Service Level Agreement
1. PARTIES
The Parties to this Agreement are:
1.1 EBB AND FLO (PTY) LTD
Registration Number (CIPC): 2023/202171/07
Represented by: Eber Mutafya
Registered Address: 208 Burger Street, 8 Articon, Pretoria North, 0182, Gauteng, South Africa
Email: eber@ebbandflo.tech
(hereinafter referred to as the “Service Provider”)
1.2 COMPANY NAME (PTY) LTD
Registration Number (CIPC): XXXX/XXXXXX/XX
Represented by: NAME + SURNAME
Registered Address: ADDRESS INFORMATION
E-mail: EMAIL ADDRESS
(hereinafter referred to as the “Client”)
2. DEFINITIONS AND INTERPRETATION
2.1. In this Agreement and in the Annexures to this Agreement –
1.1.1. clause headings are for convenience and are not to be used in its interpretation;
1.1.2. unless the context indicates a contrary intention, an expression which denotes-
1.1.2.1. any gender includes the other genders;
1.1.2.2. a natural person includes a juristic person and vice versa;
1.1.2.3. a reference to a Party in a document includes that Party’s successors and permitted assigns;
1.1.2.4. where the day on or by which anything is to be done is not a business day, it shall be done on or by the first day thereafter;
1.1.2.5. a reference to a document includes an amendment or supplement to, or replacement or notation of that document; and
1.1.2.6. where figures are referred to in numerals and words, if there is any conflict between the two, the words shall prevail.
2.2. In this Agreement, the word “Agreement” refers to this Agreement and the words “clause” or “clauses” refer to clauses of this Agreement respectively.
2.3. This Agreement does not include Annexures.
2.4. When any number of days is prescribed in this Agreement, the same shall be reckoned exclusively of the first and inclusively of the last, unless the last day is not a Business Day, in which case, the last day shall be the first Business Day thereafter. Days in this agreement mean Business days and not calendar days.
2.5. If any provision is a definition (or under this heading “Interpretation” and/or any other heading in this Agreement) and is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that it is only in the definition (or such other clause) effect shall be given to it as if it were a substantive provision in the body of the Agreement.
2.6. In this Agreement the following expressions bear the meanings assigned to them below and cognate expressions bear corresponding meanings.
2.6.1. “Agreement” means this Service Level Agreement, including all schedules and annexures hereto, as amended from time to time;
2.6.2. “Business Day” means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa;
2.6.3. “Client” means COMPANY NAME (Pty) Ltd, including its subsidiaries from time to time, unless the context indicates otherwise;
2.6.4. “Effective Date” means the date of signature of this Agreement by the last signing Party;
2.6.5. “Fees” means the fees payable by the Client to Ebb and Flo for the Services, as agreed in writing between the Parties from time to time;
2.6.6. “Parties” means Ebb and Flo (Pty) Ltd and COMPANY NAME (Pty) Ltd, and “Party” shall mean either one of them, as the context may require;
2.6.7. “Services” means the services to be rendered by Ebb and Flo to the Client as set out in clause 3 of this Agreement, together with any additional services agreed to in writing by the Parties;
2.6.8. “Service Provider” means Ebb and Flo (Pty) Ltd, including its subsidiaries from time to time, unless the context indicates otherwise; and
3. SCOPE OF THIS AGREEMENT
3.1. The service is appointed as an independent contractor to provide DESCRIPTION OF SERVICES to Client.
3.2. The parties agree that the client will pay the service provider for the services provided at a rate agreed upon between the parties.
3.3. The Parties record that nothing in this Agreement creates an employment relationship, joint venture, partnership, or agency.
4. SERVICES
4.1. The service provider shall provide the following services to the Client as listed on Addendum A:
4.1.1. DELIVERABLE(S)
4.2. Services shall be rendered in accordance with instructions provided by the Client, subject to professional standards and applicable law.
4.3. In the event that the scope of works change, at the discretion of the service provider, an Addendum will be included for the additional services to be included in the service level agreement.
4.4. If applicable, see Addendum.
5. SERVICE LEVELS
5.1. The service provider shall perform the services with due care, skill, and diligence.
5.2. Reporting frequency, response times, and deliverables shall be agreed in writing from time to time, alternatively annexed to this agreement.
6. FEES AND PAYMENT
6.1. The client shall remunerate the above-mentioned services at the agreed rate of Rxxxx for the deliverables listed in 3.1.
6.2. Invoices shall be payable within seven (7) days from the date of invoice.
6.3. The parties agree that the service provider reserves the right to charge interest at 3% per month on any invoice that is not paid after 30 (thirty) days have lapsed, after the invoice date.
6.4. The parties agree that the Service Provider reserves the right to withhold service delivery if an invoice due and payable is not paid within 45 (sixty) days of the due date.
6.5. No set‑off or deduction shall be permitted unless agreed in writing.
7. OBLIGATIONS OF THE SERVICE PROVIDER
7.1. The Service Provider shall perform the Services with due care, skill, and diligence, and in a professional and competent manner consistent with generally accepted industry standards applicable to management consulting, accounting, bookkeeping, software implementation, training, and audit support services (if applicable).
7.2. In providing accounting, bookkeeping, and oversight services for the Client, the Service Provider shall apply appropriate professional standards and methodologies. The Service Provider shall not be responsible for local statutory compliance, tax filings, or regulatory submissions unless expressly agreed in writing, unless otherwise agreed between the parties.
7.3. The Service Provider shall be entitled to rely on information, data, records, and representations provided by the Client and shall not be required to independently verify such information except where expressly agreed as part of the Services.
7.4. Where software implementation or training services are provided, the Service Provider shall use reasonable efforts to configure, implement, and support such systems in accordance with agreed specifications. The Service Provider does not warrant uninterrupted operation of third-party software and shall not be responsible for limitations inherent in such systems.
7.5. The Service Provider shall comply with applicable laws, regulations, and professional standards relevant to the performance of the Services. Nothing in this Agreement shall require the Service Provider to provide legal, tax, or regulatory advice unless expressly agreed in writing.
8. OBLIGATIONS OF THE CLIENT
8.1. The Client shall provide the Service Provider with timely, complete, and accurate access to all financial, operational, and management information, systems, records, documentation and personnel reasonably required for the performance of the Services.
8.2. The Client shall be responsible for the accuracy, completeness, and legality of all information, data, and records provided to the Service Provider, including accounting records, source documents, and management reports. The Service Provider shall be entitled to rely on such information without independent verification unless otherwise agreed in writing.
8.3. The Client shall retain sole responsibility for all operational, managerial, commercial, tax, and strategic decisions relating to the Client, including decisions arising from or informed by the Services, unless otherwise agreed between the parties and the service provider is expected to assist with the month-to-month financial operations.
8.4. Where there is software implementation, system changes, or training form part of the Services, the Client shall ensure the availability of appropriate personnel, timely decision-making, and reasonable cooperation necessary for successful implementation and adoption. The Client acknowledges that delays or failures in implementation may arise where such cooperation is not provided.
8.5. The Service Provider shall not be liable for any delay, error, omission, or additional cost arising from the Client’s failure to comply with its obligations under this clause, including delays caused by incomplete, inaccurate, or late information or decisions.
9. INTELLECTUAL PROPERTY
9.1. The Client shall retain all rights, title, and interest in and to its existing intellectual property, including any data, materials, systems, documentation, brands, and business processes owned or developed by the Client prior to or independently of this Agreement.
9.2. The service provider retains all right, title, and interest in and to its pre-existing and independently developed intellectual property, including its general know-how, methodologies, frameworks, tools, processes, templates, skills, and expertise, whether or not used or developed in the course of providing the Services (“Background IP”).
9.3. Subject to full payment of all fees and expenses due under this Agreement, all reports, written deliverables, and other work products created exclusively for the client in the course of performing the Services (“Deliverables”) shall vest in the client upon creation. To the extent required, the service provider hereby assigns such rights to the client.
9.4. Notwithstanding clause 8.3, the service provider shall retain ownership of all working papers, internal analyses, draft materials, training materials, software configurations, and tools developed or used in connection with the Services that are not expressly created as Deliverables for the client.
10. CONFIDENTIALITY
10.1. Each Party shall keep confidential all proprietary, confidential, and commercially sensitive information disclosed by the other Party in connection with this Agreement, whether disclosed orally, in writing, electronically, or by any other means (“Confidential Information”).
10.2. Confidential Information shall be used solely for the purposes of performing obligations or exercising rights under this Agreement and shall not be disclosed to any third party without the prior written consent of the disclosing Party, except as permitted under this clause.
10.3. A Party may disclose confidential Information to its employees, officers, professional advisers, contractors, or affiliates on a need-to-know basis, provided that such persons are bound by confidentiality obligations no less restrictive than those set out in this Agreement.
10.4. Confidential Information shall not include information that:
10.4.1. is or becomes publicly available other than through a breach of this Agreement;
10.4.2. was lawfully in the receiving Party’s possession prior to disclosure;
10.4.3. is lawfully received from a third party without restriction; or
10.4.4. is independently developed without reference to confidential information.
10.5. Confidential Information may be disclosed where required by law, regulation, court order, or regulatory authority, provided that (to the extent legally permitted) the disclosing Party is given prompt notice and reasonable assistance to seek protective measures.
10.6. The obligations under this clause shall survive termination or expiry of this Agreement for a period of 1 (one) year, or indefinitely in respect of trade secrets and personal data.
11. TERMINATION
11.1. Either Party may terminate this Agreement for any reason by giving the other Party not less than 30 (thirty) days’ written notice.
11.2. Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within 14 (fourteen) days of receiving written notice requiring it to do so.
11.3. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of either Party that have accrued prior to the effective date of termination, including the right to recover any fees, costs, or damages incurred.
11.4. Any provisions which by their nature are intended to survive termination, including (without limitation) clauses relating to fees, intellectual property, confidentiality, limitation of liability, and governing law, shall remain in full force and effect.
12. BREACH
12.1. The service provider may cancel the agreement or any uncompleted part of it if the client:
12.1.1. commits a material breach of this Agreement and fails to remedy such breach within 14 (fourteen) days of receiving written notice requiring it to do so
12.1.2. fails to pay any amount due under this Agreement within 30 (thirty) days of the due date
12.1.3. provides incomplete, inaccurate, or misleading information which materially affects the performance of the Services
12.1.4. becomes insolvent, enters into liquidation, business rescue, administration, or any analogous proceedings, or ceases or threatens to cease carrying on business; or
12.1.5. fails to cooperate or provide access, information, or approvals reasonably required for the performance of the Services.
12.2. Cancellation under this clause shall be without prejudice to any other rights or remedies available to the Service Provider at law or under this Agreement.
13. ARBITRATION
13.1. Any dispute arising out of or in connection with this Agreement shall first be referred to good-faith negotiation between the parties for 10 (ten) business days. If unresolved, the dispute shall be referred to arbitration administered by AFSA in accordance with its commercial arbitration rules.
13.2. The arbitration shall be conducted by one arbitrator, appointed by agreement between the parties, failing which by AFSA. The seat of arbitration shall be Johannesburg, South Africa. The arbitration shall be conducted in English and governed by South African law.
13.3. The arbitration shall be confidential. The arbitrator may grant appropriate relief, including payment, declaratory relief, specific performance, interest and costs. The award shall be final and binding and may be made an order of court.
13.4. Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.
14. LIMITATION OF LIABILITY & INDEMNITY
14.1. Each Party’s liability to the other arising out of or in connection with this Agreement, whether in contract, delict (tort), or otherwise, shall be limited to direct damages actually suffered as a result of a proven breach of this Agreement.
14.2. Neither Party shall be liable for any indirect, incidental, special, or consequential loss or damage, including (without limitation) loss of profit, loss of revenue, loss of business opportunity, loss of data, or reputational damage, even if such loss was foreseeable.
14.3. Each Party indemnifies and holds the other harmless against any third-party claims, losses, damages, or expenses arising from its breach of this Agreement or its negligent or unlawful act or omissions in connection with the performance of this Agreement.
15. DISPUTE RESOLUTION AND JURISDICTION
15.1. The Parties shall use their reasonable efforts to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiations, for which the duration thereof can not exceed 20 business days.
16. GENERAL
16.1. This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions, negotiations, or agreements, whether written or oral.
16.2. No amendment, variation, or modification of this Agreement shall be valid unless reduced to writing and signed by duly authorised representatives of both Parties.
16.3. 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 agreement.
16.4. If any part of this agreement is removed, the rest of the agreement will remain in effect.