Terms Apply

1. INTRODUCTION AND ACCEPTANCE

These Terms and Conditions ("Terms") govern all services provided by ROFT Strategic Workforce & Risk Advisory ("ROFT", "we", "us", "our") to clients and users worldwide. By engaging our services, accessing our website, or entering into any agreement with us, you confirm that you have read, understood, and agree to be bound by these Terms.

These Terms are intended to be fair, transparent, and compliant with applicable international legal standards. Where any specific engagement is governed by a separate Master Service Agreement (MSA) or Statement of Work (SOW), the terms of that agreement shall take precedence over these general Terms to the extent of any inconsistency.

2. DEFINITIONS

In these Terms, the following definitions apply:

• "Services" — all advisory, consulting, training, and deliverable outputs provided by ROFT

• "Client" — any individual, company, or organisation that engages or contracts with ROFT

• "Engagement" — a specific agreed scope of work, documented in a proposal, SOW, or equivalent

• "Deliverable" — any report, framework, strategy document, dashboard, or output produced by ROFT

• "Confidential Information" — any non-public information disclosed by either party in connection with an Engagement

• "Intellectual Property" — all designs, frameworks, methodologies, content, and tools developed by ROFT

3. SCOPE OF SERVICES

ROFT provides professional advisory services across the following primary areas:

• Strategic Workforce Planning

• Workforce Risk Analysis and Human Capital Risk Assessment

• Skills Gap Analysis and Competency Framework Development

• Career Path Design and Individual Development Planning

• Recruitment Structuring and Talent Advisory

The specific scope of each Engagement will be agreed in writing prior to commencement. ROFT does not provide legal, financial, or tax advice. Where recommendations may have legal or financial implications, clients are advised to seek independent professional advice.

4. ENGAGEMENT AND ORDERING

4.1 How Engagements Are Formalised

All Engagements begin with either a written proposal accepted by the client or a signed Statement of Work. ROFT will not commence substantive work until the deposit has been received and the scope is confirmed in writing.

4.2 Changes to Scope

Any material change to the agreed scope will be managed through a written Change Order. Changes that increase the scope will be subject to additional fees. ROFT will not be obliged to deliver work outside the agreed scope without a signed Change Order.

5. FEES, PAYMENT, AND INVOICING

5.1 Fee Structure

Fees are agreed in advance and documented in the proposal or SOW. ROFT operates on the following payment model:

• 50% deposit required before work commences

• 50% balance due upon delivery of the final agreed output

• Retainer fees are invoiced monthly in advance

5.2 Payment Terms

Invoices are due within 14 calendar days of issue. Payment may be made by bank transfer, credit card, or such other methods as ROFT may make available. All fees are quoted exclusive of applicable taxes.

5.3 Late Payment

ROFT reserves the right to charge interest on overdue amounts at a rate of 2% per month (or the maximum permitted by applicable law, whichever is lower). ROFT may suspend delivery of services where an invoice remains unpaid for more than 21 days after the due date.

5.4 Currency

Unless otherwise agreed in writing, fees are invoiced in United States Dollars (USD). Where local currency invoicing is agreed, exchange rate risk rests with the client.

6. DELIVERY AND CLIENT OBLIGATIONS

6.1 ROFT Obligations

ROFT will:

• Deliver services with reasonable professional skill and care

• Assign a senior consultant as the primary point of contact for each Engagement

• Complete agreed deliverables within the timelines specified in the SOW

• Maintain the confidentiality of all client information

6.2 Client Obligations

The client agrees to:

• Provide accurate and complete information required to deliver the agreed services

• Make relevant personnel available for interviews, workshops, or review sessions as required

• Review and provide feedback on draft deliverables within agreed timeframes

• Pay fees as specified in these Terms and the applicable engagement documents

ROFT accepts no liability for delays or quality shortfalls caused by the client's failure to provide timely information or access.

7. INTELLECTUAL PROPERTY

7.1 ROFT Owned IP

All methodologies, frameworks, tools, templates, and proprietary systems developed by ROFT — including the ROFT Workforce Foresight Model™ — remain the exclusive intellectual property of ROFT. These may not be reproduced, resold, or used beyond the scope of the Engagement without written consent.

7.2 Client Deliverables

Deliverables produced specifically for a client during an Engagement become the property of the client upon receipt of full payment for that Engagement. ROFT retains the right to reference the engagement (without identifying the client) for case study or marketing purposes, subject to prior written agreement.

7.3 Client-Provided Materials

The client retains ownership of all data, documents, and materials provided to ROFT. The client warrants that it has the right to share such materials and that doing so does not infringe any third-party rights.

8. CONFIDENTIALITY

Both parties agree to keep confidential all non-public information disclosed in connection with an Engagement. This obligation:

• Applies during and for 3 years after the conclusion of the Engagement

• Does not apply to information that is publicly available, independently known, or required to be disclosed by law

ROFT will not share client information with any third party without prior written consent, except where required to do so by law or to fulfil the Engagement (e.g. engaging a specialist sub-contractor bound by equivalent obligations).

9. DATA PROTECTION

ROFT processes personal data in accordance with applicable data protection laws, including the GDPR, POPIA, CCPA, and other relevant national frameworks. Full details of how we collect, use, and protect personal information are set out in our Privacy Policy, available at roftbusiness.org.

Where ROFT processes personal data on behalf of a client in the course of an Engagement, a Data Processing Agreement will be executed where required by applicable law.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law:

• ROFT's total liability for any single Engagement shall not exceed the total fees paid by the client for that Engagement

• ROFT shall not be liable for indirect, consequential, incidental, or punitive damages

• ROFT is not liable for decisions made by the client based on our recommendations — responsibility for implementation rests with the client

Nothing in these Terms limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

11. WARRANTIES AND DISCLAIMERS

ROFT warrants that services will be delivered with reasonable professional skill and care. All other warranties, express or implied, are excluded to the fullest extent permitted by law.

ROFT's advisory outputs are based on information provided by the client and the professional judgement of our consultants. They do not constitute legal, financial, or regulatory advice, and clients should seek independent advice where appropriate.

12. TERMINATION

Either party may terminate an Engagement with 14 days' written notice. In the event of termination:

• ROFT will be entitled to payment for all work completed up to the date of termination

• ROFT will deliver all completed work product to the client upon receipt of outstanding fees

• Deposit terms as set out in our Refund and Returns Policy will apply

ROFT may terminate an Engagement immediately and without notice where the client fails to pay within 21 days of an overdue invoice, or where the client engages in conduct that is unlawful, abusive, or materially harmful to ROFT's reputation.

13. INDEPENDENT CONTRACTOR

ROFT operates as an independent professional services provider. Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency between ROFT and the client.

14. ANTI-BRIBERY AND ETHICAL STANDARDS

ROFT is committed to conducting business ethically and in compliance with all applicable anti-corruption and anti-bribery laws. The client warrants that it will not offer, pay, or accept any form of improper benefit in connection with an Engagement.

15. FORCE MAJEURE

Neither party shall be liable for delays or non-performance caused by circumstances beyond their reasonable control, including natural disasters, pandemics, governmental actions, or infrastructure failures. The affected party will notify the other as soon as practicable.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law

These Terms are governed by the laws of South Africa. For clients in other jurisdictions, ROFT will endeavour to apply internationally consistent principles, and the parties may agree in writing to apply an alternative governing law.

16.2 Dispute Resolution

In the event of a dispute, the parties agree to attempt to resolve the matter through good-faith negotiation within 30 days of written notice of the dispute. If negotiation fails, the dispute shall be referred to mediation before any formal legal proceedings are commenced.

16.3 Jurisdiction

For disputes not resolved through mediation, the parties consent to the exclusive jurisdiction of the courts of South Africa, unless an alternative jurisdiction has been agreed in writing for a specific Engagement.

17. WEBSITE USE

Access to and use of the ROFT website (roftbusiness.org) is governed by these Terms. Users agree not to use the website for any unlawful purpose, and not to reproduce or distribute any content without prior written permission. ROFT makes no warranty as to the accuracy or completeness of website content and accepts no liability for decisions made in reliance on it.

18. CHANGES TO THESE TERMS

ROFT reserves the right to update these Terms from time to time. Material changes will be communicated to active clients with reasonable advance notice. Continued engagement of our services following such notice constitutes acceptance of the updated Terms.

Effective Date: April 2026 | Version 1.0

By engaging ROFT Strategic Workforce & Risk Advisory, you acknowledge that you have read, understood, and agree to these Terms and Conditions.

Terms & Conditions