Related Company Terms

These Related Company Terms explain the relationship between Entegri Connect (Pty) Ltd, which operates the Platform, and Entegri Enterprises (Pty) Ltd, a related professional services firm that may bid on the Platform as a Supplier, and set out the safeguards that apply. They are referred to in clause 1.5 of the Supplier Platform Participation Agreement, clause 1.5 of the Client Platform Participation Agreement, clause 16 of the Platform Privacy Policy, and clause 16 of the Website Terms of Use.

These Terms form part of each Platform Participation Agreement. They do not govern the professional services Entegri Enterprises provides, which are governed by its engagement letter with the Client under clause 5, as for any other Supplier.

THE TWO COMPANIES

0.1 Two separate companies are referred to in these Terms:

Entegri Connect (Pty) Ltd, registration number 2026/674044/07, of 477 Jan Bantjies Road, Sinoville, Pretoria, Gauteng, 0129 (“Entegri Connect”), which operates the Entegri Connect Platform. Entegri Connect does not provide professional services.

Entegri Enterprises (Pty) Ltd, registration number 2013/137202/07 (“Entegri Enterprises”), which practises as an independent professional services firm. Entegri Enterprises does not operate the Platform.

0.2 The two companies are under common control and share a director. They are separate juristic persons, each responsible for its own obligations. Neither is liable for the obligations of the other.

0.3 Where these Terms refer to a company by name, that reference is to that company alone. Neither company may be described, in these Terms or elsewhere, as performing the functions of the other.

1. ENTEGRI ENTERPRISES AS A SUPPLIER

1.1 Entegri Enterprises may register on the Platform as a Supplier and submit Bids on any Service Requirement for which it is eligible, at any time while the Service Requirement is open for Bids, on the same terms as any other Supplier. There is no waiting period.

1.2 Before it may bid, Entegri Enterprises must complete the Supplier registration process and be approved in the same way as any other Supplier, including by:

1.2.1 accepting the Supplier Platform Participation Agreement and the Mutual Non-Disclosure and POPIA Agreement;

1.2.2 uploading its credentials for verification, and maintaining a valid TCS PIN and professional indemnity insurance; and

1.2.3 being assessed by the Eligibility Engine, which applies the same rules to Entegri Enterprises as to any other Supplier.

1.3 Entegri Enterprises appears on the Platform under its own name, Entegri Enterprises, so that Clients can identify its Profile and Bids.

1.4 The Client decides which Bid, if any, to accept. Entegri Enterprises’ Bids are displayed and ordered in the same way as any other Supplier’s Bids.

1.5 Neither company uses Client Service Requirements, Supplier Bids or Supplier Profile content as commercial intelligence for Entegri Enterprises.

2. CONFLICT OF INTEREST: DISCLOSURE AND SAFEGUARDS

2.1 Entegri Connect and Entegri Enterprises are separate companies under common control. Entegri Connect acknowledges that allowing a related company to bid on the Platform it operates creates a conflict of interest, and discloses that conflict in these Terms, in the Platform Privacy Policy, and in the Platform Agreements.

2.2 Obligations of Entegri Connect. Entegri Connect undertakes to Suppliers and Clients that it will not:

2.2.1 disclose to Entegri Enterprises the content of any other Supplier’s Bid, any Supplier’s pricing or methodology, or any Supplier Profile content that is not visible to Suppliers generally;

2.2.2 delay, suppress, obscure, deprioritise, or discourage any other Supplier’s Bid, or restrict the visibility of a Service Requirement to Suppliers capable of servicing it, in order to favour Entegri Enterprises;

2.2.3 display, order or promote Entegri Enterprises’ Bids or Profile more favourably than those of other Suppliers;

2.2.4 apply different registration, verification, eligibility, fee or conduct rules to Entegri Enterprises; or

2.2.5 use information obtained in operating the Platform to benefit Entegri Enterprises.

2.3 Obligations of Entegri Enterprises. Entegri Enterprises undertakes that it will not:

2.3.1 request from Entegri Connect any information it is prohibited from disclosing under clause 2.2;

2.3.2 use, in preparing a Bid, any information about another Supplier’s Bid, pricing or Profile that it obtains other than in the ordinary way available to all Suppliers; or

2.3.3 represent itself to Clients as endorsed, recommended or preferred by Entegri Connect.

2.4 Platform Fee. Entegri Enterprises pays the Platform Fee on each Engagement arising from an accepted Bid, at the same rate and on the same terms as any other Supplier, under the Supplier Platform Participation Agreement.

2.5 Complaints. A Client or Supplier who believes that this clause 2 has not been complied with may raise a Platform Dispute under the Platform Dispute Resolution Policy. Because Entegri Connect has an interest in the outcome, clause 6 of that Policy applies, including the right of either affected party to request direct referral to external mediation.

2.6 Where Entegri Enterprises bids on the Platform, it does so in competition with other Suppliers. Neither company represents Entegri Enterprises as an impartial intermediary or as a recommended Supplier.

2.7 Shared personnel. Some individuals, including the shared director, act for both companies. When such an individual performs Platform operations, support, administration or dispute functions, they act for Entegri Connect under a written operator agreement between the two companies, and may not use information obtained in that capacity for Entegri Enterprises.

3. NO OBLIGATION ON THE CLIENT

3.1 The Client is under no obligation to accept a Bid from Entegri Enterprises, and may accept, decline or ignore it like any other Bid.

3.2 Declining a Bid from Entegri Enterprises has no effect on the Client’s Platform account, standing, access, fees, or profile, and will not be recorded as an adverse entry.

3.3 Entegri Enterprises may not contact a Client outside the Platform about a Service Requirement before the Client has accepted its Bid, in the same way as any other Supplier.

3.4 The Client may repost or amend a Service Requirement, or seek services elsewhere, in the ordinary way.

4. EFFECT OF ACCEPTANCE

4.1 Where a Client accepts a Bid from Entegri Enterprises, the resulting Engagement is an Engagement through the Platform between Entegri Enterprises, as Supplier, and the Client, on the same basis as any other Engagement. Entegri Connect is not a party to it.

4.2 In respect of that Engagement:

4.2.1 Entegri Enterprises is the Supplier and contracting party;

4.2.2 an Introduction occurs in the ordinary way;

4.2.3 the Platform Fee is payable by Entegri Enterprises under clause 2.4;

4.2.4 the non-circumvention provisions of the Platform Agreements apply in the ordinary way; and

4.2.5 the Supplier Platform Participation Agreement, the Mutual Non-Disclosure and POPIA Agreement and the Platform Dispute Resolution Policy apply to Entegri Enterprises as they apply to any other Supplier.

4.3 The Client’s Platform account, the Client Platform Participation Agreement, the Mutual Non-Disclosure and POPIA Agreement, and the Platform Privacy Policy continue in force between the Client and Entegri Connect in the ordinary way.

4.4 Accepting a Bid from Entegri Enterprises creates no exclusivity, preference, or expectation in favour of either company in respect of future Service Requirements.

5. GOVERNING DOCUMENT: THE ENGAGEMENT LETTER

5.1 Where required by applicable law or professional rules, Entegri Enterprises issues its own engagement letter to the Client before commencing services, as any Supplier must under clause 5.3.4 of the Supplier Platform Participation Agreement.

5.2 The engagement letter governs the professional relationship, including: the scope of services and deliverables; fees, disbursements, and payment terms; the professional standards and framework applicable to the work; the responsibilities of each party; limitation of liability and professional indemnity; confidentiality; termination; and dispute resolution.

5.3 Where these Terms conflict with the engagement letter in respect of the professional services, the engagement letter prevails. Where they conflict in respect of the Platform relationship, these Terms prevail.

5.4 The Client is entitled to receive the engagement letter, and a reasonable opportunity to consider it, before committing to the Engagement.

5.5 Entegri Connect is not a party to the engagement letter and gives no warranty in respect of the services Entegri Enterprises provides, as it gives none for any other Supplier.

6. FEES

6.1 Fees for an Engagement with Entegri Enterprises are agreed between Entegri Enterprises and the Client, as with any other Supplier, and are payable by the Client to Entegri Enterprises.

6.2 Entegri Enterprises pays Entegri Connect the Platform Fee on that Engagement at the same rate as any other Supplier. No fee is charged to the Client.

7. PERSONAL INFORMATION AND POPIA

7.1 Entegri Connect is the responsible party in respect of personal information collected during Platform registration and use, as described in the Platform Privacy Policy.

7.2 Entegri Enterprises receives personal information through the Platform only in the way any Supplier does: it can see Service Requirements open to its eligible disciplines, and it receives a Client’s contact details only when that Client accepts its Bid.

7.3 Entegri Enterprises is an independent responsible party in respect of the personal information it processes in performing an Engagement, in the same way as any other Supplier under clause 8.3 of the Mutual Non-Disclosure and POPIA Agreement, and is independently responsible for its own POPIA compliance, including its own Information Officer registration, its own security safeguards under section 19, and its own notification obligations under section 22.

7.4 Separation of purpose. Where an individual who works for both companies processes Platform personal information while performing Platform operations, support, administration or dispute functions, that processing is carried out for Entegri Connect under a written operator agreement between the two companies under section 21 of POPIA, and that information may not be used for Entegri Enterprises’ own purposes.

7.5 Work outside the Platform. Personal information that Entegri Enterprises obtains in its own professional work outside the Platform is not used for Platform purposes or disclosed to Entegri Connect, save as the Client separately agrees.

7.6 Where a Client is established in the European Economic Area, Entegri Enterprises receives the Client’s personal information through the Platform on the same basis as any other Supplier, as described in clause 11 of the Platform Privacy Policy and in the Mutual Non-Disclosure and POPIA Agreement.

7.7 Where Entegri Enterprises appoints a subcontractor to process personal information on its instructions in the course of an Engagement, it concludes a separate POPIA operator agreement with that subcontractor and informs the Client.

7.8 Retention of Engagement records by Entegri Enterprises is governed by its engagement letter and its professional and statutory retention obligations, which may differ from the Platform retention periods in clause 12 of the Platform Privacy Policy.

8. RELATIONSHIP WITH SUPPLIERS

8.1 Entegri Enterprises’ participation on the Platform does not affect any Supplier’s rights under the Supplier Platform Participation Agreement.

8.2 Entegri Enterprises competes for Service Requirements on the same terms as other Suppliers. No Supplier acquires any claim to a Service Requirement it did not win, and neither company owes any Supplier a fee, commission, or right of first refusal in respect of an Engagement awarded to Entegri Enterprises.

8.3 Entegri Enterprises will not subcontract an Engagement to another Supplier introduced through the Platform in a manner that circumvents the Platform Fee structure. Where it involves such a Supplier in delivering an Engagement, it will do so under a separate subcontracting arrangement disclosed to the Client and notified to Entegri Connect.

9. DISPUTES

9.1 Disputes about the professional services Entegri Enterprises delivers under an Engagement are Engagement Disputes between the Client and Entegri Enterprises, governed by its engagement letter and by clause 3 of the Platform Dispute Resolution Policy, in the same way as for any other Supplier.

9.2 Disputes about compliance with these Terms, including the safeguards in clause 2, are Platform Disputes governed by the Platform Dispute Resolution Policy and determined by Entegri Connect, subject to the conflict-of-interest provisions in clause 6 of that Policy.

9.3 Where a dispute engages both, the Platform Dispute Resolution Policy applies to the Platform element and the engagement letter applies to the professional services element.

9.4 Nothing in these Terms limits any party’s right to refer a matter to a professional body, to the Information Regulator of South Africa or, where the GDPR applies, to a local supervisory authority, or to a court.

10. GENERAL

10.1 These Terms are governed by the laws of the Republic of South Africa. The parties consent to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Johannesburg, consistent with the Website Terms of Use, the Mutual Non-Disclosure and POPIA Agreement, and both Platform Participation Agreements.

10.2 Entegri Connect may amend these Terms on not less than thirty (30) days’ written notice. Amendments do not affect an Engagement already concluded.

10.3 Where any provision is held invalid or unenforceable, it is severed and the remainder continues in full force.

10.4 Queries about these Terms may be directed to info@entegri.net.

10.5 These Terms form part of each Platform Participation Agreement and have been adopted by Entegri Enterprises (Pty) Ltd, which is bound by the undertakings given by it in these Terms.

REVIEW

These Terms are reviewed at least annually and on any material change to Entegri Enterprises’ participation on the Platform, its service offering, or the relationship between the two companies.