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Microsoft South Africa (Pty) Ltd

Equity Equivalent Investment

Programme

(MS EEIP)

EEIP Initiative: Digital

Transformation Programme

Request for Application

(RFA)

Date Issued: 31 October 2019


Table of Contents

Disclaimer ........................................................................................................................................................................... 3

Definitions .......................................................................................................................................................................... 4

Microsoft Equity Equivalent Investment Programme (MS EEIP) ................................................................... 7

EEIP Initiative: Digital Transformation Programme ......................................................................................... 10

Request for Application ............................................................................................................................................. 11

Application Completion Guide ............................................................................................................................... 16

Terms and Conditions ................................................................................................................................................ 17


Disclaimer

This document constitutes a request for applications (RFA) addressed only to Broad Based Black

Economic Empowerment (B-BBEE) Black Industrialists and Gazelles, conducting their business

within the manufacturing industry in the Republic of South Africa.

The RFA is subject to Terms and Conditions. Microsoft shall not be liable for any direct, indirect,

consequential or other losses or damages including loss of profit that may be incurred by any

person including, but not limited to, an Applicant, Short Listed Applicant or Successful Applicant,

or any director, officer or associated company thereof, as a result of any reliance on or use of this

RFA or as a result of the RFA process contemplated in this RFA document.

Microsoft makes no representations, undertakings or warranties whatsoever to any person in

respect of the RFA or any information contained in the RFA.

This RFA and the information contained therein is confidential and proprietary to Microsoft and

may not be used, reused, copied or distributed for any purpose, other than in relation to the RFA

process, without Microsoft’s prior written consent.


Definitions

Unless the context clearly indicates a contrary intention, the following expressions in this request

for applications (RFA), shall bear the following meanings and related expressions shall bear

corresponding meanings:

a) Applicant – a legal entity, known as a BI or Gazelle in the manufacturing industry, which

properly registers as an Applicant to the Programme and submits an Application to Microsoft

for selection onto the Programme.

b) Application – the Application submitted or to be submitted by an Applicant to Microsoft in

response to the RFA, comprising of the Business Overview & Insights template, required

financials and other supporting documents.

c) Application Period – the period commencing on 31st October 2019 and ending at 17H00

South African time on 13th December 2019.

d) At Least 51% Black Managed Company – an entity in which Black people have a right to

manage and appoint the majority of directors of such entity and such directors enjoy at least

51% of both the total Exercisable Voting Rights at board meetings.

e) At Least 51% Black Owned Company – an entity in which Black people hold at least 51% of

the total Economic Interest and Exercisable Voting Rights in such entity.

f) At Least 30% Black Women Owned Company – an entity in which Black women hold at least

30% of the total Economic Interest and Exercisable Voting Rights in such entity.

g) B-BBEE Act – the Broad-Based Black Economic Empowerment Act No 53 of 2003, as amended.

h) B-BBEE Certificate – A B-BBEE certificate issued by a SANAS accredited verification agency or

an IRBA accredited body. In the absence of such, a sworn affidavit for a B-BBEE Exempted

Micro Enterprise (with an annual revenue of R10 million or below) or Qualifying Small

Enterprise (with an annual revenue of between R10 million and R50 million) will be accepted.

i) BI – Black Industrialist has the same meaning set forth in the dti Black Industrialist Policy

document, published in 2015 by the dti, and are within the dti’s Black Industrialist Programme

(for manufacturing).

j) Black People – as per the B-BBEE Act, natural persons who are Africans, Coloureds and Indians,

that are citizens of the Republic of South Africa either by: (a) birth or descent, or (b) by

naturalisation occurring: (i) before 1994, or (ii) after 1994, but who would have qualified for

naturalisation before 1994 had it not been for the Apartheid policy. This definition includes

South African Born Chinese as per the High Court Ruling of June 2008.


k) Business Overview & Insights – the information relating to an overview of the current

business and future business insights, that must be completed and submitted by the

Applicants, based on the Business Overview & Insights template.

l) Closing Date – 13th December 2019 at 17H00 South African time, being the last date on

which the Applicants may submit their Applications for participation in the Programme.

m) Codes – the dti Codes of Good Practice, February 2007 on Broad-Based Black Economic

Empowerment issued in terms of the B-BBEE Act and Information and Communication

Technology Sector Code issued under Section 9 (1) of the BBE Act, and gazette on 7 November

2016 under Gazette number FN1387/2016.

n) Contract – means the Digital Transformation Journey Investment and Support Agreement to

be concluded between Microsoft and a Successful Applicant, in terms of which, inter alia,

Microsoft agrees to invest in the Successful Applicant’s business, all in accordance with the

terms and conditions of the Contract.

o) DAS – means Microsoft’s digital advisory services consultant, which will be engaged by

Microsoft to provide the support and services relating to the Digital Transformation Journey;

p) Digital Transformation – means the transformation of the BI and Gazelles’ business activities

and processes through digitalisation, or the integration of digital technologies into the

relevant areas of their business.

q) Digital Transformation Journey – means the conceptual journey that the BIs and Gazelles

would go through to digitally transform their business and will include the Dream Phase and

the Design Phase (and only if applicable, the Deliver Phase).

r) Digital Transformation Programme – means the Programme in terms of which Microsoft

will select and appoint the BIs and Gazelles to embark on the Digital Transformation Journey;

s) dti– the Department of Trade and Industry of the Republic of South Africa.

t) Economic Interest – the proportionate right that a shareholder or member (as the case may

be) has, based on its shareholding or member interest, to the distributable profits of an entity.

u) Exercisable Voting Right – the right that a shareholder and director, in the case of a company,

and a member, in the case of a close corporation, has in such entity to vote at meetings of

such entity.

v) Gazelles – are manufacturing members of the National Gazelles under the SME support

programme of SEDA and the Department of Small Business Development.

w) Microsoft – Microsoft (S.A) (Proprietary) Limited, a limited liability company established in

accordance with the laws of the Republic of South Africa with registration number

1992/000839/07.


x) Microsoft EEIP – Microsoft Equity Equivalent Investment Programme.

y) Microsoft EEIP Website – the website established by Microsoft to also support the RFA

process, being www.microsoft.com/en-za/eeip.

z) Programme – the Fourth Industrial Revolution (4IR) in Manufacturing initiative, which is part

of the Microsoft Equity Equivalent Investment Programme (EEIP) as approved by the dti,

pursuant to which Microsoft will invest in the Successful Applicants with the objective of

assisting the Successful Applicants in their businesses, through the Digital Transformation

Journey, as set out more fully in the Contract.

aa) RFA – the request for application issued by Microsoft on the RFA Launch Date, inviting

qualifying BIs and Gazelles to apply for consideration and possible selection as a participant

in the Programme.

bb) RFA Launch Date – 31st October 2019, or such other date determined by Microsoft in writing

and at its sole discretion.

cc) Short Listed Applicant – an Applicant that has been informed, in writing, by Microsoft that it

has been short listed.

dd) Submission Date – the date on which an Applicant submits its Application, provided that such

date is on or before the Closing Date.

ee) Successful Applicant – any Short Listed Applicant, which has been selected, in writing, by

Microsoft, to participate in the Programme and who concludes the Contract.

ff) Terms and Conditions – the Terms and Conditions applicable to this RFA, as set out herein

below.

http://www.microsoft.com/en-za/eeip


Microsoft Equity Equivalent Investment Programme

(MS EEIP)

Who is Microsoft South Africa?

Microsoft enables digital transformation for the era of an intelligent cloud and an intelligent edge.

The company’s mission is to empower every person and organisation on the planet to achieve

more. The breadth and depth of this mission unlocks unprecedented opportunity as technology

transforms every industry and has the power to make a difference in the lives of everyone.

We are in a crucial time for South Africa, and the broader continent when it comes to technology

and innovation. We are in the midst of the Fourth Industrial Revolution and we can already see

that this revolution will be unlike anything humankind has experienced before. Powerful

technologies such as cloud computing and artificial intelligence are transforming how we live and

work and opening the door to solutions to some of the world’s most pressing problems.  New

economies have been created, exploiting the promise of technology, bringing with them the

potential of new jobs and new ways of working. The Fourth Industrial Revolution will bring many

challenges and opportunities to South Africa, and Africa.

Microsoft is committed to accelerating the pace of digital transformation in South Africa, in a

trusted and responsible manner, through key investments to realise the economic impact. These

investments are focused in four core areas: Infrastructure, Innovation, Skills Development and

Trust.

By partnering with individuals, business, government and non-governmental agencies Microsoft

is working to make digitalisation in the Fourth Industrial Revolution easier. In so doing, it is driving

improved access to the training, skills, infrastructure and tools needed to deal with the disruptive

nature of the digital revolution.

As a result of Microsoft’s continued focus and investment in South Africa, it has been awarded a

Level 2 B-BBEE status, making it one of the most empowered ICT multinationals in the country.

What is an Equity Equivalent Investment Programme?

An Equity Equivalent Investment Programme (EEIP) is a programme approved by the Department

of Trade and Industry (dti) which enables multinational organisations, who qualify, to be exempt

from selling equity / shares in their South African operations. In lieu of selling equity / shares,

multinationals that qualify have to make an approved equivalent investment into a programme

designed to meet the goals and objectives of Broad-Based Black Economic Empowerment (B-

BBEE).


Why did Microsoft South Africa embark on an Equity Equivalent Investment Programme?

We are in the midst of the Fourth Industrial Revolution. Technology is fundamentally changing

how we live, learn and work. While it is recognised that emerging technologies present an

opportunity to grow economies and address some of societies key socio-economic challenges,

there is also a real fear that the world will become further divided.

Microsoft is making key investments in South Africa to ensure that we are accelerating the pace

of digital transformation in the country and enabling every individual to benefit from the digital

era.

The Equity Equivalent Investment Programme (EEIP) forms part of these investments into South

Africa to help individuals, businesses, and Government successfully navigate the Fourth Industrial

Revolution.

What is the Microsoft Equity Equivalent Investment Programme (EEIP)?

In March 2011, Microsoft South Africa launched our EEIP. Over the course of the programme, we

identified, selected and engaged with eight, small, black-owned Independent Software Vendors

(ISVs), with the primary objective of developing them through targeted investments based on

their specific needs, IP development requirements, the market they operate in and international

expansion strategies.

Microsoft’s investment into the ISVs contributed to IP creation, software development, revenue

generation, job creation, skills development, and the economy through the supply chain processes

in the areas of infrastructure (IT & non-IT), people, skills development, marketing and sales, and

business-related expenses.

In March 2019 Microsoft launched its next phase of EEIP, of which the main objective is to support

South Africa’s transformation imperatives through investing in the initiatives which focuses on

driving digital transformation and economic empowerment in South Africa.

Microsoft has evolved its original EEIP to include investment in technology solutions in agriculture

and digital transformation in manufacturing, just two sectors where key government priorities and

Microsoft focus areas overlap, to help transform these industries and have a tangible impact.

Microsoft’s EEIP is also funding skills development among South Africa’s young software

developers, making them more employable, and there will be continued investment in the

Independent Software Vendor sector to strengthen local South African intellectual property as

well as accelerate their growth in the global market.

This evolved EEIP demonstrates Microsoft’s commitment to digital transformation, skills

development and experiential learning, as well as the enablement of innovation and technological


advancement in South Africa. It economically benefits the country and demonstrates that we are

investing in the right initiatives to ensure the inclusion, diversity and success in the digital

economy.

At Microsoft we strongly believe that substantial investment in infrastructure, innovation, skills

development and trust will help South Africa navigate the Fourth Industrial Revolution and set the

country up for digital success.

What is the objective of this Request for Applications (RFA) process?

The objective of this RFA process is to enable Microsoft to select qualifying BIs and Gazelles to

participate in the Digital Transformation Programme , which is one of the key initiatives and focus

areas included in the Microsoft Equity Equivalent Investment Programme. Microsoft wants to

make digitalisation in the Fourth Industrial Revolution easier for businesses in the manufacturing

sector and wishes to help transform this industry and have a tangible impact.


EEIP Initiative: Digital Transformation Programme

The Manufacturing industry in South Africa has been selected as one of the focal areas where

Microsoft’s Equity Equivalent Investment Programme (EEIP) will channel its investment, via the

Digital Transformation Programme.

This EEIP Initiative focuses on how the 4th Industrial Revolution can have an impact within the

Manufacturing sector, by supporting Black Industrialists and Gazelles to unlock their business

potential through a digital transformation strategy within their business in South Africa.

The Digital Transformation Programme will offer up to 12 qualifying Black Industrialists and

Gazelles the opportunity to embark on a Digital Transformation Journey, by providing assistance

in developing a tailored Digital Transformation strategy for the Successful Applicants, with overall

funding for implementation of up to R10 million (Ten Million Rand) in total for the Programme.

Digital transformation is about reimagining how you bring together people, data, and processes

to create value for organisations and their customers, and maintain a competitive advantage in a

‘digital-first’ world.

The goal of digital transformation is to help organisations find new ways of generating value using

modern technologies like Cloud, Artificial Intelligence and Machine Learning among others.

Successful organisations are those that are better able to leverage these technologies to engage

their customers, empower their employees, optimize their operations and even transform the

products and services they sell. Through participation in the Digital Transformation Programme,

the Successful Applicants will be able to leverage the expertise and experience of Microsoft Digital

Advisory Services to envision and plan their Digital Transformation Journey in detail, co-creating

a strategy and focused plans that are aligned to their business goals and objectives.

.


Request for Application

RFA Criteria

The Digital Transformation Programme initiative within the Microsoft Equity Equivalent

Investment Programme (EEIP) is targeted at selecting a limited number of BIs and Gazelles that

meet the following criteria:

a) At least 51% black owned (see definition in the RFA);

b) Formally operating for at least three years*;

c) BBBEE level four or better;

d) Black women ownership of at least 30% or better*;

e) Is a dti-approved BI or SEDA-approved Gazelle, doing business in the manufacturing

sectors;

f) Minimum turnover of R1 million per annum;

g) The businesses a ‘healthy going concern’ and is actively selling their manufactured

product(s) into a viable market or markets;

h) Owner(s), shareholder(s), and leadership are responsible for and involved in the business,

have a vested interest in its success, and are willing to engage throughout the Digital

Transformation Journey.

*Companies that fall outside of criteria above will not be excluded solely on this factor.

In addition, entities that are at least 51% black owned and managed, or have at least 30% black

women ownership, or a B-BBEE status of level 4 or higher, or have their manufacturing facilities

outside Gauteng, Western Cape or KwaZulu Natal, may receive higher consideration during the

evaluation process.


The Approach, Deliverables, Investment and Support Areas

The Microsoft Digital Transformation Programme is designed to ensure that Successful Applicants

receive investment and support for their Digital Transformation Journey. If selected, successful

BIs and Gazelles will embark on a Digital Transformation Journey together with a Microsoft DAS.

The approach, deliverables, investment and support that will be provided will include the

following:

1. Book of Dreams

A co-created custom digital transformation journey plan, otherwise known as a “book of

dreams” will be developed, to define the organisation’s programme of change. This will be

done with each selected BI and Gazelle, as part of the ‘Dream’ phase of the Digital

Transformation Journey.

2. Business Case Analysis

Develop a list of priority interventions that will have the greatest impact both financially and

on downstream beneficiaries, and consider the return on investment of each initiative, as part

of the ‘Design’ phase of the Digital Transformation Journey.

3. Implementation Plan

Develop a detailed implementation plan for high priority initiatives as part of the ‘Design’

phase of the Digital Transformation Journey.

4. Implement Digital Transformation Initiatives

Microsoft to provide some financial* support (up to R10m in total for the Programme) and

non-financial support to implement high priority and high impact digital transformation

initiatives, during the ‘Implement and Deliver’ phase of the Digital Transformation Journey.

Implementation can be executed via service providers and suppliers who are skilled in the

required areas of expertise and may require Successful Applicants to access other funding

depending on cost, if the Microsoft funding* is not sufficient.

Please note that Microsoft will not under any circumstances during the Programme acquire equity

in the BIs and Gazelles. The BIs and Gazelles will remain independent organisations and no

payback required by Microsoft.


The Microsoft DAS Engagement

The Microsoft Digital Advisory Services engagement assists with accelerating business strategy

through change across people, process and technology. This engagement will focus on digital

business design and change agents to drive digital transformation.

During the Digital Transformation Journey, the Digital Advisory Services engagement will be led

by a highly skilled Microsoft Digital Advisor, who will work closely with the Successful Applicant

to drive, orchestrate and document a co-created Digital Transformation Journey.

Four focus areas of Digital Transformation

The following areas have been identified as potential areas within the manufacturing business

where the Successful Applicant will benefit from the Digital Transformation Programme.

1 Empower employees: Leveraging technology to get the right information and the right

tools into the hands of employees to enable them to be more effective in their work.

2

Optimise operations: Leveraging technology to improve the performance of current

processes – manufacturing, sales, marketing, finance.

3 Customer engagement: Leveraging technology to improve customer experience,

customer satisfaction, and interaction with customers using the channels they prefer.

4 Product transformation: Leveraging technology to innovate on the value proposition to

the market by developing new products and business models.

The benefits of Digital Transformation, therefore, may not be directly in the process of producing

a product, but may address how the business interfaces with its customers and partners, or how

it better enables employees in critical roles to be more effective, or how it optimizes and

streamlines or improves ongoing operational aspects of the business.

Governance

Microsoft will manage the entire RFA process and the dti may observe during the process.

Microsoft may appoint business consultants to assist during the process, as well as establish an

evaluation panel. Applicants shall not contact Microsoft or its appointed representatives outside

the communication channels as set out in the section headed “Questions and Contact Details”

below. Any Applicant who fails to comply with this instruction may be disqualified.


Next Steps and Timelines

1 To apply, please complete the online application and upload the requested supporting

documentation via the following address: www.microsoft.com/en-za/eeip

2 Ensure your application includes: completed Business Overview & Insights template,

requested financials and supporting documents.

3 The RFA closes at 17H00 South African time on the Closing Date. No late submissions

will be considered.

4 Only Short Listed Applicants will be required to submit additional information and other

supporting documentation, as part of the second level of evaluation.

5 Then, if selected to proceed to the third level, Short Listed Applicants will be required

to present to the evaluation panel in Johannesburg1 at a date to be determined by

Microsoft.

6 Applicants who are selected by the evaluation panel will be required to make themselves

available for a technical, business and operational due diligence at their business premises.

Exact dates for each selected BI and Gazelle will be communicated following the evaluation

panel process.

7 Short Listed Applicants who are selected to progress after the completion of the due

diligence process, will be notified in writing and presented with a Contract containing the

Terms and Conditions on which Microsoft proposes to engage with the BIs and Gazelles.

8 Successful Applicants are BIs and Gazelles who have concluded a Contract to the

satisfaction of both parties.

1Applicants will be responsible for their own transport and related costs to attend short listed interviews.



Questions and Contact Details

Should you have any questions during the RFA process, please send all questions via e-mail

to: "mailto:" [email protected]

Please do not contact Microsoft or its appointed representatives directly. All Applicants,

whether successful or not, will be notified by e-mail.

We wish you and your organisation the very best of luck and look forward to receiving your

completed Application.

Yours Sincerely

Lillian Barnard Colette Damant

Managing Director EEIP Manager

Microsoft South Africa Microsoft South Africa


Application Completion Guide

Please take note of the following when completing your company’s Application:

1 All information provided will be held in the strictest confidence and handled as per the

Standard Terms and Conditions attached to this RFA.

2 The Business Overview & Insights template and the required financials and supporting

documents are the documents that Applicants will need to complete and submit online.

Please do not alter the format, change the order, add or delete any part of the Business

Overview & Insights template. Please complete all sections of the online RFA form and

Business Overview & Insights template and submit online all required financials and

supporting documents – If a particular section does not apply to your organisation, please

mark it N/A.

3 Please be as concise as possible, briefly responding to each section of the form and template.

Only provide as much information as you require to respond.

4 Please direct all application questions and queries to: [email protected] Confirmation

of receipt of the query will be sent within two working days from date of receipt.

5 The completed application form including the Business Overview & Insights template, required

financials, supporting documents and the acceptance of the Disclaimer and the Terms and

Conditions in this RFA must be submitted online at: www.microsoft.com/en-za/eeip. The

application process is only complete once the Applicant has clicked on the “submit” button

and received an e-mail to confirm their submission.

6 Applicants shall not be entitled to change or re-submit their Applications after they have

successfully submitted their Applications. An Applicant shall receive written confirmation, by

email, upon the submission of its Application. Such confirmation will not comprise any

representation by Microsoft that the Applicant’s submission is complete or correct or has been

properly effected.

All applications must be completed and submitted online by no later than 17H00 South

African time on 13th December 2019.



Terms and Conditions

1. GENERAL

Subject to the provisions of the request for application (RFA), Microsoft may accept or reject the

whole or any part of any Application submission without incurring any liability whatsoever to any

party, including the Applicants.

Each Applicant’s Application shall constitute material representations which will form the basis of

any Contract to be concluded between Microsoft and a Successful Applicant.

No agreement will be deemed to have been reached with any Successful Applicant if the

agreement has not been agreed and executed by an authorised representative of Microsoft.

Accordingly, Successful Applicants have no rights express or implied, with respect to Microsoft as

a result of their participation in the RFA process.

This RFA document constitutes the sole record of the RFA process in relation to the Programme

and overrides all other communications (verbal or otherwise) by Microsoft to the Applicants or

prospective Applicants about the Programme.

2. SUBMISSIONS, LATE AND INCOMPLETE APPLICATIONS

2.1 Registration and Submission

2.1.1 In order to be eligible to make an Application, Applicants must as a first step register

their expression of interest by properly completing, in full, the RFA registration form via

the Microsoft EEIP Website. Applicants shall be informed, in writing, upon the proper

completion of the registration form. Applicants may download the RFA and Business

Overview & Insights template at any time.

2.1.2 All Applications must be submitted online via the Microsoft EEP website

(www.microsoft.com/en-za/eeip) as directed therein.

2.1.3 Applicants may only submit one Application each. Microsoft reserves the right to disqualify

any Applicant who submits more than one Application.

2.1.4 Applications may be submitted at any time during the Application Period, provided that

no Applications shall be submitted or accepted after the Closing Date.

2.1.5 Applicants shall not be entitled to change or re-submit their Applications after they have

successfully submitted their Applications. An Applicant shall receive written confirmation,

by email, upon the submission of its Application. Such confirmation will not comprise any

representation by Microsoft that the Applicants’ submission is complete or correct or has

been properly effected.

2.1.6 Applicants must provide all the information requested and specified in the RFA and in

these terms and conditions.



2.1.7 Applications submitted on time by Applicants shall not be returned and shall remain the

property of Microsoft.

2.1.8 Applicants warrant their Applications to be true and correct and not to be misleading.

3. Incomplete Applications

Upon the submission of the Applications, Microsoft or its appointed representatives will check

whether all the information and supporting documentation required by this RFA have been

submitted correctly and completely. If an Application is incomplete, Microsoft reserves the right

to and may request, at its sole discretion, an Applicant to submit the outstanding information or

documents, provided that no changes or amendments to an Application will be permitted.

An Application that is incomplete may, at Microsoft’s sole discretion, be disqualified without

requesting further information.

3.1 Late submissions

Microsoft shall not consider any Applications submitted after the Closing Date.

4. EVALUATION BASIS AND PROCESS

Microsoft expressly reserves the right and option to use whatever evaluation and selection criteria

it deems appropriate in selecting Successful Applicants. However, subject to the provisions below,

Microsoft shall evaluate Applications on the following elements below, utilising the online

application form, requested financials, supporting information, Business Overview & Insights

template, and any additional information required, as well as the presentation and due diligence:

4.1 A qualifying and verified BI or Gazelle in the manufacturing sector, with its legal entity

established in accordance with the laws of RSA and with a valid registration number,

formally operating for a minimum of three years, with existing and suitable physical

premises within South Africa;

4.2 Black Economic Empowerment status;

4.3 Actively selling their manufactured product(s) into a viable market or markets, either

locally or internationally;

4.4 Businesses should be healthy going concerns (not in business rescue or in a business

turnaround phase), with the potential to improve competitiveness, accelerate

performance in a core metric, or realize a strategic investment in Digital capability, that

will deliver a return on investment over time;

4.5 Capacity and capability to digitally transform the current business;

4.6 There is passion and drive in the business to transform digitally, with the correct level of

executive sponsorship and commitment, and appropriate resources made available;


4.7 Showing willingness to engage and be able to benefit from Digital Transformation, that is

the leveraging of technology to transform an aspect of their business that could bring

impact to themselves, their customers and the country.

Notwithstanding the provisions of the clause immediately above, Microsoft shall be entitled at

any time and from time to time at its sole and absolute discretion to vary, change and amend the

evaluation criteria in the clause immediately above or to use any other criteria that Microsoft

deems appropriate.

In order to evaluate and adjudicate Applications effectively, it is imperative that Applicants submit

responsive Applications. To ensure that an Application will be regarded as responsive, it is

imperative to comply with all conditions pertaining to the Application and to complete all the

mandatory fields and questionnaires and submit requested supporting documentation.

All Applications duly lodged will be evaluated in accordance with the evaluation criteria

determined by Microsoft, at its sole discretion.

If required, Microsoft shall appoint business consultants and establish an evaluation panel which

shall be responsible for evaluating and adjudicating the Applications.

Microsoft may disqualify an Application submission if any response by the Applicant is false,

incomplete or misleading or if the Applicant has committed or attempted to commit a corrupt or

fraudulent act during this RFA process.

Microsoft may disqualify an Applicant if that Applicant, or any of its shareholders, members or

directors:

a) has been found guilty of any crime or has committed any fraud or has been found guilty of

corruption or any other improper conduct;

b) is placed under provisional or final liquidation or provisional or final judicial management or

any legal suit, action or proceeding is commenced or any application is made or any other

steps are taken by any party whatsoever for the winding up or liquidation (whether voluntary

or involuntary, provisional or final), judicial management (provisional or final) or deregistration

or for the appointment of a liquidator, judicial manager or similar officer over any of their

assets;

c) is restricted from doing business with the public sector, if such Applicant obtained preferences

fraudulently or if such Applicant failed to perform on a contract based on the specific goals,

or is blacklisted by Microsoft for any reason from doing business with Microsoft.


5. NON-COMMITMENT

5.1 Microsoft is not bound to accept any of the Applications submitted;

5.2 Microsoft reserves the right to withdraw or amend this RFA by notice in writing to all

parties who have registered their expression of interest via the Microsoft EEIP Website or

who have submitted an Application prior to the Closing Date; and

5.3 Each Applicant shall bear all costs and expenses that it has incurred in preparing and

submitting its Application and shall not be reimbursed for any such costs and / or

expenses.

6. CONFLICT OF INTEREST

Immediate family members and / or legal dependants of Microsoft’s employees or employees of

Microsoft’s advisors and representatives (in relation to this RFA process) (“employees”) are not

permitted to participate in the RFA process and any Application that they submit shall be

disregarded by the evaluation panel and / or Microsoft. For purposes of this clause, an ‘immediate

family member’ means an employee’s mother, father, sibling, spouse or partner and any children

of the aforementioned. A ‘legal dependant’ means that employee’s children and any other person

who is financially dependent on such employee.

7. FRAUD AND CORRUPTION

All Applicants must take note of the implications of contravening the Prevention and Combating

of Corrupt Activities Act, Act No 12 of 2004 and any other applicable Act. Applicants are expected

to conduct themselves with high ethical standards, and comply with the Microsoft Anti-Corruption

Policy for Representatives which may be found here https://www.microsoft.com/en-

us/legal/compliance/anticorruption/reppolicy.aspx.

8. GIFTS AND FAVOURS

Applicants shall not offer any gifts or favours of any kind to any employees, representatives and

advisors of Microsoft, regardless of the value, during the RFA process until execution of the

agreement.

9. CLARIFICATIONS

Any clarification required by an Applicant regarding the meaning or interpretation of the RFA, the

Microsoft Equity Equivalent Investment Programme (EEIP), the initiative or any other aspect

concerning the submission, is to be requested in writing by e-mail only to

[email protected]. All responses to clarification queries shall be in writing.

Applicants shall not contact Microsoft or its appointed representatives outside the communication

channels as set out above. Any Applicant who fails to comply with this instruction may be

disqualified.

https://www.microsoft.com/en-us/legal/compliance/anticorruption/reppolicy.aspx

https://www.microsoft.com/en-us/legal/compliance/anticorruption/reppolicy.aspx

mailto:[email protected]


Applicants shall not contact Microsoft or its appointed representatives on any matter pertaining

to their Application from the Closing Date.

Any effort by an Applicant to influence the evaluation, Application comparisons or award decisions

in any matter, may result in the disqualification of the Application concerned.

10. VERIFICATION AND DUE DILIGENCE

Applicants, their shareholders, members and directors hereby consent to submit themselves and

authorise Microsoft and its advisors to conduct any verification investigation, search or forensic

audit, that Microsoft deems necessary, in respect of any of them.

The Short Listed Applicant shall grant Microsoft the right, at any time, to undertake a due diligence

investigation in relation to its affairs (including without limitation all the contracts, assets and

liabilities thereof and all competition–related issues) and the general financial, legal, technical and

operational position of the company involving such steps as Microsoft may deem appropriate.

The Short Listed Applicants undertake to fully co–operate with Microsoft and its representatives

and to ensure that their financial, legal, technical and operational advisors and auditors likewise

co-operate with Microsoft and its representatives and to make available during normal business

hours, to Microsoft, its employees, attorneys, auditors and other representatives, all such

documents, contracts, reports and printouts and all other records and information, as Microsoft

and / or any of its representatives may require.

11. SHORT LISTED APPLICANTS

The Applicants shall be short listed by Microsoft and/or the evaluation panel and the Short Listed

Applicants shall be informed, in writing, by Microsoft or its advisors.

The Short Listed Applicants shall each be invited to face to face interviews with the evaluation

panel, at such time and on such date determined by Microsoft. All Short Listed Applicants are

expected to make themselves available for such interviews at their own cost.

12. SUCCESSFUL APPLICANTS

Successful Applicants are BIs and Gazelles who have concluded a Contract to the satisfaction of

both parties.

Microsoft shall be entitled to make any public announcements regarding the selection of the

Successful Applicants and to disclose their identity.

13. CONFIDENTIALITY

The information contained in the RFA is confidential and must be treated as such by Applicants.

Applicants shall not furnish any information, make any statement or issue any document or other


written or printed material concerning this RFA, the acceptance of any Application in response to

this RFA, or any resulting agreements, for publication in any media without the prior written

approval of Microsoft.

Microsoft undertakes to the Applicants that it will treat as confidential their Application

submissions together with all information whether of a commercial, financial, personal or technical

nature or otherwise relating in any manner to their businesses or affairs disclosed in their

Applications and will not disclose such information to any person or entity (other than to its

employees who need to know), representatives, the evaluation panel, auditors and other

professional advisers) or to the media, and will not use such information other than for the

purposes of the RFA, subject always to any prior specific authorisation in writing by the Applicant

concerned.

Please note that the Applicant may appoint a proxy who will be authorized to complete and

upload all required information as part of the Application. By completing and uploading

documentation as part of this Application, the Applicant confirms that the information given in

this is true, complete and accurate. In performing its obligations under this Application, the

Applicant shall comply with the provisions of the prevailing privacy and data protection legislation

governing the collection, use and processing of Personal Information as defined in the relevant

legislation.

14. INDEMNITY

Microsoft and any other members of its group, including their directors, officers, employees,

advisors, contractors and agents do not:

a) make any warranty or representation (express or implied) as to the currency, accuracy,

reliability or completeness of the contents of the RFA or any other written or oral information

made available regarding the opportunity in this RFA during the process leading to the

selection of the Successful Applicants; or

b) accept any responsibility arising in any way for any errors in or omissions from any information

or for any lack of clarity, accuracy, reliability or completeness of any information made

available during the RFA process; or

c) accept any liability for any loss or damage (including consequential loss or damage or loss of

revenue, loss of profit or loss of opportunity) suffered or incurred by any recipient or any other

person as a result of or arising out of that person using, disclosing or acting on any information

made available during the RFA process, whether the loss or damage arises in connection with

any negligence, default or lack of care by Microsoft or any other Microsoft group company,

including their directors, officers, employees.


15. GOVERNING LAW

This RFA shall be governed by the laws of the Republic of South Africa.

16. DISCLAIMER

It is recorded that the RFA and these terms and conditions are subject to the disclaimer set out in

the RFA Document.

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