The following terms have the following meanings:
Agreement means includes any schedules, annexures, appendices and attachments to this Agreement.
Business Day means any day that is not a Saturday, Sunday or Public Holiday:
Business Hours means between 9.00am to 5.00pm (SAST):
Claim means any claim, demand, Proceeding or cause of action of any nature whatsoever (including for Damages):
Confidential Information means information, in any form and whether original or Copy, which is confidential to a party including, but not limited to, information which a party becomes aware before or after the date of this Agreement:
Consequential loss means direct or indirect loss of profit; revenue; expenses; income; business opportunity; goodwill production; indirect, incidental, exemplary, special or punitive damages; third party claims or any other any indirect or consequential loss or liability in connection with or arising out of this Agreement.
Consultant means any third party surgeon, doctor other professional that contributes to a given Report.
Copy includes any copy, record, summary, memorandum or annotation.
Currency means South African “Rand” (ZAR).
Damages means all liabilities, losses, damages, costs and expenses (including all legal costs on a solicitor and own client basis) whether incurred by or awarded against a person and disbursements and costs of investigation, litigation, settlement, judgment, interest, fines and penalties, arising out of a right under this Agreement or a cause of action in connection with the operation of this Agreement (including any indemnity), including breach of contract, tort (including negligence) and any other common law, equitable or statutory cause of action.
Examinee means the individual that is the subject of a Service.
Examinee Material means true, complete and correct information and signed Consent Forms with respect to an Examinee or proposed Examinee as required by this agreement or requested by eReports from time to time.
Fee means the amount specified in an invoice for Services.
Force Majeure Delay means the period during which a party is unable to perform an Obligation due to an actual Force Majeure Event.
Force Majeure Event means any event beyond the reasonable control or prevention of the non-performing party including:
Gazetted Fee means a fee for a Service as specified under the Law (if any).
Insolvency Event means any of the following under the Law including the Companies Act 71 of 2008 or or its equivalent in any jurisdiction:
IP means any novel or original work in any form resulting from intellectual activity in the industrial, commercial, scientific, medical, literary or artistic fields including discoveries, inventions, improvements, modifications, innovations, processes, software codes, formulae, artistic works and circuit layouts.
IP Rights means all present and future intellectual property rights of any nature whatsoever conferred by statute, common law, equity or otherwise including all intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967 whether or not registered or registrable.
Item means an Item in Schedule 1.
Latest Cancellation Date means 5PM (SAST) on the day being three Business Days before the date of the booked Service Attendance time/date,
Booked Service Attendance time/date: 3:30PM on Thursday 15 June 2017
Latest Cancellation date: 5:00PM on Monday 12 June 2017
Law means any and all:
National Standard means eReports’ current schedule of rates and fees as at the date of the Service Booking as notified to the Client or, failing notification, as published on the eReports website from time to time.
Obligations means any and all of a party’s obligations under this Agreement.
Personnel means in relation to a party, that party’s officers, employees, agents, volunteers and contractors.
Privacy Law means the Protection of Personal Information Act 2013, the National Health Act 61 of 2003 or its equivalent in any applicable jurisdiction and any applicable law with respect to the privacy of Reports or information concerning individuals including any determination or guideline issued under such Law.
Proceedings means legal proceeding including arbitration in any court or quasi-judicial tribunal in any jurisdiction but not including proceedings in the nature of an application for interlocutory relief.
Public Holiday means days which are declared as gazetted or specified under the relevant law as public holidays in the Jurisdiction.
Related Entity means a Related Body Corporate as defined in the Companies Act 71 of 2008.
Report means a Consultant’s written report with respect to an Examinee.
Report Material means all materials, information and databases used by a Consultant or eReports to provide a Report.
Service Attendance means the examination of or meeting between an Examinee and a Consultant to inform a Service at the place and time as directed by eReports.
Service Booking means an order for the purchase of Services by Client from eReports whether oral or written.
Services means services provided or procured by eReports under this Agreement including Examinations and Reports.
Term means the period of time between the Commencement Date and the Termination Date.
Termination Date means the date this Agreement is terminated or ends in accordance with this Agreement.
Transfer means transfer, sell, assign, novate, Encumber or deal with.