Terms of Engagement

International consulting agreement for natural pool advisory work, gravel wetland biofilter design guidance, and remote project support.

1. PARTIES

1.1. These Terms of Engagement apply between K2024795119 (South Africa) (Pty) Ltd, trading as Leaf & Stone Natural Pools, represented by Andrew Ian Jamieson, referred to in these Terms as the Consultant, and the client identified in the quotation, invoice, proposal, or written acceptance, referred to as the Client.

1.2. These Terms, together with any quotation, proposal, scope of work, invoice, email acceptance, or other written engagement document issued by the Consultant, form the entire agreement between the parties in relation to the consulting services.

2. NATURE OF SERVICES

2.1. The Consultant provides consulting services only.

2.2. Such consulting services may include one or more of the following: review of the Client's proposed pool concept or plans; general advice on natural pool design principles; advice on gravel wetland biofilters, circulation concepts, hydraulic thinking, and filtration strategy; comments on layout, proportions, general construction approach, and filtration concepts; written recommendations, marked-up plans, sketches, diagrams, or explanatory notes; phone, video, or email consultation; and limited follow-up input as expressly included in the agreed scope.

2.3. Unless expressly stated otherwise in writing, the Consultant does not provide construction services, installation services, engineering certification, architectural certification, geotechnical advice, municipal or regulatory approval services, local legal advice, contractor supervision, site management, water testing services, or ongoing maintenance or operational management.

3. ACCEPTANCE OF ENGAGEMENT

3.1. The Client accepts these Terms by signing a quotation, proposal, or engagement letter, by paying any deposit or invoice issued by the Consultant, by instructing the Consultant to proceed after receiving these Terms, or by otherwise accepting the engagement in writing.

3.2. Once accepted, these Terms shall govern all consulting services provided by the Consultant to the Client unless amended in writing by both parties.

4. FEES AND PAYMENT

4.1. The Client shall pay the consulting fees set out in the quotation, proposal, invoice, or other agreed written scope.

4.2. Unless otherwise stated in writing, all fees are payable in advance, no work will commence until payment has cleared, and additional work falling outside the agreed scope shall be billed separately.

4.3. Any taxes, transfer fees, bank charges, intermediary charges, foreign exchange fees, or withholding taxes applicable in the Client's country shall be for the Client's account unless expressly stated otherwise in writing.

4.4. If the Client requests additional reviews, redesigns, calls, drawings, reports, written feedback, or support beyond the original scope, the Consultant may charge additional fees at its standard rate or at a separately agreed rate.

5. REFUNDS AND CANCELLATION

5.1. If the Client cancels the engagement before any of the Consultant's time has been spent and before any session, review, drawing, design input, written feedback, or project work has commenced, the Client shall be entitled to a full refund of amounts paid.

5.2. Once any of the Consultant's time has been spent, including consultation sessions, review of drawings or information, preparation of notes, written feedback, sketches, design thinking, research, or other project work, any refund shall be at the Consultant's reasonable discretion, having regard to the work already performed and the value already delivered.

5.3. The Consultant may deduct from any refund the value of time spent, work completed, banking fees, foreign exchange costs, and any non-recoverable third-party expenses incurred in connection with the engagement.

5.4. If the amount already paid by the Client is less than the value of work already performed, the Client shall remain liable for the balance due.

6. SCOPE LIMITATIONS

6.1. The Consultant's services are limited strictly to the scope expressly agreed in writing.

6.2. Any advice given by the Consultant is based on the information, measurements, photos, drawings, descriptions, water test results, and other material supplied by the Client or third parties.

6.3. The Consultant is entitled to rely on information supplied by the Client unless it is obviously incorrect on its face.

6.4. The Consultant shall not be responsible for any consequence arising from inaccurate, incomplete, outdated, misleading, or omitted information supplied by the Client or by third parties on the Client's behalf.

6.5. Unless expressly agreed otherwise, the Consultant's advice is conceptual and practical in nature and is not intended to serve as final construction documentation for permit, tender, engineering, or statutory approval purposes.

7. CLIENT INFORMATION AND COOPERATION

7.1. The Client shall provide the Consultant with all information reasonably required for the consulting work, including where relevant dimensions and levels, photographs and videos, existing drawings or plans, intended use of the pool, expected swimmer load, local climate information, source water information, site conditions, and details of local contractors or consultants.

7.2. The Client acknowledges that site-specific factors may materially affect design suitability and performance, including soil conditions, groundwater, rainfall, temperature, sunlight exposure, wind, debris load, water chemistry, local materials, and construction quality.

7.3. The Client must review all advice and deliverables promptly and raise any questions or concerns without delay.

8. INTELLECTUAL PROPERTY AND USE OF DELIVERABLES

8.1. All intellectual property rights in the Consultant's methods, concepts, notes, sketches, diagrams, recommendations, calculations, reports, drawings, written explanations, photographs, branding, and consulting materials remain the property of the Consultant unless expressly agreed otherwise in writing.

8.2. Subject to full payment of all fees due, the Client is granted a non-exclusive, non-transferable licence to use the deliverables solely for the Client's own project.

8.3. The Client may not sell, publish, license, distribute, reproduce for commercial use, or reuse the Consultant's deliverables for other projects without the Consultant's prior written consent.

8.4. The Consultant retains the right to use general know-how, non-confidential concepts, and non-identifying project lessons gained through the engagement.

9. NO PROFESSIONAL APPOINTMENT AS LOCAL DESIGNER OR ENGINEER

9.1. The Consultant is not the designer of record, engineer of record, architect of record, contractor, installer, certifier, regulator, or legal advisor for the Client's project unless expressly appointed in writing to perform a specific additional role.

9.2. The Client must appoint suitably qualified local professionals where required by law or prudence, including engineers, architects, pool contractors, electricians, plumbers, waterproofing specialists, and safety consultants.

9.3. The Client acknowledges that the Consultant's recommendations must be reviewed and adapted where necessary by local professionals familiar with the laws, standards, and site conditions of the jurisdiction where the pool will be built.

10. CONSULTING SCOPE, NO CONSTRUCTION RESPONSIBILITY, AND NO LOCAL LEGAL ADVICE

10.1. The Consultant provides consulting services only. Such services consist of advice, conceptual guidance, design input, filtration guidance, and recommendations relating generally to the planning and construction of natural swimming pools and gravel wetland biofilter systems.

10.2. Unless expressly agreed otherwise in writing, the Consultant does not supply construction services, installation services, engineering certification, architectural services, geotechnical services, municipal compliance services, inspection services, supervision of contractors, site management, or ongoing operation and maintenance services in the Client's jurisdiction.

10.3. The Client acknowledges and agrees that all advice provided by the Consultant is of a consultative nature only and is intended to assist the Client in making informed decisions. The Consultant does not control the works, the site conditions, the workmanship, the materials selected by others, the performance of local contractors, or the final execution of the project.

10.4. The Consultant's advice is limited to general principles, design thinking, filtration strategy, and practical recommendations for natural pool construction, including gravel wetland biofilter systems. The Consultant does not provide advice on the laws, regulations, by-laws, codes, standards, health rules, permitting requirements, or approval requirements applicable in the country, state, province, municipality, or locality where the pool will be built.

10.5. The Client remains solely responsible for obtaining all professional input, permits, approvals, engineering reviews, inspections, and local specialist advice required for the project, including structural engineering, waterproofing, electrical compliance, plumbing compliance, child safety requirements, public health requirements, and any other local legal or technical requirements.

10.6. The Client acknowledges that natural pools and gravel wetland filtration systems are alternative water treatment approaches and do not necessarily operate in the same manner as conventional chlorine-based swimming pools.

10.7. The Client further acknowledges that successful performance depends on proper design adaptation to local conditions, proper construction, suitable materials, correct hydraulic design, regular testing, and ongoing maintenance.

10.8. The Consultant does not warrant that advice given for a project in one jurisdiction will automatically satisfy local laws, codes, health standards, municipal standards, insurance requirements, or lender requirements in another jurisdiction.

11. CLIENT RESPONSIBILITIES FOR EXECUTION, TESTING, COMPLIANCE, AND OPERATION

11.1. The Client accepts full responsibility for deciding whether and how to implement any advice, drawing, specification, concept, recommendation, or guidance supplied by the Consultant.

11.2. The Client shall ensure that all construction work is reviewed, adapted where necessary, and implemented by suitably qualified local professionals and contractors with knowledge of the laws, regulations, codes, standards, and site conditions applicable in the jurisdiction where the pool is to be built.

11.3. The Client remains solely responsible for the final design and engineering of the pool and any associated structures; structural integrity, retaining structures, excavation safety, waterproofing integrity, electrical safety, plumbing safety, and hydraulic performance; the suitability, sourcing, quality, and compatibility of materials, components, liner systems, pumps, filters, pipework, fittings, media, and associated equipment; compliance with all applicable local laws, regulations, by-laws, codes, standards, public health requirements, environmental requirements, and municipal requirements; all permitting, approval, inspection, and certification processes; water testing, water quality management, swimmer safety, sanitation management, and all maintenance after construction; and verifying that the final built pool is safe, lawful, and fit for its intended purpose.

11.4. The Client acknowledges that site-specific factors, including climate, soil conditions, groundwater, source water quality, local construction methods, available materials, bather load, sunlight exposure, rainfall patterns, and organic loading, may materially affect the outcome of the project.

11.5. The Client agrees that the Consultant cannot and does not guarantee any particular legal, structural, hydraulic, sanitary, aesthetic, or commercial outcome where the project is built by the Client or by third parties outside the Consultant's direct control.

11.6. Regular water testing, monitoring, maintenance, and responsible operation remain essential at all times.

11.7. The Client accepts that the Consultant does not assume responsibility for ongoing testing, operation, supervision, or compliance unless the parties enter into a separate written service agreement expressly providing for this.

12. NO WARRANTY AS TO OUTCOME, LIMITATION OF LIABILITY, AND INDEMNITY

12.1. All consulting services, opinions, recommendations, concepts, sketches, calculations, and design input provided by the Consultant are provided in good faith and with reasonable care, but are advisory in nature only.

12.2. To the fullest extent permitted by applicable law, the Consultant gives no warranty, representation, or guarantee that the pool, if built by the Client or third parties, will perform in any particular way; that the pool will comply with local laws, regulations, codes, standards, or health requirements; that the pool will remain clear, safe, sanitary, algae-free, pathogen-free, low-maintenance, or fit for swimming; or that any contractor, installer, engineer, architect, or supplier engaged by the Client will correctly interpret or implement the Consultant's advice.

12.3. The Consultant shall not be liable for any loss, damage, injury, illness, death, delay, defect, cost, claim, penalty, fine, regulatory issue, construction failure, water quality problem, pathogen issue, algae issue, structural problem, leak, or other consequence arising from the Client's implementation or non-implementation of the Consultant's advice; errors, omissions, workmanship failures, substitutions, or deviations by local contractors, engineers, architects, or suppliers; non-compliance with local laws, regulations, codes, standards, permits, approvals, or public health requirements; inaccurate or incomplete information supplied to the Consultant by the Client or third parties; unforeseen site conditions, groundwater conditions, soil conditions, climate factors, or source-water conditions; or poor operation, poor maintenance, inadequate testing, or unsafe use of the pool after construction.

12.4. The Client indemnifies and holds harmless the Consultant against any third-party claim arising from the design, construction, ownership, operation, maintenance, legality, safety, or use of the pool, except to the extent that such claim is finally proven to arise solely from the Consultant's gross negligence or wilful misconduct.

12.5. To the fullest extent permitted by law, the Consultant's total aggregate liability arising out of or in connection with the consulting services shall not exceed the total consulting fees actually paid by the Client to the Consultant under the relevant engagement.

12.6. To the fullest extent permitted by law, the Consultant shall not be liable for any indirect, consequential, special, incidental, or economic loss, including loss of profit, loss of revenue, loss of use, loss of opportunity, delay costs, or reputational harm, whether arising in contract, delict, tort, negligence, or otherwise.

12.7. The Client acknowledges that the Consultant is not responsible for local legal compliance, statutory certification, final engineering sign-off, or contractor workmanship unless expressly agreed otherwise in writing.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. This agreement shall be governed by and interpreted in accordance with the laws of South Africa.

13.2. Any dispute arising out of or in connection with this agreement which cannot be resolved amicably within 14 days shall be finally resolved by arbitration in Cape Town, South Africa, in English, before a single arbitrator.

14. CONFIDENTIALITY

14.1. Each party shall keep confidential all non-public technical, commercial, financial, and project information received from the other party in connection with the engagement.

14.2. This clause shall not apply to information which is publicly available other than through breach of this agreement, was already lawfully known to the receiving party, is lawfully received from a third party without restriction, or is required to be disclosed by law or court order.

14.3. The Consultant may refer in general terms to the type of project, broad design approach, and non-identifying lessons learned, provided no confidential or identifying client information is disclosed without consent.

15. COMMUNICATIONS AND RELIANCE

15.1. Consulting may be provided remotely by email, messaging platform, voice note, phone call, video call, or shared document.

15.2. Where quick comments, informal feedback, or verbal views are given in meetings or messages, the Client shall rely only on the final written recommendations issued by the Consultant if a conflict arises.

15.3. The Client is responsible for confirming that local contractors and consultants are working from the correct and latest version of any Consultant deliverable.

16. CHANGES TO SCOPE AND DELAYS

16.1. If the Client changes the project brief, dimensions, intended use, layout, water source, filtration concept, or design direction after work has commenced, the Consultant may revise its fees and programme accordingly.

16.2. The Consultant shall not be responsible for delays caused by late information, revised instructions, missing drawings, slow decision-making, or non-responsiveness from the Client or third parties.

16.3. Any timeline provided by the Consultant is an estimate only unless expressly stated otherwise in writing.

17. TERMINATION

17.1. Either party may terminate the engagement in writing if the other party commits a material breach and fails to remedy that breach within 7 days of written notice.

17.2. The Consultant may suspend or terminate the engagement immediately if the Client fails to pay any amount when due, demands work outside the agreed scope without agreeing additional fees, behaves abusively or unreasonably, or continuation of the engagement would expose the Consultant to unreasonable legal or commercial risk.

17.3. On termination, the Client shall remain liable for all fees and expenses incurred up to the date of termination.

18. FORCE MAJEURE

18.1. Neither party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labour disruption, utility failure, internet failure, governmental action, epidemic, pandemic, or other force majeure events.

18.2. Where such event continues for more than 30 days, either party may terminate the affected portion of the engagement on written notice.

19. GENERAL

19.1. This agreement constitutes the entire agreement between the parties in relation to the consulting services and supersedes prior discussions or correspondence on the same subject.

19.2. No amendment shall be binding unless recorded in writing.

19.3. Any indulgence, extension, or relaxation granted by either party shall not amount to a waiver of rights.

19.4. If any provision of this agreement is found unenforceable, the remaining provisions shall remain in force to the fullest extent permitted by law.

19.5. The Client may not cede, assign, or transfer its rights under this agreement without the Consultant's prior written consent.

19.6. The Consultant may use subcontract administrative support or specialist input where appropriate, provided responsibility for the consulting engagement remains with the Consultant.

19.7. Electronic signatures, email acceptance, and PDF copies shall be valid and binding to the extent permitted by applicable law.

20. SIGNATURES

Signed by the Client and by the Consultant's authorised representative to confirm acceptance of these Terms of Engagement.

 

CLIENT	CONSULTANT
Name: Signature: Date:	K2024795119 (South Africa) (Pty) Ltd t/a Leaf & Stone Natural Pools Authorised signatory: Andrew Ian Jamieson Signature: Date:
Client legal name:	Consultant email: [email protected]
Client address:	Company registration no.: 2024 / 795119 / 07