Service Agreement Template South Africa

Service Agreement

Document ID: TR-SA-001 Effective Date: [____/____/2026]

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Instructions for Use

• This template should be completed by the legal or procurement department, in conjunction with the business unit requesting or providing the services, prior to presentation for signature.
• Retain the signed original agreement and all attachments in a secure digital repository and/or physical file for a minimum of seven (7) years from the agreement's termination or expiry date, whichever is later, in accordance with corporate retention policies and statutory requirements.
• Mandatory attachments include a detailed "Schedule of Services" (Appendix A) and "Fee Schedule" (Appendix B), and any other supporting documentation referenced herein (e.g., project plans, specifications, service level agreements).

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1. Parties

This Service Agreement (the "Agreement") is made and entered into on this [__________] day of [__________], [__________] (the "Effective Date")

BETWEEN:

1.1. Client: * Legal Name: [__________] * Registration Number: [__________] * Type of Entity: [ ] Private Company [ ] Public Company [ ] Close Corporation [ ] Other: [__________] * Physical Address: [__________] [__________] [__________] * Postal Address: [__________] [__________] [__________] * Represented by: [__________] * Title: [__________] * (Hereinafter referred to as "the Client")

AND

1.2. Service Provider: * Legal Name: [__________] * Registration Number: [__________] * Type of Entity: [ ] Private Company [ ] Public Company [ ] Close Corporation [ ] Sole Proprietor [ ] Other: [__________] * Physical Address: [__________] [__________] [__________] * Postal Address: [__________] [__________] [__________] * Represented by: [__________] * Title: [__________] * (Hereinafter referred to as "the Service Provider")

The Client and the Service Provider are collectively referred to as "the Parties" and individually as "a Party".

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2. Preamble / Background

2.1. The Client requires [__________] services related to [__________]. 2.2. The Service Provider possesses the necessary expertise, skills, and resources to provide such services. 2.3. The Parties desire to set out the terms and conditions under which the Service Provider will provide the services to the Client.

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3. Services

3.1. Scope of Services: The Service Provider shall perform the services (the "Services") as detailed in Appendix A: Schedule of Services, which is attached hereto and forms an integral part of this Agreement. 3.2. Deliverables: The specific deliverables, milestones, and timelines for the Services are set out in Appendix A. 3.3. Service Standards: The Service Provider shall perform the Services with due care, skill, and diligence, in a professional and workmanlike manner, conforming to generally accepted industry standards and practices applicable in South Africa. 3.4. Changes to Services: Any changes or additions to the Services must be mutually agreed upon by the Parties in writing and signed by their authorised representatives via a formal change request or addendum to this Agreement.

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4. Term and Termination

4.1. Commencement: This Agreement shall commence on the Effective Date. 4.2. Duration: This Agreement shall continue for a period of [__________] ([__________]) [ ] months [ ] years, expiring on [____/____/2026], unless terminated earlier in accordance with the provisions of this Agreement. 4.3. Renewal: This Agreement [ ] will [ ] will not automatically renew for successive periods of [__________] [ ] months [ ] years unless either Party provides written notice of non-renewal to the other Party at least [__________] ([__________]) days prior to the then-current term's expiry. 4.4. Termination for Convenience: Either Party may terminate this Agreement for convenience by giving [__________] ([__________]) days' prior written notice to the other Party. 4.5. Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party: * 4.5.1. Commits a material breach of any term of this Agreement and fails to remedy such breach within [__________] ([__________]) days after receiving written notice requiring it to do so; * 4.5.2. Becomes insolvent, bankrupt, or enters into any form of business rescue, liquidation, or winding-up proceedings, whether compulsory or voluntary. 4.6. Effect of Termination: Upon termination for any reason: * 4.6.1. The Service Provider shall immediately cease performing the Services. * 4.6.2. The Client shall pay the Service Provider for all Services properly rendered and expenses reasonably incurred up to the date of termination. * 4.6.3. Each Party shall return all Confidential Information and property of the other Party. * 4.6.4. Clauses intended to survive termination (e.g., Confidentiality, Intellectual Property, Indemnity, Dispute Resolution) shall remain in full force and effect.

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5. Fees and Payment

5.1. Fees: The Client shall pay the Service Provider fees for the Services as detailed in Appendix B: Fee Schedule, which is attached hereto and forms an integral part of this Agreement. 5.2. Invoicing: The Service Provider shall invoice the Client [ ] weekly [ ] bi-weekly [ ] monthly [ ] upon completion of milestones [ ] upon completion of Services as per the Fee Schedule. Invoices shall be submitted to [__________] at [__________]. 5.3. Payment Terms: All invoices are due and payable within [__________] ([__________]) days from the date of invoice. 5.4. Late Payment: Without prejudice to any other rights or remedies, if the Client fails to make any payment on the due date, the Service Provider may charge interest on the overdue amount at the rate prescribed by the Prescribed Rate of Interest Act 55 of 1975 (as amended) from time to time, calculated daily and compounded monthly, from the due date until the date of actual payment. 5.5. Taxes: All fees are exclusive of Value Added Tax (VAT) and any other applicable taxes, levies, or duties, which shall be added to the invoice at the prevailing rate and paid by the Client, where applicable. The Service Provider's VAT registration number is [__________]. 5.6. Expenses: Reasonable and pre-approved out-of-pocket expenses necessarily incurred by the Service Provider in the performance of the Services, such as [ ] travel [ ] accommodation [ ] materials [ ] other: [__________], shall be reimbursed by the Client upon presentation of valid receipts, provided such expenses are in accordance with the Client's expense policy (if provided) and pre-approved in writing.

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6. Representations and Warranties

6.1. Mutual Warranties: Each Party represents and warrants to the other that: * 6.1.1. It is duly incorporated/registered and validly exists under the laws of South Africa. * 6.1.2. It has the necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder. * 6.1.3. The execution and performance of this Agreement will not conflict with or violate any other agreement to which it is a party or any applicable law. 6.2. Service Provider Warranties: The Service Provider represents and warrants that: * 6.2.1. It has the necessary qualifications, expertise, skills, personnel, and resources to perform the Services in a professional and competent manner. * 6.2.2. The Services will be performed in accordance with the standards set out in this Agreement and Appendix A. * 6.2.3. The Services and any deliverables will not infringe upon the intellectual property rights of any third party.

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7. Confidentiality

7.1. Definition: "Confidential Information" means all information, whether written, oral, electronic, or in any other form, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, including, but not limited to, business plans, financial data, customer lists, technical data, strategies, and trade secrets. 7.2. Obligation: The Receiving Party shall: * 7.2.1. Keep the Disclosing Party's Confidential Information strictly confidential. * 7.2.2. Not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent. * 7.2.3. Not use such Confidential Information for any purpose other than for the performance of its obligations under this Agreement. * 7.2.4. Limit access to Confidential Information to its employees, agents, and sub-contractors who have a "need to know" and are bound by confidentiality obligations no less stringent than those herein. 7.3. Exclusions: The obligations of confidentiality shall not apply to information that: * 7.3.1. Is or becomes publicly available without breach of this Agreement. * 7.3.2. Was in the Receiving Party's possession prior to disclosure by the Disclosing Party. * 7.3.3. Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. * 7.3.4. Is required to be disclosed by law or by a governmental or regulatory authority, provided that the Receiving Party gives prior notice to the Disclosing Party, where legally permissible. 7.4. Duration: The confidentiality obligations shall survive the termination or expiry of this Agreement for a period of [__________] ([__________]) years.

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8. Intellectual Property

8.1. Pre-existing IP: Each Party shall retain ownership of all intellectual property rights (IPR) owned by it prior to the Effective Date of this Agreement. 8.2. Created IP: All IPR in any work, materials, software, data, or other creations developed or created by the Service Provider specifically for the Client in the course of performing the Services ("New IP") shall, upon creation and full payment of the Fees, vest exclusively in the Client. The Service Provider hereby assigns all such New IP to the Client and agrees to execute any further documents reasonably required by the Client to perfect such assignment. 8.3. Licence for Existing IP: To the extent that the Service Provider's pre-existing IPR is incorporated into the New IP or is necessary for the Client to use the New IP or enjoy the benefit of the Services, the Service Provider grants to the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and distribute such pre-existing IPR.

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9. Indemnity and Limitation of Liability

9.1. Indemnity by Service Provider: The Service Provider indemnifies and holds harmless the Client against any and all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: * 9.1.1. Any breach by the Service Provider of its representations, warranties, or obligations under this Agreement. * 9.1.2. Any negligent or wrongful act or omission by the Service Provider or its personnel in performing the Services. * 9.1.3. Any claim that the Services or New IP infringe upon the intellectual property rights of a third party. 9.2. Limitation of Liability: * 9.2.1. Subject to clause 9.2.2, neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or anticipated savings, arising out of or in connection with this Agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise. * 9.2.2. The total aggregate liability of the Service Provider under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed [__________] ([__________]) times the total fees paid or payable by the Client to the Service Provider under this Agreement, or ZAR [__________], whichever is lower, in the [ ] preceding 12 months [ ] entire term of the Agreement. This limitation shall not apply to liability for fraud, gross negligence, wilful misconduct, or infringement of third-party intellectual property rights.

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10. Protection of Personal Information (POPIA)

10.1. Compliance: Both Parties acknowledge their obligations under the Protection of Personal Information Act, 4 of 2013 ("POPIA"), and undertake to comply with all applicable provisions of POPIA when processing personal information in connection with this Agreement. 10.2. Processing: To the extent that the Service Provider processes personal information on behalf of the Client, the Service Provider acts as a "Operator" and the Client as the "Responsible Party," as defined in POPIA. The Service Provider shall: * 10.2.1. Process personal information only with the knowledge or authorisation of the Client. * 10.2.2. Treat personal information as confidential. * 10.2.3. Implement appropriate technical and organisational security measures to protect against unlawful access, loss, damage, or destruction of personal information. * 10.2.4. Not transfer personal information outside of South Africa without the Client's prior written consent and ensuring adequate protection as per POPIA. * 10.2.5. Assist the Client in responding to requests from data subjects and in complying with its POPIA obligations. 10.3. Data Breach: Both Parties shall notify the other Party without undue delay upon becoming aware of any actual or suspected breach of personal information processed under this Agreement.

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11. Force Majeure

11.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by an event of force majeure, which means any event beyond the reasonable control of that Party, including but not limited to acts of God, war, terrorism, civil unrest, strikes, pandemics, epidemics, natural disasters, or government action. 11.2. The Party affected by force majeure shall promptly notify the other Party in writing of the occurrence of such event and its expected duration. 11.3. If an event of force majeure continues for a period exceeding [__________] ([__________]) days, either Party may terminate this Agreement by giving [__________] ([__________]) days' written notice to the other Party.

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12. Dispute Resolution

12.1. Negotiation: The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiation between their designated senior representatives. 12.2. Mediation: If the dispute is not resolved through negotiation within [__________] ([__________]) days, either Party may refer the dispute to mediation in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA), or such other mediation body as the Parties may agree, with the mediator appointed by AFSA. 12.3. Arbitration: If the dispute remains unresolved after mediation for a further period of [__________] ([__________]) days, either Party may refer the dispute to arbitration. The arbitration shall be conducted in accordance with the rules of AFSA by a single arbitrator appointed by AFSA. The arbitration shall take place in [__________], South Africa, and the language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on the Parties. 12.4. Urgent Relief: Nothing in this clause shall prevent either Party from seeking urgent interim interdictory or declaratory relief from any competent court having jurisdiction.

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13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. The Parties hereby consent to the non-exclusive jurisdiction of the High Court of South Africa, [__________] Division, in respect of any dispute arising from this Agreement.

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14. Independent Contractor

14.1. The Service Provider is an independent contractor and is not an employee, agent, or partner of the Client. 14.2. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, or joint venture between the Parties. 14.3. The Service Provider shall be solely responsible for its own employees and agents, including their compensation, benefits, and statutory deductions.

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15. Assignment

Neither Party may assign, transfer, or cede any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

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16. Entire Agreement

This Agreement, including its Appendices, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether written or oral.

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17. Notices

Any notice required or permitted to be given under this Agreement shall be in writing and sent to the addresses specified in Section 1 (Parties) or such other address as a Party may designate by written notice to the other Party. Notices shall be deemed effectively given:

• By hand delivery: upon delivery.
• By registered mail: seven (7) business days after posting.
• By email: on the date of transmission, provided confirmation of receipt is obtained (excluding automated receipts).

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18. Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement, and the remainder of the Agreement shall remain in full force and effect.

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19. Waiver

No waiver by either Party of any breach of any provision of this Agreement shall be effective unless made in writing and signed by an authorised representative of that Party. A waiver of any particular breach shall not be deemed a waiver of any subsequent breach.

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20. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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Execution and Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

FOR THE CLIENT:

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Authorized Signature

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Printed Name:

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Title:

Date: [____/____/2026]

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FOR THE SERVICE PROVIDER:

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Authorized Signature

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Printed Name:

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Title:

Date: [____/____/2026]

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Appendix A: Schedule of Services

[Instructions: Provide a detailed, itemised description of the services to be rendered, including specific tasks, methodologies, scope exclusions, milestones, and expected timelines. Use tables or bullet points for clarity.]

A.1 Service Description:

• Core Services:
  • [__________]
  • [__________]
  • [__________]
• Specific Deliverables:
  • [ ] Deliverable 1: [__________] (Due: [____/____/2026])
  • [ ] Deliverable 2: [__________] (Due: [____/____/2026])
  • [ ] Deliverable 3: [__________] (Due: [____/____/2026])
• Key Milestones:
  • [ ] Milestone 1: [__________] (Target Date: [____/____/2026])
  • [ ] Milestone 2: [__________] (Target Date: [____/____/2026])
• Service Location: [ ] Client's premises [ ] Service Provider's premises [ ] Remote [ ] Other: [__________]
• Reporting Requirements: [__________]

A.2 Scope Exclusions:

The following are specifically excluded from the scope of Services: [__________]

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Appendix B: Fee Schedule

[Instructions: Detail all applicable fees, payment structures, and any specific billing arrangements. Specify whether fees are fixed, hourly, project-based, or retainer-based.]

B.1 Pricing Structure:

[ ] Fixed Fee: ZAR [__________] for the entire Services as per Appendix A. [ ] Hourly Rate: ZAR [__________] per hour for [__________] services. [ ] Project-Based Fee: ZAR [__________] per project phase/milestone as detailed below. [ ] Retainer: ZAR [__________] per [ ] month [ ] quarter for [__________] hours/services. [ ] Other: [__________]

B.2 Payment Schedule:

B.3 Reimbursable Expenses:

Reimbursable expenses are capped at ZAR [__________] and must be pre-approved in writing by the Client.

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.