IOKI TERMS AND CONDITIONS
1. SUMMARY INTRODUCTION
1.1 These Terms and Conditions of Use (“TCU”) constitute a legally binding agreement between the Institute of Key Individuals (Pty) Ltd, registration number 2019/445957/07, trading or referred to as “IOKI”, and any person, client, prospective client, Financial Services Provider, juristic person, entity, representative, professional resource, website visitor or related party who accesses, uses, requests, receives or engages with IOKI’s website, services, content, communications, introductions, referrals, proposals, documents or platforms.
1.2 By accessing the IOKI website, submitting a request, completing a form, registering on any IOKI platform, communicating with IOKI, receiving any service, considering any proposal, accepting any introduction, or otherwise engaging with IOKI, the user acknowledges that they have read, understood and agreed to be bound by these TCU. If the user does not agree with these TCU, the user must immediately stop using the website, services, content and platforms provided by IOKI.
1.3 IOKI is a functional specialisation, professional engagement and business support firm that provides services including professional introductions, Key Individual engagement support, regulatory engagement support, governance support, training support, business structuring support, consulting support, factual information, administrative coordination, business intelligence support, project support and related services.
1.4 IOKI may facilitate the identification, assessment, introduction and professional engagement of Key Individuals, Responsible Officers, Compliance Officers, regulatory professionals, consultants and other specialist resources for consideration by clients, prospective clients, Financial Services Providers and related entities.
1.5 IOKI is not a Financial Services Provider, investment company, broker, bank or deposit-taking institution. IOKI does not provide financial advice, investment advice, intermediary services, financial product recommendations, portfolio management, brokerage services, deposit-taking services or regulated financial services, unless expressly stated in writing and supported by the required regulatory authorisation.
1.6 IOKI’s services are intended to support professional engagement, regulatory awareness, governance, business structuring, education, training, factual information, consulting coordination and administrative support. Any information, document, template, explanation, report, communication, introduction or referral provided by IOKI must not be treated as legal advice, financial advice, investment advice, tax advice, regulatory approval, compliance certification or a substitute for independent professional advice.
1.7 Users, clients, prospective clients, Financial Services Providers and related parties remain responsible for verifying the accuracy, relevance, suitability and applicability of any information, document, proposal, introduction, referral or service received from IOKI before acting on it or relying on it. Where necessary, users should obtain independent advice from appropriately qualified, licensed or authorised professionals.
1.8 IOKI may use internal resources, professional networks, technology, data analysis, business intelligence tools, artificial intelligence tools, administrative systems and specialist professionals to support its services. Any such support is provided within the scope agreed with the user and does not transfer any statutory, fiduciary, regulatory, operational, governance, fit and proper, compliance, management or supervisory responsibility from the user, client, Financial Services Provider, Key Individual, Responsible Officer, Compliance Officer or related party to IOKI.
1.9 IOKI may deliver customised and tailored business support through professionals and service providers from various disciplines, including Key Individuals, Compliance Officers, accountants, attorneys, analysts, consultants, developers, regulatory professionals, tax practitioners, project professionals and other specialists. Any engagement with such persons remains subject to the applicable mandate, quotation, service agreement, regulatory requirements, professional obligations and these TCU.
1.10 These TCU govern the user’s access to and use of IOKI’s website, services, content, communication channels, documents, platforms, introductions, referrals and professional engagement processes. They set out the rights, obligations, limitations, responsibilities and protections applicable to IOKI and all users who engage with IOKI in any capacity.
1.11 IOKI may amend, update or replace these TCU from time to time. The version published on the IOKI website or otherwise provided by IOKI shall apply to the user’s continued access, use or engagement with IOKI’s services, unless a separate written agreement expressly provides otherwise.
1.12 These TCU shall be governed by and interpreted in accordance with the laws of the Republic of South Africa, unless otherwise agreed in writing.
2. LEGAL DISCLOSURES ON SERVICES
2.1 IOKI provides professional introduction, coordination, factual information, training support, governance support, regulatory engagement support, business support, consulting support and related services within the scope described in these Terms and Conditions.
2.2 IOKI does not provide financial advice, investment advice, intermediary services, product recommendations, financial planning, portfolio management, brokerage services, deposit-taking services, investment management services, or any service that requires authorisation as a financial services provider, broker, bank, investment company or financial institution, unless expressly stated in writing and supported by the required regulatory authorisation.
2.3 Any information, content, document, template, report, explanation, opinion, communication, introduction, referral or analysis provided by IOKI is provided for general information, educational, administrative, factual, consulting, business support, professional engagement or coordination purposes only. Such information must not be interpreted as advice, guidance, recommendation, proposal or solicitation to purchase, sell, hold, vary, replace, invest in, subscribe for, dispose of, or otherwise transact in any financial product or financial instrument.
2.4 No director, employee, partner, agent, representative, contractor, consultant, affiliate, introduced resource or service provider associated with IOKI is authorised, by virtue of their association with IOKI, to provide financial advice, investment advice, intermediary services, financial product recommendations or regulated financial services on behalf of IOKI, unless IOKI has expressly confirmed such authority in writing and the relevant person or entity holds the required regulatory authorisation.
2.5 Any reference by IOKI to a Financial Services Provider, Key Individual, Responsible Officer, Compliance Officer, professional resource, licence category, regulatory process, business model, commercial structure, transaction, financial services entity or financial services environment is provided for factual, administrative, professional engagement, governance, regulatory awareness or business support purposes only. Such reference does not constitute financial advice, investment advice, intermediary services, a recommendation, endorsement, regulatory approval or confirmation of suitability.
2.6 IOKI may provide factual information relating to regulatory processes, governance arrangements, professional introductions, Key Individual engagement, Compliance Officer engagement, business structuring, policy formulation, business intelligence, data analysis, project management and related consulting matters. Such information is not intended to replace independent legal, financial, tax, compliance, regulatory or professional advice.
2.7 Users, clients, prospective clients, Financial Services Providers and related parties remain responsible for obtaining independent advice from appropriately qualified, licensed or authorised professionals before making any legal, financial, investment, tax, regulatory, compliance, operational or commercial decision.
2.8 Where any communication, statement, document, template, report, opinion, introduction, referral or explanation provided by IOKI is perceived or interpreted by any party as financial advice, investment advice, intermediary services, product advice or regulated financial guidance, such interpretation shall be incorrect unless IOKI has expressly confirmed otherwise in writing and the required regulatory authorisation exists.
2.9 IOKI shall not be liable for any decision, action, omission, loss, damage, regulatory consequence, financial consequence, commercial consequence or other outcome arising from any party’s reliance on IOKI’s information, content, communication, document, introduction, referral or service as if it constituted financial advice, investment advice, legal advice, tax advice, regulatory approval or intermediary services.
2.10 IOKI does not accept client deposits, hold client funds, manage client assets, execute financial transactions, provide investment execution, operate as a broker, or act as an intermediary in relation to financial products or financial instruments.
2.11 Nothing in these Terms and Conditions shall be interpreted as IOKI assuming the statutory, regulatory, fiduciary, operational, compliance, governance, fit and proper, management or supervisory obligations of any client, Financial Services Provider, Key Individual, Responsible Officer, Compliance Officer, representative, professional resource or related party.
2.12 Each user, client, Financial Services Provider, Key Individual, Responsible Officer, Compliance Officer, professional resource and related party remains responsible for understanding and complying with the laws, regulations, licensing requirements, professional rules, regulatory standards and obligations applicable to their own activities, jurisdiction, role and circumstances.
3. INFORMATION DATA AND TAX
3.1 The user, client, prospective client, Financial Services Provider or related party is responsible for ensuring that all information provided to IOKI through the website, online form, client portal, email, WhatsApp, document submission, application form, onboarding process or any other communication channel is accurate, complete, current and not misleading.
3.2 The user must promptly notify IOKI in writing of any change to information previously provided, including changes to contact details, company information, directors, shareholders, beneficial owners, representatives, Key Individuals, Compliance Officers, regulatory status, licence status, banking details, billing information, tax information, mandate information or any other material information relevant to the services requested or provided.
3.3 IOKI may rely on information provided by the user, client, prospective client, Financial Services Provider, introduced resource or related party as accurate and complete, unless IOKI has reason to believe otherwise. IOKI shall not be obliged to independently verify, validate or investigate all information provided, except where required by law, regulation, internal procedure or the nature of the engagement.
3.4 Where IOKI requests supporting documents, confirmations, declarations, resolutions, identity documents, company records, regulatory records, tax documents, financial records, appointment documents, proof of authority or any other information, the user must provide such information within the required timeframe and in a clear, accurate and complete manner.
3.5 IOKI may delay, suspend, decline or terminate any service, introduction, engagement, document preparation, regulatory coordination, professional resource allocation or related work where information provided is incomplete, inaccurate, outdated, misleading, unverifiable, inconsistent, suspicious or not provided within a reasonable period.
3.6 The user acknowledges that inaccurate, incomplete, outdated or misleading information may result in delays, incorrect documents, incorrect proposals, incorrect invoices, failed submissions, regulatory issues, tax consequences, commercial loss, rejected applications, appointment delays, or other adverse outcomes. IOKI shall not be liable for any loss, damage, liability, delay or consequence arising from information provided by the user that is inaccurate, incomplete, outdated, misleading or withheld.
3.7 In order to request or initiate services, the user may be required to complete and submit the relevant form, provide onboarding information, submit supporting documents, attend an orientation session, approve a quotation, accept a proposal, sign a mandate, pay an invoice or satisfy any other requirement communicated by IOKI.
3.8 Receipt of a form, email, document, enquiry or service request by IOKI does not automatically constitute acceptance of the request or commencement of services. IOKI may review the request and may accept, decline, defer, clarify or request further information before commencing any service.
3.9 Unless otherwise agreed in writing, all agreements, proposals, invoices, mandates, service documents, confirmations and material communications with IOKI shall be concluded or recorded in English.
3.10 IOKI may retain records of forms, agreements, invoices, proposals, mandates, service documents, correspondence, supporting documents and related information in electronic, physical or other appropriate format, subject to applicable law, record-keeping requirements, privacy obligations and internal retention procedures.
3.11 Access to archived records may be restricted and may only be granted where IOKI considers it appropriate, where required for service delivery, where authorised by the relevant party, or where disclosure is required by law, regulation, court order, regulator request, professional obligation or other lawful process.
3.12 Information submitted through registration forms, service request forms, onboarding forms, client portals or other approved channels may be reviewed, corrected, updated or supplemented where necessary for the processing of a service request, onboarding, invoicing, document preparation, regulatory coordination, professional introduction or related engagement.
3.13 The user is responsible for reviewing and confirming that all information submitted to IOKI is correct before relying on any document, proposal, invoice, report, submission, introduction, referral, professional engagement or service output prepared on the basis of such information.
3.14 Fees charged by IOKI may include applicable taxes where required by law, unless otherwise stated in the applicable quotation, invoice, proposal, mandate or service agreement.
3.15 Each user, client, prospective client, Financial Services Provider or related party remains responsible for its own tax obligations, filings, declarations, payments, deductions, withholding obligations, VAT treatment, accounting records and compliance with applicable tax laws.
3.16 IOKI does not assume responsibility for the user’s tax treatment, tax classification, accounting treatment, deductibility of fees, VAT position, withholding obligations or any tax consequences arising from the use of IOKI’s services, unless expressly agreed in writing as part of a specific tax-related service.
3.17 Where any tax, levy, withholding, bank charge, transfer cost, payment processing fee, foreign exchange cost or statutory charge becomes payable in connection with a service, payment or transaction, the user shall be responsible for such amount unless otherwise agreed in writing.
3.18 The user shall not withhold, deduct, set off or reduce any amount payable to IOKI unless required by applicable law or agreed by IOKI in writing. Where any withholding or deduction is required by law, the user must provide IOKI with written confirmation, supporting documentation and proof of payment to the relevant authority.
4. PAYMENT METHODS
4.1 All fees, charges, invoices, retainers, deposits, introduction fees, placement fees, consulting fees, service fees or any other amounts payable to IOKI must be paid to the Institute of Key Individuals (Pty) Ltd through bank transfer or any other payment method expressly approved by IOKI.
4.2 IOKI may issue an invoice, pro forma invoice, quotation, payment request or written payment instruction setting out the applicable amount, payment reference, due date, banking details and any specific payment conditions applicable to the service requested.
4.3 Where payment is made by bank transfer, the user, client, prospective client, Financial Services Provider or related party must ensure that the correct payment reference is used and that proof of payment is submitted to IOKI where requested.
4.4 Where payment is made through a payment card, online payment platform, payment gateway or any immediate payment method approved by IOKI, payment must be made promptly and in accordance with the instructions provided at the time of payment.
4.5 A payment shall only be regarded as received once the full amount has cleared and is available in IOKI’s designated bank account or approved payment platform. A proof of payment, payment notification, screenshot or payment instruction shall not, by itself, constitute final receipt of funds.
4.6 The user, client, prospective client, Financial Services Provider or related party remains responsible for ensuring that payment is made in full and within the period stated in the applicable invoice, quotation, proposal, pro forma invoice, mandate, service agreement or payment instruction.
4.7 Failure to make payment within the required period may result in IOKI suspending, delaying, withholding, cancelling or declining the relevant service, introduction, engagement, document preparation, consultation, regulatory coordination or professional resource allocation.
4.8 The user, client, prospective client, Financial Services Provider or related party shall be responsible for all bank charges, transaction fees, payment gateway fees, foreign exchange charges, transfer costs, third-party payment costs and any other charges arising from the chosen payment method, unless otherwise agreed in writing.
4.9 All payments must be made in South African Rand unless IOKI expressly agrees in writing to accept payment in another currency. Where payment is made in another currency, the payer shall be responsible for any exchange rate differences, conversion fees, bank charges or shortfalls.
4.10 IOKI shall not be responsible for any loss, delay, failed payment, incorrect payment, payment to a wrong account, payment fraud, reversal, chargeback, bank error or payment processing issue arising from incorrect information, unauthorised instructions, third-party payment systems or the payer’s failure to verify the correct payment details.
4.11 Users are responsible for verifying IOKI’s banking details directly through an official IOKI communication channel before making payment. IOKI shall not be liable for payments made to fraudulent, incorrect, substituted or unauthorised bank accounts where the payer failed to verify the payment details with IOKI.
4.12 IOKI reserves the right to reject, refund or request clarification of any payment where the payment reference is unclear, the payer cannot be identified, the amount is incorrect, the source of funds is questionable, the payment appears suspicious, or the payment does not correspond with an accepted service request, invoice, quotation or mandate.
4.13 Any refund, where applicable, shall be dealt with in accordance with the applicable invoice, quotation, mandate, service agreement, written arrangement or these Terms and Conditions. Bank charges, payment gateway charges, third-party charges and work already performed may be deducted from any refund where permitted by law.
5. FEES
5.1 IOKI reserves the right to determine, amend or update its fees, pricing structures, payment terms, service conditions and criteria for completion of services from time to time. Any amendment to fees or service conditions shall not apply retrospectively to services already accepted and paid for under a confirmed quotation, invoice, proposal, mandate or service agreement, unless otherwise agreed in writing.
5.2 All fees payable to IOKI shall be determined according to the nature, scope, complexity, urgency, duration and requirements of the service requested. IOKI does not apply a single standard fee structure to all matters, as each client, engagement, regulatory issue, professional introduction, consulting assignment or business support request may require a different level of work, expertise, coordination and resources.
5.3 IOKI may issue a quotation, proposal, invoice, fee estimate, retainer arrangement, hourly rate, once-off fee, success fee, introduction fee, placement fee, conversion fee, buy-out fee or other commercial fee arrangement, depending on the nature of the request and the services required.
5.4 Unless otherwise agreed in writing, no service shall be deemed to have commenced until IOKI has confirmed acceptance of the request and any applicable quotation, invoice, proposal, mandate, service agreement, onboarding requirement or payment condition has been satisfied.
5.5 All fees payable to IOKI must be paid directly into the designated bank account of the Institute of Key Individuals (Pty) Ltd or through any other payment method expressly approved by IOKI. IOKI’s banking details or approved payment method shall be provided on the applicable invoice, quotation, proposal or written communication.
5.6 Where a client does not have an existing written retainer, mandate or contractual arrangement with IOKI, services may be charged on an hourly, once-off, project-based, milestone-based, retainer-based or other agreed basis. The applicable fee structure shall depend on the nature and complexity of the work requested.
5.7 IOKI may, at its sole discretion, offer an initial consultation, orientation session or introductory discussion at no charge. Any such complimentary consultation shall not oblige IOKI to provide further services, make any introduction, commence any mandate, reserve any professional resource, or provide any specific outcome unless confirmed in writing.
5.8 Any fee estimate, quotation or proposal issued by IOKI shall be based on the information available at the time of issue. IOKI reserves the right to revise the applicable fee where the scope of work changes, additional work is required, information provided is incomplete or inaccurate, urgency increases, third-party input is required, or the matter becomes more complex than initially contemplated.
5.9 The client remains responsible for paying all fees, charges, taxes, bank charges, transaction costs, third-party costs, disbursements and other amounts applicable to the requested services, unless otherwise agreed in writing.
5.10 Payment shall be due in accordance with the payment terms stated in the applicable invoice, quotation, proposal, mandate or service agreement. Where no specific payment period is stated, payment shall be due immediately upon receipt of invoice.
5.11 IOKI may suspend, delay, withhold, cancel or decline services where payment is not received within the required period, where required onboarding information is outstanding, or where the client fails to comply with the applicable fee arrangement.
5.12 No direct agreement, employment contract, appointment, mandate, consultancy arrangement, service agreement, retainer, payment arrangement or commercial arrangement concluded between a client, prospective client, Financial Services Provider, user or related party and an IOKI Introduced Resource shall waive, extinguish, reduce or prejudice IOKI’s entitlement to any introduction fee, placement fee, success fee, conversion fee, buy-out fee, retainer or other commercial fee arising from IOKI’s introduction, facilitation, referral, coordination, assessment or placement efforts.
5.13 IOKI’s fee entitlement shall remain enforceable notwithstanding that an introduced resource is engaged in their personal capacity, through an entity, as an employee, independent contractor, consultant, director, shareholder, representative, Key Individual, Responsible Officer, Compliance Officer or under any similar commercial, professional or regulatory arrangement.
5.14 Unless otherwise agreed in writing, any fee payable to IOKI in respect of an introduced resource or introduced opportunity shall become due upon the earlier of: the client’s decision to proceed with the introduced resource; conclusion of an appointment, employment, mandate, consultancy or retainer arrangement; submission of regulatory appointment documentation; commencement of services; receipt of services; or any direct engagement between the client and the introduced resource.
5.15 The client, prospective client, Financial Services Provider, user or related party shall remain liable for IOKI’s applicable fee where the engagement of an introduced resource or introduced opportunity occurs within 36 months from the date of first introduction, referral, disclosure, meeting, communication or facilitation by IOKI.
5.16 All fees paid to IOKI are non-refundable unless otherwise agreed in writing or unless required by applicable law. Where services have commenced, resources have been allocated, introductions have been made, documents have been prepared, meetings have been held, or work has been performed, IOKI may retain the applicable fees for work completed, time spent, resources allocated and value delivered.
5.17 Any dispute relating to fees, invoices, payment obligations or service charges must be raised in writing within 7 business days from the date of invoice. Failure to raise a written dispute within this period shall not automatically extinguish the debt, but may be regarded as acceptance that the invoice was received and not disputed within a reasonable period.
6. REQUEST OF SERVICES
To request IOKI’s services, a user, client, prospective client, Financial Services Provider or related party may submit a request through the IOKI website, online form, official email address, client portal, or any other communication channel approved by IOKI.
Upon receipt of a service request, IOKI may review the information provided and, depending on the nature, scope, complexity and suitability of the request, may provide an invoice, quotation, proposal, service outline, request for further information, or invite the user to an orientation or consultation session.
Submission of a service request does not automatically create an obligation on IOKI to accept the request, commence services, provide advice, make any introduction, allocate any professional resource, or deliver any specific outcome. IOKI reserves the right to accept, decline, defer, clarify or request additional information in respect of any service request.
No service shall be deemed to have commenced unless IOKI has confirmed acceptance of the request in writing, issued the applicable invoice, quotation, proposal, mandate or service agreement, and any required payment, onboarding information or written approval has been received where applicable.
The functional services provided by IOKI encompass:
6.1 Key Individual Introduction, Assessment and Regulatory Engagement Support
6.1.1 IOKI provides professional introduction, assessment, coordination, training support and regulatory engagement support services in respect of Key Individuals, Responsible Officers, Compliance Officers, regulatory professionals and other specialist professional resources.
6.1.2 IOKI’s role is limited to facilitating the identification, assessment, introduction and professional engagement of suitably experienced persons for consideration by clients, prospective clients, Financial Services Providers, juristic persons and other entities requiring regulatory, governance, compliance, operational, structural or professional support.
6.1.3 For the avoidance of doubt, IOKI does not rent, lease, lend, outsource, sell, transfer, delegate or substitute the statutory role, regulatory responsibility, operational ability, fiduciary duty, management authority, governance responsibility or fit and proper obligations of any Key Individual, Responsible Officer, Compliance Officer, Financial Services Provider or client.
6.1.4 IOKI does not appoint Key Individuals or Responsible Officers on behalf of any Financial Services Provider and does not assume the regulatory obligations of any Financial Services Provider. Any appointment, employment, mandate, consultancy, retainer, representative status, directorship, Key Individual appointment, Compliance Officer appointment or similar engagement remains the sole responsibility of the relevant client or Financial Services Provider, subject to its own due diligence, governance approvals, fit and proper requirements, regulatory obligations, board resolutions, contractual arrangements and any required regulatory notification or approval.
6.1.5 Any Key Individual, Responsible Officer, Compliance Officer, representative, consultant or professional resource introduced by IOKI is introduced as an independent professional resource for consideration by the client or Financial Services Provider. The client or Financial Services Provider remains solely responsible for satisfying itself that such person is suitable, competent, properly mandated, adequately resourced and capable of fulfilling the relevant role in accordance with applicable law and regulatory requirements.
6.1.6 Where a Financial Services Provider elects to appoint or engage a Key Individual or Responsible Officer introduced by IOKI, the Financial Services Provider remains responsible for ensuring that such person has genuine authority, sufficient access, adequate information, appropriate reporting lines, access to decision-makers, access to systems, access to financial and operational data, sufficient time, management involvement, escalation rights and practical ability to exercise oversight and demonstrate operational ability in relation to the licensed activities of the Financial Services Provider.
6.1.7 IOKI’s introduction, facilitation or coordination of a Key Individual or regulatory professional shall not be interpreted as a representation that the Financial Services Provider’s operational ability, governance arrangements, compliance framework, fit and proper obligations, board oversight or internal controls are automatically satisfied. The Financial Services Provider must independently assess, implement and maintain all structures, resources and controls required for its own regulatory compliance.
6.1.8 IOKI may, where applicable and agreed in writing, provide factual information, administrative coordination, training support, document support, governance support, regulatory engagement support, business structuring support, policy formulation support and related consulting services. Such services are provided separately from the statutory responsibilities of the Financial Services Provider and any appointed Key Individual or Responsible Officer.
6.1.9 IOKI does not provide financial advice, intermediary services, investment advice, product recommendations, financial product guidance or regulated financial services. Any information provided by IOKI is provided within the scope of its professional introduction, coordination, factual information, training support, consulting, governance and regulatory engagement support services.
6.1.10 Through its professional engagement platform, IOKI may connect Key Individuals, Responsible Officers, Compliance Officers, regulatory professionals and other specialist resources with clients, prospective clients, Financial Services Providers and entities seeking their expertise. Such connection or introduction is a commercial service provided by IOKI and shall not be regarded as a transfer of regulatory responsibility from the Financial Services Provider to IOKI.
6.1.11 Where IOKI introduces, refers, discloses, identifies, presents, recommends, connects, facilitates, coordinates or makes available any Key Individual, Responsible Officer, Compliance Officer, representative, consultant, director, shareholder, employee, contractor, professional, regulatory resource or service provider to a client, prospective client, Financial Services Provider, juristic person, associated entity, shareholder, director, employee, representative or related party, such person shall be deemed an “IOKI Introduced Resource”.
6.1.12 The client, prospective client, Financial Services Provider, user or related party shall not, whether directly or indirectly, bypass, circumvent, avoid, exclude or undermine IOKI by employing, appointing, contracting with, retaining, engaging, soliciting, negotiating with or receiving services from an IOKI Introduced Resource outside the IOKI engagement framework without the prior written consent of IOKI.
6.1.13 The restriction in clause 6.1.12 shall apply whether the engagement is concluded in the personal capacity of the introduced person, through another entity, through employment, consultancy, retainer, directorship, representative appointment, Key Individual appointment, Compliance Officer appointment, shareholder arrangement, advisory arrangement or any other commercial, professional or regulatory structure.
6.1.14 Where a client, prospective client, Financial Services Provider, user or related party wishes to employ, appoint, contract with, retain or otherwise engage an IOKI Introduced Resource directly, such engagement shall only proceed subject to IOKI’s prior written approval and the payment of any applicable introduction fee, placement fee, success fee, conversion fee, buy-out fee, retainer or other commercial fee as determined by IOKI or as set out in the applicable quotation, proposal, invoice, mandate, service agreement or written arrangement.
6.1.15 Any direct engagement of an IOKI Introduced Resource without IOKI’s prior written consent shall constitute material circumvention and breach of these Terms and Conditions. IOKI shall be entitled to claim damages, lost fees, lost retainers, loss of opportunity, disgorgement of benefit, specific performance, interdictory relief, legal costs on an attorney-and-client scale and any other remedy available in law.
6.1.16 For purposes of this section, an introduction shall include any disclosure of a name, profile, CV, qualifications, experience, DOFA, regulatory suitability, licence category, appointment possibility, availability, contact details, meeting, email, WhatsApp message, telephone call, proposal, referral or any communication that enables the client, prospective client, Financial Services Provider, user or related party to identify, access, approach or engage the introduced person.
6.1.17 Nothing in these Terms and Conditions shall prevent a Key Individual, Responsible Officer, Compliance Officer or professional resource from exercising independent professional judgment, complying with applicable law, fulfilling fiduciary or regulatory obligations, reporting regulatory concerns, escalating governance failures, or refusing to act where the person reasonably believes that proper access, authority, information, resources, independence or operational ability has not been provided.
6.1.18 This section is intended to protect IOKI’s legitimate commercial interests, goodwill, professional network, introduction efforts, client relationships and placement opportunities, while preserving the regulatory independence, statutory obligations, operational ability, professional judgment and governance responsibilities of the Financial Services Provider and any appointed Key Individual, Responsible Officer, Compliance Officer or professional resource
6.1.19 Any Key Individual, Responsible Officer, Compliance Officer, representative, consultant, contractor, professional, regulatory resource or service provider introduced, connected, assessed, referred, disclosed, facilitated or made available by IOKI to any client, prospective client, Financial Services Provider, juristic person or related party shall not, whether directly or indirectly, use the introduction, engagement, relationship, access, information or opportunity created through IOKI to bypass, circumvent, exclude, undermine or interfere with IOKI’s commercial relationship with that client, prospective client, Financial Services Provider, juristic person or related party.
6.1.20 An IOKI Introduced Resource shall not, for a period of 36 months from the date of first introduction, referral, disclosure, meeting, communication or facilitation by IOKI, directly or indirectly solicit, canvass, market to, approach, negotiate with, accept instructions from, contract with, invoice, provide services to, receive payment from, or otherwise engage an IOKI client, prospective client, Financial Services Provider or related party in respect of services that are the same as, similar to, connected with, or competitive with services offered, proposed, coordinated, facilitated or provided by IOKI, unless IOKI has provided prior written consent.
6.1.21 An IOKI Introduced Resource shall not use an IOKI client relationship, introduction, communication, meeting, mandate, opportunity, proposal, confidential information, commercial arrangement or professional network to introduce, provide, offer, arrange or facilitate competing, parallel or additional services to an IOKI client, prospective client, Financial Services Provider or related party outside the IOKI framework, including but not limited to governance support, regulatory engagement support, compliance support, company structurisation, policy formulation, business valuation, project management, regulatory consulting, training support, administrative coordination, outsourcing coordination, professional placements, payroll, accounting, tax consulting, artificial intelligence support, robotic process automation, business intelligence support or any other service that IOKI provides or has proposed to the client, without IOKI’s prior written consent.
6.1.22 Nothing in clauses 6.1.19 to 6.1.21 shall prevent a Key Individual, Responsible Officer, Compliance Officer or professional resource from performing the specific role for which they were lawfully and properly appointed by the Financial Services Provider, exercising independent professional judgment, complying with applicable law, fulfilling fiduciary or regulatory obligations, escalating governance concerns, reporting regulatory breaches, refusing to act where required, or communicating with the client or Financial Services Provider in the ordinary course of their approved appointment.
6.1.23 For the avoidance of doubt, clauses 6.1.19 to 6.1.21 are not intended to prevent the Key Individual, Responsible Officer, Compliance Officer or introduced professional from performing genuine services under a lawful appointment approved by the client or Financial Services Provider. These clauses are intended to prevent the introduced person from converting IOKI’s client relationship, introduction, goodwill, commercial opportunity, proposal, service model, fee opportunity, confidential information or professional network into a separate direct business opportunity outside the IOKI framework.
6.1.24 The restrictions in clauses 6.1.19 to 6.1.21 shall not apply where the introduced person can prove, through written records existing before IOKI’s introduction, that they had an independent, active and pre-existing commercial relationship with the relevant client, prospective client, Financial Services Provider or related party in respect of the same opportunity. A mere prior acquaintance, general industry awareness, LinkedIn connection, informal conversation, previous introduction without active engagement, or unrelated contact shall not, by itself, constitute a prior existing commercial relationship.
6.1.25 Any breach of clauses 6.1.19 to 6.1.24 shall constitute material circumvention and breach of these Terms and Conditions. IOKI shall be entitled to claim damages, lost fees, lost retainers, loss of opportunity, disgorgement of benefit, specific performance, interdictory relief, legal costs on an attorney-and-client scale and any other remedy available in law.
7. COMMUNICATION
7.1 Communication Channels
7.1.1 All communication with IOKI must be directed through the official communication channels specified in these Terms and Conditions, on the IOKI website, in an applicable proposal, invoice, service agreement, mandate, onboarding document, or through any other communication channel expressly approved by IOKI in writing.
7.1.2 The designated email address for general enquiries and service-related correspondence is admin@ioki.co.za, unless IOKI provides an alternative official email address or communication channel for a specific matter, client, service, mandate or engagement.
7.1.3 Communications from IOKI shall be regarded as official only where they originate from an authorised IOKI email address, official IOKI domain, approved IOKI representative, recognised company communication channel, client portal, or another communication method expressly confirmed by IOKI.
7.1.4 Users, clients, prospective clients, Financial Services Providers, introduced resources and related parties must ensure that all instructions, approvals, notices, objections, confirmations, changes to scope, service requests, payment queries, regulatory engagement queries, appointment-related queries and commercially material communications are made through traceable written channels.
7.1.5 IOKI shall not be responsible for any loss, delay, misunderstanding, unauthorised instruction, incorrect action, missed communication, failed delivery, fraud, impersonation, payment error, data compromise or other consequence arising from the use of unofficial, unapproved, informal, incorrect, compromised or non-traceable communication channels.
7.1.6 Where communication is received from an email address, telephone number, WhatsApp account, domain, employee, representative, consultant, adviser, director, shareholder or other person purporting to act for a client, prospective client, Financial Services Provider, introduced resource or related party, IOKI may rely on such communication as valid unless IOKI has been notified in writing that such person or channel is unauthorised.
7.1.7 IOKI reserves the right to request written confirmation, identity verification, authority confirmation, board approval, company resolution, mandate confirmation, proof of appointment, proof of payment or any other supporting information before acting on any instruction or communication.
7.2 Communication Acceptance
7.2.1 By accessing, using, requesting, receiving or engaging with IOKI’s services, the user acknowledges and agrees that IOKI may communicate through email, website forms, the client portal, telephone, WhatsApp, video meeting, electronic document platforms, invoicing platforms, cloud-based document sharing, or any other reasonable communication channel used in the ordinary course of business.
7.2.2 The user accepts that electronic communications, including emails, portal messages, electronically signed documents, WhatsApp messages, scanned documents, PDF documents, online forms, invoices, proposals and other digital records, may be used as evidence of communication, instruction, acceptance, approval, consent, delivery, service engagement, fee arrangement or contractual relationship, unless prohibited by applicable law.
7.2.3 The user is responsible for ensuring that all contact details provided to IOKI are accurate, current, functional and monitored. IOKI shall not be liable for any delay, missed deadline, non-delivery, failed communication or loss arising from incorrect, outdated, inactive, inaccessible or unmonitored contact details provided by the user.
7.2.4 Notices, invoices, proposals, service updates, appointment-related communications, regulatory coordination requests, document requests, payment reminders and other communications sent by IOKI to the email address, portal account, WhatsApp number or other contact details provided by the user shall be deemed received unless IOKI receives a clear delivery failure notification or the user proves non-receipt.
7.2.5 Where a user communicates with IOKI through WhatsApp, telephone, video meeting or any informal channel, IOKI may require that any material instruction, approval, variation, appointment, engagement, fee arrangement, regulatory submission, commercial decision or change in scope be confirmed in writing before IOKI acts on it.
7.2.6 Any change to authorised representatives, email addresses, contact numbers, communication preferences, billing details, company representatives, directors, shareholders, Key Individuals, Compliance Officers or other material contact information must be communicated to IOKI in writing without delay.
7.2.7 IOKI may refuse to act on any communication that appears unclear, incomplete, suspicious, unauthorised, fraudulent, inconsistent with prior instructions, outside the agreed scope of services, or capable of causing legal, regulatory, commercial or operational risk.
7.2.8 Communications between IOKI and any user, client, prospective client, Financial Services Provider, introduced resource or related party are intended to support secure, traceable and efficient service delivery. Nothing in this section shall require IOKI to accept informal, verbal or unverified instructions where written confirmation is reasonably required.
8. COMPANY SERVICES, WEBSITE AND OTHER CONTENT
8.1 The website, services, client portal, online forms, documents, templates, reports, data, material, information, graphics, designs, logos, icons, images, text, audio, video, software elements, downloadable resources, communications and all other content made available by or through IOKI, whether on the website or through any other communication channel, are collectively referred to as the “Content”.
8.2 All Content is protected by copyright, trademark, intellectual property, confidentiality and other applicable laws. Unless otherwise expressly stated in writing, the Content remains the property of IOKI, its partners, licensors, service providers or authorised contributors. No ownership rights, intellectual property rights, commercial rights or proprietary interests are transferred to any user by accessing, viewing, downloading, receiving or using the Content.
8.3 IOKI grants users a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable right to access and use the Content solely for the purpose for which it was made available and strictly in accordance with these Terms and Conditions. This right may be withdrawn, restricted or suspended by IOKI at any time where IOKI reasonably considers such action necessary to protect its rights, systems, services, clients, partners, confidential information or legitimate commercial interests.
8.4 Users may not copy, reproduce, modify, distribute, publish, sell, rent, license, transfer, transmit, broadcast, display, adapt, reverse-engineer, decompile, disassemble, scrape, extract, commercially exploit or otherwise use any Content except where expressly permitted in writing by IOKI or where such use is permitted by applicable law.
8.5 Any documents, templates, reports, proposals, business models, methodologies, frameworks, processes, assessments, matrices, training material, regulatory support material, governance material, policy material, business intelligence outputs, artificial intelligence outputs, data reports, consulting material or other resources provided by IOKI are supplied for the specific user, client, purpose or engagement for which they were prepared. Such materials may not be reused, replicated, adapted, resold, transferred, shared with third parties or used for a separate commercial purpose without IOKI’s prior written consent.
8.6 All trademarks, logos, trade names, service names, domain names, designs, brand features and other identifiers displayed on the website or within IOKI’s services are the property of IOKI or the relevant owner. Users are not granted any right or licence to use, reproduce, modify or display such identifiers without prior written consent from IOKI or the relevant rights holder.
8.7 Users acknowledge that IOKI’s Content may include information, documents, concepts, commercial structures, service models, business processes, regulatory frameworks, professional network information, client engagement material and other resources that are confidential, commercially sensitive or proprietary to IOKI. Users shall not use such Content to compete with IOKI, circumvent IOKI, replicate IOKI’s services, approach IOKI’s clients or introduced resources outside the IOKI framework, or otherwise prejudice IOKI’s commercial interests.
8.8 Both IOKI and users shall conduct themselves in good faith and in accordance with the principles of fair dealing when using the website, accessing services, engaging with Content, communicating with each other, and participating in any professional, commercial or client engagement facilitated by IOKI. No party may act in a manner that damages the reputation, goodwill, legitimate interests, client relationships, introduced resources, professional network or commercial opportunities of the other party.
8.9 Except for the limited rights expressly granted in these Terms and Conditions, no additional rights are granted to any user in respect of the website, services, Content, intellectual property, confidential information, trademarks, documents, templates, reports, methodologies, systems, processes or other materials made available by IOKI.
8.10 When accessing, using or engaging with the website, services or Content, users are strictly prohibited from:
8.10.1 using any tool, software, process, device, script, bot, crawler, scraper, automation, malware, virus or other method intended to disrupt, damage, overload, interfere with or impair the functionality, security, integrity or availability of the website, services, systems or Content;
8.10.2 exploiting errors, bugs, weaknesses, vulnerabilities, misconfigurations or technical limitations in the website, services, systems or Content;
8.10.3 circumventing access controls, security measures, authentication requirements, geographical restrictions, technical limitations, payment requirements or any other restriction imposed by IOKI;
8.10.4 creating unauthorised copies, backups, extracts, screenshots, databases, reproductions or derivative works from the website, services or Content;
8.10.5 reverse-engineering, decompiling, disassembling, decoding, modifying, adapting or attempting to derive the source code, structure, logic, design or underlying ideas of the website, systems, software, tools or digital services;
8.10.6 selling, renting, lending, licensing, sublicensing, distributing, reproducing, duplicating, broadcasting, streaming, publishing, transferring, reselling or commercially exploiting the website, services or Content in a manner not expressly permitted by IOKI;
8.10.7 using automated means to access, monitor, collect, extract, copy, scrape, download, index or store information from the website, services or Content without IOKI’s prior written consent;
8.10.8 using the website, services or Content to impersonate another person, misrepresent authority, submit false information, interfere with another user’s access, or engage in fraudulent, unlawful, abusive, misleading or harmful conduct;
8.10.9 using any IOKI Content, communication, document, proposal, introduction, referral, resource, professional network information or client information to bypass, circumvent, compete with, undermine or interfere with IOKI’s business, clients, partners, introduced resources, service model or fee entitlement; and
8.10.10 using any tool, method, communication, conduct or arrangement that may cause harm to IOKI, its operations, reputation, systems, clients, partners, introduced resources, commercial opportunities or legitimate business interests.
8.11 Any unauthorised use of the website, services or Content may result in suspension or termination of access, withdrawal of services, cancellation of engagements, legal action, claims for damages, interdictory relief, recovery of costs and any other remedy available to IOKI in law.
9. LINKS TO OTHER WEBSITES, DOMAINS, OR SITES
9.1.1 The IOKI website may contain links, hyperlinks, references or access points to external websites, third-party platforms, domains, resources, service providers, professional bodies, regulators, partners, affiliates or other online locations that are not owned, operated or controlled by the Institute of Key Individuals (Pty) Ltd.
9.1.2 Such links are provided for convenience, reference, educational, informational, administrative or operational purposes only. The inclusion of any external link does not constitute an endorsement, approval, recommendation, warranty, representation or assumption of responsibility by IOKI in respect of the external website, platform, content, service, product, provider, entity or information made available through such link.
9.1.3 IOKI has no control over the content, accuracy, availability, security, privacy practices, data handling practices, terms and conditions, services, policies or operations of any external website, domain, platform or third-party resource. Users access and use any external website or third-party platform entirely at their own risk.
9.1.4 Users are advised to exercise caution and independent judgment when accessing any external website or third-party platform linked from the IOKI website. Users should review the applicable terms and conditions, privacy policies, data protection notices, cookie policies and any other relevant legal documents of each external website or platform before submitting personal information, making payments, entering into agreements, relying on information, downloading material or engaging with any third-party service.
9.1.5 IOKI shall not be liable for any loss, damage, claim, liability, cost or expense arising directly or indirectly from a user’s access to, reliance on, use of, inability to use, or interaction with any external website, domain, platform, third-party content, third-party service provider, linked resource or external communication channel.
9.1.6 IOKI does not warrant that any external website, domain, platform or linked resource is accurate, complete, current, lawful, secure, uninterrupted, virus-free, error-free or suitable for any particular purpose. Users are responsible for taking appropriate precautions to protect their devices, systems, data, passwords, financial information and personal information when accessing external websites or platforms.
9.1.7 Any personal information submitted by a user to an external website, platform, service provider, professional body, regulator, partner, affiliate or third party shall be governed by the privacy policy and data handling practices of that external party. IOKI’s Privacy Policy applies only to personal information collected, processed or controlled by IOKI within the scope of its own website, platforms and services.
9.1.8 Where IOKI provides a link to a regulator, professional body, government department, industry body, service provider or external resource, such link is provided solely to assist users in accessing publicly available or third-party information. IOKI does not accept responsibility for changes, inaccuracies, omissions, delays, downtime, access restrictions, fees, outcomes, decisions or actions arising from the use of such third-party resource.
9.1.9 IOKI reserves the right, at its sole discretion and without prior notice, to add, amend, suspend or remove any external link, reference, resource or third-party access point from its website or communication channels.
9.1.10 By accessing any external website, domain, platform or third-party resource through the IOKI website, the user acknowledges that they do so voluntarily and that IOKI assumes no responsibility for the conduct, content, policies, services, representations, data practices or security of such external party.
10. WEBSITE DISCLAIMER:
10.1 Recommendation Disclaimer
10.1.1 The content, information, material, commentary, documents, templates, reports, analysis, communications, introductions, referrals, opinions or other resources presented on this website or made available through IOKI shall not, under any circumstances, be construed as financial advice, investment advice, legal advice, tax advice, product advice, intermediary services, financial planning, financial product recommendations, or any recommendation to enter into, vary, replace, purchase, sell, hold or dispose of any financial product or financial instrument.
10.1.2 Any reference to business opportunities, regulatory structures, Financial Services Providers, Key Individuals, Responsible Officers, Compliance Officers, professional resources, business models, industry trends, market information, transactions, commercial arrangements or financial services entities is provided for general information, educational, administrative, consulting, factual, business support or engagement purposes only. Such information shall not be interpreted as a recommendation, proposal, guidance or solicitation to enter into any regulated financial transaction or to purchase, invest in, or deal with any financial product.
10.1.3 IOKI does not provide financial advisory services, intermediary services, investment services, brokerage services, portfolio management services, deposit-taking services, or any service requiring authorisation as a financial services provider, broker, investment company or financial institution, unless expressly stated otherwise in writing and supported by the required regulatory authorisation.
10.2 Purpose of Content
10.2.1 The material and information provided on this website are intended solely for consultation, education, study, learning, administrative support, business support, factual information, professional engagement, regulatory awareness, governance support and general information purposes.
10.2.2 Users should not rely on any website content, communication, document, template, explanation, report, analysis, introduction or referral as a substitute for independent legal, financial, tax, regulatory, compliance, investment or professional advice. Users remain responsible for obtaining advice from appropriately qualified, licensed or authorised professionals before making any decision or taking any action.
10.2.3 IOKI may provide factual information and business support relating to regulatory processes, governance structures, professional introductions, Key Individual engagement, Compliance Officer engagement, business structuring, policy formulation, project management, business intelligence, data analysis and related consulting services. Such services are not intended to constitute regulated financial advice, investment advice, intermediary services or regulatory approval.
10.3 Jurisdictional Compliance
10.3.1 The material presented on this website is not intended for use in any jurisdiction where such use would be contrary to applicable law, regulation, licensing requirements, professional rules or regulatory restrictions. Users are responsible for ensuring that their access to, use of, and reliance on any content or service provided by IOKI complies with the laws and regulations applicable to them.
10.3.2 Where a user, client, prospective client, Financial Services Provider, professional resource or related party operates in a regulated sector or jurisdiction, that party remains solely responsible for verifying all licensing, registration, compliance, reporting, operational, governance, tax and regulatory obligations applicable to its own circumstances.
10.3.3 IOKI does not represent that any content, service, document, introduction, referral, communication or professional engagement made available through this website is suitable, lawful, authorised or compliant in every jurisdiction, regulatory category, business model or factual situation.
10.3.4 The Institute of Key Individuals (Pty) Ltd, also referred to as IOKI, is not a financial services provider, investment company, broker, bank or deposit-taking institution. IOKI does not accept client deposits, manage client funds, execute financial transactions, provide investment advice, provide financial advice, or render financial intermediary services. Users should seek independent advice from appropriately qualified and authorised professionals before making any financial, investment, legal, tax, regulatory or commercial decision.
11. IOKI DISCLAIMER
11.1 The Institute of Key Individuals (Pty) Ltd, including its directors, employees, partners, agents, representatives, contractors, consultants and affiliated service providers, shall not be liable for any loss, damage, liability, claim, cost or expense arising from the use of, reliance upon, or inability to use this website, the services, the content, communications, documents, introductions, referrals, reports, opinions, factual information or any material made available by or through IOKI.
11.2 Any information, ideas, opinions, commentary, documents, templates, reports, explanations, introductions, referrals or communications provided by IOKI are provided for general information, educational, administrative, consulting, coordination, factual, business support or engagement purposes only. Such information shall not be regarded as binding advice, legal advice, financial advice, investment advice, tax advice, regulatory approval, compliance certification, or the official view of any regulator, authority or professional body.
11.3 Users, clients, prospective clients, Financial Services Providers and related parties are responsible for independently verifying the accuracy, relevance, suitability and applicability of any information, document, introduction, referral, communication or service received from IOKI before acting on it or relying on it. Users are encouraged to obtain independent advice from appropriately qualified, licensed or authorised professionals where required.
11.4 IOKI will take reasonable care to ensure that information within its control and published on this website is prepared in good faith and is reasonably accurate at the time of publication. However, IOKI does not warrant or represent that such information is complete, current, error-free, suitable for a particular purpose, or applicable to every user, client, business, jurisdiction, regulatory category or factual situation.
11.5 IOKI disclaims any liability for any direct, indirect, incidental, special, consequential, punitive or economic loss, including loss of profits, loss of opportunity, loss of business, loss of revenue, loss of goodwill, loss of data, regulatory consequences, penalties, claims, damages or expenses arising directly or indirectly from the use of, reliance upon, delay in, omission from, or inability to use any information, link, service, document, communication, introduction, referral, report or content provided through this website or through IOKI’s services.
11.6 IOKI does not guarantee that any introduction, referral, placement, professional engagement, Key Individual engagement, Responsible Officer engagement, Compliance Officer engagement, consulting engagement, regulatory engagement or client opportunity will result in an appointment, approval, licence outcome, regulatory acceptance, commercial transaction, payment, successful engagement or continued relationship.
11.7 IOKI does not assume the statutory, fiduciary, regulatory, operational, governance, compliance, fit and proper, management or supervisory obligations of any client, Financial Services Provider, Key Individual, Responsible Officer, Compliance Officer, representative, professional resource or related party. Each party remains responsible for its own legal, regulatory, contractual and professional obligations.
11.8 Where IOKI introduces, refers, coordinates, facilitates or makes available any professional resource, client, prospective client, Financial Services Provider or opportunity, IOKI does not warrant the ultimate suitability, performance, conduct, availability, integrity, approval, appointment, continued appointment or regulatory standing of any party. Each party must conduct its own due diligence before entering into any arrangement.
11.9 IOKI shall not be liable for the acts, omissions, statements, representations, advice, services, failures, delays, misconduct, negligence, breach, regulatory non-compliance or professional conduct of any third party, including any introduced resource, client, Financial Services Provider, consultant, contractor, professional adviser, partner, agent, service provider or external website.
11.10 Nothing in this disclaimer shall exclude or limit liability where such exclusion or limitation is prohibited by applicable law. Any warranty, representation, condition or liability implied by law is excluded to the fullest extent permitted by law.
12. GLOSSARY OF TERMS
12.1 IOKI: Refers to the Institute of Key Individuals (Pty) Ltd, registration number 2019/445957/07.
12.2 TCU: Refers to these Terms and Conditions of Use, as amended from time to time.
12.3 User: Refers to any person, client, prospective client, Financial Services Provider, juristic person, entity, representative, director, shareholder, employee, contractor, consultant, service provider, website visitor or related party who accesses, uses, receives, engages with, or benefits from any IOKI service, platform, communication, introduction, referral, proposal or professional engagement.
12.4 Client: Refers to any natural person, juristic person, Financial Services Provider, prospective client, institutional client, business, organisation, entity or related party that requests, receives, considers, uses, engages with, or benefits from any service, communication, proposal, introduction, referral, facilitation or professional engagement provided by IOKI.
12.5 IOKI Client: Refers to any client, prospective client, Financial Services Provider, juristic person, institutional client, natural person, business, organisation, entity, director, shareholder, employee, representative, associate or related party that has been introduced to, serviced by, communicated with, referred to, facilitated by, proposed to, engaged with, or otherwise associated with IOKI.
12.6 FSP: Refers to a Financial Services Provider and includes any licensed, registered, applicant, prospective, dormant, operational or regulated entity that provides, intends to provide, or is associated with financial services, financial products, advisory services, intermediary services, regulatory licensing, compliance, governance or related business activities.
12.7 KI: Refers to a Key Individual as contemplated under the FAIS Act or any applicable financial services regulatory framework, and includes any person responsible for managing or overseeing the rendering of financial services by a Financial Services Provider.
12.8 RO: Refers to a Responsible Officer or any similar regulatory, operational, management or oversight role recognised under an applicable regulatory framework.
12.9 CO: Refers to a Compliance Officer or compliance function, whether internal, external, appointed, proposed, outsourced or otherwise engaged by a client, FSP or related party.
12.10 IOKI Introduced Resource: Refers to any Key Individual, Responsible Officer, Compliance Officer, representative, consultant, director, shareholder, employee, contractor, professional, regulatory resource, service provider, specialist, firm, entity or person introduced, referred, disclosed, identified, presented, recommended, connected, facilitated, assessed, coordinated or made available by IOKI to any client, prospective client, FSP, juristic person or related party.
12.11 IOKI Introduced Opportunity: Refers to any client, prospective client, FSP, project, mandate, placement, appointment, consultancy, retainer, transaction, regulatory engagement, governance engagement, compliance engagement, professional engagement, business opportunity, service opportunity, referral opportunity, licence-related opportunity, commercial opportunity or related engagement introduced, referred, disclosed, identified, presented, recommended, connected, facilitated, assessed, coordinated or made available by IOKI.
12.12 Introduction: Refers to any act by IOKI that enables a client, prospective client, FSP, user, related party or introduced resource to identify, access, communicate with, assess, consider, approach, appoint, engage or receive services from another person, entity, resource or opportunity. An introduction includes, but is not limited to, disclosure of a name, profile, CV, qualifications, experience, DOFA, regulatory suitability, licence category, appointment possibility, availability, contact details, meeting, email, WhatsApp message, telephone call, proposal, referral, document, report, discussion, presentation or communication.
12.13 IOKI Framework: Refers to the commercial, contractual, operational, communication, fee, mandate, proposal, invoice, service agreement, retainer, introduction, placement, coordination or engagement structure approved or facilitated by IOKI in respect of any client, introduced resource or introduced opportunity.
12.14 Circumvention: Refers to any direct or indirect act, omission, arrangement, communication, negotiation, appointment, employment, engagement, payment, instruction, referral, service provision or commercial dealing that bypasses, avoids, excludes, undermines, prejudices or interferes with IOKI’s role, fee entitlement, client relationship, introduced resource, introduced opportunity, goodwill, professional network, proposal, mandate, service model or commercial interest.
12.15 Related Party: Refers to any director, shareholder, beneficial owner, employee, representative, agent, consultant, contractor, subsidiary, holding company, affiliate, associate, connected person, nominee, related entity, successor, assignee, funder, partner, professional adviser or any person or entity acting directly or indirectly on behalf of, through, under, or in association with a client, FSP, user, introduced resource or introduced opportunity.
12.16 Competing Services: Refers to any services that are the same as, similar to, connected with, derived from, replacing, substituting, overlapping with, or competitive with services offered, proposed, coordinated, facilitated or provided by IOKI, including but not limited to Key Individual introduction, Responsible Officer introduction, compliance support, governance support, regulatory engagement support, company structurisation, policy formulation, business valuation, project management, regulatory consulting, training support, administrative coordination, professional placement, payroll, accounting, tax consulting, artificial intelligence support, robotic process automation and business intelligence support.
12.17 Direct Engagement: Refers to any employment, appointment, mandate, consultancy, retainer, directorship, representative appointment, Key Individual appointment, Compliance Officer appointment, Responsible Officer appointment, shareholder arrangement, contractor arrangement, advisory arrangement, payment arrangement, service arrangement or other commercial, professional or regulatory arrangement concluded outside the IOKI Framework.
12.18 Regulatory Independence: Refers to the ability and obligation of a Key Individual, Responsible Officer, Compliance Officer or professional resource to exercise independent professional judgment, comply with applicable law, fulfil fiduciary and regulatory obligations, escalate governance concerns, report regulatory breaches, refuse to act where appropriate, and perform their approved role without improper interference.
12.19 Operational Ability: Refers to the practical ability of a Financial Services Provider and its appointed persons to manage, oversee, control and supervise the licensed or regulated activities of the business, including access to information, access to systems, reporting lines, decision-makers, governance structures, financial information, compliance records, policies, procedures, resources and escalation mechanisms.
12.20 KIVA: Refers to the Key Individual Valuation Assessment Certificate or any related assessment, matrix, scoring, review or evaluation process developed, coordinated or used by IOKI.
12.21 CPD: Refers to Continuous Professional Development.
12.22 DOFA: Refers to Date of First Appointment.
12.23 SAQA: Refers to the South African Qualifications Authority.
12.24 FSCA: Refers to the Financial Sector Conduct Authority.
12.25 FAIS Act: Refers to the Financial Advisory and Intermediary Services Act, 37 of 2002, as amended from time to time, including any subordinate legislation, board notices, conduct standards, regulatory notices or guidance issued under it.
12.26 FMA: Refers to the Financial Markets Act, 19 of 2012, as amended from time to time.
12.27 FSRA: Refers to the Financial Sector Regulation Act, 9 of 2017, as amended from time to time.
12.28 FICA: Refers to the Financial Intelligence Centre Act, 38 of 2001, as amended from time to time.
12.29 POPIA: Refers to the Protection of Personal Information Act, 4 of 2013, as amended from time to time.
12.30 PAIA: Refers to the Promotion of Access to Information Act, 2 of 2000, as amended from time to time.
12.31 NCA: Refers to the National Credit Act, 34 of 2005, as amended from time to time.
12.32 NCR: Refers to the National Credit Regulator.
12.33 CIPC: Refers to the Companies and Intellectual Property Commission.
12.34 SARS: Refers to the South African Revenue Service.
12.35 SARB: Refers to the South African Reserve Bank.
12.36 PASA: Refers to the Payments Association of South Africa.
12.37 IRBA: Refers to the Independent Regulatory Board for Auditors.
12.38 JSE: Refers to the Johannesburg Stock Exchange.
12.39 FAIS Ombud: Refers to the Ombud for Financial Services Providers or any successor body.
12.40 BI: Refers to Business Intelligence.
12.41 AI: Refers to Artificial Intelligence.
12.42 CA: Refers to Chartered Accountant.
12.43 CFA: Refers to Chartered Financial Analyst.
12.44 CFP: Refers to Certified Financial Planner.
12.45 CAIA: Refers to Chartered Alternative Investment Analyst.
12.46 SAICA: Refers to the South African Institute of Chartered Accountants.
12.47 SAIFM: Refers to the South African Institute of Financial Markets.
12.48 SAIBA: Refers to the South African Institute of Business Accountants.
12.49 Business Day: Refers to any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa.
12.50 Written Consent: Refers to clear written approval issued by IOKI through an authorised representative, including by signed document, email or other traceable written communication from an official IOKI communication channel.
