor,

Subcontractor and the staff of such Subcontractor, or other authorised representative of either

Party;

2.26 Schedule of Requirements means Schedule 1 hereto;

2.27 Subcontract means any contract or agreement or proposed contract or agreement between the

Service Provider and any third party whereby that third party agrees to provide to the Supplier the

Goods or related Services or any part thereof or material used in the manufacture of the Goods or

any part thereof;

2.28 Subcontractor means the third party with whom the Service Provider enters into a Subcontract;

2.29 Tax Invoice means the document as required by Section 20 of the VAT Act, as may be amended

from time to time;

2.30 Trade Marks mean registered Trade Marks and Trade Mark applications and include any sign or

logo, or combination of signs and/or logos capable of distinguishing the goods or services of one

undertaking from those of another undertaking;

2.31 VAT means Value-Added Tax chargeable in terms of the VAT Act, , as may be amended

from time to time; and

2.32 VAT Act means the Value Added Tax Act, No , as may be amended from time to time.

2.33 Work Order(s) means a detailed scope of work for a Service required by Transnet, including

timeframes, Deliverable, Fees and costs for the supply of the Service to Transnet, which may be

appended to this Agreement from time to time.

3 interpretation

3.1 Clause headings in this Agreement are included for ease of reference only and do not form part of

this Agreement for the purposes of interpretation or for any other purpose. No provision shall be

construed against or interpreted to the disadvantage of either Party hereto by reason of such Party

having or being deemed to have structured or drafted such provision.

3.2 Any term, word or phrase used in this Agreement, other than those defined under the clause

heading “Definitions” shall be given its plain English meaning, and those terms, words, acronyms,

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and phrases used in this Agreement will be interpreted in accordance with the generally accepted

meanings accorded thereto.

3.3 A reference to the singular incorporates a reference to the plural and viceversa.

3.4 A reference to natural persons incorporates a reference to legal persons and viceversa.

3.5 A reference to a particular gender incorporates a reference to the other gender.

4 nature and scope

4.1 This Agreement is an agreement under the terms and conditions of which the Service Provider will

arrange for the supply/provision to Transnet of the Services which meet the requirements and

specifications of Transnet, the delivery of which is controlled by means of Purchase Orders to be

issued by Transnet and executed by the Service Provider in accordance with this Agreement.

4.2 Such Purchase Orders and deliveries to Transnet shall be agreed between the Parties from time to

time, subject to the terms of the Schedule of Requirements/Work Order.

4.3 Each properly executed Purchase Order forms an inseparable part of this Agreement as if it were

fully incorporated into the body of this Agreement.

4.4 During the period of this Agreement, both Parties can make written suggestions for amendments to

the Schedule of Requirements/Work Orders in accordance with procedures set out in clause 36

[AmendmentandChangeControl]. A Party will advise the other Party within 14 [fourteen] Business

Days, or such other period as mutually agreed, whether the amendment is acceptable.

4.5 Insofar as any term, provision or condition in the Schedule of Requirements/Work Order conflicts

with a like term, provision or condition in this Agreement and/or a Purchase Order, the term or

provision or condition in this Master Agreement shall prevail, unless such term or provision or

condition in this Master Agreement has been specifically revoked or amended by mutual written

agreement between the Parties.

4.6 Time will be of the essence and the Service Provider will perform its obligations under this

Agreement in accordance with the timeframe(s) [if any] set out in the relevant schedule, save that

the Service Provider will not be liable under this clause if it is unable to meet such obligation within

the time required as a direct result of any act or omission by Transnet and it has used its best

endeavours to advise Transnet of such act or omission. In the event of such delay, any time

deadlines detailed in the relevant schedule shall be extended by a period equal to the period of that

delay.

5 authority of parties

5.1 Nothing in this Agreement will constitute or be deemed to constitute a partnership between the

Parties, or constitute or be deemed to constitute the Parties as agents or employees of one another

for any purpose or in any form whatsoever.

5.2 Neither Party shall be entitled to, or have the power or authority to:

a) enter into an agreement in the name of the other; or

b) give any warranty, representation or undertaking on the other's behalf; or

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c) create any liability against the other or bind the other’s credit in any way or for any purpose

whatsoever.

6 duration/term and cancellation

6.1 Notwithstanding the date of signature hereof, the Commencement Date of this Agreement is

_____________ and the duration shall be for an thirty-six [36] month period, expiring on

_____________________unless:

a) this Agreement is terminated by either Party in accordance with the provisions incorporated

herein or in any schedules or annexures appended hereto, or otherwise in accordance with

law or equity; or

b) this Agreement is extended at Transnet’s option for a further period to be agreed by the

Parties.

c) the allocated maximum contract value is depleted before the contract expiry date.

6.2 Notwithstanding clause 23 [Breach and Termination], either Party may cancel this Agreement

without cause by giving 7 [seven] calendar days prior written notice thereof to the other Party,

provided that in such instance, this Agreement will nevertheless be applicable in respect of all

Purchase Orders which have been placed prior to the date of such cancellation.

7 risk management

7.1 Where Transnet determines appropriate, within two (2) weeks from the date of contract signature,

the Parties are to meet to prepare and maintain a contract Risk Register. The Risk Register shall

include a description of the risks and a description of the actions which are to be taken to avoid or

reduce these risks which both Parties shall jointly determine.

7.2 Contract progress meetings shall be held monthly, or unless otherwise agreed between the Parties

in writing. The purposes of these progress meetings shall be to capture the number of late

deliverables against agreed milestones, actual costs against payment plans, performance issues or

concerns, contract requirements not achieved, the status of previous corrective actions and risk

management. Minutes of meetings shall be maintained and signed off between the Parties

throughout the contract period.

8 transnet’s obligations

8.1 Transnet undertakes to promptly comply with any reasonable request by the Service Provider for

information, including information concerning Transnet's operations and activities, that relates to

the Services as may be necessary for the Service Provider to provide the Services, but for no other

purpose. However, Transnet's compliance with any request for information is subject to any internal

security rules and requirements and subject to the observance by the Service Provider of its

confidentiality obligations under this Agreement.

8.2 The Service Provider shall give Transnet reasonable notice of any information it requires.

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8.3 Transnet agrees to provide the Service Provider or its Personnel such access to and use of its

facilities as is necessary to allow the Service Provider to perform its obligations under this

Agreement.

9 general obligations of the service provider

9.1 The Service Provider shall:

a) respond promptly to all complaints and enquiries from Transnet;

b) inform Transnet immediately of any dispute or complaint arising in relation to the storage or

delivery of the Goods;

c) conduct its business in a professional manner which will reflect positively upon the Service

Provider and the Supplier’s/Service Provider’s products/services;

d) keep full records clearly indicating all transactions concluded by the Service Provider relating

to the delivery of the Services and keep such records for at least 5 [five] years from the date

of each such transaction;

e) obtain, and at all times maintain in full force and effect, any and all licences, permits and the

like required under applicable laws for the provision of the Services and ancillary Services

and the conduct of the business and activities of the Service Provider;

f) observe and ensure compliance with all requirements and obligations as set out in the labour

and related legislation of South Africa, including the Occupational Health and Safety Act, , as may be amended from time to time;

g) observe and ensure compliance with all requirements and objectives of the Transnet Supplier

Integrity Pact as agreed to in response to the RFP. The general purpose of the Supplier

Integrity Pact is to agree to avoid all forms of dishonesty, fraud and corruption by following a

system that is fair, transparent and free from any undue influence prior to, during and

subsequent to the currency of the procurement event leading to this Agreement and this

Agreement itself;

h) comply with all applicable environmental legislation and regulations, demonstrate sound

environmental performance and have an environmental management policy which ensures

that its products, including the Services or ancillary Services are procured, produced,

packaged, delivered and are capable of being used and ultimately disposed of in a way that

is environmentally appropriate; and

i) ensure the validity of all renewable certifications, including but not limited to its B-BBEE

Verification Certificate, throughout the entire term of this Agreement. Should the Service

Provider fail to present Transnet with such renewals as they become due, Transnet shall be

entitled, in addition to any other rights and remedies that it may have in terms of the

Agreement, to terminate this Agreement forthwith without any liability and without prejudice

to any claims which Transnet may have for damages against the Service Provider.

9.2 The Service Provider acknowledges and agrees that it shall at all times:

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a) render the supply of the Services and ancillary Services (if applicable) and perform all its

duties with honesty and integrity;

b) communicate openly and honestly with Transnet regarding the supply and performance of

the Services and demonstrate a commitment to effecting the supply and performing ancillary

Services timeously, efficiently and at least to the required standards;

c) endeavour to provide the highest possible standards of service and workmanship, with a

reasonable degree of care and diligence;

d) use its best endeavours and make every diligent effort to meet agreed deadlines;

e) treat its own Staff, as well as all Transnet’s Staff, with fairness and courtesy and respect for

their human rights;

f) practice and promote its own internal policies aimed at prohibiting and preventing unfair

discrimination;

g) treat all enquiries from Transnet in connection with the supply of the Services and/or

ancillary Services with courtesy and respond to all enquiries promptly and efficiently. Where

the Service Provider is unable to comply with the provisions of this clause, the Service

Provider will advise Transnet of the delay and the reasons therefor and will keep Transnet

informed of progress made regarding the enquiry;

h) when requested by Transnet, provide clear and accurate information regarding the

Supplier's/Service Provider’s own policies and procedures, excluding Know-How and other

Confidential Information, except where a non-disclosure undertaking has been entered into

between the Parties;

i) not allow a conflict of interest to develop between its own interests [or the interests of any

of its other customers] and the interests of Transnet;

j) not accept or offer, nor allow, induce or promote the acceptance or offering of any gratuity,

enticement, incentive or gift that could reasonably be regarded as bribery or an attempt to

otherwise exert undue influence over the recipient;

k) not mislead Transnet or its officers, employees and stakeholders, whether by act or

omission;

l) not otherwise act in an unethical manner or do anything which could reasonably be expected

to damage or tarnish Transnet’s reputation or business image;

m) immediately report to Transnet any unethical, fraudulent or otherwise unlawful conduct of

which it becomes aware in connection with Transnet or the supply of Services or ancillary

Services to Transnet;

n) ensure that at all times, during the currency of this Agreement, it complies with all

obligations and commitments in terms of the provisions of the Income Tax Act, No , the VAT Act or any other tax legislation relating to their liability for Income Tax, VAT,

Pay as You Earn or any other tax. The Service Provider shall further ensure Tax Clearance

Compliance, for the duration of this Agreement;

o) not victimise, harass or discriminate against any employee of either Party to this Agreement

or any applicant for employment with either Party to this Agreement due to their gender,

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race, disability, age, religious belief, sexual orientation or part-time status. This provision

applies, but is not limited to employment, upgrading, work environment, demotion, transfer,

recruitment, recruitment advertising, termination of employment, rates of pay or other forms

of compensation and selection for training.

p) shall ensure that its employees, agents and Subcontractors will not breach any applicable

discrimination legislation and any amendments and re-enactments thereof.

9.3 In compliance with the National Railway Safety Regulator Act, , as may be amended from

time to time, the Supplier shall ensure that the Services and ancillary Services, to be supplied to

Transnet under the terms and conditions of this Agreement, comply fully with the Specifications as

set forth in Schedule 1 hereto, and shall thereby adhere [as applicable] to railway safety

requirements and/or regulations. Permission for the engagement of a Subcontractor by the Supplier,

as applicable, shall be subject to a review of the capability of the proposed Subcontractor to comply

with the specified railway safety requirements and/or regulations. The Supplier and/or its

Subcontractor shall grant Transnet access, during the term of this Agreement, to review any safety-

related activities, including the coordination of such activities across all parts of its organisation.

10 service provider’s personnel

10.1 The Service Provider’s Personnel shall be regarded at all times as employees, agents or

Subcontractors of the Service Provider and no relationship of employer and employee shall arise

between Transnet and any Service Provider Personnel under any circumstances regardless of the

degree of supervision that may be exercised over the Personnel by Transnet.

10.2 The Service Provider warrants that all its Personnel will be entitled to work in South Africa or any

other country in which the Services are to be performed.

10.3 The Service Provider will ensure that its Personnel comply with all reasonable requirements made

known to the Service Provider by Transnet concerning conduct at any Transnet premises or any

other premises upon which the Services are to be performed [including but not limited to security

regulations, policy standards and codes of practice and health and safety requirements]. The

Service Provider will ensure that such Personnel at all times act in a lawful and proper manner in

accordance with these requirements.

10.4 Transnet reserves the right to refuse to admit or to remove from any premises occupied by or on

behalf of it, any Service Provider Personnel whose admission or presence would, in the reasonable

opinion of Transnet, be undesirable or who represents a threat to confidentiality or security or

whose presence would be in breach of any rules and regulations governing Transnet's Personnel,

provided that Transnet notifies the Service Provider of any such refusal [with reasons why]. The

reasonable exclusion of any such individual from such premises shall not relieve the Service Provider

from the performance of its obligations under this Agreement.

10.5 The Service Provider agrees to use all reasonable endeavours to ensure the continuity of its

Personnel assigned to perform the Services. If any re-assignment by the Service Provider of those

Personnel is necessary, or if Transnet advises that any such Personnel assigned are in any respect

unsatisfactory, including where any such Personnel are, or are expected to be or have been absent

for any period, then the Service Provider will promptly supply a replacement of equivalent calibre

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and experience, and any such replacement shall be approved by Transnet prior to commencing

provision of the Services, such approval not to be unreasonably withheld or delayed.

11 subcontracting (not applicable to this agreement)

11.1 The Service Provider may only enter into a subcontracting arrangement or replace a subcontractor

with the approval of Transnet.

11.2 If the Service Provider subcontracts a portion of the contract to another person without declaring it to

Transnet reserves the right to penalise the Service Provider up to 10% of the value of the contract.

11.3 Where the Service Provider seeks to replace a subcontractor Transnet shall be entitled to obtain

representations or input from the initial subcontractor who was part of the tender process whose

credentials were used in the Service Provider’s tender submission. Transnet shall consider input from

all parties concerned, in order to take a decision on the proposed replacement of the subcontractor.

The subcontracting arrangement or contract remains between the Service Provider (main contractor)

and the subcontractor.

11.4 Should Transnet approve the Service Provider’s subcontracting arrangement, the Service Provider and

not the Sub-contractor will at all times be held liable for performance in terms of its contractual

obligations.

11.5 The Service Provider may not subcontract in such a manner that the the overall value of the contract

is reduced to below the stipulated minimum threshold.

11.6 The Service Provider may not subcontract more than 25% of the value of the contract to any other

enterprise that does not have an equal or higher B-BBEE status level of contributor than the Service

Provider, unless the contract is subcontracted to an Exempted Micro Enterprise (EME) that has the

capability and ability to execute the Subcontract.

12 payment to sub-contractors (not applicable to this agreement)

12.1 Transnet reserves the right, in its sole discretion, to make payment directly to the sub-contractor of

the Service Provider, subject to the following conditions:

a) Receipt of an undisputed invoice from the sub-contractor; and

b) Receipt of written confirmation from the Service Provider that the amounts claimed by the

sub-contractor are correct and that the services for which the sub-contractor has requested

payment were rendered to the satisfaction of the Service Provider, against the required

standards.

12.2 Nothing contained in this clause must be interpreted as bestowing on any sub-contractor a right or

legitimate expectation to be paid directly by Transnet. Furthermore, this clause does not bestow any

right or legitimate expectation on the Service Provider to demand that Transnet pay its sub-contractor

directly. The decision to pay any sub-contractor directly, remains that of Transnet alone.

12.3 The Service Provider remains liable for its contractual obligations under the Agreement, including all

services rendered by the sub-contractor.

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12.4 This clause does not establish any contractual relationship between Transnet and any sub-contractor

of the Service Provider, whatsoever.

13 b-bbee and socio-economic obligations

13.1 B-BBEE Scorecard

a) Transnet fully endorses and supports the Broad-Based Black Economic Empowerment

Programme and is strongly of the opinion that all South African business enterprises have an

equal obligation to redress the imbalances of the past.

b) In response to this requirement, the Service Provider shall submit to Transnet’s Contract

Manager or such other designated person details of its B-BBEE status in terms of the latest

Codes of Good Practice issued in terms of the B-BBEE Act and proof thereof at the beginning

of March each year during the currency of this Agreement.

c) The Service Provider undertakes to notify and provide full details to Transnet in the event

there is:

(i) a change in the Service Provider’s B-BBEE status which is less than what it was at the

time of its appointment including the impact thereof; and

(ii) a corporate or internal restructure or change in control of the Service Provider which

has or likely to impact negatively on the Supplier’s/ Service Provider’s B-BBEE status.

d) Notwithstanding any other reporting requirement in terms hereof, the Supplier Service

Provider undertakes to provide any B-BBEE data (underlying data relating to the Supplier

/Service Provider which has been relied upon or utilised by a verification agency or auditor

for the purposes of issuing a verification certificate in respect of the Service Provider B-BBEE

status) which Transnet may request on written notice within 30 (thirty) calendar days of

such request. A failure to provide such data shall constitute a Supplier/ Service Provider

Default and may be dealt with in accordance with the provisions of clause 23.

e) In the event there is a change in the Supplier’s/ Service Provider’s B-BBEE status, then the

provisions of clause 23 shall apply.

13.2 Green Economy/Carbon Footprint

a) The Service Provider has in its bid provided Transnet with an understanding of the

Supplier’s/Service Provider’s position with regard to issues such as waste disposal, recycling

and energy conservation.

14 penalties

14.1 Penalties for Non-compliance to Service Level Agreement

Where the Service Provider fails to deliver the Services within the agreed and accepted milestone

timelines and provided that the cause of the delay was not due to a fault of Transnet, penalties shall

be imposed at applicable rates as outlined on the Key Performance Indicators (KPI’s) penalties

annexed herein, amount payable the following month.

14.2 Non-compliance penalties for subcontracting (not applicable to this agreement)

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a) Breach of subcontracting obligations provides Transnet cause to terminate the contract in

certain cases where there is a material Non-compliance.

b) If the Service Provider fails to achieve its subcontracting commitments as per their bid

submission (“a Non-Compliance”), the Service Provider shall pay a Non-Compliance

penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance.

c) Such penalty shall be calculated based on the difference in value between the committed

and delivered subcontracting value (i.e. 100% of the undelivered subcontracting value) plus

an additional 10% (ten per cent) of such difference.

Non-compliance Penalty Certificate:

d) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate 90 business days before the expiry of the contract indicating

the Non-compliance Penalties which have accrued during that period.

e) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Service Provider disputes any of the amounts set out in a Non-compliance

Penalty Certificate:

• the dispute shall be resolved in accordance with the provisions of the Agreement; and
• if pursuant to that referral, it is determined that the Service Provider owes any amount

to Transnet pursuant to the Non-compliance Penalty Certificate, then the Service

Provider shall pay such amount to Transnet within 10 (ten) Business Days of the

determination made pursuant to such determination and an accompanying valid Tax

Invoice.

Payment of Non-compliance Penalties:

f) Subject to Clause (e) above, the Service Provider shall pay the Non-compliance Penalty

indicated in the Non-compliance Penalty Certificate within 10 (ten) Business Days of

Transnet issuing a valid Tax Invoice to the Service Provider for the amount set out in that

certificate. If Transnet does not issue a valid Tax Invoice to the Service Provider for Non-

compliance Penalties accrued during any relevant period, those Non-compliance Penalties

shall be carried forward to the next period.

g) The Service Provider shall pay the amount due within 10 (ten) days after receipt of a valid

Tax Invoice from Transnet, failing which Transnet shall, without prejudice to any other rights

of Transnet under this Agreement, be entitled to call for payment which may be in any form

Transnet deems reasonable and/or appropriate.

h) Should the Service Provider fail to pay any Non Compliance Penalties within the time

indicated above (as applicable), Transnet shall be entitled to deduct (set off) the amount not

paid by the Service Provider from the account of the Service Provider in the ensuing month.

i) The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT

payable on Non Compliance Penalties will be for the account of the Service Provider.

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14.3 Non-compliance penalties for Job Creation

a) Breach of job creation obligations provides Transnet cause to terminate the contract in

certain cases where there is a material Non-compliance.

b) If the Service Provider fails to achieve its job creation commitments as per their bid

submission (“a Non-Compliance”), the Service Provider shall pay a Non-Compliance

penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance.

c) Such penalty shall be calculated based on the difference between the committed and

delivered jobs. For every job not created, a penalty of 2% of the contract value will be

applied.

Non-compliance Penalty Certificate:

d) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate 90 business days before the expiry of the contract indicating

the Non-compliance Penalties which have accrued during that period.

e) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Service Provider disputes any of the amounts set out in a Non-compliance

Penalty Certificate:

• the dispute shall be resolved in accordance with the provisions of the Agreement; and
• if pursuant to that referral, it is determined that the Service Provider owes any amount

to Transnet pursuant to the Non-compliance Penalty Certificate, then the Service

Provider shall pay such amount to Transnet within 10 (ten) Business Days of the

determination made pursuant to such determination and an accompanying valid Tax

Invoice.

Payment of Non-compliance Penalties:

f) Subject to Clause (e) above, the Service Provider shall pay the Non-compliance Penalty

indicated in the Non-compliance Penalty Certificate within 10 (ten) Business Days of

Transnet issuing a valid Tax Invoice to the Service Provider for the amount set out in that

certificate. If Transnet does not issue a valid Tax Invoice to the Service Provider for Non-

compliance Penalties accrued during any relevant period, those Non-compliance Penalties

shall be carried forward to the next period.

g) The Service Provider shall pay the amount due within 10 (ten) days after receipt of a valid

Tax Invoice from Transnet, failing which Transnet shall, without prejudice to any other rights

of Transnet under this Agreement, be entitled to call for payment which may be in any form

Transnet deems reasonable and/or appropriate.

h) Should the Service Provider fail to pay any Non Compliance Penalties within the time

indicated above (as applicable), Transnet shall be entitled to deduct (set off) the amount not

paid by the Service Provider from the account of the Service Provider in the ensuing month.

The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT payable

on Non Compliance Penalties will be for the account of the Service Provider.

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15 fees and expenses relating to services

15.1 In consideration of the provision of the Services, Transnet will pay to the Service Provider the Fees

detailed in the relevant schedule or Work Order.

15.2 Transnet will not be invoiced for materials used in the provision of the Services save for those

materials [if any] set out in the Work Order and accepted by Transnet or in any relevant Work

Order [which will be invoiced to Transnet at cost].

15.3 Unless otherwise agreed in a schedule or Work Order, Transnet will reimburse to the Service

Provider all reasonable and proper expenses incurred directly and solely in connection with the

provision of the Services, provided that all such expenses:

a) are agreed by Transnet in advance;

b) are incurred in accordance with Transnet’s standard travel and expenses policies;

c) are passed on to Transnet at cost with no administration fee; and

d) will only be reimbursed if supported by relevant receipts.

15.4 All Tax Invoices relating to Fees, out of pocket expenses and, if applicable, travel and

accommodation costs, will provide the detail for each of the Personnel carrying out the Services and

incurring the expenses, and the Tax Invoice will, where appropriate, include VAT as a separate

item.

16 invoices and payment

16.1 Transnet shall pay the Service Provider the amounts stipulated in each Purchase Order/Work

Order, subject to the terms and conditions of this Agreement.

16.2 Transnet shall pay such amounts to the Service Provider upon receipt of a valid and undisputed

Tax Invoice together with the supporting documentation, as specified in the Schedule of

Requirements appended hereto, once the valid and undisputed Tax Invoices or such portions of

the Tax Invoices which are valid and undisputed become due and payable to the Service Provider

for the delivery of the Services ordered, in terms of clause 16.5 below.

16.3 Transnet may, pending an investigation, withhold any payments to the Service Provider, in the

case where irregular expenditure has been identified in the particular contract and that there is

reasonable suspicion that the Service Provider is involved or was aware that the contract

transgressed any legislation.

16.4 All Prices set out in this Agreement and the Schedule of Requirements hereto are to be indicated

inclusive and exclusive of VAT, which will be payable at the applicable rate in ZAR.

16.5 Unless otherwise provided for in the Schedule of Requirements appended to this Agreement, Tax

Invoices shall be submitted together with a month-end statement. Payment against such month-

end statement shall be made by Transnet within 30 [thirty] calendar days after date of receipt by

Transnet of the Supplier’s/Service Provider’s statement together with the relevant valid and

undisputed Tax Invoice(s) and supporting documentation.

16.6 Where the payment of any Tax Invoice, or any part of a Tax Invoice which is not in dispute, is not

made in accordance with this clause, the Service Provider shall be entitled to charge interest on

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the outstanding amount, at The Standard Bank of South Africa’s prime rate of interest in force, for

the period from the due date of payment until the outstanding amount is paid.

16.7 The Service Provider shall remain the owner of all plant, material, machinery, equipment and the

like [collectively, the Supplier’s Goods] provided to Transnet until Transnet has paid in full for

the Supplier’s Goods, it being specifically agreed that Transnet shall acquire no rights [including

liens] of whatsoever nature in such Supplier’s Goods until date of final payment by Transnet.

Subject to the aforegoing, all risk and benefit to the Supplier’s Goods shall pass from the Supplier

to Transnet on delivery of the Supplier’s Goods by the Supplier to Transnet.

17 price adjustments

17.1 Prices for Services supplied in terms of this Agreement shall be fixed and firm for the entire

duration of the contract.

18 warranties applicable to services

18.1 The Service Provider warrants to Transnet that:

a) it has full capacity and authority to enter into and to perform this Agreement and that this

Agreement is executed by a duly authorised representatives of the Service Provider;

b) it will discharge its obligations under this Agreement and any annexure, appendix or

schedule hereto with all due skill, care and diligence;

c) it will be solely responsible for the payment of remuneration and associated benefits, if any,

of its Personnel and for withholding and remitting income tax for its Personnel in

conformance with any applicable laws and regulations;

d) it will procure licences for Transnet in respect of all Third Party Material detailed in the Work

Order(s), and will procure the right for Transnet to take such copies [in whole or in part] of

such Third Party Materials as it may reasonably require for the purposes of back-up for

archiving and disaster recovery; and

e) the use or possession by Transnet of any Materials will not subject Transnet to any claim for

infringement of any Intellectual Property Rights of any third party.

18.2 The Service Provider warrants that it will perform its obligations under this Agreement in accordance

with the Service Levels as defined in the relevant schedule. Transnet may at its discretion audit

compliance with the Service Levels, provided that any such audit is carried out with reasonable prior

notice and in a reasonable way so as not to have an adverse effect on the performance of the

Services. Without prejudice to clause 18.3 below, in the event that the Service Provider fails to meet

the Service Levels, Transnet may claim appropriate service credits or invoke a retention of Fees as

detailed in the relevant schedule and/or Work Order.

18.3 The Service Provider warrants that for a period of 90 [ninety] calendar days from Acceptance of the

Deliverables they will, if properly used, conform in all material respects with the requirements set

out in the relevant schedule. The Service Provider will at its expense remedy any such non-

conformance as soon as possible but in any event within 7 [seven] calendar days of notification by

Transnet. In the event that the Service Provider fails or is unable to remedy such non-conformance

within such time-scale, Transnet will be entitled to employ a third party to do so in place of the

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Service Provider and any excess charges or costs incurred by Transnet as a result shall be paid by

the Service Provider.

18.4 The Service Provider will remedy any defect within 7 [seven] calendar days of being notified of that

defect by Transnet in writing.

18.5 The Service Provider will not be liable to remedy any problem arising from or caused by any

modification made by Transnet to the Deliverables, or any part thereof, without the prior approval

of the Service Provider.

18.6 The Service Provider shall advise Transnet of the effects of any steps proposed by Transnet

pursuant to clause 18.5 above, including but not limited to any cost implications or any disruption or

delay in the performance of the Services. The Parties agree that any changes to the Services,

including the charges for the Services or any timetables for delivery of the Services, will be agreed

in accordance with the change control procedure, as set out in clause 36 [AmendmentandChange

Control].

18.7 The Service Provider warrants that:

a) it has, using the most up-to-date software available, tested for all commonly known viruses

in the Materials and for all viruses known by the Service Provider at the date of the relevant

Work Order; and

b) at the time of delivery to Transnet, the Materials do not contain any trojan horse, worm,

logic bomb, time bomb, back door, trap door, keys or other harmful components.

The Service Provider agrees that, in the event that a virus is found, it will at its own expense use its

best endeavours to assist Transnet in reducing the effect of the virus and, particularly in the event

that a virus causes loss of operational efficiency or loss of data, to assist Transnet to the same

extent to mitigate such losses and to restore Transnet to its original operating efficiency.

18.8 The Service Provider undertakes to comply with South Africa’s general privacy protection in terms of

Section 14 of the Bill of Rights in connection with this Agreement and shall procure that its

Personnel shall observe the provisions of Section 14 [as applicable] or any amendments and re-

enactments thereof and any regulations made pursuant thereto.

18.9 The Service Provider warrants that it has taken all reasonable precautions to ensure that, in the

event of a disaster, the impact of such disaster on the ability of the Service Provider to comply with

its obligations under this Agreement will be reduced to the greatest extent possible, and that the

Service Provider shall ensure that it has appropriate, tested and documented recovery arrangements

in place.

18.10 In compliance with the National Railway Safety Regulator Act, , the Service Provider shall

ensure that the Services, to be supplied to Transnet under the terms and conditions of this

Agreement, comply fully with the specifications as set forth in Schedule 1 hereto, and shall thereby

adhere [as applicable] to railway safety requirements and/or regulations. Permission for the

engagement of a Subcontractor by the Service Provider [as applicable] shall be subject to a review

of the capability of the proposed Subcontractor to comply with the specified railway safety

requirements and/or regulations. The Service Provider and/or its Subcontractor shall grant Transnet

access, during the term of this Agreement, to review any safety-related activities, including the

coordination of such activities across all parts of its organisation.

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19 third party indemnity

The Service Provider hereby indemnifies and shall hold Transnet harmless against any direct damages

suffered by or claims arising against Transnet in respect of clause 18.1 above.

20 total or partial failure to perform

20.1 In the case of Goods to be specially manufactured for it, if Transnet at any time ascertains that:

a) no manufacturing of the Goods specified in a Purchase Order has commenced and there is

little or no prospect, in Transnet’s opinion, that manufacturing will commence within a

reasonable time; or

b) delivery of any of the Goods is being or is likely to be delayed beyond the promised delivery

date(s), and there is little or no prospect of the Purchase Order(s) being carried out within

reasonable adherence to the promised delivery rate(s) or time(s),

then Transnet may, irrespective of the cause of the delay, by notice to the Supplier, cancel as from

a future date specified in such notice the whole or any part of this Agreement or Purchase Order in

respect of which the Goods to be supplied have not been completed by that date, without incurring

any liability by reason of such cancellation except as provided in this clause.

20.2 The Service Provider shall thereupon, as soon as possible after such date, deliver to Transnet the

Services [if any] already completed, and payment for the part performance shall be made on a pro

rata basis, provided the uncompleted part is not an integral or essential part of the completed

Services. Where an integral or essential part of the work has not been completed, the amount to be

paid to the Service Provider will be calculated on the basis of Transnet’s enrichment. The Service

Provider shall, wherever practicable, supply Transnet with the necessary drawings and/or

specifications to enable it to complete the work.

20.3 Whenever, in any case not covered by clause 20.1 above, the Supplier fails or neglects to execute

the work or to deliver any portion of the Services as required by the terms of this Agreement or

Purchase Order, or if any Services are rejected on any of the grounds, Transnet may cancel this

Agreement or Purchase Order in so far as it relates to the unexecuted work or the undelivered or

rejected portion of the Services, and in such event, the supply of the remaining portion shall remain

subject in all respects to these conditions.

21 non-conformance of services procured

21.1 In the case of services manufactured for and procured by Transnet from the Service Provider in

terms of this Agreement, being found not to conform to the Transnet standards, specifications and

requirements, Transnet at any time may be entitled to raise a Non Conformance Report (NCR)

against a Service Provider whose Services do not conform to Transnet standards, specifications and

requirements directing the Service Provider to investigate and remedy the non-conformance within

the stipulated time frame as may be determined by Transnet at its discretion.

21.2 Failure by the Service Provider to fully comply with NCR within the period stated in sub-clause 21.1

above, shall entitle Transnet to further conditions to which the Service Provider must discharge in

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order to close the NCR or to terminate the order without giving the Service Provider written notice

of termination in terms of this Agreement.

21.3 Transnet reserves the right to terminate the contract if the Service Provider commits the same or a

substantially similar default on more than one occasion, or otherwise defaults under this Agreement

more than once, Transnet shall have the right to terminate this Agreement immediately upon

written notice to the Service Provider. Such termination shall be without prejudice to any other

rights or remedies available to Transnet under this Agreement or at law.

22 rights on cancellation

22.1 If this Agreement or Purchase Order is cancelled in whole or in part in terms of clause 20 [Totalor

PartialFailuretoPerform], Transnet may execute or complete this Agreement with any other entity

and do so on such terms as it may deem proper, or may procure other comparable Services in

substitution for those neglected to be manufactured or supplied or rejected as aforesaid, and may

recover from the Supplier the difference between the cost of such Services and the Price [if the

latter was lower] as well as any costs and expenses [including any additional transport costs] which

Transnet may have had to incur in consequence of the Service Provider’s default.

22.2 Any amount which may be recoverable from the Service Provider in terms of clause 22.1 above,

without prejudice to any other legal remedies available to Transnet, may be deducted in whole or in

part from any monies in the hands of Transnet and due for payment to the Service Provider.

23 breach and termination

23.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any

right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all

provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.

23.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up,

and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property

belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that

Work Order] which may be in the possession of, or under the control of the Service Provider, and

certify to Transnet in writing that this has been done.

23.3 To the extent that any of the Deliverables and property referred to in clause 23.2 above are in

electronic form and contained on non-detachable storage devices, the Service Provider will provide

Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and

delete copies so held.

23.4 In the event that this Agreement is terminated by the Service Provider under clause 6. [Term and

Cancellation], or in the event that a Work Order is terminated by Transnet under clause 23 [Breach

and Consequences of Termination], Transnet will pay to the Service Provider all outstanding Fees

[apportioned on a pro rata basis] relating to the work undertaken by the Service Provider up until

the date of such termination. Transnet will also pay the costs of any goods and materials ordered by

the Service Provider in relation to the such work for which the Service Provider has paid or is legally

obliged to pay, in which case, on delivery of such goods or materials, the Service Provider will

promptly deliver such goods and materials to Transnet or as it may direct.

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23.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to

remedy such breach within 07 [seven] calendar days of written notice thereof, the other Party

[hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies

that it may have in terms of this Agreement, to terminate this Agreement forthwith without any

liability and without prejudice to any claims which the Aggrieved Party may have for damages

against the Defaulting Party.

23.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when

the other Party is unable to pay its debts as they fall due or commits any act or omission which

would be an act of insolvency in terms of the Insolvency Act, [as amended from time to

time], or if any action, application or proceeding is made with regard to it for:

a) a voluntary arrangement or composition or reconstruction of its debts;

b) its winding-up or dissolution;

c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;

d) any similar action, application or proceeding in any jurisdiction to which it is subject.

23.7 Transnet may terminate this Agreement at any time within 1 [one] month of becoming aware of a

change of control of the Service Provider by notice in writing to the Service Provider. For the

purposes of this clause, control means the right to direct the affairs of a company whether by

ownership of shares, membership of the board of directors, agreement or otherwise.

23.8 Notwithstanding this clause 23, Transnet may cancel this Agreement without cause by giving 30

[thirty] calendar days prior written notice thereof to the Service Provider, or

23.9 The provisions of clauses 2 [Definitions], 18 [Warranties], 22 [Rights on Cancellation], 27

[Confidentiality], 29 [Limitation of Liability], 30 [Intellectual Property Rights], 33 [Dispute

Resolution]and 37.1 [GoverningLaw]shall survive termination or expiry of this Agreement.

24 cessions and assignments as per nt instruction note /2023

24.1 The Service Provider is not allowed to cede its rights for payment in terms of this Agreement

without prior written approval from Transnet. Cession shall only be applicable as follows:

a) Cession must only be applicable to the transfer of right to payment for Services

delivered/rendered by a Service Provider to an FSP or State Institutions;

b) The written request for cession must be by the Service Provider and not a third party; and

c) The written request by the Service Provider must be accompanied by the cession agreement.

24.2 The Service Provider is prohibited from transferring its rights and obligations to perform under this

contract. Assignments are against the principles of section 217 of the Constitution mainly, fairness,

transparency and competitiveness.

25 force majeure

25.1 Neither Party shall have any claim against the other Party arising from any failure or delay in the

performance of any obligation of either Party under this Agreement caused by an act of force

majeure such as acts of God, fire, flood, war, lockout, government action, laws or regulations,

terrorism or civil disturbance, defaults or other circumstances or factors beyond the reasonable

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control of either Party, and to the extent that the performance of obligations of either Party

hereunder is delayed by virtue of the aforegoing, any period stipulated for any such performance

shall be reasonably extended. Transnet may however rely on strikes, industrial dispute and riots as

a ground of force majeure.

25.2 Each Party will take all reasonable steps by whatever lawful means that are available to resume full

performance as soon as practicable and will seek agreement to modification of the relevant

provisions of this Agreement in order to accommodate the new circumstances caused by the act of

forcemajeure. If a Party fails to agree with such modifications proposed by the other Party within

90 [ninety] calendar days of the act of force majeure first occurring, either Party may thereafter

terminate this Agreement with immediate notice.

26 protection of personal information

a) The following terms shall bear the same meaning as contemplated in Section 1 of the Protection of

Personal Information Act (“POPIA”):

consent; person; personal information; processing; record; Regulator as well as any terms derived

from these terms of the POPIA

b) Transnet will process all information by the Respondent in terms of the requirements contemplated in

Section 4(1) of the POPIA:

Accountability; Processing limitation; Purpose specification; Further processing limitation; Information

quality; Openness; Security safeguards and Data subject participation.

c) Transnet agrees that in submitting any information or documentation requested in the RFP and in this

Agreement, the Service Provider consents to the processing of their personal information for the

purpose of, but not limited to, risk assessment, contract award, contract management, auditing, legal

opinions/litigation, investigations (if applicable), document storage for the legislatively required period,

destruction, de-identification and publishing of personal information by Transnet and/or its authorised

appointed third parties.

d) The Parties agree that they may obtain and have access to personal information for the fulfilment of

the rights and obligations contained herein. In performing the obligations as set out in this Agreement,

the Parties shall at all times ensure that:

i. they process personal information only for the express purpose for which it was obtained;

ii. once processed for the purposes for which it was obtained, all personal information will be

destroyed to an extent that it cannot be reconstructed to its original form, subject to any legal

retention requirements;

iii. Personal information is provided only to authorised personnel who strictly require the personal

information to carry out the Parties’ respective obligations under this Agreement;

iv. they do not disclose personal information of the other Party, other than in terms of this

Agreement;

v. they have all reasonable technical and organisational measures in place to protect all personal

information from unauthorised access and/or use;

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vi. they have appropriate technical and organisational measures in place to safeguard the security,

integrity and authenticity of all information in their possession or under their control in terms of

this Agreement;

vii. they identify all reasonably foreseeable internal and external risks to personal information in

their possession or under their control; establish and maintain appropriate safeguards against

the risks identified; regularly verify that the safeguards are effectively implemented; and ensure

that the safeguards are continually updated in response to new risks or deficiencies in previously

implemented safeguards;

viii. such personal information is protected against unauthorised or unlawful processing, accidental

loss, destruction or damage, alteration, disclosure or access.

26.1 The Parties agree that if personal information will be processed for additional purposes beyond the

original purpose for which it was obtained, explicit consent must be obtained beforehand from those

persons whose information will be subject to such processing.

26.2 Should it be necessary for either Party to disclose or otherwise make available the personal

information to any third party (including sub-contractors and employees) that is not already

consented to, it may do so only with the prior written consent of the other Party. The Party

requiring such consent shall require of all such third parties, appropriate written undertakings to be

provided, containing similar terms to that set forth in this clause, and dealing with that third party's

obligations in respect of its processing of the personal information. Following approval by the other

Party, the Party requiring consent agrees that the provisions of this clause shall mutatis mutandis

apply to all authorised third parties who process personal information.

26.3 The Parties shall ensure that any persons authorized to process information on their behalf

(including employees and third parties) will safeguard the security, integrity and authenticity of all

information. Where necessary to meet this requirement, the Parties shall keep all personal

information and any analyses, profiles, or documents derived therefrom logically separated from all

other information and documentation held by it.

26.4 The Parties shall carry out regular assessments to identify all reasonably foreseeable internal and

external risks to the personal information in its possession or under its control. The Parties shall

implement and maintain appropriate safeguards against the risks which it identifies and shall also

regularly verify that the safeguards which it has in place have been effectively implemented.

26.5 The Parties agree that they will promptly return, destroy or de-identify any personal information in

their possession or control which belongs to the other Party once it no longer serves the purpose for

which it was collected in relation to this Agreement, subject to any legal retention requirements.

This may be at the request of the other Party and includes circumstances where a person has

requested the Parties to delete all instances of their personal information. The information will be

destroyed or de-identified in such a manner that it cannot be reconstructed to its original form,

linking it to any particular individual or organisation.

26.6 Personal Information security breach:

a) Each Party shall notify the other party in writing as soon as possible after it becomes aware of

or suspects any loss, unauthorised access or unlawful use of any personal information and shall,

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at its own cost, take all necessary remedial steps to mitigate the extent of the loss or

compromise of personal information and to restore the integrity of the affected personal

information as quickly as is possible. The Parties shall also be required to provide each other

with details of the persons affected by the compromise and the nature and extent of the

compromise, including details of the identity of the unauthorised person who may have

accessed or acquired the personal information.

b) The Parties shall provide on-going updates on the progress in resolving the compromise at

reasonable intervals until such time as the compromise is resolved.

c) Where required, the Parties must notify the South African Police Service; and/or the State

Security Agency and the Information Regulator and the affected persons of the security breach.

Any such notification shall always include sufficient information to allow the persons to take

protective measures against the potential consequences of the compromise.

d) The Parties undertake to co‐operate in any investigations relating to security which is carried

out by or on behalf of the other including providing any information or material in its possession

or control and implementing new security measures.

27 confidentiality

27.1 The Parties hereby undertake the following with regard to Confidential Information:

a) not to divulge or disclose to any person whomsoever in any form or manner whatsoever,

either directly or indirectly, any Confidential Information of the other without the prior

written consent of such other Party, other than when called upon to do so in accordance

with a statute, or by a court having jurisdiction, or by any other duly authorised and

empowered authority or official, in which event the Party concerned shall do what is

reasonably possible to inform the other of such a demand and each shall assist the other in

seeking appropriate relief or the instituting of a defensive action to protect the Confidential

Information concerned;

b) not to use, exploit, permit the use of, directly or indirectly, or in any other manner

whatsoever apply the Confidential Information disclosed to it as a result of this Agreement,

for any purpose whatsoever other than for the purpose for which it is disclosed or otherwise

than in strict compliance with the provisions in this Agreement;

c) not to make any notes, sketches, drawings, photographs or copies of any kind of any part of

the disclosed Confidential Information without the prior written consent of such other Party,

except when reasonably necessary for the purpose of this Agreement, in which case such

copies shall be regarded as Confidential Information;

d) not to de-compile, disassemble or reverse engineer any composition, compilation, concept

application, item, component de-compilation, including software or hardware disclosed and

shall not analyse any sample provided by Transnet, or otherwise determine the composition

or structure or cause to permit these tasks to be carried out except in the performance of its

obligations pursuant to this Agreement;

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e) not to exercise less care to safeguard Transnet Confidential Information than the Party

exercises in safeguarding its own competitive, sensitive or Confidential Information;

f) Confidential Information disclosed by either Party to the other or by either Party to any other

party used by such party in the performance of this Agreement, shall be dealt with as

“restricted” or shall be dealt with according to any other appropriate level of confidentiality

relevant to the nature of the information concerned, agreed between the Parties concerned

and stipulated in writing for such information in such cases;

g) the Parties shall not make or permit to be made by any other person subject to their control,

any public statements or issue press releases or disclose Confidential Information with

regard to any matter related to this Agreement, unless written authorisation to do so has

first been obtained from the Party first disclosing such information;

h) each Party shall be entitled to disclose such aspects of Confidential Information as may be

relevant to one or more technically qualified employees or consultants of the Party who are

required in the course of their duties to receive the Confidential Information for the

Permitted Purpose provided that the employee or consultant concerned has a legitimate

interest therein, and then only to the extent necessary for the Permitted Purpose, and is

informed by the Party of the confidential nature of the Confidential Information and the

obligations of the confidentiality to which such disclosure is subject and the Party shall

ensure such employees or consultants honour such obligations;

i) each Party shall notify the other Party of the name of each person or entity to whom any

Confidential Information has been disclosed as soon as practicable after such disclosure;

j) each Party shall ensure that any person or entity to which it discloses Confidential

Information shall observe and perform all of the covenants the Party has accepted in this

Agreement as if such person or entity has signed this Agreement. The Party disclosing the

Confidential Information shall be responsible for any breach of the provisions of this

Agreement by such person or entity; and

k) each Party may by written notice to the other Party specify which of the Party’s employees,

officers or agents are required to sign a non-disclosure undertaking.

27.2 The duties and obligations with regard to Confidential Information in this clause 27 shall not apply

where:

a) a Party can demonstrate that such information is already in the public domain or becomes

available to the public through no breach of this Agreement by that Party, or its Staff; or

b) was rightfully in a Party’s possession prior to receipt from the other Party, as proven by the

first-mentioned Party’s written records, without an infringement of an obligation or duty of

confidentiality; or

c) can be proved to have been rightfully received by a Party from a third party without a breach

of a duty or obligation of confidentiality; or

d) is independently developed by a Party as proven by its written records.

27.3 This clause 27 shall survive termination for any reason of this Agreement and shall remain in force

and effect from the Commencement Date of this Agreement and 5 [five] years after the termination

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of this Agreement. Upon termination of this Agreement, all documentation furnished to the Service

Provider by Transnet pursuant to this Agreement shall be returned to Transnet including, without

limitation, all corporate identity equipment including dyes, blocks, labels, advertising matter,

printing matter and the like.

28 insurances

28.1 Without limiting the liability of the Service Provider under this Agreement, the Service Provider shall

take out insurance in respect of all risks for which it is prudent for the Service Provider to insure

against, including any liability it may have as a result of its activities under this Agreement for theft,

destruction, death or injury to any person and damage to property. The level of insurance will be

kept under review by Transnet, on an annual basis, to ensure its adequacy, provided that any

variation to the level of such insurance shall be entirely at the discretion of the Service Provider.

28.2 The Service Provider shall arrange insurance with reputable insurers and will produce to Transnet

evidence of the existence of the policies on an annual basis within 30 [thirty] calendar days after

date of policy renewals.

28.3 Subject to clause 28.4 below, if the Service Provider fails to effect adequate insurance under this

clause 28, it shall notify Transnet in writing as soon as it becomes aware of the reduction or

inadequate cover and Transnet may arrange or purchase such insurance on behalf of the Service

Provider. The Service Provider shall promptly reimburse Transnet for any premiums paid provided

such insurance protects the Service Provider’s liability. Transnet assumes no responsibility for such

insurance being adequate to protect all of the Service Provider’s liability.

28.4 In the event that the Service Provider receives written notice from its insurers advising of the

termination of its insurance cover referred to in clause 28.1 above or if the insurance ceases to be

available upon commercially reasonable terms, the Service Provider shall immediately notify

Transnet in writing of such termination and/or unavailability, whereafter either the Service Provider

or Transnet may terminate this Agreement on giving the other Party not less than 30 [thirty]

calendar days prior written notice to that effect.

29 limitation of liability

29.1 The Service Provider’s liability under this clause 29 shall be in addition to any warranty or condition

of any kind, express or implied by law or otherwise, relating to the Services or ancillary Services,

including the quality of the Services or ancillary Services or any materials delivered pursuant to this

Agreement.

29.2 Neither Party excludes or limits liability to the other Party for:

a) death or personal injury caused by its negligence, [including its employees’, agents’ or

‘Subcontractors’ negligence]; or

b) fraud or theft.

29.3 The Service Provider shall indemnify and keep Transnet indemnified from and against liability for

damage to any Transnet property [whether tangible or intangible] or any other loss, costs or

damage suffered by Transnet to the extent that it results from any act of or omission by the Service

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Provider or its Personnel in connection with this Agreement. The Service Provider’s liability arising

out of this clause 29.3 shall be limited to direct damages.

29.4 Subject always to clauses 29.1 and 29.2 above, the liability of either the Service Provider or

Transnet under or in connection with this Agreement, whether for negligence, misrepresentation,

breach of contract or otherwise, for direct loss or damage arising out of each Default or series of

related Defaults shall not exceed 100% [one hundred per cent] of the Fees paid under the schedule

or Work Order to which the Default(s) relates.

29.5 Subject to clauses 29.1 to 29.4 above, in no event shall either Party be liable to the other for

indirect or consequential loss or damage or including indirect or consequential loss of profits,

business, revenue, goodwill or anticipated savings of an indirect nature or loss or damage incurred

by the other Party as a result of third party claims.

29.6 If for any reason the exclusion of liability in clause 29.5 above is void or unenforceable, either

Party’s total liability for all loss or damage under this Agreement shall be as provided in clause 29.3

above.

29.7 Nothing in this clause 29 shall be taken as limiting the liability of the Parties in respect of clauses 27

[Confidentiality]and 30 [IntellectualPropertyRights].

30 intellectual property rights

30.1 Title to Confidential Information

a) Transnet will retain all right, title and interest in and to its Confidential Information and

Background Intellectual Property and the Service Provider acknowledges that it has no claim

of any nature in and to the Confidential Information and Background Intellectual Property

that is proprietary to Transnet. For the avoidance of doubt all the Service Provider’s

Background Intellectual Property shall remain vested in the Service Provider.

b) Transnet shall grant to the Service Provider an irrevocable, royalty free, non-exclusive licence

to use Transnet’s Background Intellectual Property only for the Permitted Purpose. This

licence shall not permit the Service Provider to sub-license to other parties.

c) The Service Provider shall grant to Transnet an irrevocable, royalty free, non-exclusive

licence to use the Service Provider’s Background Intellectual Property for the Permitted

Purpose. This licence shall not permit Transnet to sub-license to other parties.

d) The Service Provider shall grant Transnet access to the Service Provider’s Background

Intellectual Property on terms which shall be bona fide negotiated between the Parties for

the purpose of commercially exploiting the Foreground Intellectual Property, to the extent

that such access is required.

e) The above shall not pertain to any software licenses procured by the Service Provider from

third parties and used in the supply of the Services.

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30.2 Title to Intellectual Property

a) All right, title and interest in and to Foreground Intellectual Property prepared, conceived or

developed by the Service Provider, its researchers, agents and employees shall vest in

Transnet and the Service Provider acknowledges that it has no claim of any nature in and to

the Foreground Intellectual Property. The Service Provider shall not at any time during or

after the termination or cancellation of this Agreement dispute the validity or enforceability

of such Foreground Intellectual Property, or cause to be done any act or anything contesting

or in any way impairing or tending to impair any part of that right, title and interest to any of

the Foreground Intellectual Property and shall not counsel or assist any person to do so.

b) Transnet shall be entitled to seek protection in respect of the Foreground Intellectual

Property anywhere in the world as it shall decide in its own absolute discretion and the

Service Provider shall reasonably assist Transnet in attaining and maintaining protection of

the Foreground Intellectual Property.

c) Where the Foreground Intellectual Property was created by the Service Provider or its

researchers, agents and employees and where Transnet elects not to exercise its option to

seek protection or decides to discontinue the financial support of the prosecution or

maintenance of any such protection, Transnet shall notify the Service Provider who shall

have the right of first refusal to file or continue prosecution or maintain any such applications

and to maintain any protection issuing on the Foreground Intellectual Property.

d) No consideration shall be paid by Transnet to the Service Provider for the assignment of any

Foreground Intellectual Property from the Service Provider to Transnet, over and above the

sums payable in terms of this Agreement. The Service Provider undertakes to sign all

documents and do all things as may be necessary to effect, record and perfect the

assignment of the Foreground Intellectual Property to Transnet.

e) Subject to anything contrary contained in this Agreement and/or the prior written consent of

Transnet [which consent shall not be unreasonably be withheld], the Service Provider shall

under no circumstances be entitled as of right, or to claim the right, to use Transnet’s

Background Intellectual Property and/or Foreground Intellectual Property.

30.3 Title to Improvements

Any improvements, developments, adaptations and/or modifications to the Foreground Intellectual

Property, and any and all new inventions or discoveries, based on or resulting from the use of

Transnet’s Background Intellectual Property and/or Confidential Information shall be exclusively

owned by Transnet. The Service Provider shall disclose promptly to Transnet all such improvements,

developments, adaptations and/or modifications, inventions or discoveries. The Service Provider

hereby undertakes to sign all documents and do all things as may be necessary to effect, record

and perfect the assignment of such improvements, developments, adaptations and/or modifications,

inventions or discoveries to Transnet and the Service Provider shall reasonably assist Transnet in

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attaining, maintaining or documenting ownership and/or protection of the improved Foreground

Intellectual Property.

30.4 Unauthorised Use of Confidential Information

The Service Provider shall not authorise any party to act on or use in any way any Confidential

Information belonging to Transnet whether or not such party is aware of such Confidential

Information, and shall promptly notify Transnet of the information if it becomes aware of any party

so acting, and shall provide Transnet the information with such assistance as Transnet reasonably

requires, at Transnet’s cost and expense, to prevent such third party from so acting.

30.5 Unauthorised Use of Intellectual Property

a) The Service Provider agrees to notify Transnet in writing of any conflicting uses of, and

applications of registrations of Patents, Designs and Trade Marks or any act of infringement,

unfair competition or passing off involving the Intellectual Property of Transnet of which the

Service Provider acquires knowledge and Transnet shall have the right, as its own option, to

proceed against any party infringing its Intellectual Property.

b) It shall be within the sole and absolute discretion of Transnet to determine what steps shall

be taken against the infringer and the Service Provider shall co-operate fully with Transnet,

at Transnet’s cost, in whatever measure including legal action to bring any infringement of

illegal use to an end.

c) The Service Provider shall cooperate to provide Transnet promptly with all relevant

ascertainable facts.

d) If proceedings are commenced by Transnet alone, Transnet shall be responsible for all

expenses but shall be entitled to all damages or other awards arising out of such

proceedings. If proceedings are commenced by both Parties, both Parties will be responsible

for the expenses and both Parties shall be entitled to damages or other awards arising out of

proceedings.

31 non-waiver

31.1 Failure or neglect by either Party, at any time, to enforce any of the provisions of this Agreement,

shall not in any manner be construed to be a waiver of any of that Party's rights in that regard

and in terms of this Agreement.

31.2 Such failure or neglect shall not in any manner affect the continued, unaltered validity of this

Agreement, or prejudice the right of that Party to institute subsequent action.

32 partial invalidity

If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, or shall be required

to be modified, the validity, legality and enforceability of the remaining provisions shall not be affected

thereby.

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{"name":null,"email":null,"phone":null,"department":null,"address":"............................................................................................................................. 30"}

Bidders must be legally registered entities with a valid B‑BBEE verification certificate, tax clearance, and necessary permits for cleaning operations. They must not appear on Transnet’s Database of Restricted Suppliers, must demonstrate capacity to meet OHS Act and environmental legislation requirements, and must agree to the Integrity Pact and all contractual obligations including subcontracting limits, reporting, and penalty clauses.

This Agreement is entered into by and between:

Transnet SOC Ltd [Registration Number 1990/000900/30] whose registered address is 150

Commissioner Street, Johannesburg, 2000 - Republic of South Africa [Transnet]

and

________________ [Registration Number ______________] whose registered address is

________________________________ [Service Provider].

Now therefore, IT is agreed:

1.1 Transnet hereby appoints the Service Provider to provide, and Transnet undertakes to

accept the supply of provision of Services provided for herein, as formally agreed between

the Parties and in accordance with the Schedule of Requirements / Work Orders issued as

a schedule to this Agreement; and

1.2 the Service Provider hereby undertakes to provide the Services provided for herein, as

formally agreed between the Parties and in accordance with the Schedule of Requirements

issued as a schedule to this Agreement.

2 definitions

Where the following words or phrases are used in this Agreement, such words or phrases shall have the

meaning assigned thereto in this clause, except where the context clearly requires otherwise:

2.1 AFSA means the Arbitration Foundation of South Africa;

2.2 Agreement means this Agreement and its associated schedules and/or annexures and/or

appendices, and/or schedules, including the Schedule of Requirements/Work Orders, the technical

specifications for the Services and such special conditions as shall apply to this Agreement, together

with the General Tender Conditions and any additional provisions in the associated bid documents

tendered by the Service Provider [as agreed, in writing, between the Parties], which collectively and

exclusively govern the provision of Services by the Service Provider to Transnet;

2.3 Assignment refers to the transfer of rights and obligations in a contract from an assigner to an

assignee.

2.4 Background Intellectual Property means all Intellectual Property introduced and required by

either Party to give effect to their obligations under this Agreement owned in whole or in part by or

licensed to either Party or their affiliates prior to the Commencement Date or developed after the

Commencement Date otherwise pursuant to this Agreement;

2.5 Business Day(s) means Mondays to Fridays between 07:30 and 16:00, excluding public holidays

as proclaimed in South Africa;

2.6 Cession refers to the transfer of only the rights a service provider has in terms of a contract from it

to a third party.

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2.7 Commencement Date means _____________ , notwithstanding the signature date of this

Agreement;

2.8 Confidential Information means any information or other data, whether in written, oral, graphic

or in any other form such as in documents, papers, memoranda, correspondence, notebooks,

reports, drawings, diagrams, discs, articles, samples, test results, prototypes, designs, plans,

formulae, patents, or inventor’s certificates, which a Party discloses or provides to the other Party

[intentionally or unintentionally, or as a result of one Party permitting the representative of the

other Party to visit any of its premises], or which otherwise becomes known to a Party, and which is

not in the public domain and includes, without limiting the generality of the term:

a) information relating to methods of operation, data and plans of the disclosing Party;

b) the contents of this Agreement;

c) private and personal details of employees or clients of the disclosing Party or any other

person where an onus rests on the disclosing Party to maintain the confidentiality of such

information;

d) any information disclosed by either Party and which is clearly marked as being confidential or

secret;

e) information relating to the strategic objectives and planning of the disclosing Party relating to

its existing and planned future business activities;

f) information relating to the past, present and future research and development of the

disclosing Party;

g) information relating to the business activities, business relationships, products, services,

customers, clients and Subcontractors of the disclosing Party where an onus rests on the

disclosing Party to maintain the confidentiality of such information;

h) information contained in the software and associated material and documentation belonging

to the disclosing Party;

i) technical and scientific information, Know-How and trade secrets of a disclosing Party

including inventions, applications and processes;

j) Copyright works;

k) commercial, financial and marketing information;

l) data concerning architecture, demonstrations, tools and techniques, processes, machinery

and equipment of the disclosing Party;

m) plans, designs, concepts, drawings, functional and technical requirements and specifications

of the disclosing Party;

n) information concerning faults or defects in Goods, equipment, hardware or software or the

incidence of such faults or defects; and

o) information concerning the charges, fees and/or costs of the disclosing Party or its

authorised Subcontractors, or their methods, practices or service performance levels actually

achieved;

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2.9 Copyright means the right in expressions, procedures, methods of operations or mathematical

concepts, computer program codes, compilations of data or other material, literary works, musical

works, artistic works, sound recordings, broadcasts, program carrying signals, published editions,

photographic works, or cinematographic works of the copyright owner to do or to authorise the

doing of certain acts specified in respect of the different categories of works;

2.10 Data means all data, databases, documents, information, graphics, text or other material in an

electronic or tangible medium which the Parties to this Agreement generate, collect, process, store

or transmit in relation to their business;

2.11 Designs mean registered Designs and/or Design applications and will include the monopoly right

granted for the protection of an independently created industrial design including designs dictated

essentially by technical or functional considerations as well as topographies of integrated circuits

and integrated circuits;

2.12 Expiry Date means _________________;

2.13 Foreground Intellectual Property means all Intellectual Property developed by either Party

pursuant to this Agreement;

2.14 ICC Incoterms means the the latest version of commercial trade terms as published by the

International Chamber of Commerce, Paris [ICC], which are otherwise referred to as purchase terms

and which define precisely the responsibilities, costs and risks of the buyer [Transnet] and the

seller [the Supplier]. Incoterms are only applicable to contracts involving the import or export of

Goods from one country to another and for the purpose of this Agreement, if applicable, shall mean

the designated Incoterm as stipulated in Schedule 1 hereto. Further details of the Incoterm

[purchase terms] for this Agreement, if applicable, can be viewed at the International Business

Training website - http://www.i-b-t.net/incoterms.html;

2.15 Intellectual Property means Patents, Designs, Know-How, Copyright and Trade Marks and all

rights having equivalent or similar effect which may exist anywhere in the world and includes all

future additions and improvements to the Intellectual Property;

2.16 Know-How means all Confidential Information of whatever nature relating to the Intellectual

Property and its exploitation as well as all other Confidential Information generally relating to

Transnet’s field of technology, including technical information, processing or manufacturing

techniques, Designs, specifications, formulae, systems, processes, information concerning materials

and marketing and business information in general;

2.17 Parties mean the Parties to this Agreement together with their subsidiaries, divisions, business

units, successors-in-title and assigns;

2.18 Party means either one of these Parties;

2.19 Patents mean registered Patents and Patent applications, once the latter have proceeded to grant,

and includes a right granted for any inventions, products or processes in all fields of technology;

2.20 Permitted Purpose means any activity or process to be undertaken or supervised by a Staff

member of one Party during the term of this Agreement, for which purpose authorised disclosure of

the other Party’s Confidential Information or Intellectual Property is a prerequisite in order to enable

such activity or process to be accomplished;

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2.21 Price(s) means the agreed Price(s) for the Services to be purchased from the Service Provider by

Transnet, as detailed in the Schedule of Requirements, issued in accordance with this Agreement,

as amended by mutual agreement between the Parties and in accordance with the terms and

conditions in this Agreement from time to time;

2.22 Purchase Order(s) means official orders issued by an operating division of Transnet to the Service

Provider for the supply of Goods or Services;

2.23 Service(s) means Provision of Cleaning services for Transnet Property at KZN Coastal

Areas for a period of thirty-six (36) months Service(s) provided to Transnet by the Service

Provider, pursuant to the Work Order(s) in terms of this Agreement;

2.24 Service Level Agreement or SLA means the processes, deliverables, key performance indicators

and performance standards relating to the Services to be provided by the Service Provider;

2.25 Staff means any partner, employee, agent, consultant, independent associate or contractor,

Subcontractor and the staff of such Subcontractor, or other authorised representative of either

Party;

2.26 Schedule of Requirements means Schedule 1 hereto;

2.27 Subcontract means any contract or agreement or proposed contract or agreement between the

Service Provider and any third party whereby that third party agrees to provide to the Supplier the

Goods or related Services or any part thereof or material used in the manufacture of the Goods or

any part thereof;

2.28 Subcontractor means the third party with whom the Service Provider enters into a Subcontract;

2.29 Tax Invoice means the document as required by Section 20 of the VAT Act, as may be amended

from time to time;

2.30 Trade Marks mean registered Trade Marks and Trade Mark applications and include any sign or

logo, or combination of signs and/or logos capable of distinguishing the goods or services of one

undertaking from those of another undertaking;

2.31 VAT means Value-Added Tax chargeable in terms of the VAT Act, , as may be amended

from time to time; and

2.32 VAT Act means the Value Added Tax Act, No , as may be amended from time to time.

2.33 Work Order(s) means a detailed scope of work for a Service required by Transnet, including

timeframes, Deliverable, Fees and costs for the supply of the Service to Transnet, which may be

appended to this Agreement from time to time.

3 interpretation

3.1 Clause headings in this Agreement are included for ease of reference only and do not form part of

this Agreement for the purposes of interpretation or for any other purpose. No provision shall be

construed against or interpreted to the disadvantage of either Party hereto by reason of such Party

having or being deemed to have structured or drafted such provision.

3.2 Any term, word or phrase used in this Agreement, other than those defined under the clause

heading “Definitions” shall be given its plain English meaning, and those terms, words, acronyms,

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and phrases used in this Agreement will be interpreted in accordance with the generally accepted

meanings accorded thereto.

3.3 A reference to the singular incorporates a reference to the plural and viceversa.

3.4 A reference to natural persons incorporates a reference to legal persons and viceversa.

3.5 A reference to a particular gender incorporates a reference to the other gender.

4 nature and scope

4.1 This Agreement is an agreement under the terms and conditions of which the Service Provider will

arrange for the supply/provision to Transnet of the Services which meet the requirements and

specifications of Transnet, the delivery of which is controlled by means of Purchase Orders to be

issued by Transnet and executed by the Service Provider in accordance with this Agreement.

4.2 Such Purchase Orders and deliveries to Transnet shall be agreed between the Parties from time to

time, subject to the terms of the Schedule of Requirements/Work Order.

4.3 Each properly executed Purchase Order forms an inseparable part of this Agreement as if it were

fully incorporated into the body of this Agreement.

4.4 During the period of this Agreement, both Parties can make written suggestions for amendments to

the Schedule of Requirements/Work Orders in accordance with procedures set out in clause 36

[AmendmentandChangeControl]. A Party will advise the other Party within 14 [fourteen] Business

Days, or such other period as mutually agreed, whether the amendment is acceptable.

4.5 Insofar as any term, provision or condition in the Schedule of Requirements/Work Order conflicts

with a like term, provision or condition in this Agreement and/or a Purchase Order, the term or

provision or condition in this Master Agreement shall prevail, unless such term or provision or

condition in this Master Agreement has been specifically revoked or amended by mutual written

agreement between the Parties.

4.6 Time will be of the essence and the Service Provider will perform its obligations under this

Agreement in accordance with the timeframe(s) [if any] set out in the relevant schedule, save that

the Service Provider will not be liable under this clause if it is unable to meet such obligation within

the time required as a direct result of any act or omission by Transnet and it has used its best

endeavours to advise Transnet of such act or omission. In the event of such delay, any time

deadlines detailed in the relevant schedule shall be extended by a period equal to the period of that

delay.

5 authority of parties

5.1 Nothing in this Agreement will constitute or be deemed to constitute a partnership between the

Parties, or constitute or be deemed to constitute the Parties as agents or employees of one another

for any purpose or in any form whatsoever.

5.2 Neither Party shall be entitled to, or have the power or authority to:

a) enter into an agreement in the name of the other; or

b) give any warranty, representation or undertaking on the other's behalf; or

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c) create any liability against the other or bind the other’s credit in any way or for any purpose

whatsoever.

6 duration/term and cancellation

6.1 Notwithstanding the date of signature hereof, the Commencement Date of this Agreement is

_____________ and the duration shall be for an thirty-six [36] month period, expiring on

_____________________unless:

a) this Agreement is terminated by either Party in accordance with the provisions incorporated

herein or in any schedules or annexures appended hereto, or otherwise in accordance with

law or equity; or

b) this Agreement is extended at Transnet’s option for a further period to be agreed by the

Parties.

c) the allocated maximum contract value is depleted before the contract expiry date.

6.2 Notwithstanding clause 23 [Breach and Termination], either Party may cancel this Agreement

without cause by giving 7 [seven] calendar days prior written notice thereof to the other Party,

provided that in such instance, this Agreement will nevertheless be applicable in respect of all

Purchase Orders which have been placed prior to the date of such cancellation.

7 risk management

7.1 Where Transnet determines appropriate, within two (2) weeks from the date of contract signature,

the Parties are to meet to prepare and maintain a contract Risk Register. The Risk Register shall

include a description of the risks and a description of the actions which are to be taken to avoid or

reduce these risks which both Parties shall jointly determine.

7.2 Contract progress meetings shall be held monthly, or unless otherwise agreed between the Parties

in writing. The purposes of these progress meetings shall be to capture the number of late

deliverables against agreed milestones, actual costs against payment plans, performance issues or

concerns, contract requirements not achieved, the status of previous corrective actions and risk

management. Minutes of meetings shall be maintained and signed off between the Parties

throughout the contract period.

8 transnet’s obligations

8.1 Transnet undertakes to promptly comply with any reasonable request by the Service Provider for

information, including information concerning Transnet's operations and activities, that relates to

the Services as may be necessary for the Service Provider to provide the Services, but for no other

purpose. However, Transnet's compliance with any request for information is subject to any internal

security rules and requirements and subject to the observance by the Service Provider of its

confidentiality obligations under this Agreement.

8.2 The Service Provider shall give Transnet reasonable notice of any information it requires.

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8.3 Transnet agrees to provide the Service Provider or its Personnel such access to and use of its

facilities as is necessary to allow the Service Provider to perform its obligations under this

Agreement.

9 general obligations of the service provider

9.1 The Service Provider shall:

a) respond promptly to all complaints and enquiries from Transnet;

b) inform Transnet immediately of any dispute or complaint arising in relation to the storage or

delivery of the Goods;

c) conduct its business in a professional manner which will reflect positively upon the Service

Provider and the Supplier’s/Service Provider’s products/services;

d) keep full records clearly indicating all transactions concluded by the Service Provider relating

to the delivery of the Services and keep such records for at least 5 [five] years from the date

of each such transaction;

e) obtain, and at all times maintain in full force and effect, any and all licences, permits and the

like required under applicable laws for the provision of the Services and ancillary Services

and the conduct of the business and activities of the Service Provider;

f) observe and ensure compliance with all requirements and obligations as set out in the labour

and related legislation of South Africa, including the Occupational Health and Safety Act, , as may be amended from time to time;

g) observe and ensure compliance with all requirements and objectives of the Transnet Supplier

Integrity Pact as agreed to in response to the RFP. The general purpose of the Supplier

Integrity Pact is to agree to avoid all forms of dishonesty, fraud and corruption by following a

system that is fair, transparent and free from any undue influence prior to, during and

subsequent to the currency of the procurement event leading to this Agreement and this

Agreement itself;

h) comply with all applicable environmental legislation and regulations, demonstrate sound

environmental performance and have an environmental management policy which ensures

that its products, including the Services or ancillary Services are procured, produced,

packaged, delivered and are capable of being used and ultimately disposed of in a way that

is environmentally appropriate; and

i) ensure the validity of all renewable certifications, including but not limited to its B-BBEE

Verification Certificate, throughout the entire term of this Agreement. Should the Service

Provider fail to present Transnet with such renewals as they become due, Transnet shall be

entitled, in addition to any other rights and remedies that it may have in terms of the

Agreement, to terminate this Agreement forthwith without any liability and without prejudice

to any claims which Transnet may have for damages against the Service Provider.

9.2 The Service Provider acknowledges and agrees that it shall at all times:

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a) render the supply of the Services and ancillary Services (if applicable) and perform all its

duties with honesty and integrity;

b) communicate openly and honestly with Transnet regarding the supply and performance of

the Services and demonstrate a commitment to effecting the supply and performing ancillary

Services timeously, efficiently and at least to the required standards;

c) endeavour to provide the highest possible standards of service and workmanship, with a

reasonable degree of care and diligence;

d) use its best endeavours and make every diligent effort to meet agreed deadlines;

e) treat its own Staff, as well as all Transnet’s Staff, with fairness and courtesy and respect for

their human rights;

f) practice and promote its own internal policies aimed at prohibiting and preventing unfair

discrimination;

g) treat all enquiries from Transnet in connection with the supply of the Services and/or

ancillary Services with courtesy and respond to all enquiries promptly and efficiently. Where

the Service Provider is unable to comply with the provisions of this clause, the Service

Provider will advise Transnet of the delay and the reasons therefor and will keep Transnet

informed of progress made regarding the enquiry;

h) when requested by Transnet, provide clear and accurate information regarding the

Supplier's/Service Provider’s own policies and procedures, excluding Know-How and other

Confidential Information, except where a non-disclosure undertaking has been entered into

between the Parties;

i) not allow a conflict of interest to develop between its own interests [or the interests of any

of its other customers] and the interests of Transnet;

j) not accept or offer, nor allow, induce or promote the acceptance or offering of any gratuity,

enticement, incentive or gift that could reasonably be regarded as bribery or an attempt to

otherwise exert undue influence over the recipient;

k) not mislead Transnet or its officers, employees and stakeholders, whether by act or

omission;

l) not otherwise act in an unethical manner or do anything which could reasonably be expected

to damage or tarnish Transnet’s reputation or business image;

m) immediately report to Transnet any unethical, fraudulent or otherwise unlawful conduct of

which it becomes aware in connection with Transnet or the supply of Services or ancillary

Services to Transnet;

n) ensure that at all times, during the currency of this Agreement, it complies with all

obligations and commitments in terms of the provisions of the Income Tax Act, No , the VAT Act or any other tax legislation relating to their liability for Income Tax, VAT,

Pay as You Earn or any other tax. The Service Provider shall further ensure Tax Clearance

Compliance, for the duration of this Agreement;

o) not victimise, harass or discriminate against any employee of either Party to this Agreement

or any applicant for employment with either Party to this Agreement due to their gender,

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race, disability, age, religious belief, sexual orientation or part-time status. This provision

applies, but is not limited to employment, upgrading, work environment, demotion, transfer,

recruitment, recruitment advertising, termination of employment, rates of pay or other forms

of compensation and selection for training.

p) shall ensure that its employees, agents and Subcontractors will not breach any applicable

discrimination legislation and any amendments and re-enactments thereof.

9.3 In compliance with the National Railway Safety Regulator Act, , as may be amended from

time to time, the Supplier shall ensure that the Services and ancillary Services, to be supplied to

Transnet under the terms and conditions of this Agreement, comply fully with the Specifications as

set forth in Schedule 1 hereto, and shall thereby adhere [as applicable] to railway safety

requirements and/or regulations. Permission for the engagement of a Subcontractor by the Supplier,

as applicable, shall be subject to a review of the capability of the proposed Subcontractor to comply

with the specified railway safety requirements and/or regulations. The Supplier and/or its

Subcontractor shall grant Transnet access, during the term of this Agreement, to review any safety-

related activities, including the coordination of such activities across all parts of its organisation.

10 service provider’s personnel

10.1 The Service Provider’s Personnel shall be regarded at all times as employees, agents or

Subcontractors of the Service Provider and no relationship of employer and employee shall arise

between Transnet and any Service Provider Personnel under any circumstances regardless of the

degree of supervision that may be exercised over the Personnel by Transnet.

10.2 The Service Provider warrants that all its Personnel will be entitled to work in South Africa or any

other country in which the Services are to be performed.

10.3 The Service Provider will ensure that its Personnel comply with all reasonable requirements made

known to the Service Provider by Transnet concerning conduct at any Transnet premises or any

other premises upon which the Services are to be performed [including but not limited to security

regulations, policy standards and codes of practice and health and safety requirements]. The

Service Provider will ensure that such Personnel at all times act in a lawful and proper manner in

accordance with these requirements.

10.4 Transnet reserves the right to refuse to admit or to remove from any premises occupied by or on

behalf of it, any Service Provider Personnel whose admission or presence would, in the reasonable

opinion of Transnet, be undesirable or who represents a threat to confidentiality or security or

whose presence would be in breach of any rules and regulations governing Transnet's Personnel,

provided that Transnet notifies the Service Provider of any such refusal [with reasons why]. The

reasonable exclusion of any such individual from such premises shall not relieve the Service Provider

from the performance of its obligations under this Agreement.

10.5 The Service Provider agrees to use all reasonable endeavours to ensure the continuity of its

Personnel assigned to perform the Services. If any re-assignment by the Service Provider of those

Personnel is necessary, or if Transnet advises that any such Personnel assigned are in any respect

unsatisfactory, including where any such Personnel are, or are expected to be or have been absent

for any period, then the Service Provider will promptly supply a replacement of equivalent calibre

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and experience, and any such replacement shall be approved by Transnet prior to commencing

provision of the Services, such approval not to be unreasonably withheld or delayed.

11 subcontracting (not applicable to this agreement)

11.1 The Service Provider may only enter into a subcontracting arrangement or replace a subcontractor

with the approval of Transnet.

11.2 If the Service Provider subcontracts a portion of the contract to another person without declaring it to

Transnet reserves the right to penalise the Service Provider up to 10% of the value of the contract.

11.3 Where the Service Provider seeks to replace a subcontractor Transnet shall be entitled to obtain

representations or input from the initial subcontractor who was part of the tender process whose

credentials were used in the Service Provider’s tender submission. Transnet shall consider input from

all parties concerned, in order to take a decision on the proposed replacement of the subcontractor.

The subcontracting arrangement or contract remains between the Service Provider (main contractor)

and the subcontractor.

11.4 Should Transnet approve the Service Provider’s subcontracting arrangement, the Service Provider and

not the Sub-contractor will at all times be held liable for performance in terms of its contractual

obligations.

11.5 The Service Provider may not subcontract in such a manner that the the overall value of the contract

is reduced to below the stipulated minimum threshold.

11.6 The Service Provider may not subcontract more than 25% of the value of the contract to any other

enterprise that does not have an equal or higher B-BBEE status level of contributor than the Service

Provider, unless the contract is subcontracted to an Exempted Micro Enterprise (EME) that has the

capability and ability to execute the Subcontract.

12 payment to sub-contractors (not applicable to this agreement)

12.1 Transnet reserves the right, in its sole discretion, to make payment directly to the sub-contractor of

the Service Provider, subject to the following conditions:

a) Receipt of an undisputed invoice from the sub-contractor; and

b) Receipt of written confirmation from the Service Provider that the amounts claimed by the

sub-contractor are correct and that the services for which the sub-contractor has requested

payment were rendered to the satisfaction of the Service Provider, against the required

standards.

12.2 Nothing contained in this clause must be interpreted as bestowing on any sub-contractor a right or

legitimate expectation to be paid directly by Transnet. Furthermore, this clause does not bestow any

right or legitimate expectation on the Service Provider to demand that Transnet pay its sub-contractor

directly. The decision to pay any sub-contractor directly, remains that of Transnet alone.

12.3 The Service Provider remains liable for its contractual obligations under the Agreement, including all

services rendered by the sub-contractor.

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12.4 This clause does not establish any contractual relationship between Transnet and any sub-contractor

of the Service Provider, whatsoever.

13 b-bbee and socio-economic obligations

13.1 B-BBEE Scorecard

a) Transnet fully endorses and supports the Broad-Based Black Economic Empowerment

Programme and is strongly of the opinion that all South African business enterprises have an

equal obligation to redress the imbalances of the past.

b) In response to this requirement, the Service Provider shall submit to Transnet’s Contract

Manager or such other designated person details of its B-BBEE status in terms of the latest

Codes of Good Practice issued in terms of the B-BBEE Act and proof thereof at the beginning

of March each year during the currency of this Agreement.

c) The Service Provider undertakes to notify and provide full details to Transnet in the event

there is:

(i) a change in the Service Provider’s B-BBEE status which is less than what it was at the

time of its appointment including the impact thereof; and

(ii) a corporate or internal restructure or change in control of the Service Provider which

has or likely to impact negatively on the Supplier’s/ Service Provider’s B-BBEE status.

d) Notwithstanding any other reporting requirement in terms hereof, the Supplier Service

Provider undertakes to provide any B-BBEE data (underlying data relating to the Supplier

/Service Provider which has been relied upon or utilised by a verification agency or auditor

for the purposes of issuing a verification certificate in respect of the Service Provider B-BBEE

status) which Transnet may request on written notice within 30 (thirty) calendar days of

such request. A failure to provide such data shall constitute a Supplier/ Service Provider

Default and may be dealt with in accordance with the provisions of clause 23.

e) In the event there is a change in the Supplier’s/ Service Provider’s B-BBEE status, then the

provisions of clause 23 shall apply.

13.2 Green Economy/Carbon Footprint

a) The Service Provider has in its bid provided Transnet with an understanding of the

Supplier’s/Service Provider’s position with regard to issues such as waste disposal, recycling

and energy conservation.

14 penalties

14.1 Penalties for Non-compliance to Service Level Agreement

Where the Service Provider fails to deliver the Services within the agreed and accepted milestone

timelines and provided that the cause of the delay was not due to a fault of Transnet, penalties shall

be imposed at applicable rates as outlined on the Key Performance Indicators (KPI’s) penalties

annexed herein, amount payable the following month.

14.2 Non-compliance penalties for subcontracting (not applicable to this agreement)

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a) Breach of subcontracting obligations provides Transnet cause to terminate the contract in

certain cases where there is a material Non-compliance.

b) If the Service Provider fails to achieve its subcontracting commitments as per their bid

submission (“a Non-Compliance”), the Service Provider shall pay a Non-Compliance

penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance.

c) Such penalty shall be calculated based on the difference in value between the committed

and delivered subcontracting value (i.e. 100% of the undelivered subcontracting value) plus

an additional 10% (ten per cent) of such difference.

Non-compliance Penalty Certificate:

d) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate 90 business days before the expiry of the contract indicating

the Non-compliance Penalties which have accrued during that period.

e) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Service Provider disputes any of the amounts set out in a Non-compliance

Penalty Certificate:

• the dispute shall be resolved in accordance with the provisions of the Agreement; and
• if pursuant to that referral, it is determined that the Service Provider owes any amount

to Transnet pursuant to the Non-compliance Penalty Certificate, then the Service

Provider shall pay such amount to Transnet within 10 (ten) Business Days of the

determination made pursuant to such determination and an accompanying valid Tax

Invoice.

Payment of Non-compliance Penalties:

f) Subject to Clause (e) above, the Service Provider shall pay the Non-compliance Penalty

indicated in the Non-compliance Penalty Certificate within 10 (ten) Business Days of

Transnet issuing a valid Tax Invoice to the Service Provider for the amount set out in that

certificate. If Transnet does not issue a valid Tax Invoice to the Service Provider for Non-

compliance Penalties accrued during any relevant period, those Non-compliance Penalties

shall be carried forward to the next period.

g) The Service Provider shall pay the amount due within 10 (ten) days after receipt of a valid

Tax Invoice from Transnet, failing which Transnet shall, without prejudice to any other rights

of Transnet under this Agreement, be entitled to call for payment which may be in any form

Transnet deems reasonable and/or appropriate.

h) Should the Service Provider fail to pay any Non Compliance Penalties within the time

indicated above (as applicable), Transnet shall be entitled to deduct (set off) the amount not

paid by the Service Provider from the account of the Service Provider in the ensuing month.

i) The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT

payable on Non Compliance Penalties will be for the account of the Service Provider.

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14.3 Non-compliance penalties for Job Creation

a) Breach of job creation obligations provides Transnet cause to terminate the contract in

certain cases where there is a material Non-compliance.

b) If the Service Provider fails to achieve its job creation commitments as per their bid

submission (“a Non-Compliance”), the Service Provider shall pay a Non-Compliance

penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance.

c) Such penalty shall be calculated based on the difference between the committed and

delivered jobs. For every job not created, a penalty of 2% of the contract value will be

applied.

Non-compliance Penalty Certificate:

d) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate 90 business days before the expiry of the contract indicating

the Non-compliance Penalties which have accrued during that period.

e) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Service Provider disputes any of the amounts set out in a Non-compliance

Penalty Certificate:

• the dispute shall be resolved in accordance with the provisions of the Agreement; and
• if pursuant to that referral, it is determined that the Service Provider owes any amount

to Transnet pursuant to the Non-compliance Penalty Certificate, then the Service

Provider shall pay such amount to Transnet within 10 (ten) Business Days of the

determination made pursuant to such determination and an accompanying valid Tax

Invoice.

Payment of Non-compliance Penalties:

f) Subject to Clause (e) above, the Service Provider shall pay the Non-compliance Penalty

indicated in the Non-compliance Penalty Certificate within 10 (ten) Business Days of

Transnet issuing a valid Tax Invoice to the Service Provider for the amount set out in that

certificate. If Transnet does not issue a valid Tax Invoice to the Service Provider for Non-

compliance Penalties accrued during any relevant period, those Non-compliance Penalties

shall be carried forward to the next period.

g) The Service Provider shall pay the amount due within 10 (ten) days after receipt of a valid

Tax Invoice from Transnet, failing which Transnet shall, without prejudice to any other rights

of Transnet under this Agreement, be entitled to call for payment which may be in any form

Transnet deems reasonable and/or appropriate.

h) Should the Service Provider fail to pay any Non Compliance Penalties within the time

indicated above (as applicable), Transnet shall be entitled to deduct (set off) the amount not

paid by the Service Provider from the account of the Service Provider in the ensuing month.

The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT payable

on Non Compliance Penalties will be for the account of the Service Provider.

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15 fees and expenses relating to services

15.1 In consideration of the provision of the Services, Transnet will pay to the Service Provider the Fees

detailed in the relevant schedule or Work Order.

15.2 Transnet will not be invoiced for materials used in the provision of the Services save for those

materials [if any] set out in the Work Order and accepted by Transnet or in any relevant Work

Order [which will be invoiced to Transnet at cost].

15.3 Unless otherwise agreed in a schedule or Work Order, Transnet will reimburse to the Service

Provider all reasonable and proper expenses incurred directly and solely in connection with the

provision of the Services, provided that all such expenses:

a) are agreed by Transnet in advance;

b) are incurred in accordance with Transnet’s standard travel and expenses policies;

c) are passed on to Transnet at cost with no administration fee; and

d) will only be reimbursed if supported by relevant receipts.

15.4 All Tax Invoices relating to Fees, out of pocket expenses and, if applicable, travel and

accommodation costs, will provide the detail for each of the Personnel carrying out the Services and

incurring the expenses, and the Tax Invoice will, where appropriate, include VAT as a separate

item.

16 invoices and payment

16.1 Transnet shall pay the Service Provider the amounts stipulated in each Purchase Order/Work

Order, subject to the terms and conditions of this Agreement.

16.2 Transnet shall pay such amounts to the Service Provider upon receipt of a valid and undisputed

Tax Invoice together with the supporting documentation, as specified in the Schedule of

Requirements appended hereto, once the valid and undisputed Tax Invoices or such portions of

the Tax Invoices which are valid and undisputed become due and payable to the Service Provider

for the delivery of the Services ordered, in terms of clause 16.5 below.

16.3 Transnet may, pending an investigation, withhold any payments to the Service Provider, in the

case where irregular expenditure has been identified in the particular contract and that there is

reasonable suspicion that the Service Provider is involved or was aware that the contract

transgressed any legislation.

16.4 All Prices set out in this Agreement and the Schedule of Requirements hereto are to be indicated

inclusive and exclusive of VAT, which will be payable at the applicable rate in ZAR.

16.5 Unless otherwise provided for in the Schedule of Requirements appended to this Agreement, Tax

Invoices shall be submitted together with a month-end statement. Payment against such month-

end statement shall be made by Transnet within 30 [thirty] calendar days after date of receipt by

Transnet of the Supplier’s/Service Provider’s statement together with the relevant valid and

undisputed Tax Invoice(s) and supporting documentation.

16.6 Where the payment of any Tax Invoice, or any part of a Tax Invoice which is not in dispute, is not

made in accordance with this clause, the Service Provider shall be entitled to charge interest on

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the outstanding amount, at The Standard Bank of South Africa’s prime rate of interest in force, for

the period from the due date of payment until the outstanding amount is paid.

16.7 The Service Provider shall remain the owner of all plant, material, machinery, equipment and the

like [collectively, the Supplier’s Goods] provided to Transnet until Transnet has paid in full for

the Supplier’s Goods, it being specifically agreed that Transnet shall acquire no rights [including

liens] of whatsoever nature in such Supplier’s Goods until date of final payment by Transnet.

Subject to the aforegoing, all risk and benefit to the Supplier’s Goods shall pass from the Supplier

to Transnet on delivery of the Supplier’s Goods by the Supplier to Transnet.

17 price adjustments

17.1 Prices for Services supplied in terms of this Agreement shall be fixed and firm for the entire

duration of the contract.

18 warranties applicable to services

18.1 The Service Provider warrants to Transnet that:

a) it has full capacity and authority to enter into and to perform this Agreement and that this

Agreement is executed by a duly authorised representatives of the Service Provider;

b) it will discharge its obligations under this Agreement and any annexure, appendix or

schedule hereto with all due skill, care and diligence;

c) it will be solely responsible for the payment of remuneration and associated benefits, if any,

of its Personnel and for withholding and remitting income tax for its Personnel in

conformance with any applicable laws and regulations;

d) it will procure licences for Transnet in respect of all Third Party Material detailed in the Work

Order(s), and will procure the right for Transnet to take such copies [in whole or in part] of

such Third Party Materials as it may reasonably require for the purposes of back-up for

archiving and disaster recovery; and

e) the use or possession by Transnet of any Materials will not subject Transnet to any claim for

infringement of any Intellectual Property Rights of any third party.

18.2 The Service Provider warrants that it will perform its obligations under this Agreement in accordance

with the Service Levels as defined in the relevant schedule. Transnet may at its discretion audit

compliance with the Service Levels, provided that any such audit is carried out with reasonable prior

notice and in a reasonable way so as not to have an adverse effect on the performance of the

Services. Without prejudice to clause 18.3 below, in the event that the Service Provider fails to meet

the Service Levels, Transnet may claim appropriate service credits or invoke a retention of Fees as

detailed in the relevant schedule and/or Work Order.

18.3 The Service Provider warrants that for a period of 90 [ninety] calendar days from Acceptance of the

Deliverables they will, if properly used, conform in all material respects with the requirements set

out in the relevant schedule. The Service Provider will at its expense remedy any such non-

conformance as soon as possible but in any event within 7 [seven] calendar days of notification by

Transnet. In the event that the Service Provider fails or is unable to remedy such non-conformance

within such time-scale, Transnet will be entitled to employ a third party to do so in place of the

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Service Provider and any excess charges or costs incurred by Transnet as a result shall be paid by

the Service Provider.

18.4 The Service Provider will remedy any defect within 7 [seven] calendar days of being notified of that

defect by Transnet in writing.

18.5 The Service Provider will not be liable to remedy any problem arising from or caused by any

modification made by Transnet to the Deliverables, or any part thereof, without the prior approval

of the Service Provider.

18.6 The Service Provider shall advise Transnet of the effects of any steps proposed by Transnet

pursuant to clause 18.5 above, including but not limited to any cost implications or any disruption or

delay in the performance of the Services. The Parties agree that any changes to the Services,

including the charges for the Services or any timetables for delivery of the Services, will be agreed

in accordance with the change control procedure, as set out in clause 36 [AmendmentandChange

Control].

18.7 The Service Provider warrants that:

a) it has, using the most up-to-date software available, tested for all commonly known viruses

in the Materials and for all viruses known by the Service Provider at the date of the relevant

Work Order; and

b) at the time of delivery to Transnet, the Materials do not contain any trojan horse, worm,

logic bomb, time bomb, back door, trap door, keys or other harmful components.

The Service Provider agrees that, in the event that a virus is found, it will at its own expense use its

best endeavours to assist Transnet in reducing the effect of the virus and, particularly in the event

that a virus causes loss of operational efficiency or loss of data, to assist Transnet to the same

extent to mitigate such losses and to restore Transnet to its original operating efficiency.

18.8 The Service Provider undertakes to comply with South Africa’s general privacy protection in terms of

Section 14 of the Bill of Rights in connection with this Agreement and shall procure that its

Personnel shall observe the provisions of Section 14 [as applicable] or any amendments and re-

enactments thereof and any regulations made pursuant thereto.

18.9 The Service Provider warrants that it has taken all reasonable precautions to ensure that, in the

event of a disaster, the impact of such disaster on the ability of the Service Provider to comply with

its obligations under this Agreement will be reduced to the greatest extent possible, and that the

Service Provider shall ensure that it has appropriate, tested and documented recovery arrangements

in place.

18.10 In compliance with the National Railway Safety Regulator Act, , the Service Provider shall

ensure that the Services, to be supplied to Transnet under the terms and conditions of this

Agreement, comply fully with the specifications as set forth in Schedule 1 hereto, and shall thereby

adhere [as applicable] to railway safety requirements and/or regulations. Permission for the

engagement of a Subcontractor by the Service Provider [as applicable] shall be subject to a review

of the capability of the proposed Subcontractor to comply with the specified railway safety

requirements and/or regulations. The Service Provider and/or its Subcontractor shall grant Transnet

access, during the term of this Agreement, to review any safety-related activities, including the

coordination of such activities across all parts of its organisation.

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19 third party indemnity

The Service Provider hereby indemnifies and shall hold Transnet harmless against any direct damages

suffered by or claims arising against Transnet in respect of clause 18.1 above.

20 total or partial failure to perform

20.1 In the case of Goods to be specially manufactured for it, if Transnet at any time ascertains that:

a) no manufacturing of the Goods specified in a Purchase Order has commenced and there is

little or no prospect, in Transnet’s opinion, that manufacturing will commence within a

reasonable time; or

b) delivery of any of the Goods is being or is likely to be delayed beyond the promised delivery

date(s), and there is little or no prospect of the Purchase Order(s) being carried out within

reasonable adherence to the promised delivery rate(s) or time(s),

then Transnet may, irrespective of the cause of the delay, by notice to the Supplier, cancel as from

a future date specified in such notice the whole or any part of this Agreement or Purchase Order in

respect of which the Goods to be supplied have not been completed by that date, without incurring

any liability by reason of such cancellation except as provided in this clause.

20.2 The Service Provider shall thereupon, as soon as possible after such date, deliver to Transnet the

Services [if any] already completed, and payment for the part performance shall be made on a pro

rata basis, provided the uncompleted part is not an integral or essential part of the completed

Services. Where an integral or essential part of the work has not been completed, the amount to be

paid to the Service Provider will be calculated on the basis of Transnet’s enrichment. The Service

Provider shall, wherever practicable, supply Transnet with the necessary drawings and/or

specifications to enable it to complete the work.

20.3 Whenever, in any case not covered by clause 20.1 above, the Supplier fails or neglects to execute

the work or to deliver any portion of the Services as required by the terms of this Agreement or

Purchase Order, or if any Services are rejected on any of the grounds, Transnet may cancel this

Agreement or Purchase Order in so far as it relates to the unexecuted work or the undelivered or

rejected portion of the Services, and in such event, the supply of the remaining portion shall remain

subject in all respects to these conditions.

21 non-conformance of services procured

21.1 In the case of services manufactured for and procured by Transnet from the Service Provider in

terms of this Agreement, being found not to conform to the Transnet standards, specifications and

requirements, Transnet at any time may be entitled to raise a Non Conformance Report (NCR)

against a Service Provider whose Services do not conform to Transnet standards, specifications and

requirements directing the Service Provider to investigate and remedy the non-conformance within

the stipulated time frame as may be determined by Transnet at its discretion.

21.2 Failure by the Service Provider to fully comply with NCR within the period stated in sub-clause 21.1

above, shall entitle Transnet to further conditions to which the Service Provider must discharge in

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order to close the NCR or to terminate the order without giving the Service Provider written notice

of termination in terms of this Agreement.

21.3 Transnet reserves the right to terminate the contract if the Service Provider commits the same or a

substantially similar default on more than one occasion, or otherwise defaults under this Agreement

more than once, Transnet shall have the right to terminate this Agreement immediately upon

written notice to the Service Provider. Such termination shall be without prejudice to any other

rights or remedies available to Transnet under this Agreement or at law.

22 rights on cancellation

22.1 If this Agreement or Purchase Order is cancelled in whole or in part in terms of clause 20 [Totalor

PartialFailuretoPerform], Transnet may execute or complete this Agreement with any other entity

and do so on such terms as it may deem proper, or may procure other comparable Services in

substitution for those neglected to be manufactured or supplied or rejected as aforesaid, and may

recover from the Supplier the difference between the cost of such Services and the Price [if the

latter was lower] as well as any costs and expenses [including any additional transport costs] which

Transnet may have had to incur in consequence of the Service Provider’s default.

22.2 Any amount which may be recoverable from the Service Provider in terms of clause 22.1 above,

without prejudice to any other legal remedies available to Transnet, may be deducted in whole or in

part from any monies in the hands of Transnet and due for payment to the Service Provider.

23 breach and termination

23.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any

right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all

provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.

23.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up,

and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property

belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that

Work Order] which may be in the possession of, or under the control of the Service Provider, and

certify to Transnet in writing that this has been done.

23.3 To the extent that any of the Deliverables and property referred to in clause 23.2 above are in

electronic form and contained on non-detachable storage devices, the Service Provider will provide

Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and

delete copies so held.

23.4 In the event that this Agreement is terminated by the Service Provider under clause 6. [Term and

Cancellation], or in the event that a Work Order is terminated by Transnet under clause 23 [Breach

and Consequences of Termination], Transnet will pay to the Service Provider all outstanding Fees

[apportioned on a pro rata basis] relating to the work undertaken by the Service Provider up until

the date of such termination. Transnet will also pay the costs of any goods and materials ordered by

the Service Provider in relation to the such work for which the Service Provider has paid or is legally

obliged to pay, in which case, on delivery of such goods or materials, the Service Provider will

promptly deliver such goods and materials to Transnet or as it may direct.

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23.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to

remedy such breach within 07 [seven] calendar days of written notice thereof, the other Party

[hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies

that it may have in terms of this Agreement, to terminate this Agreement forthwith without any

liability and without prejudice to any claims which the Aggrieved Party may have for damages

against the Defaulting Party.

23.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when

the other Party is unable to pay its debts as they fall due or commits any act or omission which

would be an act of insolvency in terms of the Insolvency Act, [as amended from time to

time], or if any action, application or proceeding is made with regard to it for:

a) a voluntary arrangement or composition or reconstruction of its debts;

b) its winding-up or dissolution;

c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;

d) any similar action, application or proceeding in any jurisdiction to which it is subject.

23.7 Transnet may terminate this Agreement at any time within 1 [one] month of becoming aware of a

change of control of the Service Provider by notice in writing to the Service Provider. For the

purposes of this clause, control means the right to direct the affairs of a company whether by

ownership of shares, membership of the board of directors, agreement or otherwise.

23.8 Notwithstanding this clause 23, Transnet may cancel this Agreement without cause by giving 30

[thirty] calendar days prior written notice thereof to the Service Provider, or

23.9 The provisions of clauses 2 [Definitions], 18 [Warranties], 22 [Rights on Cancellation], 27

[Confidentiality], 29 [Limitation of Liability], 30 [Intellectual Property Rights], 33 [Dispute

Resolution]and 37.1 [GoverningLaw]shall survive termination or expiry of this Agreement.

24 cessions and assignments as per nt instruction note /2023

24.1 The Service Provider is not allowed to cede its rights for payment in terms of this Agreement

without prior written approval from Transnet. Cession shall only be applicable as follows:

a) Cession must only be applicable to the transfer of right to payment for Services

delivered/rendered by a Service Provider to an FSP or State Institutions;

b) The written request for cession must be by the Service Provider and not a third party; and

c) The written request by the Service Provider must be accompanied by the cession agreement.

24.2 The Service Provider is prohibited from transferring its rights and obligations to perform under this

contract. Assignments are against the principles of section 217 of the Constitution mainly, fairness,

transparency and competitiveness.

25 force majeure

25.1 Neither Party shall have any claim against the other Party arising from any failure or delay in the

performance of any obligation of either Party under this Agreement caused by an act of force

majeure such as acts of God, fire, flood, war, lockout, government action, laws or regulations,

terrorism or civil disturbance, defaults or other circumstances or factors beyond the reasonable

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control of either Party, and to the extent that the performance of obligations of either Party

hereunder is delayed by virtue of the aforegoing, any period stipulated for any such performance

shall be reasonably extended. Transnet may however rely on strikes, industrial dispute and riots as

a ground of force majeure.

25.2 Each Party will take all reasonable steps by whatever lawful means that are available to resume full

performance as soon as practicable and will seek agreement to modification of the relevant

provisions of this Agreement in order to accommodate the new circumstances caused by the act of

forcemajeure. If a Party fails to agree with such modifications proposed by the other Party within

90 [ninety] calendar days of the act of force majeure first occurring, either Party may thereafter

terminate this Agreement with immediate notice.

26 protection of personal information

a) The following terms shall bear the same meaning as contemplated in Section 1 of the Protection of

Personal Information Act (“POPIA”):

consent; person; personal information; processing; record; Regulator as well as any terms derived

from these terms of the POPIA

b) Transnet will process all information by the Respondent in terms of the requirements contemplated in

Section 4(1) of the POPIA:

Accountability; Processing limitation; Purpose specification; Further processing limitation; Information

quality; Openness; Security safeguards and Data subject participation.

c) Transnet agrees that in submitting any information or documentation requested in the RFP and in this

Agreement, the Service Provider consents to the processing of their personal information for the

purpose of, but not limited to, risk assessment, contract award, contract management, auditing, legal

opinions/litigation, investigations (if applicable), document storage for the legislatively required period,

destruction, de-identification and publishing of personal information by Transnet and/or its authorised

appointed third parties.

d) The Parties agree that they may obtain and have access to personal information for the fulfilment of

the rights and obligations contained herein. In performing the obligations as set out in this Agreement,

the Parties shall at all times ensure that:

i. they process personal information only for the express purpose for which it was obtained;

ii. once processed for the purposes for which it was obtained, all personal information will be

destroyed to an extent that it cannot be reconstructed to its original form, subject to any legal

retention requirements;

iii. Personal information is provided only to authorised personnel who strictly require the personal

information to carry out the Parties’ respective obligations under this Agreement;

iv. they do not disclose personal information of the other Party, other than in terms of this

Agreement;

v. they have all reasonable technical and organisational measures in place to protect all personal

information from unauthorised access and/or use;

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vi. they have appropriate technical and organisational measures in place to safeguard the security,

integrity and authenticity of all information in their possession or under their control in terms of

this Agreement;

vii. they identify all reasonably foreseeable internal and external risks to personal information in

their possession or under their control; establish and maintain appropriate safeguards against

the risks identified; regularly verify that the safeguards are effectively implemented; and ensure

that the safeguards are continually updated in response to new risks or deficiencies in previously

implemented safeguards;

viii. such personal information is protected against unauthorised or unlawful processing, accidental

loss, destruction or damage, alteration, disclosure or access.

26.1 The Parties agree that if personal information will be processed for additional purposes beyond the

original purpose for which it was obtained, explicit consent must be obtained beforehand from those

persons whose information will be subject to such processing.

26.2 Should it be necessary for either Party to disclose or otherwise make available the personal

information to any third party (including sub-contractors and employees) that is not already

consented to, it may do so only with the prior written consent of the other Party. The Party

requiring such consent shall require of all such third parties, appropriate written undertakings to be

provided, containing similar terms to that set forth in this clause, and dealing with that third party's

obligations in respect of its processing of the personal information. Following approval by the other

Party, the Party requiring consent agrees that the provisions of this clause shall mutatis mutandis

apply to all authorised third parties who process personal information.

26.3 The Parties shall ensure that any persons authorized to process information on their behalf

(including employees and third parties) will safeguard the security, integrity and authenticity of all

information. Where necessary to meet this requirement, the Parties shall keep all personal

information and any analyses, profiles, or documents derived therefrom logically separated from all

other information and documentation held by it.

26.4 The Parties shall carry out regular assessments to identify all reasonably foreseeable internal and

external risks to the personal information in its possession or under its control. The Parties shall

implement and maintain appropriate safeguards against the risks which it identifies and shall also

regularly verify that the safeguards which it has in place have been effectively implemented.

26.5 The Parties agree that they will promptly return, destroy or de-identify any personal information in

their possession or control which belongs to the other Party once it no longer serves the purpose for

which it was collected in relation to this Agreement, subject to any legal retention requirements.

This may be at the request of the other Party and includes circumstances where a person has

requested the Parties to delete all instances of their personal information. The information will be

destroyed or de-identified in such a manner that it cannot be reconstructed to its original form,

linking it to any particular individual or organisation.

26.6 Personal Information security breach:

a) Each Party shall notify the other party in writing as soon as possible after it becomes aware of

or suspects any loss, unauthorised access or unlawful use of any personal information and shall,

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at its own cost, take all necessary remedial steps to mitigate the extent of the loss or

compromise of personal information and to restore the integrity of the affected personal

information as quickly as is possible. The Parties shall also be required to provide each other

with details of the persons affected by the compromise and the nature and extent of the

compromise, including details of the identity of the unauthorised person who may have

accessed or acquired the personal information.

b) The Parties shall provide on-going updates on the progress in resolving the compromise at

reasonable intervals until such time as the compromise is resolved.

c) Where required, the Parties must notify the South African Police Service; and/or the State

Security Agency and the Information Regulator and the affected persons of the security breach.

Any such notification shall always include sufficient information to allow the persons to take

protective measures against the potential consequences of the compromise.

d) The Parties undertake to co‐operate in any investigations relating to security which is carried

out by or on behalf of the other including providing any information or material in its possession

or control and implementing new security measures.

27 confidentiality

27.1 The Parties hereby undertake the following with regard to Confidential Information:

a) not to divulge or disclose to any person whomsoever in any form or manner whatsoever,

either directly or indirectly, any Confidential Information of the other without the prior

written consent of such other Party, other than when called upon to do so in accordance

with a statute, or by a court having jurisdiction, or by any other duly authorised and

empowered authority or official, in which event the Party concerned shall do what is

reasonably possible to inform the other of such a demand and each shall assist the other in

seeking appropriate relief or the instituting of a defensive action to protect the Confidential

Information concerned;

b) not to use, exploit, permit the use of, directly or indirectly, or in any other manner

whatsoever apply the Confidential Information disclosed to it as a result of this Agreement,

for any purpose whatsoever other than for the purpose for which it is disclosed or otherwise

than in strict compliance with the provisions in this Agreement;

c) not to make any notes, sketches, drawings, photographs or copies of any kind of any part of

the disclosed Confidential Information without the prior written consent of such other Party,

except when reasonably necessary for the purpose of this Agreement, in which case such

copies shall be regarded as Confidential Information;

d) not to de-compile, disassemble or reverse engineer any composition, compilation, concept

application, item, component de-compilation, including software or hardware disclosed and

shall not analyse any sample provided by Transnet, or otherwise determine the composition

or structure or cause to permit these tasks to be carried out except in the performance of its

obligations pursuant to this Agreement;

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e) not to exercise less care to safeguard Transnet Confidential Information than the Party

exercises in safeguarding its own competitive, sensitive or Confidential Information;

f) Confidential Information disclosed by either Party to the other or by either Party to any other

party used by such party in the performance of this Agreement, shall be dealt with as

“restricted” or shall be dealt with according to any other appropriate level of confidentiality

relevant to the nature of the information concerned, agreed between the Parties concerned

and stipulated in writing for such information in such cases;

g) the Parties shall not make or permit to be made by any other person subject to their control,

any public statements or issue press releases or disclose Confidential Information with

regard to any matter related to this Agreement, unless written authorisation to do so has

first been obtained from the Party first disclosing such information;

h) each Party shall be entitled to disclose such aspects of Confidential Information as may be

relevant to one or more technically qualified employees or consultants of the Party who are

required in the course of their duties to receive the Confidential Information for the

Permitted Purpose provided that the employee or consultant concerned has a legitimate

interest therein, and then only to the extent necessary for the Permitted Purpose, and is

informed by the Party of the confidential nature of the Confidential Information and the

obligations of the confidentiality to which such disclosure is subject and the Party shall

ensure such employees or consultants honour such obligations;

i) each Party shall notify the other Party of the name of each person or entity to whom any

Confidential Information has been disclosed as soon as practicable after such disclosure;

j) each Party shall ensure that any person or entity to which it discloses Confidential

Information shall observe and perform all of the covenants the Party has accepted in this

Agreement as if such person or entity has signed this Agreement. The Party disclosing the

Confidential Information shall be responsible for any breach of the provisions of this

Agreement by such person or entity; and

k) each Party may by written notice to the other Party specify which of the Party’s employees,

officers or agents are required to sign a non-disclosure undertaking.

27.2 The duties and obligations with regard to Confidential Information in this clause 27 shall not apply

where:

a) a Party can demonstrate that such information is already in the public domain or becomes

available to the public through no breach of this Agreement by that Party, or its Staff; or

b) was rightfully in a Party’s possession prior to receipt from the other Party, as proven by the

first-mentioned Party’s written records, without an infringement of an obligation or duty of

confidentiality; or

c) can be proved to have been rightfully received by a Party from a third party without a breach

of a duty or obligation of confidentiality; or

d) is independently developed by a Party as proven by its written records.

27.3 This clause 27 shall survive termination for any reason of this Agreement and shall remain in force

and effect from the Commencement Date of this Agreement and 5 [five] years after the termination

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of this Agreement. Upon termination of this Agreement, all documentation furnished to the Service

Provider by Transnet pursuant to this Agreement shall be returned to Transnet including, without

limitation, all corporate identity equipment including dyes, blocks, labels, advertising matter,

printing matter and the like.

28 insurances

28.1 Without limiting the liability of the Service Provider under this Agreement, the Service Provider shall

take out insurance in respect of all risks for which it is prudent for the Service Provider to insure

against, including any liability it may have as a result of its activities under this Agreement for theft,

destruction, death or injury to any person and damage to property. The level of insurance will be

kept under review by Transnet, on an annual basis, to ensure its adequacy, provided that any

variation to the level of such insurance shall be entirely at the discretion of the Service Provider.

28.2 The Service Provider shall arrange insurance with reputable insurers and will produce to Transnet

evidence of the existence of the policies on an annual basis within 30 [thirty] calendar days after

date of policy renewals.

28.3 Subject to clause 28.4 below, if the Service Provider fails to effect adequate insurance under this

clause 28, it shall notify Transnet in writing as soon as it becomes aware of the reduction or

inadequate cover and Transnet may arrange or purchase such insurance on behalf of the Service

Provider. The Service Provider shall promptly reimburse Transnet for any premiums paid provided

such insurance protects the Service Provider’s liability. Transnet assumes no responsibility for such

insurance being adequate to protect all of the Service Provider’s liability.

28.4 In the event that the Service Provider receives written notice from its insurers advising of the

termination of its insurance cover referred to in clause 28.1 above or if the insurance ceases to be

available upon commercially reasonable terms, the Service Provider shall immediately notify

Transnet in writing of such termination and/or unavailability, whereafter either the Service Provider

or Transnet may terminate this Agreement on giving the other Party not less than 30 [thirty]

calendar days prior written notice to that effect.

29 limitation of liability

29.1 The Service Provider’s liability under this clause 29 shall be in addition to any warranty or condition

of any kind, express or implied by law or otherwise, relating to the Services or ancillary Services,

including the quality of the Services or ancillary Services or any materials delivered pursuant to this

Agreement.

29.2 Neither Party excludes or limits liability to the other Party for:

a) death or personal injury caused by its negligence, [including its employees’, agents’ or

‘Subcontractors’ negligence]; or

b) fraud or theft.

29.3 The Service Provider shall indemnify and keep Transnet indemnified from and against liability for

damage to any Transnet property [whether tangible or intangible] or any other loss, costs or

damage suffered by Transnet to the extent that it results from any act of or omission by the Service

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Provider or its Personnel in connection with this Agreement. The Service Provider’s liability arising

out of this clause 29.3 shall be limited to direct damages.

29.4 Subject always to clauses 29.1 and 29.2 above, the liability of either the Service Provider or

Transnet under or in connection with this Agreement, whether for negligence, misrepresentation,

breach of contract or otherwise, for direct loss or damage arising out of each Default or series of

related Defaults shall not exceed 100% [one hundred per cent] of the Fees paid under the schedule

or Work Order to which the Default(s) relates.

29.5 Subject to clauses 29.1 to 29.4 above, in no event shall either Party be liable to the other for

indirect or consequential loss or damage or including indirect or consequential loss of profits,

business, revenue, goodwill or anticipated savings of an indirect nature or loss or damage incurred

by the other Party as a result of third party claims.

29.6 If for any reason the exclusion of liability in clause 29.5 above is void or unenforceable, either

Party’s total liability for all loss or damage under this Agreement shall be as provided in clause 29.3

above.

29.7 Nothing in this clause 29 shall be taken as limiting the liability of the Parties in respect of clauses 27

[Confidentiality]and 30 [IntellectualPropertyRights].

30 intellectual property rights

30.1 Title to Confidential Information

a) Transnet will retain all right, title and interest in and to its Confidential Information and

Background Intellectual Property and the Service Provider acknowledges that it has no claim

of any nature in and to the Confidential Information and Background Intellectual Property

that is proprietary to Transnet. For the avoidance of doubt all the Service Provider’s

Background Intellectual Property shall remain vested in the Service Provider.

b) Transnet shall grant to the Service Provider an irrevocable, royalty free, non-exclusive licence

to use Transnet’s Background Intellectual Property only for the Permitted Purpose. This

licence shall not permit the Service Provider to sub-license to other parties.

c) The Service Provider shall grant to Transnet an irrevocable, royalty free, non-exclusive

licence to use the Service Provider’s Background Intellectual Property for the Permitted

Purpose. This licence shall not permit Transnet to sub-license to other parties.

d) The Service Provider shall grant Transnet access to the Service Provider’s Background

Intellectual Property on terms which shall be bona fide negotiated between the Parties for

the purpose of commercially exploiting the Foreground Intellectual Property, to the extent

that such access is required.

e) The above shall not pertain to any software licenses procured by the Service Provider from

third parties and used in the supply of the Services.

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30.2 Title to Intellectual Property

a) All right, title and interest in and to Foreground Intellectual Property prepared, conceived or

developed by the Service Provider, its researchers, agents and employees shall vest in

Transnet and the Service Provider acknowledges that it has no claim of any nature in and to

the Foreground Intellectual Property. The Service Provider shall not at any time during or

after the termination or cancellation of this Agreement dispute the validity or enforceability

of such Foreground Intellectual Property, or cause to be done any act or anything contesting

or in any way impairing or tending to impair any part of that right, title and interest to any of

the Foreground Intellectual Property and shall not counsel or assist any person to do so.

b) Transnet shall be entitled to seek protection in respect of the Foreground Intellectual

Property anywhere in the world as it shall decide in its own absolute discretion and the

Service Provider shall reasonably assist Transnet in attaining and maintaining protection of

the Foreground Intellectual Property.

c) Where the Foreground Intellectual Property was created by the Service Provider or its

researchers, agents and employees and where Transnet elects not to exercise its option to

seek protection or decides to discontinue the financial support of the prosecution or

maintenance of any such protection, Transnet shall notify the Service Provider who shall

have the right of first refusal to file or continue prosecution or maintain any such applications

and to maintain any protection issuing on the Foreground Intellectual Property.

d) No consideration shall be paid by Transnet to the Service Provider for the assignment of any

Foreground Intellectual Property from the Service Provider to Transnet, over and above the

sums payable in terms of this Agreement. The Service Provider undertakes to sign all

documents and do all things as may be necessary to effect, record and perfect the

assignment of the Foreground Intellectual Property to Transnet.

e) Subject to anything contrary contained in this Agreement and/or the prior written consent of

Transnet [which consent shall not be unreasonably be withheld], the Service Provider shall

under no circumstances be entitled as of right, or to claim the right, to use Transnet’s

Background Intellectual Property and/or Foreground Intellectual Property.

30.3 Title to Improvements

Any improvements, developments, adaptations and/or modifications to the Foreground Intellectual

Property, and any and all new inventions or discoveries, based on or resulting from the use of

Transnet’s Background Intellectual Property and/or Confidential Information shall be exclusively

owned by Transnet. The Service Provider shall disclose promptly to Transnet all such improvements,

developments, adaptations and/or modifications, inventions or discoveries. The Service Provider

hereby undertakes to sign all documents and do all things as may be necessary to effect, record

and perfect the assignment of such improvements, developments, adaptations and/or modifications,

inventions or discoveries to Transnet and the Service Provider shall reasonably assist Transnet in

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attaining, maintaining or documenting ownership and/or protection of the improved Foreground

Intellectual Property.

30.4 Unauthorised Use of Confidential Information

The Service Provider shall not authorise any party to act on or use in any way any Confidential

Information belonging to Transnet whether or not such party is aware of such Confidential

Information, and shall promptly notify Transnet of the information if it becomes aware of any party

so acting, and shall provide Transnet the information with such assistance as Transnet reasonably

requires, at Transnet’s cost and expense, to prevent such third party from so acting.

30.5 Unauthorised Use of Intellectual Property

a) The Service Provider agrees to notify Transnet in writing of any conflicting uses of, and

applications of registrations of Patents, Designs and Trade Marks or any act of infringement,

unfair competition or passing off involving the Intellectual Property of Transnet of which the

Service Provider acquires knowledge and Transnet shall have the right, as its own option, to

proceed against any party infringing its Intellectual Property.

b) It shall be within the sole and absolute discretion of Transnet to determine what steps shall

be taken against the infringer and the Service Provider shall co-operate fully with Transnet,

at Transnet’s cost, in whatever measure including legal action to bring any infringement of

illegal use to an end.

c) The Service Provider shall cooperate to provide Transnet promptly with all relevant

ascertainable facts.

d) If proceedings are commenced by Transnet alone, Transnet shall be responsible for all

expenses but shall be entitled to all damages or other awards arising out of such

proceedings. If proceedings are commenced by both Parties, both Parties will be responsible

for the expenses and both Parties shall be entitled to damages or other awards arising out of

proceedings.

31 non-waiver

31.1 Failure or neglect by either Party, at any time, to enforce any of the provisions of this Agreement,

shall not in any manner be construed to be a waiver of any of that Party's rights in that regard

and in terms of this Agreement.

31.2 Such failure or neglect shall not in any manner affect the continued, unaltered validity of this

Agreement, or prejudice the right of that Party to institute subsequent action.

32 partial invalidity

If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, or shall be required

to be modified, the validity, legality and enforceability of the remaining provisions shall not be affected

thereby.

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21.1 In the case of services manufactured for and procured by Transnet from the Service Provider in

terms of this Agreement, being found not to conform to the Transnet standards, specifications and

requirements, Transnet at any time may be entitled to raise a Non Conformance Report (NCR)

against a Service Provider whose Services do not conform to Transnet standards, specifications and

requirements directing the Service Provider to investigate and remedy the non-conformance within

the stipulated time frame as may be determined by Transnet at its discretion.

21.2 Failure by the Service Provider to fully comply with NCR within the period stated in sub-clause 21.1

above, shall entitle Transnet to further conditions to which the Service Provider must discharge in

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and phrases used in this Agreement will be interpreted in accordance with the generally accepted

meanings accorded thereto.

3.3 A reference to the singular incorporates a reference to the plural and viceversa.

3.4 A reference to natural persons incorporates a reference to legal persons and viceversa.

3.5 A reference to a particular gender incorporates a reference to the other gender.

timelines and provided that the cause of the delay was not due to a fault of Transnet, penalties shall

be imposed at applicable rates as outlined on the Key Performance Indicators (KPI’s) penalties

annexed herein, amount payable the following month.

14.2 Non-compliance penalties for subcontracting (not applicable to this agreement)

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No specific requirements found

B-BBEE Details: .................. 8

9 general obligations of the service provider ................................................................................................ 9

10 service provider’s personnel .......................................................................................................................... 11

11 subcontracting (not applicable to this agreement) .................................................................................. 12

12 payment to sub-contractors (not applicable to this agreement) ............................................................ 12

13 b-bbee and socio-economic obligations ........................................................................................................ 13

14 penalties ............................................................................................................................................................. 13

15 fees and expenses relating to services ........................................................................................................ 16

16 invoices and payment ....................................................................................................................................... 16

17 price adjustments ............................................................................................................................................. 17

18 warranties applicable to services ................................................................................................................. 17

19 third party indemnity ...................................................................................................................................... 19

20 total or partial failure to perform ......................................

any part thereof;

2.28 Subcontractor means the third party with whom the Service Provider enters into a Subcontract;

2.29 Tax Invoice means the document as required by Section 20 of the VAT Act, as may be amended

from time to time;

2.30 Trade Marks mean registered Trade Marks and Trade Mark applications and include any sign or

logo, or combination of signs and/or logos capable of distinguishing the goods or services of one

undertaking from those of another undertaking;

2.31 VAT means Value-Added Tax chargeable in terms of the VAT Act, , as may be amended

from time to time; and

2.32 VAT Act means the Value Added Tax Act, No , as may be amended from time to time.

2.33 Work Order(s) means a detailed scope of work for a Service required by Transnet, including

timeframes, Deliverable, Fees and costs for the supply of the Service to Transnet, which may be

appended to this Agreement from time to time.

6.1 Notwithstanding the date of signature hereof, the Commencement Date of this Agreement is

_____________ and the duration shall be for an thirty-six [36] month period, expiring on

_____________________unless:

a) this Agreement is terminated by either Party in accordance with the provisions incorporated

herein or in any schedules or annexures appended hereto, or otherwise in accordance with

law or equity; or

b) this Agreement is extended at Transnet’s option for a further period to be agreed by the

9.1 The Service Provider shall:

a) respond promptly to all complaints and enquiries from Transnet;

b) inform Transnet immediately of any dispute or complaint arising in relation to the storage or

delivery of the Goods;

c) conduct its business in a professional manner which will reflect positively upon the Service

Provider and the Supplier’s/Service Provider’s products/services;

d) keep full records clearly indicating all transactions concluded by the Service Provider relating

to the delivery of the Services and keep such records for at least 5 [five] years from the date

of each such transaction;

e) obtain, and at all times maintain in full force and effect, any and all licences, permits and the

like required under applicable laws for the provision of the Services and ancillary Services

and the conduct of the business and activities of the Service Provider;

f) observe and ensure compliance with all requirements and obligations as set out in the labour

and related legislation of South Africa, including the Occupational Health and Safety Act, , as may be amended from time to time;

g) observe and ensure compliance with all requirements and objectives of the Transnet Supplier

set forth in Schedule 1 hereto, and shall thereby adhere [as applicable] to railway safety

requirements and/or regulations. Permission for the engagement of a Subcontractor by the Supplier,

as applicable, shall be subject to a review of the capability of the proposed Subcontractor to comply

with the specified railway safety requirements and/or regulations. The Supplier and/or its

between Transnet and any Service Provider Personnel under any circumstances regardless of the

degree of supervision that may be exercised over the Personnel by Transnet.

10.2 The Service Provider warrants that all its Personnel will be entitled to work in South Africa or any

other country in which the Services are to be performed.

10.3 The Service Provider will ensure that its Personnel comply with all reasonable requirements made

known to the Service Provider by Transnet concerning conduct at any Transnet premises or any

other premises upon which the Services are to be performed [including but not limited to security

regulations, policy standards and codes of practice and health and safety requirements]. The

in place.

18.10 In compliance with the National Railway Safety Regulator Act, , the Service Provider shall

ensure that the Services, to be supplied to Transnet under the terms and conditions of this

Agreement, comply fully with the specifications as set forth in Schedule 1 hereto, and shall thereby

adhere [as applicable] to railway safety requirements and/or regulations. Permission for the

engagement of a Subcontractor by the Service Provider [as applicable] shall be subject to a review

of the capability of the proposed Subcontractor to comply with the specified railway safety

requirements and/or regulations. The Service Provider and/or its Subcontractor shall grant Transnet

access, during the term of this Agreement, to review any safety-related activities, including the

coordination of such activities across all parts of its organisation.

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purpose of, but not limited to, risk assessment, contract award, contract management, auditing, legal

opinions/litigation, investigations (if applicable), document storage for the legislatively required period,

destruction, de-identification and publishing of personal information by Transnet and/or its authorised

appointed third parties.

d) The Parties agree that they may obtain and have access to personal information for the fulfilment of

the rights and obligations contained herein. In performing the obligations as set out in this Agreement,

the Parties shall at all times ensure that:

i. they process personal information only for the express purpose for which it was obtained;

ii. once processed for the purposes for which it was obtained, all personal information will be

destroyed to an extent that it cannot be reconstructed to its original form, subject to any legal

retention requirements;

iii. Personal information is provided only to authorised personnel who strictly require the personal

information to carry out the Parties’ respective obligations under this Agreement;

iv. they do not disclose personal information of the other Party, other than in terms of this

Agreement;

v. they have all reasonable technical and organisational measures in place to protect all personal

information from unauthorised access and/or use;

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system that is fair, transparent and free from any undue influence prior to, during and

subsequent to the currency of the procurement event leading to this Agreement and this

Agreement itself;

h) comply with all applicable environmental legislation and regulations, demonstrate sound

environmental performance and have an environmental management policy which ensures

that its products, including the Services or ancillary Services are procured, produced,

packaged, delivered and are capable of being used and ultimately disposed of in a way that

is environmentally appropriate; and

i) ensure the validity of all renewable certifications, including but not limited to its B-BBEE

of March each year during the currency of this Agreement.

c) The Service Provider undertakes to notify and provide full details to Transnet in the event

there is:

(i) a change in the Service Provider’s B-BBEE status which is less than what it was at the

time of its appointment including the impact thereof; and

(ii) a corporate or internal restructure or change in control of the Service Provider which

has or likely to impact negatively on the Supplier’s/ Service Provider’s B-BBEE status.

d) Notwithstanding any other reporting requirement in terms hereof, the Supplier Service

Provider undertakes to provide any B-BBEE data (underlying data relating to the Supplier

/Service Provider which has been relied upon or utilised by a verification agency or auditor

for the purposes of issuing a verification certificate in respect of the Service Provider B-BBEE

status) which Transnet may request on written notice within 30 (thirty) calendar days of

such request. A failure to provide such data shall constitute a Supplier/ Service Provider

Default and may be dealt with in accordance with the provisions of clause 23.

e) In the event there is a change in the Supplier’s/ Service Provider’s B-BBEE status, then the

provisions of clause 23 shall apply.

13.2 Green Economy/Carbon Footprint

a) The Service Provider has in its bid provided Transnet with an understanding of the

Supplier’s/Service Provider’s position with regard to issues such as waste disposal, recycling

and energy conservation.

33.1 Should any dispute of whatsoever nature arise between the Parties concerning this Agreement, the

Parties shall try to resolve the dispute by negotiation within 07 [seven] Business Days of such

dispute arising.

33.2 If the dispute has not been resolved by such negotiation, either of the Parties may refer the dispute

to AFSA and notify the other Party accordingly, which proceedings shall be held in Johannesburg.

33.3 Such dispute shall be finally resolved in accordance with the rules of AFSA by an arbitrator or

arbitrators appointed by AFSA.

33.4 This clause constitutes an irrevocable consent by the Parties to any proceedings in terms hereof,

and neither of the Parties shall be entitled to withdraw from the provisions of this clause or claim at

any such proceedings that it is not bound by this clause 33.

33.5 This clause 33 is severable from the rest of this Agreement and shall remain in effect even if this

Agreement is terminated for any reason.

33.6 This clause 33 TP shall not preclude either Party from seeking urgent relief in a court of appropriate

jurisdiction, where grounds for urgency exist.

34 addresses for notices

34.1 The Parties to this Agreement select the physical addresses and fax numbers, as detailed hereafter,

as their respective addresses for giving or sending any notice provided for or required in terms of

this Agreement, provided that either Party shall be entitled to substitute such other address or fax

number, as may be, by written notice to the other:

a) Transnet

(i) For legal notices: Office of the CE, Transnet Property

150 Commissioner Street

Johannesburg

2000

Fax No. 011 308 1034

Attention: Legal Department

(ii) For commercial notices: Office of the CE, Transnet Property

150 Commissioner Street

Johannesburg

2000

Fax No. 011 308 1034

Attention: Legal Department

b) The Service Provider

(i) For legal notices: __________________________

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1 introduction ....................................................................................................................................................... 3

2 definitions ........................................................................................................................................................... 3

3 interpretation .................................................................................................................................................... 6

4 nature and scope ................................................................................................................................................ 7

5 authority of parties .......................................................................................................................................... 7

6 duration/term and cancellation ..................................................................................................................... 8

7 risk management ................................................................................................................................................. 8

8 transnet’s obligations ...................................................................................................................................... 8

9 general obligations of the service provider ................................................................................................ 9

10 service provider’s personnel .......................................................................................................................... 11

11 subcontracting (not applicable to this agreement) .................................................................................. 12

12 payment to sub-contractors (not applicable to this agreement) ............................................................ 12

13 b-bbee and socio-economic obligations ........................................................................................................ 13

14 penalties ............................................................................................................................................................. 13

15 fees and expenses relating to services ........................................................................................................ 16

16 invoices and payment ....................................................................................................................................... 16

17 price adjustments ............................................................................................................................................. 17

18 warranties applicable to services ................................................................................................................. 17

19 third party indemnity ...................................................................................................................................... 19

20 total or partial failure to perform ............................................................................................................. 19

21 non conformance of services procured ....................................................................................................... 19

22 rights on cancellation .................................................................................................................................... 20

23 breach and termination ................................................................................................................................... 20

24 cessions and assignments as per nt instruction note /2023 .................................................... 21

25 force majeure .................................................................................................................................................... 21

26 protection of personal information ............................................................................................................ 22

27 confidentiality ................................................................................................................................................. 24

28 insurances.......................................................................................................................................................... 26

29 limitation of liability ...................................................................................................................................... 26

30 intellectual property rights ......................................................................................................................... 27

31 non-waiver ......................................................................................................................................................... 29

32 partial invalidity .............................................................................................................................................. 29

33 dispute resolution ........................................................................................................................................... 30

34 addresses for notices ..................................................................................................................................... 30

35 whole and only agreement .............................................................................................................................. 31

36 amendment and change control ..................................................................................................................... 31

37 general ............................................................................................................................................................... 32

38 database of restricted supplier .................................................................................................................... 32

Schedule 1 – work order / schedule of requirements

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meaning assigned thereto in this clause, except where the context clearly requires otherwise:

2.1 AFSA means the Arbitration Foundation of South Africa;

2.2 Agreement means this Agreement and its associated schedules and/or annexures and/or

appendices, and/or schedules, including the Schedule of Requirements/Work Orders, the technical

specifications for the Services and such special conditions as shall apply to this Agreement, together

with the General Tender Conditions and any additional provisions in the associated bid documents

tendered by the Service Provider [as agreed, in writing, between the Parties], which collectively and

exclusively govern the provision of Services by the Service Provider to Transnet;

2.3 Assignment refers to the transfer of rights and obligations in a contract from an assigner to an

assignee.

2.4 Background Intellectual Property means all Intellectual Property introduced and required by

either Party to give effect to their obligations under this Agreement owned in whole or in part by or

licensed to either Party or their affiliates prior to the Commencement Date or developed after the

Commencement Date otherwise pursuant to this Agreement;

2.5 Business Day(s) means Mondays to Fridays between 07:30 and 16:00, excluding public holidays

as proclaimed in South Africa;

2.6 Cession refers to the transfer of only the rights a service provider has in terms of a contract from it

to a third party.

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For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

2.7 Commencement Date means _____________ , notwithstanding the signature date of this

Agreement;

2.8 Confidential Information means any information or other data, whether in written, oral, graphic

or in any other form such as in documents, papers, memoranda, correspondence, notebooks,

reports, drawings, diagrams, discs, articles, samples, test results, prototypes, designs, plans,

formulae, patents, or inventor’s certificates, which a Party discloses or provides to the other Party

[intentionally or unintentionally, or as a result of one Party permitting the representative of the

other Party to visit any of its premises], or which otherwise becomes known to a Party, and which is

not in the public domain and includes, without limiting the generality of the term:

a) information relating to methods of operation, data and plans of the disclosing Party;

b) the contents of this Agreement;

c) private and personal details of employees or clients of the disclosing Party or any other

person where an onus rests on the disclosing Party to maintain the confidentiality of such

information;

d) any information disclosed by either Party and which is clearly marked as being confidential or

secret;

e) information relating to the strategic objectives and planning of the disclosing Party relating to

its existing and planned future business activities;

f) information relating to the past, present and future research and development of the

disclosing Party;

g) information relating to the business activities, business relationships, products, services,

customers, clients and Subcontractors of the disclosing Party where an onus rests on the

disclosing Party to maintain the confidentiality of such information;

h) information contained in the software and associated material and documentation belonging

to the disclosing Party;

i) technical and scientific information, Know-How and trade secrets of a disclosing Party

including inventions, applications and processes;

j) Copyright works;

k) commercial, financial and marketing information;

l) data concerning architecture, demonstrations, tools and techniques, processes, machinery

and equipment of the disclosing Party;

m) plans, designs, concepts, drawings, functional and technical requirements and specifications

of the disclosing Party;

n) information concerning faults or defects in Goods, equipment, hardware or software or the

incidence of such faults or defects; and

o) information concerning the charges, fees and/or costs of the disclosing Party or its

authorised Subcontractors, or their methods, practices or service performance levels actually

achieved;

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For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

2.9 Copyright means the right in expressions, procedures, methods of operations or mathematical

concepts, computer program codes, compilations of data or other material, literary works, musical

works, artistic works, sound recordings, broadcasts, program carrying signals, published editions,

photographic works, or cinematographic works of the copyright owner to do or to authorise the

doing of certain acts specified in respect of the different categories of works;

2.10 Data means all data, databases, documents, information, graphics, text or other material in an

electronic or tangible medium which the Parties to this Agreement generate, collect, process, store

or transmit in relation to their business;

2.11 Designs mean registered Designs and/or Design applications and will include the monopoly right

granted for the protection of an independently created industrial design including designs dictated

essentially by technical or functional considerations as well as topographies of integrated circuits

and integrated circuits;

2.12 Expiry Date means _________________;

2.13 Foreground Intellectual Property means all Intellectual Property developed by either Party

pursuant to this Agreement;

2.14 ICC Incoterms means the the latest version of commercial trade terms as published by the

International Chamber of Commerce, Paris [ICC], which are otherwise referred to as purchase terms

and which define precisely the responsibilities, costs and risks of the buyer [Transnet] and the

seller [the Supplier]. Incoterms are only applicable to contracts involving the import or export of

the designated Incoterm as stipulated in Schedule 1 hereto. Further details of the Incoterm

[purchase terms] for this Agreement, if applicable, can be viewed at the International Business

Training website - http://www.i-b-t.net/incoterms.html;

2.15 Intellectual Property means Patents, Designs, Know-How, Copyright and Trade Marks and all

rights having equivalent or similar effect which may exist anywhere in the world and includes all

future additions and improvements to the Intellectual Property;

2.16 Know-How means all Confidential Information of whatever nature relating to the Intellectual

Transnet’s field of technology, including technical information, processing or manufacturing

techniques, Designs, specifications, formulae, systems, processes, information concerning materials

and marketing and business information in general;

2.17 Parties mean the Parties to this Agreement together with their subsidiaries, divisions, business

units, successors-in-title and assigns;

2.18 Party means either one of these Parties;

2.19 Patents mean registered Patents and Patent applications, once the latter have proceeded to grant,

and includes a right granted for any inventions, products or processes in all fields of technology;

2.20 Permitted Purpose means any activity or process to be undertaken or supervised by a Staff

member of one Party during the term of this Agreement, for which purpose authorised disclosure of

the other Party’s Confidential Information or Intellectual Property is a prerequisite in order to enable

such activity or process to be accomplished;

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for any purpose or in any form whatsoever.

5.2 Neither Party shall be entitled to, or have the power or authority to:

a) enter into an agreement in the name of the other; or

b) give any warranty, representation or undertaking on the other's behalf; or

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For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

c) create any liability against the other or bind the other’s credit in any way or for any purpose

whatsoever.

c) the allocated maximum contract value is depleted before the contract expiry date.

6.2 Notwithstanding clause 23 [Breach and Termination], either Party may cancel this Agreement

without cause by giving 7 [seven] calendar days prior written notice thereof to the other Party,

provided that in such instance, this Agreement will nevertheless be applicable in respect of all

7.1 Where Transnet determines appropriate, within two (2) weeks from the date of contract signature,

the Parties are to meet to prepare and maintain a contract Risk Register. The Risk Register shall

include a description of the risks and a description of the actions which are to be taken to avoid or

reduce these risks which both Parties shall jointly determine.

7.2 Contract progress meetings shall be held monthly, or unless otherwise agreed between the Parties

in writing. The purposes of these progress meetings shall be to capture the number of late

deliverables against agreed milestones, actual costs against payment plans, performance issues or

concerns, contract requirements not achieved, the status of previous corrective actions and risk

management. Minutes of meetings shall be maintained and signed off between the Parties

throughout the contract period.

8 transnet’s obligations

8.1 Transnet undertakes to promptly comply with any reasonable request by the Service Provider for

information, including information concerning Transnet's operations and activities, that relates to

the Services as may be necessary for the Service Provider to provide the Services, but for no other

purpose. However, Transnet's compliance with any request for information is subject to any internal

security rules and requirements and subject to the observance by the Service Provider of its

confidentiality obligations under this Agreement.

8.2 The Service Provider shall give Transnet reasonable notice of any information it requires.

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between the Parties;

i) not allow a conflict of interest to develop between its own interests [or the interests of any

of its other customers] and the interests of Transnet;

j) not accept or offer, nor allow, induce or promote the acceptance or offering of any gratuity,

enticement, incentive or gift that could reasonably be regarded as bribery or an attempt to

otherwise exert undue influence over the recipient;

k) not mislead Transnet or its officers, employees and stakeholders, whether by act or

omission;

l) not otherwise act in an unethical manner or do anything which could reasonably be expected

to damage or tarnish Transnet’s reputation or business image;

m) immediately report to Transnet any unethical, fraudulent or otherwise unlawful conduct of

which it becomes aware in connection with Transnet or the supply of Services or ancillary

Services to Transnet;

n) ensure that at all times, during the currency of this Agreement, it complies with all

obligations and commitments in terms of the provisions of the Income Tax Act, No , the VAT Act or any other tax legislation relating to their liability for Income Tax, VAT,

For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

race, disability, age, religious belief, sexual orientation or part-time status. This provision

applies, but is not limited to employment, upgrading, work environment, demotion, transfer,

recruitment, recruitment advertising, termination of employment, rates of pay or other forms

of compensation and selection for training.

p) shall ensure that its employees, agents and Subcontractors will not breach any applicable

discrimination legislation and any amendments and re-enactments thereof.

9.3 In compliance with the National Railway Safety Regulator Act, , as may be amended from

time to time, the Supplier shall ensure that the Services and ancillary Services, to be supplied to

accordance with these requirements.

10.4 Transnet reserves the right to refuse to admit or to remove from any premises occupied by or on

behalf of it, any Service Provider Personnel whose admission or presence would, in the reasonable

opinion of Transnet, be undesirable or who represents a threat to confidentiality or security or

whose presence would be in breach of any rules and regulations governing Transnet's Personnel,

provided that Transnet notifies the Service Provider of any such refusal [with reasons why]. The

reasonable exclusion of any such individual from such premises shall not relieve the Service Provider

from the performance of its obligations under this Agreement.

10.5 The Service Provider agrees to use all reasonable endeavours to ensure the continuity of its

For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

and experience, and any such replacement shall be approved by Transnet prior to commencing

provision of the Services, such approval not to be unreasonably withheld or delayed.

11 subcontracting (not applicable to this agreement)

11.1 The Service Provider may only enter into a subcontracting arrangement or replace a subcontractor

with the approval of Transnet.

11.2 If the Service Provider subcontracts a portion of the contract to another person without declaring it to

Transnet reserves the right to penalise the Service Provider up to 10% of the value of the contract.

11.3 Where the Service Provider seeks to replace a subcontractor Transnet shall be entitled to obtain

representations or input from the initial subcontractor who was part of the tender process whose

credentials were used in the Service Provider’s tender submission. Transnet shall consider input from

all parties concerned, in order to take a decision on the proposed replacement of the subcontractor.

The subcontracting arrangement or contract remains between the Service Provider (main contractor)

and the subcontractor.

11.4 Should Transnet approve the Service Provider’s subcontracting arrangement, the Service Provider and

not the Sub-contractor will at all times be held liable for performance in terms of its contractual

obligations.

11.5 The Service Provider may not subcontract in such a manner that the the overall value of the contract

is reduced to below the stipulated minimum threshold.

11.6 The Service Provider may not subcontract more than 25% of the value of the contract to any other

enterprise that does not have an equal or higher B-BBEE status level of contributor than the Service

Provider, unless the contract is subcontracted to an Exempted Micro Enterprise (EME) that has the

capability and ability to execute the Subcontract.

12 payment to sub-contractors (not applicable to this agreement)

12.1 Transnet reserves the right, in its sole discretion, to make payment directly to the sub-contractor of

the Service Provider, subject to the following conditions:

a) Receipt of an undisputed invoice from the sub-contractor; and

b) Receipt of written confirmation from the Service Provider that the amounts claimed by the

sub-contractor are correct and that the services for which the sub-contractor has requested

payment were rendered to the satisfaction of the Service Provider, against the required

standards.

12.2 Nothing contained in this clause must be interpreted as bestowing on any sub-contractor a right or

legitimate expectation to be paid directly by Transnet. Furthermore, this clause does not bestow any

right or legitimate expectation on the Service Provider to demand that Transnet pay its sub-contractor

directly. The decision to pay any sub-contractor directly, remains that of Transnet alone.

12.3 The Service Provider remains liable for its contractual obligations under the Agreement, including all

services rendered by the sub-contractor.

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a) Breach of subcontracting obligations provides Transnet cause to terminate the contract in

certain cases where there is a material Non-compliance.

b) If the Service Provider fails to achieve its subcontracting commitments as per their bid

submission (“a Non-Compliance”), the Service Provider shall pay a Non-Compliance

penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance.

c) Such penalty shall be calculated based on the difference in value between the committed

and delivered subcontracting value (i.e. 100% of the undelivered subcontracting value) plus

an additional 10% (ten per cent) of such difference.

d) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate 90 business days before the expiry of the contract indicating

the Non-compliance Penalties which have accrued during that period.

e) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Service Provider disputes any of the amounts set out in a Non-compliance

• the dispute shall be resolved in accordance with the provisions of the Agreement; and
• if pursuant to that referral, it is determined that the Service Provider owes any amount

to Transnet pursuant to the Non-compliance Penalty Certificate, then the Service

Provider shall pay such amount to Transnet within 10 (ten) Business Days of the

determination made pursuant to such determination and an accompanying valid Tax

For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

14.3 Non-compliance penalties for Job Creation

a) Breach of job creation obligations provides Transnet cause to terminate the contract in

certain cases where there is a material Non-compliance.

b) If the Service Provider fails to achieve its job creation commitments as per their bid

submission (“a Non-Compliance”), the Service Provider shall pay a Non-Compliance

penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-compliance.

c) Such penalty shall be calculated based on the difference between the committed and

delivered jobs. For every job not created, a penalty of 2% of the contract value will be

applied.

d) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate 90 business days before the expiry of the contract indicating

the Non-compliance Penalties which have accrued during that period.

e) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Service Provider disputes any of the amounts set out in a Non-compliance

• the dispute shall be resolved in accordance with the provisions of the Agreement; and
• if pursuant to that referral, it is determined that the Service Provider owes any amount

to Transnet pursuant to the Non-compliance Penalty Certificate, then the Service

Provider shall pay such amount to Transnet within 10 (ten) Business Days of the

determination made pursuant to such determination and an accompanying valid Tax

16.2 Transnet shall pay such amounts to the Service Provider upon receipt of a valid and undisputed

the Tax Invoices which are valid and undisputed become due and payable to the Service Provider

for the delivery of the Services ordered, in terms of clause 16.5 below.

16.3 Transnet may, pending an investigation, withhold any payments to the Service Provider, in the

case where irregular expenditure has been identified in the particular contract and that there is

reasonable suspicion that the Service Provider is involved or was aware that the contract

transgressed any legislation.

16.4 All Prices set out in this Agreement and the Schedule of Requirements hereto are to be indicated

inclusive and exclusive of VAT, which will be payable at the applicable rate in ZAR.

16.5 Unless otherwise provided for in the Schedule of Requirements appended to this Agreement, Tax

end statement shall be made by Transnet within 30 [thirty] calendar days after date of receipt by

Transnet of the Supplier’s/Service Provider’s statement together with the relevant valid and

undisputed Tax Invoice(s) and supporting documentation.

16.6 Where the payment of any Tax Invoice, or any part of a Tax Invoice which is not in dispute, is not

made in accordance with this clause, the Service Provider shall be entitled to charge interest on

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18.1 The Service Provider warrants to Transnet that:

a) it has full capacity and authority to enter into and to perform this Agreement and that this

Agreement is executed by a duly authorised representatives of the Service Provider;

b) it will discharge its obligations under this Agreement and any annexure, appendix or

schedule hereto with all due skill, care and diligence;

c) it will be solely responsible for the payment of remuneration and associated benefits, if any,

of its Personnel and for withholding and remitting income tax for its Personnel in

conformance with any applicable laws and regulations;

d) it will procure licences for Transnet in respect of all Third Party Material detailed in the Work

Order(s), and will procure the right for Transnet to take such copies [in whole or in part] of

such Third Party Materials as it may reasonably require for the purposes of back-up for

archiving and disaster recovery; and

e) the use or possession by Transnet of any Materials will not subject Transnet to any claim for

infringement of any Intellectual Property Rights of any third party.

18.2 The Service Provider warrants that it will perform its obligations under this Agreement in accordance

with the Service Levels as defined in the relevant schedule. Transnet may at its discretion audit

compliance with the Service Levels, provided that any such audit is carried out with reasonable prior

notice and in a reasonable way so as not to have an adverse effect on the performance of the

Services. Without prejudice to clause 18.3 below, in the event that the Service Provider fails to meet

the Service Levels, Transnet may claim appropriate service credits or invoke a retention of Fees as

detailed in the relevant schedule and/or Work Order.

18.3 The Service Provider warrants that for a period of 90 [ninety] calendar days from Acceptance of the

20.1 In the case of Goods to be specially manufactured for it, if Transnet at any time ascertains that:

a) no manufacturing of the Goods specified in a Purchase Order has commenced and there is

little or no prospect, in Transnet’s opinion, that manufacturing will commence within a

reasonable time; or

b) delivery of any of the Goods is being or is likely to be delayed beyond the promised delivery

date(s), and there is little or no prospect of the Purchase Order(s) being carried out within

reasonable adherence to the promised delivery rate(s) or time(s),

then Transnet may, irrespective of the cause of the delay, by notice to the Supplier, cancel as from

a future date specified in such notice the whole or any part of this Agreement or Purchase Order in

respect of which the Goods to be supplied have not been completed by that date, without incurring

any liability by reason of such cancellation except as provided in this clause.

20.2 The Service Provider shall thereupon, as soon as possible after such date, deliver to Transnet the

Services [if any] already completed, and payment for the part performance shall be made on a pro

rata basis, provided the uncompleted part is not an integral or essential part of the completed

For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

order to close the NCR or to terminate the order without giving the Service Provider written notice

of termination in terms of this Agreement.

21.3 Transnet reserves the right to terminate the contract if the Service Provider commits the same or a

substantially similar default on more than one occasion, or otherwise defaults under this Agreement

more than once, Transnet shall have the right to terminate this Agreement immediately upon

written notice to the Service Provider. Such termination shall be without prejudice to any other

rights or remedies available to Transnet under this Agreement or at law.

23.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any

right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all

provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.

23.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up,

and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property

belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that

Work Order] which may be in the possession of, or under the control of the Service Provider, and

certify to Transnet in writing that this has been done.

23.3 To the extent that any of the Deliverables and property referred to in clause 23.2 above are in

electronic form and contained on non-detachable storage devices, the Service Provider will provide

delete copies so held.

23.4 In the event that this Agreement is terminated by the Service Provider under clause 6. [Term and

Cancellation], or in the event that a Work Order is terminated by Transnet under clause 23 [Breach

and Consequences of Termination], Transnet will pay to the Service Provider all outstanding Fees

[apportioned on a pro rata basis] relating to the work undertaken by the Service Provider up until

the date of such termination. Transnet will also pay the costs of any goods and materials ordered by

the Service Provider in relation to the such work for which the Service Provider has paid or is legally

obliged to pay, in which case, on delivery of such goods or materials, the Service Provider will

promptly deliver such goods and materials to Transnet or as it may direct.

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For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

23.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to

remedy such breach within 07 [seven] calendar days of written notice thereof, the other Party

[hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies

that it may have in terms of this Agreement, to terminate this Agreement forthwith without any

liability and without prejudice to any claims which the Aggrieved Party may have for damages

against the Defaulting Party.

23.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when

the other Party is unable to pay its debts as they fall due or commits any act or omission which

would be an act of insolvency in terms of the Insolvency Act, [as amended from time to

time], or if any action, application or proceeding is made with regard to it for:

a) a voluntary arrangement or composition or reconstruction of its debts;

b) its winding-up or dissolution;

c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;

d) any similar action, application or proceeding in any jurisdiction to which it is subject.

23.7 Transnet may terminate this Agreement at any time within 1 [one] month of becoming aware of a

change of control of the Service Provider by notice in writing to the Service Provider. For the

purposes of this clause, control means the right to direct the affairs of a company whether by

ownership of shares, membership of the board of directors, agreement or otherwise.

23.8 Notwithstanding this clause 23, Transnet may cancel this Agreement without cause by giving 30

[thirty] calendar days prior written notice thereof to the Service Provider, or

23.9 The provisions of clauses 2 [Definitions], 18 [Warranties], 22 [Rights on Cancellation], 27

[Confidentiality], 29 [Limitation of Liability], 30 [Intellectual Property Rights], 33 [Dispute

Resolution]and 37.1 [GoverningLaw]shall survive termination or expiry of this Agreement.

24 cessions and assignments as per nt instruction note /2023

24.1 The Service Provider is not allowed to cede its rights for payment in terms of this Agreement

without prior written approval from Transnet. Cession shall only be applicable as follows:

a) Cession must only be applicable to the transfer of right to payment for Services

delivered/rendered by a Service Provider to an FSP or State Institutions;

b) The written request for cession must be by the Service Provider and not a third party; and

c) The written request by the Service Provider must be accompanied by the cession agreement.

24.2 The Service Provider is prohibited from transferring its rights and obligations to perform under this

contract. Assignments are against the principles of section 217 of the Constitution mainly, fairness,

transparency and competitiveness.

For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

control of either Party, and to the extent that the performance of obligations of either Party

hereunder is delayed by virtue of the aforegoing, any period stipulated for any such performance

shall be reasonably extended. Transnet may however rely on strikes, industrial dispute and riots as

a ground of force majeure.

25.2 Each Party will take all reasonable steps by whatever lawful means that are available to resume full

performance as soon as practicable and will seek agreement to modification of the relevant

provisions of this Agreement in order to accommodate the new circumstances caused by the act of

forcemajeure. If a Party fails to agree with such modifications proposed by the other Party within

90 [ninety] calendar days of the act of force majeure first occurring, either Party may thereafter

terminate this Agreement with immediate notice.

requested the Parties to delete all instances of their personal information. The information will be

destroyed or de-identified in such a manner that it cannot be reconstructed to its original form,

linking it to any particular individual or organisation.

26.6 Personal Information security breach:

a) Each Party shall notify the other party in writing as soon as possible after it becomes aware of

or suspects any loss, unauthorised access or unlawful use of any personal information and shall,

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For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

e) not to exercise less care to safeguard Transnet Confidential Information than the Party

exercises in safeguarding its own competitive, sensitive or Confidential Information;

f) Confidential Information disclosed by either Party to the other or by either Party to any other

party used by such party in the performance of this Agreement, shall be dealt with as

“restricted” or shall be dealt with according to any other appropriate level of confidentiality

relevant to the nature of the information concerned, agreed between the Parties concerned

and stipulated in writing for such information in such cases;

g) the Parties shall not make or permit to be made by any other person subject to their control,

any public statements or issue press releases or disclose Confidential Information with

regard to any matter related to this Agreement, unless written authorisation to do so has

first been obtained from the Party first disclosing such information;

h) each Party shall be entitled to disclose such aspects of Confidential Information as may be

relevant to one or more technically qualified employees or consultants of the Party who are

required in the course of their duties to receive the Confidential Information for the

interest therein, and then only to the extent necessary for the Permitted Purpose, and is

informed by the Party of the confidential nature of the Confidential Information and the

obligations of the confidentiality to which such disclosure is subject and the Party shall

ensure such employees or consultants honour such obligations;

i) each Party shall notify the other Party of the name of each person or entity to whom any

Confidential Information has been disclosed as soon as practicable after such disclosure;

j) each Party shall ensure that any person or entity to which it discloses Confidential

Agreement by such person or entity; and

k) each Party may by written notice to the other Party specify which of the Party’s employees,

officers or agents are required to sign a non-disclosure undertaking.

27.2 The duties and obligations with regard to Confidential Information in this clause 27 shall not apply

where:

a) a Party can demonstrate that such information is already in the public domain or becomes

available to the public through no breach of this Agreement by that Party, or its Staff; or

b) was rightfully in a Party’s possession prior to receipt from the other Party, as proven by the

first-mentioned Party’s written records, without an infringement of an obligation or duty of

confidentiality; or

c) can be proved to have been rightfully received by a Party from a third party without a breach

of a duty or obligation of confidentiality; or

d) is independently developed by a Party as proven by its written records.

27.3 This clause 27 shall survive termination for any reason of this Agreement and shall remain in force

and effect from the Commencement Date of this Agreement and 5 [five] years after the termination

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For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

of this Agreement. Upon termination of this Agreement, all documentation furnished to the Service

28.1 Without limiting the liability of the Service Provider under this Agreement, the Service Provider shall

take out insurance in respect of all risks for which it is prudent for the Service Provider to insure

against, including any liability it may have as a result of its activities under this Agreement for theft,

destruction, death or injury to any person and damage to property. The level of insurance will be

kept under review by Transnet, on an annual basis, to ensure its adequacy, provided that any

variation to the level of such insurance shall be entirely at the discretion of the Service Provider.

28.2 The Service Provider shall arrange insurance with reputable insurers and will produce to Transnet

evidence of the existence of the policies on an annual basis within 30 [thirty] calendar days after

date of policy renewals.

28.3 Subject to clause 28.4 below, if the Service Provider fails to effect adequate insurance under this

clause 28, it shall notify Transnet in writing as soon as it becomes aware of the reduction or

inadequate cover and Transnet may arrange or purchase such insurance on behalf of the Service

such insurance protects the Service Provider’s liability. Transnet assumes no responsibility for such

insurance being adequate to protect all of the Service Provider’s liability.

28.4 In the event that the Service Provider receives written notice from its insurers advising of the

termination of its insurance cover referred to in clause 28.1 above or if the insurance ceases to be

available upon commercially reasonable terms, the Service Provider shall immediately notify

29.1 The Service Provider’s liability under this clause 29 shall be in addition to any warranty or condition

of any kind, express or implied by law or otherwise, relating to the Services or ancillary Services,

including the quality of the Services or ancillary Services or any materials delivered pursuant to this

29.2 Neither Party excludes or limits liability to the other Party for:

a) death or personal injury caused by its negligence, [including its employees’, agents’ or

‘Subcontractors’ negligence]; or

b) fraud or theft.

29.3 The Service Provider shall indemnify and keep Transnet indemnified from and against liability for

damage to any Transnet property [whether tangible or intangible] or any other loss, costs or

damage suffered by Transnet to the extent that it results from any act of or omission by the Service

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For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

Provider or its Personnel in connection with this Agreement. The Service Provider’s liability arising

out of this clause 29.3 shall be limited to direct damages.

29.4 Subject always to clauses 29.1 and 29.2 above, the liability of either the Service Provider or

breach of contract or otherwise, for direct loss or damage arising out of each Default or series of

related Defaults shall not exceed 100% [one hundred per cent] of the Fees paid under the schedule

or Work Order to which the Default(s) relates.

29.5 Subject to clauses 29.1 to 29.4 above, in no event shall either Party be liable to the other for

indirect or consequential loss or damage or including indirect or consequential loss of profits,

business, revenue, goodwill or anticipated savings of an indirect nature or loss or damage incurred

by the other Party as a result of third party claims.

29.6 If for any reason the exclusion of liability in clause 29.5 above is void or unenforceable, either

Party’s total liability for all loss or damage under this Agreement shall be as provided in clause 29.3

above.

29.7 Nothing in this clause 29 shall be taken as limiting the liability of the Parties in respect of clauses 27

[Confidentiality]and 30 [IntellectualPropertyRights].

of any nature in and to the Confidential Information and Background Intellectual Property

that is proprietary to Transnet. For the avoidance of doubt all the Service Provider’s

b) Transnet shall grant to the Service Provider an irrevocable, royalty free, non-exclusive licence

to use Transnet’s Background Intellectual Property only for the Permitted Purpose. This

licence shall not permit the Service Provider to sub-license to other parties.

c) The Service Provider shall grant to Transnet an irrevocable, royalty free, non-exclusive

licence to use the Service Provider’s Background Intellectual Property for the Permitted

the purpose of commercially exploiting the Foreground Intellectual Property, to the extent

that such access is required.

e) The above shall not pertain to any software licenses procured by the Service Provider from

third parties and used in the supply of the Services.

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For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

30.2 Title to Intellectual Property

a) All right, title and interest in and to Foreground Intellectual Property prepared, conceived or

developed by the Service Provider, its researchers, agents and employees shall vest in

the Foreground Intellectual Property. The Service Provider shall not at any time during or

after the termination or cancellation of this Agreement dispute the validity or enforceability

of such Foreground Intellectual Property, or cause to be done any act or anything contesting

or in any way impairing or tending to impair any part of that right, title and interest to any of

the Foreground Intellectual Property and shall not counsel or assist any person to do so.

b) Transnet shall be entitled to seek protection in respect of the Foreground Intellectual

the Foreground Intellectual Property.

c) Where the Foreground Intellectual Property was created by the Service Provider or its

researchers, agents and employees and where Transnet elects not to exercise its option to

seek protection or decides to discontinue the financial support of the prosecution or

maintenance of any such protection, Transnet shall notify the Service Provider who shall

have the right of first refusal to file or continue prosecution or maintain any such applications

and to maintain any protection issuing on the Foreground Intellectual Property.

d) No consideration shall be paid by Transnet to the Service Provider for the assignment of any

sums payable in terms of this Agreement. The Service Provider undertakes to sign all

documents and do all things as may be necessary to effect, record and perfect the

assignment of the Foreground Intellectual Property to Transnet.

e) Subject to anything contrary contained in this Agreement and/or the prior written consent of

Transnet [which consent shall not be unreasonably be withheld], the Service Provider shall

under no circumstances be entitled as of right, or to claim the right, to use Transnet’s

Transnet’s Background Intellectual Property and/or Confidential Information shall be exclusively

owned by Transnet. The Service Provider shall disclose promptly to Transnet all such improvements,

developments, adaptations and/or modifications, inventions or discoveries. The Service Provider

hereby undertakes to sign all documents and do all things as may be necessary to effect, record

and perfect the assignment of such improvements, developments, adaptations and/or modifications,

inventions or discoveries to Transnet and the Service Provider shall reasonably assist Transnet in

Transnet Agreement No TP/2026/04/0060/4064/RFP

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so acting, and shall provide Transnet the information with such assistance as Transnet reasonably

requires, at Transnet’s cost and expense, to prevent such third party from so acting.

30.5 Unauthorised Use of Intellectual Property

a) The Service Provider agrees to notify Transnet in writing of any conflicting uses of, and

applications of registrations of Patents, Designs and Trade Marks or any act of infringement,

unfair competition or passing off involving the Intellectual Property of Transnet of which the

proceed against any party infringing its Intellectual Property.

b) It shall be within the sole and absolute discretion of Transnet to determine what steps shall

be taken against the infringer and the Service Provider shall co-operate fully with Transnet,

at Transnet’s cost, in whatever measure including legal action to bring any infringement of

illegal use to an end.

c) The Service Provider shall cooperate to provide Transnet promptly with all relevant

ascertainable facts.

d) If proceedings are commenced by Transnet alone, Transnet shall be responsible for all

expenses but shall be entitled to all damages or other awards arising out of such

proceedings. If proceedings are commenced by both Parties, both Parties will be responsible

for the expenses and both Parties shall be entitled to damages or other awards arising out of

proceedings.

For The Provision Of Cleaning Services for Transnet Property in KZN Coastal Areas for a period of thirty-six (36) Months

33 dispute resolution

33.1 Should any dispute of whatsoever nature arise between the Parties concerning this Agreement, the

Parties shall try to resolve the dispute by negotiation within 07 [seven] Business Days of such

dispute arising.

33.2 If the dispute has not been resolved by such negotiation, either of the Parties may refer the dispute

to AFSA and notify the other Party accordingly, which proceedings shall be held in Johannesburg.

33.3 Such dispute shall be finally resolved in accordance with the rules of AFSA by an arbitrator or

arbitrators appointed by AFSA.

33.4 This clause constitutes an irrevocable consent by the Parties to any proceedings in terms hereof,

and neither of the Parties shall be entitled to withdraw from the provisions of this clause or claim at

any such proceedings that it is not bound by this clause 33.

33.5 This clause 33 is severable from the rest of this Agreement and shall remain in effect even if this

quality; Openness; Security safeguards and Data subject participation.

Returnable Documents: Not specified in the provided text.

Of the works: for the provision of cleaning services in KZN coastal and

IMPLEMENTATION PLAN No Service Implementation Plan . 0

regulations Method statement covers 3 to 4 of the

6. Compliance to maintenance key elements on how the contractor will 15

schedules execute cleaning and hygiene services

7. Compliance to key performance Method statement covers 5 to 6 of the

indicators key elements on how the contractor will 20

execute cleaning and hygiene services

(Minimum gross lettable area of Method statement covers 7 or more of the

20 000 m2). key elements on how the contractor will 25

execute cleaning and hygiene services

Maximum possible score 100

Minimum Qualifying Score 80

of key persons: No CV attached/no experience 0

management experience in management experience in commercial 4

commercial contract. contract ≤3yr s.

Provide CV detailing cleaning 20

(Minimum gross lettable area of management experience in commercial 10

20 000 m2). contract > 3 < 6yrs.

management experience in commercial 14

contract ≥6, ≤10yrs.

management experience in commercial

20 contract >10yrs.

3.Quality control, Method statement only covers 2 of the 25

4. Quality assurance key elements on how the contractor will 10

Appointment letters or Provide proof in the form of appointment

appointment letters or signed contracts or purchase

Assessment contractor’s commitment to Health and

chemicals; chemical storage plan,

chemicals and equipment

distribution process, cleaning of Document with only 5 key elements of 15

carpet and upholstery process plan. service implementation plan.

3. Time managements: recruitment

plan, shift rostering, clocking

system or register plan, placement

of relievers.

4. Human Resources: Employment

and labour relations procedure,

remuneration dates and payment of Document with all 6 key elements of 20 bonuses procedure; absenteeism, service implementation plan.

misconduct, disciplinary process,

labour disputes, employee

retainment/retention plan,

resignations and constructive

dismissal and record keeping.

Pre-qualifying Quality criteria Sub-Criteria Sub- Maximum

Points points

Maximum possible score 100

Minimum Qualifying Score 80

• Definitions: 'Agents' include directors, officers, employees, and contractors. 'Bid Document' refers to RFI, RFP, or RFQ. 'Confidential Information' includes all data, plans, and trade secrets shared for the bid, excluding information that is already public or lawfully possessed by the receiving party.

{

"name": null,

"email": null,

"phone": null,

"department": "Transnet SOC Ltd",

"address": "49th Floor, Carlton Centre, 150 Commissioner Street, Johannesburg 2001"

}

• Must sign the Non-Disclosure Agreement (NDA) as part of the bid response.
• All confidential information must be stored securely.
• Upon written demand from Transnet, the bidder must return all written confidential information and destroy all digital copies within 7 days.
• A certificate of compliance regarding the destruction of digital data must be provided by a director upon request.

• Capability to provide cleaning services.
• Ability to sign the Non-Disclosure Agreement (NDA).
• Ability to maintain confidentiality and data protection safeguards.
• Absence of conflicting agency relationships.

• Secure Storage: The receiving party must ensure proper and secure storage of all information and copies.
• Record Keeping: A written record of provided confidential information and its location must be maintained and provided to Transnet upon request.
• Data Destruction: Within 7 days of a written demand, all written and digital copies of confidential information must be returned or destroyed.
• Compliance Certification: A director must sign a certificate confirming full compliance with data destruction requirements upon request.

• Compliance with South African privacy protection laws (Section 14 of the Bill of Rights).
• Implementation of appropriate technical and organisational measures to prevent unauthorised processing, accidental loss, or damage to data.
• Adherence to South African law and jurisdiction.

• Confidentiality: All information must be treated as secret and used only for technical/commercial discussions related to the bid or contract.
• Disclosure: Information may only be disclosed to agents with a strict 'need to know' or if required by law (with prior notification to Transnet).
• Non-Disclosure of Interest: Neither party may announce their interest in the bid without prior written consent.
• No Publicity: Neither party may use the other's name or information for marketing/publicity without written consent.
• Duration: Confidentiality obligations survive for 5 years after the termination of negotiations.
• Legal Status: Parties act as principals, not agents or partners. The agreement is governed by South African law.

• Privacy Compliance: Must comply with South African privacy protection laws (Section 14 of the Bill of Rights).
• Data Security: Must maintain technical and organisational measures to protect data against unauthorised processing, loss, or damage.

{"closingTime":"14H00","briefingSession":"{"date":null,"time":null,"venue":"ION .................................................................................................................................... 9","is_compulsory":false}"}

{"name":"MS Teams","email":"[email protected]","phone":"0935542335","department":null,"address":"):https://esupplierportal.transnet.net/"}

Returnable Documents: TP/2026/04/0060/4064/RFP FOR THE PROVISION OF CLEANING SERVICES IN KZN COASTAL AND SURROUNDING AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46 SCHEDULE OF BID DOCUMENTS Section No Page SECTION 1: SBD1 FORM ................................................................................................................................... 3 SECTION 2 : NOTICE TO BIDDERS .................................................................................................................... 5 1 INVITATION TO BID ................................................................................................................................. 5 2 FORMAL BRIEFING ................................................................................................................................... 7 3 PROPOSAL SUBMISSION ........................................................................................................................... 7 4 RFP INSTRUCTIONS ................................................................................................................................. 8 5 JOINT VENTURES OR CONSORTIUMS ........................................................................................................ 8 6 COMMUNICATION .................................................................................................................................... 9 7 CONFIDENTIALITY ................................................................................................................................... 9 8 COMPLIANCE ........................................................................................................................................... 9 9 EMPLOYMENT EQUITY ACT ......................................................................................................................10 10 DISCLAIMERS .........................................................................................................................................10 11 LEGAL REVIEW .......................................................................................................................................11 12 SECURITY CLEARANCE ............................................................................................................................11 SECTION 3: BACKGROUND, OVERVIEW AND SCOPE OF REQUIREMENTS ............................................................12 SECTION 4: PRICING AND DELIVERY SCHEDULE ...............................................................................................21 SECTION 5: PROPOSAL FORM AND LIST OF RETURNABLE DOCUMENTS ..............................................................25 SECTION 6: CERTIFICATE OF ACQUAINTANCE WITH RFP, MASTER AGREEMENT & APPLICABLE DOCUMENTS .......31 SECTION 7: RFP DECLARATION AND BREACH OF LAW FORM .............................................................................32 SECTION 8: RFP CLARIFICATION REQUEST FORM .............................................................................................36 SECTION 9 : SPECIFIC GOALS POINTS CLAIM FORM ....................................................................................................37 SECTION 10: CERTIFICATE OF ATTENDANCE OF NON-COMPULSORY RFP BRIEFING ............................................42 SECTION 11: JOB-CREATION SCHEDULE...........................................................................................................43 SECTION 12: PROTECTION OF PERSONAL INFORMATION .................................................................................45 RFP ANNEXURES: ANNEXURE A – AFFECTED AREAS LISTING ANNEXURE B - SCOPE OF WORK ANNEXURE C - TECHNICAL SUBMISSION / QUESTIONNAIRE ANNEXURE D - MASTER AGREEMENT ANNEXURE E - TRANSNET’S GENERAL BID CONDITIONS ANNEXURE F -TRANSNET’S SUPPLIER INTEGRITY PACT ANNEXURE G - NON-DISCLOSURE AGREEMENT ANNEXURE H- SCHEDULE 1_SCHEDULE OF REQUIREMENTS FOR KZN COASTAL CLEANING ANNEXURE I – GOVERNMENT GAZETTE NO MARCH 2026 ANNEXURE J - NEW-WAGE-RATE-01-04-2026 CIRCULAR ANNEXURE K –SERVICE PROVIDERS COMPLIANCE TO BCCCI RATES (PAYMENT SCHEDULE -DEPARTMENT OF LABOUR- RATES - BCCCI) ANNEXURE L - BIDDERS FINAL CHECKLIST _____________________________ ____________________________ Respondent’s Signature Date & Company Stamp TP/2026/04/0060/4064/RFP FOR THE PROVISION OF CLEANING SERVICES IN KZN COASTAL AND SURROUNDING AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46 SECTION 1: SBD1 FORM PART A INVITATION TO BID INVITATION TO BID FOR REQUIREMENTS OF TRANSNET PROPERTY, A DIVISION OF TRANSNET SOC LTD AS PER THE SYSTEM AS PER THE ISSUE ADVERT CLOSING SYSTEM CLOSING BID NUMBER: TP/2026/04/0060/4064/RFP DATE: DATE DATE: CLOSING DATE TIME: 14H00 DESCRIPTION FOR THE PROVISION OF CLEANING SERVICES IN KZN COASTAL AND SURROUNDING AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS BID RESPONSE DOCUMENTS SUBMISSION INSTRUCTIONS RESPONDENTS ARE TO UPLOAD THEIR BID RESPONSE PROPOSALS ONTO THE TRANSNET DIGITAL PROCUREMENT SYSTEM AGAINST EACH TENDER SELECTED (Pleaserefertosection2,paragraph3foradetailedprocess onhowtouploadsubmissions):https://esupplierportal.transnet.net/ BIDDING PROCEDURE / TECHNICAL ENQUIRIES MAY BE DIRECTED TO: CONTACT PERSON The Buyer E-MAIL ADDRESS [email protected] SUPPLIER INFORMATION NAME OF BIDDER POSTAL ADDRESS STREET ADDRESS CELLPHONE TELEPHONE NUMBER CODE NUMBER E-MAIL ADDRESS VAT REGISTRATION NUMBER IT IS A CONDITION OF THIS BID THAT THE TAX MATTERS OF THE SUCCESSFUL RESPONDENTS BE IN ORDER, OR THAT SATISFACTORY ARRANGEMENTS HAVE BEEN MADE WITH SOUTH AFRICAN REVENUE SERVICE (SARS) TO MEET THE RESPONDENTS TAX OBLIGATIONS. UNIQUE CENTRALSUPPLIER COMPLIANCE TAX COMPLIANCE REGISTRATION OR SUPPLIER STATUS SYSTEM PIN: REFERENCE NUMBER: DATABASE MAAA B-BBEE STATUS LEVEL TICK APPLICABLE BOX B-BBEE STATUS LEVEL TICK APPLICABLE BOX VERIFICATION CERTIFICATE YES NO SWORN AFFIDAVIT YES NO IF YES, WHO WAS THE CERTIFICATE ISSUED BY? AN ACCOUNTING OFFICER AS AN ACCOUNTING OFFICER AS CONTEMPLATED IN THE CLOSE CORPORATION ACT (CCA) CONTEMPLATED IN THE A VERIFICATION AGENCY ACCREDITED BY THE SOUTH AFRICAN ACCREDITATION SYSTEM CLOSE CORPORATION ACT (SANAS) (CCA) AND NAME THE A REGISTERED AUDITOR APPLICABLE IN THE TICK BOX NAME: [AB-BBEESTATUSLEVELVERIFICATIONCERTIFICATE/SWORNAFFIDAVIT(FOREMES&QSEs)MUSTBE SUBMITTEDFORPURPOSESOFCOMPLIANCEWITHTHEB-BBEEACT], ARE YOU THE ACCREDITED TICK APPLICABLE BOX 2. ARE YOU A FOREIGN- TICK APPLICABLE BOX REPRESENTATIVE IN YES NO BASED SUPPLIER FOR YES NO SOUTH AFRICA FOR THE THE GOODS/SERVICES/ [IF YES, ANSWER WORKS OFFERED? [IF YES ENCLOSE PROOF] WORKS OFFERED? QUESTIONNAIRE BELOW] Signature of the Bidder ................................................... Date: QUESTIONNAIRE TO BIDDING FOREIGN SUPPLIERS IS THE BIDDER A RESIDENT OF THE REPUBLIC OF SOUTH AFRICA (RSA)? YES NO DOES THE BIDDER HAVE A BRANCH IN THE RSA? YES NO DOES THE BIDDER HAVE A PERMANENT ESTABLISHMENT IN THE RSA? YES NO DOES BIDDER HAVE ANY SOURCE OF INCOME IN THE RSA? YES NO IF THE ANSWER IS “NO” TO ALL OF THE ABOVE, THEN IT IS NOT A REQUIREMENT TO REGISTER FOR A TAX COMPLIANCE STATUS SYSTEM PIN CODE FROM THE SOUTH AFRICAN REVENUE SERVICE (SARS) AND IF NOT REGISTER AS PER 1.3 BELOW _____________________________ ____________________________ Respondent’s Signature Date & Company Stamp TP/2026/04/0060/4064/RFP FOR THE PROVISION OF CLEANING SERVICES IN KZN COASTAL AND SURROUNDING AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46 PART B TERMS AND CONDITIONS FOR BIDDING, TAX COMPLIANCE REQUIREMENTS 1.1 BIDDERS MUST ENSURE COMPLIANCE WITH THEIR TAX OBLIGATIONS. 1.2 BIDDERS ARE REQUIRED TO SUBMIT THEIR UNIQUE PERSONAL IDENTIFICATION NUMBER (PIN) ISSUED BY SARS TO ENABLE THE ORGAN OF STATE TO VERIFY THE TAXPAYER’S PROFILE AND TAX STATUS. 1.3 APPLICATION FOR TAX COMPLIANCE STATUS (TCS) PIN MAY BE MADE VIA E-FILING THROUGH THE SARS WEBSITE WWW.SARS.GOV.ZA. 1.4 BIDDERS MAY ALSO SUBMIT A PRINTED TCS CERTIFICATE TOGETHER WITH THE BID. 1.5 IN BIDS WHERE UNINCORPORATED CONSORTIA / JOINT VENTURES / SUB-CONTRACTORS ARE INVOLVED, EACH PARTY MUST SUBMIT A SEPARATE TCS CERTIFICATE / PIN / CSD NUMBER. 1.6 WHERE NO TCS IS AVAILABLE BUT THE BIDDER IS REGISTERED ON THE CENTRAL SUPPLIER DATABASE (CSD), A CSD NUMBER MUST BE PROVIDED. 1.7 RESPONDENTS ARE REQUIRED TO SELF-REGISTER ON NATIONAL TREASURY’S CENTRAL SUPPLIER DATABASE (CSD) WHICH HAS BEEN ESTABLISHED TO CENTRALLY ADMINISTER SUPPLIER INFORMATION FOR ALL ORGANS OF STATE AND FACILITATE THE VERIFICATION OF CERTAIN KEY SUPPLIER INFORMATION. ONLY FOREIGN SUPPLIERS WITH NO LOCAL REGISTERED ENTITY NEED NOT REGISTER ON THE CSD. THE CSD CAN BE ACCESSED AT HTTPS://SECURE.CSD.GOV.ZA/. NB: FAILURE TO PROVIDE OR COMPLY WITH ANY OF THE ABOVE PARTICULARS MAY RENDER THE BID INVALID SIGNATURE OF BIDDER: CAPACITY UNDER WHICH THIS BID IS SIGNED: (Proof of authority must be submitted e.g. company resolution) DATE: _____________________________ ____________________________ Respondent’s Signature Date & Company Stamp TP/2026/04/0060/4064/RFP FOR THE PROVISION OF CLEANING SERVICES IN KZN COASTAL AND SURROUNDING AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46 SECTION 2: NOTICE TO BIDDERS 1 INVITATION TO BID Responses to this RFP [hereinafter referred to as a Bid or a Proposal] are requested from persons, companies, close corporations or enterprises [hereinafter referred to as an entity, Respondent or Bidder]. DESCRIPTION FOR THE PROVISION OF CLEANING SERVICES IN KZN COASTAL AND SURROUNDING AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS TENDER ADVERT All Transnet tenders are advertised on the National Treasury’s e-Tender Publication Portal and the Transnet website only. If you receive tender adverts for Transnet in any other platform other than the ones mentioned, it is your duty to verify the authenticity, accuracy, latest updates and reliability of the information with the platforms mentioned. Should both of these media (i.e. National Treasury’s e-Tender Publication Portal or Transnet website) not be available, bidders are advised to check on the other media for advertised tenders. RFP DOWNLOADING Transnet has implemented a new electronic tender submission system, the e- Supplier Submission Portal, in line with the overall Transnet digitalization strategy where suppliers can view advertised tenders, register their information, log their intent to respond to bids and upload their bid proposals/responses on to the system. The Transnet Digital Procurement System (TDPS) Supplier Submission Portal can be accessed as follows, Log on to the Transnet eSupplier website/Portal (https://esupplierportal.transnet.net/portal/), Click on “SIGN IN/REGISTER –to register new bidder information and ensure that all (must fill in all mandatory information is completed) OR;, to sign in if already registered;, Click on “ADVERTISED TENDERS” to view advertised tenders;, Toggle (click to switch) the “Log an Intent” button in order to be able to activate the submission of a bid;, Respondents are to submit bid documents by uploading them onto the system against each tender selected. A Bidder can upload 30mb per upload and multiple uploads are permitted., Bidders to note that all pricing must be completed in the eSupplier portal, electronic pricing. No paper pricing schedule should be accepted., Bidders should ensure that electronic bid submissions are submitted at least a day before the closing date and bidders should not wait for the last hour before the deadline to submit. This is to enable them to timeously address issues which they may encounter due to internet speed, bandwidth or the size of the number of uploads being submitted. Transnet will not be held liable for any challenges experienced by bidders as a result of their own technical challenges., No late submissions will be accepted., Each company must register its own profile using its company details and use the corresponding registered profile to log an intent to bid as well as submitting any bid., Transnet will not accept a bid or will disqualify a bidder who submits a bid in the Transnet e-supplier submission through another bidders’/Company’s profile. In other words, each bidder must register the intent to bid and submit its bid _____________________________ ____________________________ Respondent’s Signature Date & Company Stamp TP/2026/04/0060/4064/RFP FOR THE PROVISION OF CLEANING SERVICES IN KZN COASTAL AND SURROUNDING AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46 through its own profile under the same company name that will eventually bid for the tender. No company shall submit a bid on behalf of another company regardless of the company being a subsidiary or holding company., In case of a Joint Venture, any of the parties/companies to the Joint Venture may use its registered profile to submit a bid on behalf of the Joint Venture., A detailed bidder guide can be found on the Transnet Portal esupplierportal.transnet.net COMMUNICATION Transnet will publish the outcome of this RFP on the National Treasury e-tender portal and Transnet website with 10 days after the award has been finalised. All unsuccessful bidders have a right to request for reasons for their bid not being successful. This requested must be directed to the contact person stated in the SBD 1 form Any addenda to the RFP or clarifications will be published on the e-supplier portal and Transnet website. Bidders are required to check the e-supplier portal or Transnet website prior to finalising their bid submissions for any changes or clarifications to the RFP. Transnet will not be held liable if Bidders do not receive the latest information regarding this RFP with the possible consequence of either being disadvantaged or disqualified as a result thereof. BRIEFING SESSION Yes – non-compulsory A NON- compulsory RFP virtual tender briefing will be conducted via Microsoft Teams Refer to paragraph 2 for details. CLOSING DATE AS PER THE SYSTEM CLOSING DATE @2pm Bidders must ensure that bids are uploaded timeously onto the system. Generally, if a bid is late, it will not be accepted for consideration. Respondents are to submit bid documents by uploading them onto the Transnet system against each tender selected. A Bidder can upload 30mb per upload and multiple uploads are permitted. Bidders should ensure that electronic bid submissions are submitted at least a day before the closing date and bidders should not wait for the last hour before the deadline to submit. This is to enable them to timeously address issues which they may encounter due to internet speed, bandwidth or the size of the number of uploads being submitted. Transnet will not be held liable for any challenges experienced by bidders as a result of their own technical challenges. NB! In accordance with Section 217 of the Constitution, the Preferential Procurement Policy Framework Act (PPPFA), the Preferential Procurement Regulations, the Public Finance Management Act (PFMA), and applicable National Treasury Instructions, each bidder is strictly permitted to submit only one proposal or offer per bid invitation, unless expressly stated otherwise in the bid documents. VALIDITY PERIOD 180 Business Days from Closing Date Bidders are to note that they may be requested to extend the validity period of their bid, at the same terms and conditions, if the internal evaluation process has not been finalised within the validity period. However, once the adjudication body has approved the process and award of the business to the successful bidder(s), the validity of the successful bidder(s)’ bid will be deemed to remain valid until a final contract has been concluded. Should a bidder fail to respond to a request for extension of the validity period before it expires, that bidder will be excluded from tender process. With regard to the validity period of next highest ranked bidders, please refer to Section 2, paragraph 10.12 _____________________________ ____________________________ Respondent’s Signature Date & Company Stamp TP/2026/04/0060/4064/RFP FOR THE PROVISION OF CLEANING SERVICES IN KZN COASTAL AND SURROUNDING AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46 Any additional information or clarification will be published on the e-Tender portal and Transnet website, if necessary. 2 FORMAL BRIEFING A non-compulsory pre-proposal RFP briefing will be conducted on Microsoft Teams as per the system advert date for a period of ± 1hours via Microsoft Teams using the link ON THE TENDER ADVERT AND RFP COVER PAGE. The briefing session will start punctually and information will not be repeated for the benefit of Respondents arriving late. 2.1 Despite the briefing session being non-compulsory, Transnet nevertheless encourages all Respondents to attend. Transnet will not be held responsible if any Respondents who did not attend the non- compulsory session subsequently feels disadvantaged as a result thereof. 3 PROPOSAL SUBMISSION Transnet has implemented a new electronic tender submission system, the e-Supplier Submission Portal, in line with the overall Transnet digitalization strategy where suppliers can view advertised tenders, register their information, log their intent to respond to bids and upload their bid proposals/responses on to the system., The Transnet e-Supplier Submission Portal can be accessed as follows, Log on to the Transnet eSupplier management platform website/ Portal (https://esupplierportal.transnet.net), Click on “SIGN IN/REGISTER –to register new bidder information and ensure that all mandatory information is completed) OR;, Toggle (click to switch) the “Log an Intent” button to submit a bid;, Submit bid documents by uploading them into the system against each tender selected., Respondents are to submit bid documents by uploading them onto the Transnet system against each tender selected. A Bidder can upload 30mb per upload and multiple uploads are permitted., No late submissions will be accepted. The bidder guide can be found on the Transnet Portal esupplierportal.transnet.net, Transnet will not accept a bid or will disqualify a bidder who submits a bid in the Transnet e-supplier submission through another bidders’/Company’s profile. In other words, each bidder must register the intent to bid and submit its bid through its own profile under the same company name that will eventually bid for the tender. No company shall submit a bid on behalf of another company regardless of the company being a subsidiary or holding company. _____________________________ ____________________________ Respondent’s Signature Date & Company Stamp TP/2026/04/0060/4064/RFP FOR THE PROVISION OF CLEANING SERVICES IN KZN COASTAL AND SURROUNDING AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46, A detailed bidder guide can be found on the Transnet Portal esupplierportal.transnet.net 4 CONDITIONS OF CONTRACT 4.1 Where Transnet has identified opportunities of economic transformation and empowerment, Transnet will incorporate a contractual obligation for the winning bidder to execute the identified transformation objective as a condition of contract. 4.2 Each bidder interested in participating in this tender should be cognisant that it is a condition of contract the winning bidder will be required to contract with Transnet on one or more of the following transformation initiatives, Subcontracting, Local capability and capacity building, Job creation and preservation, Sustainability (green principles), Skills development

To be eligible, a bidder must be a legally registered entity (company, close corporation, partnership, etc.) on the National Treasury Central Supplier Database (CSD), have a valid tax compliance status (SARS PIN or CSD number), possess a current B‑BBEE verification certificate or sworn affidavit, hold active registration with the BCCCI, hold a valid COIDA Letter of Good Standing, maintain minimum public liability insurance of R2 million, demonstrate financial solvency, achieve at least 80 points in the technical evaluation, and not be listed as a restricted supplier or otherwise disqualified under Transnet’s General Bid Conditions.

1.1. Scope of Works: Cleaning Services – KZN Coastal and Surrounding Areas

Transnet hereby invites suitably qualified and experienced service providers to submit proposals for the provision of

comprehensive cleaning services across various Transnet facilities located within the KwaZulu-Natal (KZN) Coastal, and

surrounding areas. The appointed service provider will be responsible for delivering consistent, high-quality cleaning

services that support Transnet’s commitment to maintaining safe, clean, hygienic, and professionally managed

environments for its employees, customers, contractors, and all other stakeholders.

1.2. Areas and Facilities Covered

The scope of services shall include, but not be limited to, cleaning operations at the following Transnet-owned and/or

managed facilities:

COASTAL AREAS (ranging from Durban and Surrounding – as per list of affected areas) The areas referenced

herein are indicative only and should not be considered an exhaustive list. The scope of coverage may extend to

other areas not specifically mentioned, as determined by operational and business requirements.

These locations comprise a combination of office buildings, operational facilities, depots, yards, and support

infrastructure. The service provider must therefore demonstrate the capability to operate effectively across diverse

environments with varying operational demands.

1.3. Service Requirements

The service provider shall be required to:

• Ensure that all designated facilities are cleaned, sanitized, and maintained in accordance with industry best

practices, relevant health and safety standards, and Transnet’s internal requirements.

• Deliver cleaning services that promote a hygienic, orderly, and professional working environment at all times.
• Utilize appropriate cleaning methods, equipment, materials, and environmentally responsible products suitable

for each facility type.

• Manage and deploy adequately trained, supervised, and uniformed personnel to perform the required services

efficiently and professionally.

• Comply fully with all Occupational Health and Safety, environmental, and labour legislation applicable within

South Africa.

1.4. Alignment with Transnet’s Mission and Values

Transnet is committed to maintaining its buildings and facilities in a condition that reflects operational excellence,

safety, and professionalism. It is Transnet’s mission to ensure that all employees, customers, and stakeholders operate

within clean, safe, and healthy environments that support productivity and service delivery.

Respondent’s Signature Date & Company Stamp

Paperless Pricing Schedule on TDPS (Transnet Digital Procurement System)

Specific Goals Point Claim Form

c) Essential Returnable Documents:

Respondents are further required to submit the following Essential Returnable Documents with their RFP

and to confirm submission of these documents by so indicating [Yes or No] in the table below:

Respondent’s Signature Date & Company Stamp

Plan Document with only 1 to 2 key elements of service 5

implementation plan.

recruitment plan, shift Document with all 6 key elements of service

20 rostering, clocking system implementation plan.

or register plan, placement

of relievers.

contracts or purchase order.

5. Method No submission or method statement does not refer to 0

Statement: cleaning and hygiene services.

Method statement only covers 1 of the key elements on

Key elements: how the contractor will execute cleaning and hygiene 5

(including PPE) Method statement only covers 2 of the key elements on 25

2. Maintenance approach how the contractor will execute cleaning and hygiene 10

performance indicators Method statement covers 7 or more of the key elements

on how the contractor will execute cleaning and hygiene 25 (Minimum gross lettable services.

area of 20 000 m2).

Total Weighting: 100

Minimum qualifying score required: 80

Method Statement

Paperless Pricing Schedule on TDPS (Transnet Digital Procurement System)

4. Quality assurance Method statement covers 3 to 4 of the key elements on
5. Applicable Standards and how the contractor will execute cleaning and hygiene 15

regulations services.

6. Compliance to Method statement covers 5 to 6 of the key elements on

maintenance schedules how the contractor will execute cleaning and hygiene 20

Annexure h- schedule 1_schedule of requirements for KZN coastal cleaning

Annexure i – government gazette NO march 2026

Annexure j - NEW-WAGE-RATE-01-04-2026 circular

Annexure k –service providers compliance to bccci rates (payment schedule -department of

Labour- rates - bccci)

ConditionsClause20

• Whether the Bid contains a priced offer as prescribed in the pricing and delivery schedule Section4

• Whether any Technical Pre-qualification Criteria/minimum requirements/legal requirements Section5

have been met as follows:

• Submit Certified Proof of Valid Registration with Bargaining Council for the Contract Cleaning

Service Industry KwaZulu Natal (BCCCI). Service Provider to ensure that the certificate is as

per the latest template including issue and expiry date.

• Submit Certified Proof of Valid Letter of Good Standing (COIDA) from the Department of

cancel the RFP.

b) Prices must be quoted in South African Rand inclusive of VAT.

c) Any disbursement not specifically priced for will not be considered/accepted by Transnet.

d) To facilitate like-for-like comparison bidders must submit pricing strictly in accordance with the system pricing

schedule and not utilise a different format. Deviation from this pricing schedule could result in a bid being

declared non-responsive.

e) Quantities given are estimates only. Any orders resulting from this RFP will be on an “as and when required”

basis.

f) Prices are to be quoted on a delivered basis to affected areas (to be captured on system).

g) Please note that should you have offered a discounted price(s), Transnet will only consider such price discount(s)

in the final evaluation stage if offered on an unconditional basis.

h) Where a Respondent’s price(s) includes imported goods/items, the rate of exchange to be used must be in

Documents, and also to confirm submission of these documents by so indicating [Yes or No] in the tables

below:

SUBMITTED MANDATORY RETURNABLE DOCUMENTS [Yes/No]

Submit Fully Completed pricing schedule on TDPS (Transnet Digital Procurement System) -

(all line items to be fully completed failure of which will lead to disqualification).

ANNEXURE H- Schedule 1_Schedule of Requirements for KZN Coastal Cleaning

ANNEXURE I – Government Gazette No March 2026

ANNEXURE J - New-Wage-Rate-01-04-2026 Circular

ANNEXURE K –Service Providers Compliance to BCCCI Rates (Payment Schedule -Department of

Labour- Rates - BCCCI)

The successful Respondent [hereinafter referred to as the [Service provider] shall be in full and complete compliance with any and all applicable laws and regulations. _____________________________ ____________________________ Respondent’s Signature Date & Company Stamp Health and Safety Plan only covers 4 to 6 of the key 4.Health and Safety Objectives elements that demonstrate the contractor’s commitment 5.Resources, Accountabilities 7 to Health and Safety and to ensure compliance with and Responsibilities stated Employer’s Works Information. 6.Competence, Training and Health and Safety Plan only covers 7 to 9 of the key Awareness elements that demonstrate the contractor’s commitment 7.Communication, Participation 10 to Health and Safety and to ensure compliance with and Consultation stated Employer’s Works Information. 8.Operational Control 9.Emergency Preparedness and 15 Response Health and Safety Plan only covers 10 to 12 of the key 10.Management of Change elements that demonstrate the contractor’s commitment 11.Sub-contractor Alignment 12 to Health and Safety and to ensure compliance with 12.Incident Reporting and stated Employer’s Works Information. Investigation 13.Non-conformance and Action Management 14.Performance Assessment and Auditing 15.Measuring and Monitoring Health and Safety Plan only cover’s 13 to 15 or more of the key elements that demonstrate the contractor’s 15 (Minimum gross lettable area commitment to Health and Safety and to ensure of 20 000 m2). compliance with stated Employer’s Works Information. _____________________________ ____________________________ Respondent’s Signature Date & Company Stamp

Points Allocation: 10 points

B-BBEE Details: NQUIRIES MAY BE DIRECTED TO:

CONTACT PERSON The Buyer

E-MAIL ADDRESS [email protected]

Supplier information

Name of bidder

Postal address

Street address

Cellphone

Telephone number code number

E-mail address

VAT registration number

IT is a condition of this bid that the tax matters of the successful respondents be in order, or that

Satisfactory arrangements have been made with south african revenue service (SARS) to meet the

Respondents tax obligations.

Unique centralsupplier compliance tax compliance registration or supplier

Status system pin: reference number: database maaa

B-bbee status level tick applicable box b-bbee status level tick applicable box

Verification certificate yes NO sworn affidavit yes NO

If yes, who was the

Certificate issued by?

An accounting officer as an accounting officer as contemplated in the close corporation act (cca)

Contemplated in the a verification agency accredited by the south african accreditation system

Close corporation act (sanas)

(Cca) and name the a registered auditor

Applicable in the tick box name:

[AB-BBEESTATUSLEVELVERIFICATIONCERTIFICATE/SWORNAFFIDAVIT(FOREMES&QSEs)MUSTBE

Submittedforpurposesofcompliancewiththeb-bbeeact]

1. Are you the accredited tick applicable box 2. Are you a foreign- tick applicable box

Representative in yes NO based supplier for yes NO

South africa for the the goods/services/ [if yes, answer

Works offered? [If yes enclose proof] works offered? Questionnaire below]

Signature of the Bidder ................................................... Date:

Questionnaire to bidding foreign suppliers

Is the bidder a resident of the republic of south africa (RSA)? yes NO

Does the bidder have a branch in the RSA? yes NO

Does the bidder have a permanent establishment in the RSA? yes NO

Does bidder ha

5.1 Please sign documents [sign, stamp and date the bottom of each page] before uploading them on the

system. The person or persons signing the submission must be legally authorised by the respondent to

do so.

5.2 All returnable documents tabled in the Proposal Form [Section 5] must be returned with

proposals.

5.3 Unless otherwise expressly stated, all Proposals furnished pursuant to this RFP shall be deemed to be

offers. Any exceptions to this statement must be clearly and specifically indicated.

5.4 Any additional conditions must be embodied in an accompanying letter. Subject only to clause 15

[Alterations made by the Respondent to Bid Prices] of the General Bid Conditions, paragraph 12 below

(Legal Review) and Section 6 of the RFP, alterations, additions or deletions must not be made by the

submitted to Transnet.

• Respondents are to note that for the purpose of Evaluation, a JV will be evaluated based on one consolidated B-

BBEE score card (a consolidated B-BBEE Status Level verification certificate) Preference points will be awarded to

a bidder for attaining the specific goals requirements in accordance with the table indicated in Section 4.1 of the

specific goals Claim Form.

Communication (clarifications and complaints)

6.1 For specific clarification relating to this RFP, an RFP Clarification Request Form should be submitted to

the Buyer three working days before system closing date, substantially in the form set out in Section

8 hereto. In the interest of fairness and transparency, Transnet’s response to such a query will be

published on the e-tender portal and Transnet website.

6.2 Specific complaints relating to this RFP before or after the closing date should be formally submitted by

emailing to [email protected]. Once the complaint has been submitted, the Transnet

of this RFP and/or its receipt of Proposals. In particular, please note that Transnet reserves the right to:

10.1 modify the RFP’s Goods/Services;

10.2 award a contract in connection with this Proposal at any time after the RFP’s closing date;

10.3 award a contract for only a portion of the proposed Goods/Services which are reflected in the scope of

this RFP;

10.4 split the award of the contract between more than one Supplier/Service provider, as may be explicitly

articulated in the conditions or objective criteria to this RFP;

10.5 cancel the bid process;

10.6 validate any information submitted by Respondents in response to this bid. This would include, but is

not limited to, requesting the Respondents to provide supporting evidence. By submitting a bid,

Respondents hereby irrevocably grant the necessary consent to Transnet to do so;

10.7 request audited financial statements or other documentation for the purposes of a due diligence exercise;

10.8 not accept any changes or purported changes by the Respondent to the bid rates after the closing date

and/or after the award of the business, unless the contract specifically provided for it;

10.9 to cancel the contract and/request that National Treasury place the Respondent on its Database of

Restricted Suppliers for a period not exceeding 10 years, on the basis that a contract was awarded on

the strength of incorrect information furnished by the Respondent or on any other basis recognised in

law;

10.10 to award the business to the next ranked bidder, provided that he/she is still prepared to provide the

required Goods at the quoted price, should the preferred bidder fail to sign or commence with the

contract within a reasonable period after being requested to do so. Under such circumstances, the validity

of the bids of the next ranked bidder(s) will be deemed to remain valid, irrespective of whether the

outcome of the tender has been published the outcome of the bid process on the National Treasury e-

tender Portal and Transnet website. Bidders may therefore be requested to advise whether they would

still be prepared to provide the required Goods at their quoted price.

10.11 Request a bidder to furnish further information relating to its Environmental, Social and Governance

(ESG) standing at any stage of the procurement or contracting process. This information may not be

used for purposes of evaluation and/or disqualify bidder, but may be use for purpose of record and

analysis of ESG compliance.

10.12 Where sub-contracting is applied in a tender, conduct due diligence assessment on the sub-contractor(s)

and this may entail requesting the bidder to provide further information relating to the sub-contractor(s)

or directly requesting the information from the sub-contractor(s) as well as conducting any necessary

investigations on the sub-contractor(s) to detect issues of “FRONTING”.

Respondent’s Signature Date & Company Stamp

Returnable Document

TP/2026/04/0060/4064/RFP for the provision of cleaning services in KZN coastal and surrounding

AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46

• Ensure that all designated facilities are cleaned, sanitized, and maintained in accordance with industry best

practices, relevant health and safety standards, and Transnet’s internal requirements.

• Deliver cleaning services that promote a hygienic, orderly, and professional working environment at all times.
• Utilize appropriate cleaning methods, equipment, materials, and environmentally responsible products suitable

for each facility type.

• Manage and deploy adequately trained, supervised, and uniformed personnel to perform the required services

efficiently and professionally.

• Comply fully with all Occupational Health and Safety, environmental, and labour legislation applicable within

safety, and professionalism. It is Transnet’s mission to ensure that all employees, customers, and stakeholders operate

within clean, safe, and healthy environments that support productivity and service delivery.

Respondent’s Signature Date & Company Stamp

Returnable Document

TP/2026/04/0060/4064/RFP for the provision of cleaning services in KZN coastal and surrounding

AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46

will contribute meaningfully to the maintenance, cleanliness, and hygienic condition of Transnet facilities within

the KZN region. The services rendered under this scope must support Transnet’s operational needs while

enhancing the well-being, safety, and experience of all facility users.

1. Strike Contingency Plan: Document with only 3 to 4 key elements of service 10

transport, safety of cleaners, implementation plan. 20

communication plan,

Document with only 5 key elements of service 15

2. Training and inductions: implementation plan.

(Specific to the No submission of Health and Safety Plan or submission 0

Works) does not refer to Cleaning Services.

1.Health and Safety Policy Health and Safety Plan only covers 1 to 3 of the key

2.Hazard Identification and elements that demonstrate the contractor’s commitment

Risk Assessment 5 to Health and Safety and to ensure compliance with

3.Legal and Other stated Employer’s Works Information.

Requirements

Health and Safety Plan only covers 4 to 6 of the key

elements that demonstrate the contractor’s commitment

5.Resources, Accountabilities 7

to Health and Safety and to ensure compliance with

and Responsibilities

stated Employer’s Works Information.

Health and Safety Plan only covers 7 to 9 of the key Awareness

elements that demonstrate the contractor’s commitment

7.Communication, Participation 10

to Health and Safety and to ensure compliance with and Consultation

stated Employer’s Works Information. 8.Operational Control

9.Emergency Preparedness and 15

Health and Safety Plan only covers 10 to 12 of the key 10.Management of Change

elements that demonstrate the contractor’s commitment 11.Sub-contractor Alignment 12

to Health and Safety and to ensure compliance with 12.Incident Reporting and

stated Employer’s Works Information. Investigation

Health and Safety Plan only cover’s 13 to 15 or more of

the key elements that demonstrate the contractor’s 15 (Minimum gross lettable area

commitment to Health and Safety and to ensure of 20 000 m2).

compliance with stated Employer’s Works Information.

Respondent’s Signature Date & Company Stamp

Returnable Document

TP/2026/04/0060/4064/RFP for the provision of cleaning services in KZN coastal and surrounding

AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46

currency’s rate published by the South African Reserve Bank on the date of the advertisement of the bid:

Currency rate of exchange utilised: _________________________

i) Respondents, if awarded the contract, are required to indicate that their prices quoted would be kept firm and

fixed a period of 12 months, subject thereafter to adjustment (i.e. after the initial period of 12 months), utilizing

Respondent’s Signature Date & Company Stamp

Returnable Document

TP/2026/04/0060/4064/RFP for the provision of cleaning services in KZN coastal and surrounding

AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46

the following price index/indices/adjustment formula. [Not to be confused with bid validity period Section 2,

clause 1]

........................................................

.........................................................

Yes

▪ Considered relevant governance protocols;

▪ Determined the DPIP or FPPO status of that counterparty; and

▪ Conducted a risk assessment and due diligence to assess the potential risks that may be posed by the

business relationship.

As per the Transnet Domestic Prominent Influential Persons (DPIP) and Foreign Prominent Public Officials

(FPPO) and Related Individuals Policy available on Transnet website

https://www.transnet.net/search/pages/results.aspx?k=FPIDP#k=DPIP, Respondents are required to

disclose any commercial relationship with a DPIP or FPPO (as defined in the Policy) by completing the following

section:

In compliance with the National Railway Safety Regulator Act, , the successful Respondent [the

Supplier] shall ensure that the Goods to be supplied to Transnet, under the terms and conditions of a contract

between the parties, comply fully with the specifications as set out in Annexure B [Specifications and

Drawings]of this RFP, and shall also adhere to railway safety requirements and/or regulations [as applicable].

course of a contract, shall be subject to a review of the capability of the proposed subcontractor to comply

with the specified railway safety requirements and/or regulations. The Supplier and/or its subcontractor shall

grant Transnet access, during the term of the contract, to review any safety-related activities, including the

coordination of such activities across all parts of the organisation.

risk to Transnet pertaining to potential non-performance by the Respondent, in relation to:

5.1 Quality and specification of Goods/Services delivered:

5.2 Continuity of supply:

5.3 Compliance with the Occupational Health and Safety Act, :

SIGNED at ___________________________ on this _____ day of __________________________ 20___

Transnet wishes to have an understanding of your company’s position with regard to environmental

commitments, including key environmental characteristics such as waste disposal, recycling and energy

conservation. Pleasesubmitdetailsofyourentity’spoliciesinthisregard.

Section 1: sbd1 form ................................................................................................................................... 3

Section 2 : notice to bidders .................................................................................................................... 5

1 invitation to bid ................................................................................................................................. 5

2 formal briefing ................................................................................................................................... 7

3 proposal submission ........................................................................................................................... 7

4 RFP instructions ................................................................................................................................. 8

5 joint ventures or consortiums ........................................................................................................ 8

6 communication .................................................................................................................................... 9

7 confidentiality ................................................................................................................................... 9

8 compliance ........................................................................................................................................... 9

9 employment equity act ......................................................................................................................10

10 disclaimers .........................................................................................................................................10

11 legal review .......................................................................................................................................11

12 security clearance ............................................................................................................................11

Section 3: background, overview and scope of requirements ............................................................12

Section 4: pricing and delivery schedule ...............................................................................................21

Section 5: proposal form and list of returnable documents ..............................................................25

Section 6: certificate of acquaintance with RFP, master agreement & applicable documents .......31

Section 7: RFP declaration and breach of law form .............................................................................32

Section 8: RFP clarification request form .............................................................................................36

Section 9 : specific goals points claim form ....................................................................................................37

Section 10: certificate of attendance of non-compulsory RFP briefing ............................................42

Section 11: job-creation schedule...........................................................................................................43

Section 12: protection of personal information .................................................................................45

verify the authenticity, accuracy, latest updates and reliability of the information

with the platforms mentioned. Should both of these media (i.e. National Treasury’s

e-Tender Publication Portal or Transnet website) not be available, bidders are

advised to check on the other media for advertised tenders.

• Fully align with Transnet’s mission, values, and work ethic.
• Demonstrate a proactive approach to service delivery, quality assurance, and continuous improvement.
• Work collaboratively with Transnet representatives to ensure that all organisational objectives and service

level requirements are consistently achieved.

• Uphold high standards of integrity, accountability, and reliability in the execution of the contract.

1.5. Overall Objective

• Submit Certified proof of valid public liability insurance of a minimum of R2 000 000.00.

• Entity’s financial stability

Thetestforresponsiveness[StepOne]mustbepassedforaRespondent’sProposaltoprogress

toStepTwoforfurtherpre-qualification

Respondent’s Signature Date & Company Stamp

Returnable Document

TP/2026/04/0060/4064/RFP for the provision of cleaning services in KZN coastal and surrounding

AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46

6.2 STEP TWO: Minimum Threshold 80 points for Technical Criteria

relations procedure,

remuneration dates and

payment of bonuses

procedure; absenteeism,

misconduct, disciplinary

process, labour disputes,

employee

retainment/retention plan,

Respondent’s Signature Date & Company Stamp

Returnable Document

TP/2026/04/0060/4064/RFP for the provision of cleaning services in KZN coastal and surrounding

AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46

Respondent’s Signature Date & Company Stamp

Returnable Document

TP/2026/04/0060/4064/RFP for the provision of cleaning services in KZN coastal and surrounding

AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46

4.4 The Service provider guarantees that it will achieve a 95% [ninety-five per cent] service level on the

following measures:

a) Random checks on compliance with quality/quantity/specifications

b) On-time delivery

constitute a material breach of contract and provide Transnet with cause for cancellation.

Submit certified proof of valid public liability insurance of a minimum of R2 000 000.00.

• Bidders who fail to submit all documents shall be immediately disqualified.

• All certified copies must not be older than 3 months from the closing date of this tender.

• All line items on the pricing schedule must be completed by bidders. Blank entries will not be accepted.

If an item is not chargeable, please indicate “–” or “R0.00”.

Respondent’s Signature Date & Company Stamp

Returnable Document

TP/2026/04/0060/4064/RFP for the provision of cleaning services in KZN coastal and surrounding

AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46

b) Returnable Documents Used for Scoring

In addition to the requirements of section (a) above, Respondents are further required to submit with their

plus 2 previous years

Section 1: SBD1 Form

SECTION 5: Proposal Form and List of Returnable documents

SECTION 6: Certificate Of Acquaintance with RFP, Terms & Conditions & Applicable Documents

SECTION 7: RFP Declaration and Breach of Law Form

SECTION 10: Certificate of attendance of non-compulsory RFP Briefing

ANNEXURE A – Affected Areas Listing

contract emanating from this RFP. Should the Respondent be awarded the contract [the Agreement] and fail to

present Transnet with such renewals as and when they become due, Transnet shall be entitled, in addition to any other

rights and remedies that it may have in terms of the eventual Agreement, to terminate such Agreement immediately

without any liability and without prejudice to any claims which Transnet may have for damages against the Respondent.

SIGNED at ___________________________ on this _____ day of __________________________ 20___

Respondent’s Signature Date & Company Stamp

Returnable Document

TP/2026/04/0060/4064/RFP for the provision of cleaning services in KZN coastal and surrounding

AREAS FOR TRANSNET PROPERTY FOR A PERIOD OF 36 MONTHS of 46

Procurement Policy Framework Act (PPPFA), the Preferential Procurement

their bid, at the same terms and conditions, if the internal evaluation process has

Minimum qualifying score required: 80

Questionnaire. A Respondent’s compliance with the minimum functionality/technical threshold will be

Theminimumthresholdfortechnical/functionality[StepTwo]mustbemetorexceededforaRespondent’s

ProposaltoprogresstoStepFourforfinalevaluation

6.3 STEP THREE Evaluation and Final Weighted Scoring

a) Price and TCO Criteria [Weighted score 90 points]

Evaluation Criteria RFP Reference

Transnet will utilise the following formula in its evaluation of Price

Ps = Score for the Bid under consideration

b) Specific Goals [Weighted score 10 points]

▪ Specific goals preference points claim form

▪ Preference points will be awarded to a bidder for attaining the specific goals requirements in

accordance with the table indicated in Section 4.1 of the specific goals Claim Form.

Technical / functionality 80

Evaluation Criteria Final Weighted Scores

Specific goals - Scorecard 10

Total score: 100

surrounding areas. The appointed service provider will be responsible for delivering consistent, high-quality cleaning

Section 9 : specific goals points claim form ....................................................................................................37

{"briefingSession":"{"date":null,"time":null,"venue":"E-01-04-2026 CIRCULAR","is_compulsory":false}"}

{"name":null,"email":null,"phone":null,"department":"OF LABOUR- RATES","address":null}

Returnable Documents: 2. Management and CV’s of key persons, 7. Pricing Schedule on TDPS (Transnet Digital Procurement System), Joint Venture Agreement, 19. Submission of SARS Tax Pin to confirm tax compliance, 20. Proof of registration on the National Treasury’s Central Supplier, Database (CSD)

Bidders final checklist – all supporting

Management and CV’s of key persons

1. Submit Fully Completed pricing schedule on TDPS (Transnet

Digital Procurement System) - (all line items to be fully completed

failure of which will lead to disqualification).

16. Annexure i – government gazette NO march

2026

17. Annexure j - NEW-WAGE-RATE-01-04-2026 circular
18. Annexure k –service providers compliance to bccci

Rates (payment schedule -department of labour- rates -

Bccci)

Annexure h- schedule 1_schedule of requirements for KZN coastal cleaning

Annexure i – government gazette NO march 2026

Annexure j - NEW-WAGE-RATE-01-04-2026 circular

Annexure k –service providers compliance to bccci rates (payment schedule -department of

Labour- rates - bccci)

tax compliance

Central Supplier Database (CSD)

Joint Venture Agreement or written confirmation of the intention to enter into a

Joint Venture Agreement

2. Management and CV’s of key persons
3. Pricing Schedule on TDPS (Transnet Digital Procurement System)
4. Submission of SARS Tax Pin to confirm tax compliance
5. Proof of registration on the National Treasury’s Central Supplier

Database (CSD)

B-BBEE Details: which will lead to disqualification).

2. Submit Certified Proof of Valid Registration with Bargaining

Council for the Contract Cleaning Service Industry KwaZulu Natal

(BCCCI). Service Provider to ensure that the certificate is as per

the latest template including issue and expiry date.

3. Submit Certified Proof of Valid Letter of Good Standing (COIDA).
4. Submit Certified proof of valid public liability insurance of a

minimum of R2 000 000.00.

Documents used for scoring

1. Valid proof of Respondent’s compliance to Specific Goal

requirements stipulated in Section 9 of this RFP (Valid B-BBEE

certificate or Sworn- Affidavit as per DTIC guidelines)

2. Management and CV’s of key persons
3. Detailed Service Implementation Plan
4. Risk Assessment specific to Scope of Works
5. Company Previous Experience
6. Method Statement
7. Pricing Schedule on TDPS (Transnet Digital Procurement System)
8. Specific Goals Point Claim Form

Essential returnable documents & schedules

1. In the case of Joint Ventures, a copy of the Joint Venture

Agreement or written confirmation of the intention to enter into a

Joint Venture Agreement

2. Latest Financial Statements signed by your Accounting Officer or

latest Audited Financial Statements plus 2 previous years

3. Section 1: SBD1 Form
4. SECTION 5: Proposal Form and List of Returnable documents
5. SECTION 6: Certificate Of Acquaintance with RFP, Terms &

Conditions & Applicable Documents

6. SECTION 7: RFP Declaration and Breach of Law Form
7. SECTION 10: Certificate of attendance of non-compulsory RFP

Briefing

8. Annexure a – affected areas listing
9. Annexure b - scope of work
10. Annexure c - technical submission / questionnaire
11. Annexure d - master agreement
12. Annexure e - transnet’s general bid conditions

Annexure h- schedule 1_schedule of requirements for

{"name":null,"email":null,"phone":null,"department":"/ system","address":null}

The tender is open to any legal person (natural person, partnership, business trust, foundation, company, or close corporation) registered and operating in South Africa, capable of meeting the statutory wage requirements (BCCCI), holding any necessary local authority permits, and able to provide the required cleaning staff, equipment, and SABS‑approved consumables. Applicants must demonstrate financial capacity to bear the cost of personnel, equipment, consumables, protective clothing, training, and insurance, and insurance, and to comply with health‑safety, environmental, and quality obligations throughout the 36‑month term.

7.2.18. Should Transnet Property at any time believe that any of the Service Provider’s personnel is failing

to comply with any such procedures or policies, Transnet Property shall be entitled to deny such

person access to the relevant Premises and require the Service provider to replace such person

without delay.

7.3. Personnel Standards

7.3.1. Service provider staff must be:

a) able to communicate the official language of Transnet which is English

b) physically fit to perform the tasked duties as required;

c) presentable, clean, neat and portray a professional image at all times whilst conducting their

duties in a professional manner;

7.3.2. Contracted staff must at all times be alert, vigilant and professional in their approach, bearing and

actions and the following deviations will be regarded as extremely serious and may be regarded

as sufficient reason to ask the Service provider to remove a particular contracted staff(s) from the

provider. Whenever the representative (supervisor) is absent from the Site / Affected Property a

suitable person shall be appointed to act as his / her deputy.

4.3.2. The Service provider shall always ensure that there is sufficient suitably qualified and experienced

personal to provide the Service. The Service covered in this Contract must be executed under

direct of a qualified supervision.

4.3.3. All employees provided by the Service provider in terms of this Contract shall at all times be neat

and properly clothed to the satisfaction of the Employer, the Employer reserves the right to request

such employees to wear a uniform or overall of a type, cut and design approved by the Employer

and purchased by the Service provider. Employees must be identifiable as employees of the

4.3.4. The Service provider, or any agent or employee of his/her, must wear protective clothing where

necessary. The Service provider must supply the relevant protective clothing as included in the

pricing schedule of the Service.

4.3.5. Personal hygiene must be maintained by the Service provider’s employees and agents at all times.

4.3.6. The Service provider and its employees will maintain peace and low noise levels within reasonable

bounds on the Site / Affected Property.

4.3.7. The salaries or wages paid by the Service provider to his employees must at all times comply with

the applicable BCCCI statutory requirements in respect of minimum wages.

4.9.7. Any additional work required beyond the scope of this Contract is to be noted as a quotation.

Quotations for the additional work are to be received by the Employer within 7 days.

4.9.8. Where the Price (material or labour, or material and labour) is not stipulated in the Price List/Rates

or is not of a similar nature the cost will be based on a fixed labour price as per Price List / Rates

(during normal working hours) plus material content (excluding that in the Equipment clause) based

on proven cost (Service provider/s quotations with deductions for all discounts, rebates and taxes

which can be recovered) plus a agreed percentage Fee. Refer to Price List / Rates.

4.9.9. The Service provider must provide his job cards specifying detail of works, this Task Order (official

order number(s)) and breakdown of cost into labour and material (for non Activity Schedule work)

and signed off by the Service Manager. In addition to the original completed job card submitted

with his account / invoice, the Service provider must submit a copy of the job card to the Service

Payment Terms: payment certificate will not be passed for payment until this program has been lodged and

approved by the Employer.

4.1.2. Acceptance of the Service providers Plan by the Employer shall not limit in any way the Service

provider's responsibility to undertake whatever Service that is required during the Contract period

to ensure a clean and neat working environmen

3.1 Waste removal:

3.1.1 Without prejudice to the removed contents of wastebaskets Daily

and ashtrays, as well as office waste, must be removed

tidily in bags, for example, and placed in all the garbage

cans that have been made available for this purpose.

3.1.2 Remove refuse to the loading point as prescribed by the Weekly

removes refuse or where any other refuse collector as

organised by Transnet Property will collect refuse.

3.1.3 Disinfect waste storage areas and bins weekly using high Weekly

pressure cleaners and antibacterial materials.

4.3.8. All training and evaluation costs as provided for in terms of this Contract shall be borne by the

5. Health and Safety, Environment and Quality Assurance