LEAD GENERATION AND PROFIT SHARING AGREEMENT

5.1 System Authority: The Shared Tracking System shall serve as the sole source of truth for lead attribution and commission calculations.

5.2 Unique Lead ID: Each lead shall be assigned a unique Lead Reference ID, which both Parties shall use for all correspondence and record-keeping.

5.3 Attribution Windows: A lead shall be attributed to the Lead Generator for a period of twelve (12) months from the date of first introduction. Any sale to that lead within this period shall be subject to commission.

5.4 Tracking Reports: The Lead Generator shall provide monthly reports showing lead assignments, conversion status, and commissions due.

6.1 The Service Provider confirms they are a legally registered business or qualified individual entitled to render the services described.

6.2 The Service Provider shall maintain all required licenses, insurance, and certifications necessary to perform the services lawfully and professionally.

6.3 The Service Provider shall comply with all applicable South African laws, including but not limited to the Consumer Protection Act (CPA), the Protection of Personal Information Act (POPIA), and any industry-specific regulations.

6.4 The Lead Generator reserves the right to verify the Service Provider'\''s credentials, insurance, and compliance status at any time.

7.1 Either Party may terminate this Agreement by providing thirty (30) days' written notice via email.

7.2 The Lead Generator may terminate immediately if the Service Provider breaches any material term of this Agreement, including non-payment of commissions.

7.3 Upon termination, any outstanding commissions that have accrued prior to the termination date shall remain payable.

7.4 Sections 10 (Non-Circumvention), 11 (Confidentiality), and 12 (Terms & Conditions) shall survive termination.

8.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements, representations, or understandings.

8.2 Amendments: No amendment or variation of this Agreement shall be effective unless reduced to writing and signed by both Parties.

8.3 Waiver: No failure or delay in exercising any right shall operate as a waiver of that right.

8.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.5 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

9.1 Negotiation: Any dispute arising out of or in connection with this Agreement shall first be resolved through good-faith negotiation between the Parties.

9.2 Mediation: If the dispute is not resolved within fourteen (14) days of the commencement of negotiations, the dispute shall be referred to mediation in South Africa, with the costs shared equally.

9.3 Arbitration: Failing mediation, either Party may refer the dispute to arbitration in accordance with the Arbitration Act, 1965 (Act No. 42 of 1965). The arbitration shall be held in Pretoria and conducted in English.

9.4 Jurisdiction: The Parties consent to the jurisdiction of the Magistrates' Court or the High Court of South Africa, Gauteng Division, for any relief not requiring arbitration.

10.1 The Service Provider agrees not to directly or indirectly bypass, circumvent, or attempt to avoid obligations under this Agreement by engaging with any lead introduced by the Lead Generator outside the terms of this Agreement.

10.2 This obligation extends for the duration of this Agreement and for twelve (12) months following termination or expiry.

10.3 Any direct or indirect contact, solicitation, or contract between the Service Provider and a lead without the Lead Generator'\''s knowledge shall be considered a breach of this clause and shall result in the full commission becoming immediately due and payable.

11.1 All information exchanged between the Parties, including but not limited to lead data, client contact details, pricing models, commission structures, systems, processes, and business strategies, shall be treated as strictly confidential.

11.2 Neither Party shall disclose confidential information to any third party without prior written consent, unless required by law or regulatory authority.

11.3 Each Party shall take reasonable steps to protect the other'\''s confidential information using at least the same degree of care as it uses for its own confidential information.

11.4 This clause shall survive termination of this Agreement indefinitely.

12.1 Acceptance of Terms: By signing this Agreement, the Service Provider acknowledges having read, understood, and agreed to be bound by all terms, conditions, and policies set forth herein, as well as any supplemental terms published on the Lead Services website (leadservices.co.za).

12.2 Service Provider Obligations:

(a) Provide accurate and complete information during registration and at all times thereafter.
(b) Respond to leads in a timely and professional manner, typically within 24 hours of receipt.
(c) Provide accurate quotes and deliver services as described to the client.
(d) Report lead outcomes (won, lost, quoted, converted) within 48 hours of outcome.
(e) Not engage in fraudulent, misleading, or deceptive conduct.

12.3 Lead Generator Obligations:

(a) Provide qualified, high-intent leads to the best of its ability based on the Service Provider'\''s registered service and area.
(b) Maintain accurate records of lead assignments and conversions.
(c) Not deliberately misrepresent lead quality or volume.
(d) Provide monthly commission statements and process payments within the agreed invoicing period.

12.4 Payment Terms:

(a) Commissions shall be calculated as either a percentage of the gross job value (Profit Share) or a flat fee per lead (Flat Fee), as selected in Section 4.
(b) Invoices shall be rendered in accordance with the selected invoicing frequency.
(c) Payment is due within 14 days of the invoice date, unless otherwise agreed in writing.
(d) Late payments shall incur interest at the South African prime lending rate plus 2% per annum, calculated from the due date.

12.5 Lead Quality and Disputes:

(a) Lead Services endeavours to match qualified leads but does not guarantee lead volume or conversion outcomes.
(b) If a lead is deemed unqualified (invalid contact details, duplicate, or not genuinely seeking services), the Service Provider may dispute the assignment within 7 days by contacting sales@leadservices.co.za.
(c) The Lead Generator will review disputed leads in good faith and may credit or re-assign the lead if the dispute is valid.

12.6 Limitation of Liability:

(a) The Lead Generator'\''s maximum aggregate liability under this Agreement shall not exceed the total commissions paid by the Service Provider in the twelve (12) months preceding the claim.
(b) Neither Party shall be liable for indirect, consequential, or incidental damages, including loss of profits, loss of business, or loss of data, whether in contract or delict.
(c) Nothing in this clause excludes liability for death or personal injury caused by negligence, fraud, or intentional misconduct.

12.7 Indemnity: The Service Provider agrees to indemnify and hold harmless the Lead Generator, its directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or relating to: (a) the Service Provider'\''s performance of services; (b) any breach of this Agreement by the Service Provider; or (c) any negligent or wrongful act or omission by the Service Provider, its employees, or subcontractors.

12.8 Independent Contractor: The Service Provider is an independent contractor and not an employee, agent, joint venture partner, or franchisee of the Lead Generator. Nothing in this Agreement creates a partnership, agency relationship, or employment relationship between the Parties.

12.9 Intellectual Property: The Lead Generator retains all rights, title, and interest in and to its platform, systems, branding, lead database, tracking system, and all associated intellectual property. No license or right is granted to the Service Provider except as expressly set out in this Agreement.

12.10 Force Majeure: Neither Party shall be liable for any failure or delay in performing obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, internet outages, or government regulations.

12.11 Notices: All notices under this Agreement shall be in writing and delivered via email to the email addresses provided by each Party. Notices shall be deemed received on the date of transmission.

12.12 Entire Agreement and Precedence: This Agreement, including Section 12 (Terms and Conditions), constitutes the entire agreement between the Parties. In the event of any conflict between the preceding sections and these Terms and Conditions, the Terms and Conditions shall prevail.