Degrees for All - Service Level Agreement

between

DEGREES FOR ALL

and

(“the Client”)

THE PARTIES HERETO HAVE AGREED WITH EACH OTHER AS FOLLOWS:

INTERPRETATION
1. In this agreement, unless the context clearly otherwise indicates:
  1. “Agreement” means this agreement and all annexures hereto;
  2. “Business Day” means any day except Saturday, Sunday, or officially recognised public holidays in the Republic of South Africa;
  3. “Confidential Information” means any and all information that is disclosed by one party to the other party and that relates to the parties’ business relationship hereunder, including, but not limited to, design ideas, information relating to the business methods, finances, systems, Services, proprietary interests, marketing plans and any and all information exchanged between the parties pursuant to this Agreement, as well as any information or documentation provided by the Client to Degrees for All for its use of the Services;
  4. “Effective Date” means [18 May 2024], notwithstanding the Signature Date;
  5. “Fee” means the amount of consideration which the Client will pay Degrees for All for the rendering of the agreed Services to the Client, which Fee will be detailed in a Degrees for All invoice to the Client. The Fee may also include any additional and applicable third-party, administration and/or urgency fees which are applicable to any particular Client or Service-provision, which will be agreed to between the parties in their Service consultation and confirmed in the Degrees for All invoice provided to the Client;
  6. “parties” means Degrees for All and the Client and “party” shall mean any one of them as the context may indicate;
  7. “POPI” means the South African Protection of Personal Information Act, 2013, as amended;
  8. “Services” means those services which are to be rendered by Degrees for All to the Client, as discussed and agreed between the parties in the Service consultation and confirmed in the Degrees for All invoice provided to the Client;
  9. “Signature Date” means the date of signature of this Agreement by the last party signing, provided that all parties sign;
  10. “Suppliers” means any entity/person that renders its services to Degrees for All or any independent contractors who Degrees for All contracts to work on the Services with it or on its behalf for either its own benefit or that of the Client;
  11. “Termination Date” means the date when the Services have been completed by Degrees for All for the Client, and as confirmed as completed by Degrees for All to the Client in writing. Same Termination Date may be automatic and affected by the exact Service acquired from Degrees for All; and
  12. “VAT” means Value Added Tax, as levied under the South African Value Added Tax Act No 89 of 1991.
2. Words importing the singular shall include the plural and vice versa, words importing any gender shall include the other genders and words importing persons shall include partnerships and bodies corporate.
3. The head notes to the paragraphs to this Agreement are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate.
4. If any provision in the abovementioned definitions and/or the preamble hereto is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that such provision is only contained in this clause 1, effect shall be given thereto as if such provision were a substantive provision in the body of the Agreement.
INTRODUCTION
1. Degrees for All has particular expert and specialist skills in assisting clients with expert opinions, analysis, and strategy recommendations to Small and Medium Enterprises (SMEs) or individuals in certain marketplaces, which services are useful for the Client to make use of for its own purposes. It is on this basis that the Client wishes to contract with Degrees for All to obtain the agreed Services from Degrees for All.
2. Accordingly, the Client hereby appoints Degrees for All to provide its Services to it, and Degrees for All accepts the appointment on the basis of the terms herein.
DURATION AND TERMINATION OF THE AGREEMENT
1. The Agreement will come into effect on the Effective Date and will continue until the Termination Date, unless terminated earlier as provided for in clause 3 below.
2. The commencement of any Services is also contingent on Degrees for All’s receipt of any Fee payment applicable.
3. This Agreement can also be terminated in the event that:
  1. the parties mutually agree in writing to terminate the Agreement from a particular date;
  2. one party gives the other party no less than 30 (thirty) calendar days’ written notice of termination; or
  3. either party becomes entitled to cancel this Agreement in terms of clause 12 below, pursuant to an unremedied breach of this Agreement.
4. Upon termination of this Agreement for any reason:
  1. both parties will remove and delete all intellectual property, personal information and Confidential Information of the other party’s which may be in its possession, or return it to the rightful owner thereof, as the case may be;
  2. Degrees for All will immediately end all of the Client’s and their authorised parties’ access to any Degrees for All or Supplier resource or tool, be it online or otherwise, if applicable;
  3. Degrees for All will present an additional final invoice to the Client detailing any outstanding Fee owed by the Client for all Services already performed up until the date of termination and which Fee has not already been paid by the Client to Degrees for All, which amount the Client must pay in full and without setoff nor deduction within 7 (seven) days from receipt of same invoice from Degrees for All. This termination Fee may include reasonable costs incurred by Degrees for All in preparation to deliver Services to Client, but which Services were not necessarily received by the Client due to the early termination of this Agreement;
  4. both parties will hand over any partially due items/work or working files belonging to the other party (where viable); and
  5. neither party will represent itself as being affiliated with the other;
    failing which, same breach will considered a material breach of this Agreement, allowing the aggrieved party their full range of legal rights, including but not limited to a contractual claim for damages suffered, against the infringing party.
RELATIONSHIP OF THE PARTIES
1. The relationship of the parties is governed by the terms of this Agreement and nothing contained herein will constitute a partnership, joint venture, employment relationship or similar type of agreement between them.
2. Degrees for All will be the Client’s intermediary in respect of Services the Client may receive from authorized Suppliers and/or third-party service providers. Whilst some of the Services acquired are provided by Degrees for All directly, many of the Services are provided to the Client by authorized third-party service providers, for which services Degrees for All will not be liable at all. The Client will be made aware of when Degrees for All is offering a Service to the Client, or when a third-party service provider is (in which context Degrees for All operates as the Client’s limited intermediary and will not be liable for any actions performed by such third-party service providers).
THE SERVICES
The Client understands and agrees that the Services require a collaborative exchange of information and/or approval from the Client. In the event that such requested information and/or consent is not provided timeously by the Client, the Services will in turn be delayed and Degrees for All cannot be held responsible for such delayTHE SERVICES
1. At a time convenient to both parties, Degrees for All will conduct an initial consultation with the Client in order for Degrees for All to become aligned with the Client’s specific goals and provide the Client with an envisaged scope/proposal of the Services to be provided.
2. Once the parties are agreed on the exact Services to be provided by Degrees for All and its Suppliers, Degrees for All will deliver an invoice to the Client reflecting the confirmed Services and the Fee due to Degrees for All in consideration for providing the Services.
3. Once the Fee is paid, Degrees for All will then render the Services to the Client.
GENERAL OBLIGATIONS OF DEGREES FOR ALL
Degrees for All undertakes to the Client that it will:
1. render the Services in accordance with this Agreement and shall act in a manner as it reasonably considers to be the most beneficial to the interests of the Client;
2. render the Services according to good industry practice and exercise the highest degree of due care, diligence and skill in the provision of the Services; and
3. reasonably assist the Client in their transactions with any Suppliers.
GENERAL OBLIGATIONS OF THE CLIENT
The Client warrants to Degrees for All that it will:
1. pay each invoice issued in terms of clause 8 punctually and in full;
2. not disclose the relationship between Degrees for All and the Suppliers to any media or any other party without express prior permission from Degrees for All;
3. be responsible for checking whether the documents and/or items acquired from Degrees for All’s Suppliers will be valid for use in their jurisdiction of choice, use and/or of destination, where Degrees for All makes no representations in this regard;
4. bear all liability for any use, misuse or mis/representation related to the Services and/or documents provided pursuant to the Services in all jurisdictions;
5. provide accurate and complete information to Degrees for All as and when requested, and work collaboratively with Degrees for All to ensure the highest quality delivery of the Services;
6. respect, observe and adhere to all applicable laws and the rules applicable to their use of the Services.
PAYMENT TERMS
Fee
1. 1. As consideration for the Services, the Client will pay Degrees for All the Fee.
  2. The Fee must be paid into the nominated bank account and in the nominated currency as detailed by Degrees for All to the Client in a relevant Degrees for All invoice. The Client will also be liable for the payment of any exchange or administration fees associated with any applicable conversion in foreign currency when the Fee is paid.
  3. All invoices are exclusive of VAT, where applicable.
Additional Services
1. 1. Degrees for All has agreed to provide the Client with the Services in exchange for the Fee. The Fee is subject to change should the Client require additional or varied services at any point during the Agreement. In this event, the Client will advise Degrees for All about the required variations in writing and Degrees for All will provide the Client with an additional invoice for such varied services. Should the Client not accept the additional invoice, Degrees for All will not be obligated to provide the varied and/or additional services.
Urgency Fee
1. Degrees for All may apply an urgency fee to a Service-provision to the Client, for Services which need to be rendered quicker than its usual turn-around times. Should the Client which to procure the Services (or parts thereof) on an urgent basis, the Client must notify Degrees for All of this when having its consultations and/or concluding this Agreement, and any applicable urgency fee will be confirmed in a Degrees for All invoice sent to the Client.
DATA PROTECTION
1. Degrees for All will process the Client’s personal information in accordance with POPI and its privacy policy.
2. Any information relating to Degrees for All’s processing of the Client’s personal information can be directed at Degrees for All’s Information Officer.
NON-SOLICITATION OF SUPPLIERS
1. Unless there has been prior agreement in writing between the parties, the Client agrees that it will not directly contact or attempt to contract any Suppliers or in any way attempt to circumvent Degrees for All by procuring any item or service in respect of the Services directly from any Suppliers or third-party service providers.
2. The Client understands that any breach of this provision or any attempt to contract any of Degrees for All’s Suppliers directly will cause financial damage to Degrees for All, which will be recoverable by way of a claim for damages against the Client.
INDEMNITY AND LIABILITY
1. Each party agrees to indemnify and hold the other harmless from and against any and all actions, claims, demands, proceedings or judgments (collectively “claims”) and any and all losses, liabilities, damages, costs, charges and expenses (collectively “losses”) of whatever nature and in whichever jurisdiction, which may be instituted, made or alleged against, or are suffered or incurred by a party relating to its own breach of obligations under this Agreement.
2. Degrees for All provides business-related advice based on the information provided by the Client and therefore, apart from instances of fraud or gross negligence, Degrees for All will not be liable for loss, damage or delay, including loss of profits or consequential loss, suffered by the Client as a result of Degrees for All’s provision of the Services or negligence in respect thereof, including but not limited to the advice given by Degrees for All based on the information provided by the Client.
3. The Client agrees to hold harmless and indemnify Degrees for All against any losses, expenses or claims by any third party arising as a result of Degrees for All’s provision of the Services.
BREACH
1. Either party (“the innocent party”) shall have the right, at its election, to terminate this Agreement forthwith by notice in writing to the other party (“the breaching party”) in the event that:
  1. the breaching party commits any breach or permits the commission of any breach of any material obligation or warranty contained in this Agreement and, in respect of such a breach capable of remedy, fails to remedy that breach within 5 (five) Business Days after the giving of written notice to that effect by the innocent party to the breaching party; or
  2. the breaching party repeatedly breaches any of the terms and/or conditions of this Agreement in such a manner as to justify the innocent party in holding that the breaching party’s conduct is inconsistent with the intention or ability of the breaching party to carry out the provisions of this Agreement.
2. In the event of cancellation of this Agreement in the circumstances contemplated in this clause, written notice of any such cancellation shall be given and such cancellation shall take effect on the giving of such notice.
3. The cancellation of this Agreement or exercising of any right conferred by this clause shall be without prejudice to any claims hereunder then accrued or to any further or other rights or remedies of either party, whether under this Agreement or otherwise in law, and whether for damages or otherwise.
FORCE MAJEURE
If either party is prevented, whether in whole or in part, or delayed from performing any of its duties, functions or obligations under this Agreement, whether timeously or at all, due to an act of god or emanating from events outside of the parties’ control (which for the purposes hereof shall mean war, changes in local laws made applicable in any jurisdiction, political riots, civil commotions, legal prohibitions or restrictions, electrical load-shedding or surges, fire, floods, storms, earthquakes or other similar natural disasters), then such failure shall not constitute a breach under this Agreement, and the obligation to perform shall be suspended to the extent and during the continuance of such prevention provided that the parties shall use their reasonable commercial endeavours to minimise any delay occasioned thereby.
DISPUTE RESOLUTION
1. Should any dispute or difference arise between the parties in relation to the provisions of the Services or the Agreement, either party shall notify the other party of such a dispute, and the parties shall meet within 5 (five) Business Days of such notice and negotiate in good faith to resolve the dispute.
2. Should the parties fail to resolve such dispute or difference in the aforesaid manner or within such further period as the parties may agree to during their negotiation, either party shall be entitled to give notice of arbitration, provided that such notice shall not be given within 7 (seven) Business Days from the date that the parties first met as contemplated in clause 1 above.
3. The arbitration shall be held in accordance with the Commercial Arbitration Rules of Arbitration Foundation of Southern Africa (“AFSA”), by an arbitrator agreed upon between the parties, or, failing agreement within 7 (seven) Business Days, appointed by AFSA.
4. Unless otherwise agreed by the parties in writing, the arbitration shall be held in Cape Town, South Africa.
5. The parties both agree that in no circumstance will either party publicize the dispute on any public platform, including social media platforms. The parties understand that any publicity of this nature can cause serious damage to the other party, which damage may result in a financial damages claim against the infringing party.
GENERAL
1. Survival of Rights, Duties and Obligations: Termination of this Agreement for any cause whatsoever shall not release either party from any liability which at the time of termination has already accrued to the other or which thereafter may accrue in respect of any act or omission prior to such termination.
2. Entire Agreement and Variation: No alteration, consensual cancellation, variation of, or addition to this Agreement shall be of any force or effect unless reduced to writing and signed by the duly authorized representatives of both parties. This Agreement contains the entire agreement between the parties and neither party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.
3. Foreign Law: The Client warrants that they understand the laws applicable to their receipt and use of the Services in all jurisdictions and laws to which they are subject, will use the Services always in adherence to all such laws, and indemnify Degrees for All against claims from itself or third parties for the Client’s breach of this clause.
4. Counterparts: This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same document.
5. Indulgences: No indulgence, leniency or extension of time which Degrees for All may grant or show to the Client shall operate as an estoppel or in any way prejudice or preclude Degrees for All from exercising any of its rights in the future.
6. Governing Law: This Agreement shall be governed by and interpreted in accordance with the law of the Republic of South Africa. All disputes, actions and other matters in connection with this Agreement shall be determined in accordance with such law.
7. Invalidity: Any provision of this agreement which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
8. Severability: Each undertaking in this Agreement shall be construed as a separate undertaking and if one or more of the undertakings contained in this Agreement is found to be unenforceable or in any way unreasonable the remaining undertakings shall continue to bind the parties.
9. Cumulative Rights and Remedies: The rights and remedies of the parties under this Agreement are cumulative and in addition to any rights and remedies provided by law.

Last updated: 2022-03-02

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