Client Services Agreement

1. INTRODUCTION

This Client Services Agreement (“Agreement”) sets out the terms and conditions governing the provision of business support and related services by SP Nexus (Pty) Ltd (“SP Nexus”, “we”, “us” or “our”) to the client identified in the applicable Service Schedule (“Client”, “you” or “your”).

By signing or electronically accepting this Agreement and the applicable Service Schedule, the Client agrees to be legally bound by its terms.

This Agreement is intended to provide a clear understanding of the services being provided, the responsibilities of each party, the applicable fees and the manner in which the parties will work together.

2. CLIENT DETAILS

3. DEFINITIONS

For purposes of this Agreement:

“Agreement” means this Client Services Agreement together with any applicable Service Schedule and written amendments agreed between the parties.

“Client” means the person or business receiving services from SP Nexus.

“Services” means the services agreed between SP Nexus and the Client and recorded in the applicable Service Schedule.

“Service Schedule” means the document setting out the Client’s selected package, services, applicable monthly fee, service scope and any specific terms.

“Additional Services” means services requested by the Client that fall outside the scope of the Client’s selected package.

“Business Health Score” means an assessment generated by SP Nexus using relevant business, administrative and operational information available to SP Nexus.

“Client Portal” means any digital portal or workspace provided by SP Nexus for the Client’s access to relevant information, documents, reports, tasks or service updates.

“Confidential Information” means information that is confidential by its nature or that a reasonable person would understand to be confidential.

“Personal Information” has the meaning given to it under applicable South African privacy legislation, including the Protection of Personal Information Act 4 of 2013 (“POPIA”).

4. SERVICES

4.1 SP Nexus will provide the Services selected by the Client and recorded in the applicable Service Schedule.

4.2 Depending on the package selected, Services may include:

• business administration support;
• administrative assistance;
• Business Health Score and monitoring;
• business performance monitoring;
• business reports;
• business recommendations and improvement insights;
• document and record organisation;
• customer administration;
• supplier administration;
• operational support;
• business process support;
• general business coordination;
• Client Portal access; and
• other services specifically agreed between the parties.

4.3 The Services provided to the Client are limited to the scope agreed in the Service Schedule.

4.4 SP Nexus will perform the Services with reasonable care and skill.

4.5 SP Nexus may determine reasonable methods and processes for delivering the Services, provided that those methods remain consistent with the agreed scope.

5. BUSINESS HEALTH SCORE

5.1 Where included in the Client’s package, SP Nexus may provide the Client with a Business Health Score.

5.2 The Business Health Score is intended to help the Client identify areas of strength, weakness, risk or potential improvement within its business.

5.3 The assessment may consider information relating to areas such as:

• administration;
• operational organisation;
• customer processes;
• supplier processes;
• record keeping;
• business processes;
• general business performance indicators; and
• other relevant information available to SP Nexus.

5.4 The Business Health Score is an internal business-support and monitoring tool.

5.5 It is not an audit, statutory financial statement, valuation, credit rating, investment assessment, professional certification or guarantee of business performance.

5.6 A Business Health Score does not guarantee that a Client will achieve any particular level of revenue, profit, growth or other business result.

6. BUSINESS RECOMMENDATIONS

6.1 Where included in the selected package, SP Nexus may provide recommendations based on information reasonably available to SP Nexus.

6.2 Recommendations may relate to administration, operations, organisation, customer management, supplier management, record keeping, efficiency and general business improvement.

6.3 Recommendations are intended to support the Client’s decision-making.

6.4 The Client remains responsible for deciding whether, when and how to implement any recommendation.

6.5 SP Nexus does not guarantee any particular outcome resulting from the implementation or non-implementation of a recommendation.

7. ADMINISTRATIVE AND OPERATIONAL SUPPORT

7.1 Where included, SP Nexus may perform agreed administrative and operational tasks on behalf of the Client.

7.2 Such tasks may include organising information, maintaining agreed records, preparing documents, updating administrative information and assisting with routine business processes.

7.3 The exact nature and limits of administrative support will depend on the Client’s selected package.

7.4 SP Nexus will not knowingly perform an activity that requires a professional licence, registration or qualification that SP Nexus does not hold.

8. CLIENT PORTAL

8.1 Where applicable, SP Nexus may provide the Client with access to a digital Client Portal.

8.2 The Client Portal may provide access to:

• Business Health Scores;
• reports;
• recommendations;
• service progress;
• tasks;
• documents;
• business information; and
• other information relating to the Client’s engagement with SP Nexus.

8.3 The Client is responsible for ensuring that its authorised users keep their login credentials confidential.

8.4 The Client must notify SP Nexus as soon as reasonably possible if it becomes aware of suspected unauthorised access.

8.5 SP Nexus may temporarily restrict access to the Client Portal where reasonably necessary for maintenance, security, technical reasons or because the Client’s account is suspended.

8.6 Upon termination of the Client relationship, Portal access may be disabled after the applicable termination date, subject to any agreed transition arrangements and applicable legal requirements.

9. CLIENT RESPONSIBILITIES

9.1 The Client agrees to provide SP Nexus with accurate, complete and timely information reasonably required to perform the Services.

9.2 The Client is responsible for the accuracy and legality of information, documents and instructions supplied to SP Nexus.

9.3 The Client must provide SP Nexus with reasonable access to information, systems, documents or platforms where such access is necessary to perform an agreed Service.

9.4 The Client must ensure that it has the necessary authority to provide information or access to SP Nexus.

9.5 The Client remains responsible for its own business decisions and legal, tax, accounting, employment and regulatory obligations unless a specific Service has expressly been agreed to address a particular matter.

9.6 The Client must not instruct SP Nexus to perform an unlawful act.

9.7 Delays caused by the Client’s failure to provide information, access, instructions or approvals may affect the delivery of the relevant Service.

10. FEES AND PAYMENT

10.1 The Client will pay SP Nexus the monthly fee specified in the applicable Service Schedule.

10.2 SP Nexus does not charge a standard once-off onboarding fee unless the parties expressly agree otherwise in writing for a particular engagement.

10.3 Monthly Services are billed on a recurring monthly basis.

10.4 The Client’s monthly fee covers only the Services included within its selected package and agreed scope.

10.5 Payment must be made by the due date specified in the Service Schedule or invoice.

10.6 If a payment is overdue, SP Nexus may notify the Client and request payment.

10.7 If an undisputed amount remains unpaid after reasonable notice, SP Nexus may temporarily suspend Services until the account is brought up to date.

10.8 Suspension of Services does not automatically cancel outstanding payment obligations.

10.9 SP Nexus will not charge the Client for Additional Services unless the applicable scope and fee have been communicated to and accepted by the Client beforehand.

11. ADDITIONAL SERVICES

11.1 The Client may request work outside the scope of its selected package.

11.2 Additional Services will be quoted separately according to factors including:

• the nature of the work;
• complexity;
• estimated time;
• resources required;
• urgency;
• number of deliverables; and
• other relevant requirements.

11.3 Additional Services may generally start from R2,500, depending on the scope and complexity of the requested work.

11.4 The applicable fee for Additional Services will be communicated to the Client before the work begins.

11.5 SP Nexus will not intentionally perform chargeable Additional Services without obtaining the Client’s approval of the applicable fee.

12. SERVICE LIMITS

12.1 A package may contain reasonable limits relating to the volume or frequency of Services.

12.2 Such limits may relate to matters including:

• tasks;
• documents;
• reports;
• meetings;
• administrative requests;
• processing volumes; or
• other agreed service units.

12.3 Any material package limits applicable to a Client will be communicated in the relevant Service Schedule.

12.4 Where a Client’s requirements materially exceed the reasonable scope of its selected package, SP Nexus may recommend an appropriate package change or quote the additional work separately.

13. TERM

13.1 This Agreement begins on the Start Date specified in the Service Schedule.

13.2 Unless otherwise stated in the Service Schedule, the Services operate on a month-to-month basis.

13.3 There is no requirement for the Client to enter into a long-term fixed contract unless the Client expressly agrees to one.

14. TERMINATION BY THE CLIENT

14.1 Unless a different arrangement is expressly stated in the Service Schedule, either party may terminate a month-to-month arrangement by providing 30 days’ written notice.

14.2 The Client remains responsible for fees properly due for Services provided up to the effective termination date.

14.3 Termination does not affect rights or obligations that accrued before the termination date.

14.4 Following termination, SP Nexus will reasonably cooperate with the Client regarding the return or handover of relevant Client materials, subject to outstanding lawful rights and obligations.

15. TERMINATION BY SP NEXUS

15.1 SP Nexus may terminate the Agreement by providing the applicable notice period.

15.2 SP Nexus may terminate or suspend Services earlier where:

• the Client commits a material breach of this Agreement;
• the Client fails to pay an undisputed amount after reasonable notice;
• the Client provides materially false or misleading information;
• the Client requests unlawful conduct;
• continued provision of Services would create a serious legal, security or operational risk; or
• another circumstance arises that reasonably prevents SP Nexus from continuing the engagement.

15.3 Where reasonably possible, SP Nexus will provide the Client with notice and an opportunity to remedy a breach before termination.

15.4 Nothing in this section limits any rights the Client may have under applicable law.

16. CONFIDENTIALITY

16.1 Each party agrees to protect the other party’s Confidential Information.

16.2 Confidential Information may include:

• financial information;
• business records;
• customer information;
• supplier information;
• passwords and access credentials;
• business strategies;
• internal procedures;
• documents;
• operational information;
• pricing information; and
• other non-public information.

16.3 Confidential Information may only be used for purposes reasonably connected with the Agreement.

16.4 A party may disclose Confidential Information where disclosure is required by law, court order or a lawful regulatory authority.

16.5 Confidentiality obligations continue after termination of this Agreement.

17. POPIA AND PERSONAL INFORMATION

17.1 Each party agrees to comply with applicable privacy and data-protection laws, including POPIA where applicable.

17.2 Where SP Nexus processes Personal Information on behalf of the Client, SP Nexus will process such information for purposes reasonably connected with providing the agreed Services and in accordance with applicable law.

17.3 The Client confirms that it has the necessary authority or lawful basis to provide Personal Information to SP Nexus for the purposes for which it is supplied.

17.4 SP Nexus will implement reasonable safeguards appropriate to the nature of the information and the circumstances in which it is processed.

17.5 The parties will reasonably cooperate where a Personal Information security incident requires notification, investigation or other action under applicable law.

17.6 Nothing in this Agreement prevents either party from exercising a right or complying with an obligation imposed by POPIA or another applicable law.

18. DATA AND CLIENT RECORDS

18.1 Information supplied by the Client remains the Client’s information.

18.2 SP Nexus may create records, reports, assessments and other materials as part of providing the Services.

18.3 The Client is responsible for maintaining appropriate copies of important business records.

18.4 Where appropriate and subject to applicable rights and obligations, SP Nexus will make completed Client-specific deliverables available to the Client.

18.5 SP Nexus may retain records where reasonably necessary for legal, accounting, regulatory, dispute-resolution, security or legitimate business purposes.

19. INTELLECTUAL PROPERTY

19.1 Each party retains ownership of intellectual property it owned before entering into this Agreement.

19.2 Subject to payment of applicable fees, Client-specific deliverables created specifically for the Client as part of the agreed Services will belong to the Client unless otherwise agreed in writing.

19.3 SP Nexus retains ownership of its pre-existing and independently developed:

• templates;
• frameworks;
• systems;
• processes;
• methodologies;
• workflows;
• know-how;
• software;
• tools;
• general business materials; and
• reusable intellectual property.

19.4 The Client does not acquire ownership of SP Nexus’s underlying systems or methodologies merely because those systems or methodologies are used to provide Services.

20. THIRD-PARTY PLATFORMS

20.1 SP Nexus may use third-party software, platforms and service providers to provide or support the Services.

20.2 Third-party platforms may have their own terms, privacy policies, security arrangements and availability requirements.

20.3 SP Nexus is not responsible for an outage, failure, security incident or material change caused solely by a third-party platform that is outside SP Nexus’s reasonable control.

20.4 Where a third-party service requires a separate Client subscription or payment, SP Nexus will inform the Client where reasonably practicable before the Client incurs the cost.

21. PROFESSIONAL AND REGULATED SERVICES

21.1 SP Nexus provides business support and related services.

21.2 Unless expressly agreed and provided through appropriately qualified professionals, SP Nexus does not provide:

• legal advice;
• legal representation;
• tax advice;
• investment advice;
• auditing;
• regulated accounting services;
• financial advice;
• employment-law advice; or
• other regulated professional services.

21.3 Where a matter falls outside SP Nexus’s expertise or legal authority, SP Nexus may recommend that the Client consult an appropriately qualified professional.

22. NO GUARANTEE OF BUSINESS RESULTS

22.1 SP Nexus will provide the agreed Services with reasonable care and skill.

22.2 The Client acknowledges that business performance depends on numerous factors outside SP Nexus’s control.

22.3 SP Nexus does not guarantee:

• increased revenue;
• increased profit;
• increased customers;
• business growth;
• funding;
• tender awards;
• business survival;
• specific Business Health Scores; or
• any other particular commercial outcome.

22.4 The Client remains responsible for its own business decisions and actions.

23. LIMITATION OF LIABILITY

23.1 Nothing in this Agreement excludes or limits liability to the extent that such exclusion or limitation is prohibited by applicable law.

23.2 Subject to applicable law, SP Nexus will not be responsible for loss primarily caused by:

• inaccurate information supplied by the Client;
• incomplete information supplied by the Client;
• instructions given by the Client;
• decisions independently made by the Client;
• unauthorised use of Client credentials by persons under the Client’s control;
• failures of third-party systems outside SP Nexus’s reasonable control; or
• events outside SP Nexus’s reasonable control.

23.3 SP Nexus does not accept responsibility for commercial decisions made by the Client based on general recommendations, reports or assessments.

23.4 Nothing in this section removes any statutory rights or remedies that cannot lawfully be excluded.

24. FORCE MAJEURE

Neither party will be liable for a delay or failure to perform an obligation where the delay or failure results from circumstances reasonably outside that party’s control.

Such circumstances may include:

• widespread internet or telecommunications failures;
• serious technical failures;
• natural disasters;
• government action;
• civil unrest;
• major infrastructure failures;
• cyber incidents affecting critical third-party infrastructure; or
• other comparable circumstances.

The affected party will take reasonable steps to resume performance as soon as reasonably possible.

25. COMMUNICATIONS AND NOTICES

25.1 The parties may communicate regarding the Services through email, the Client Portal or another written communication method agreed between them.

25.2 SP Nexus’s primary business email for client communications is:

[email protected]

25.3 The Client must provide SP Nexus with a current email address and notify SP Nexus of any material change to its contact details.

25.4 Written notices relating to termination, material breach or other formal matters should be sent through a method that creates a reliable record of delivery.

26. ELECTRONIC CONTRACTING AND SIGNATURES

26.1 The parties agree that this Agreement may be concluded electronically.

26.2 The parties may sign this Agreement using an electronic-signature platform, electronic signature, digital signature or another electronic method that identifies the person accepting the Agreement and indicates their intention to be bound by it, where legally valid.

26.3 The parties agree that an electronically signed or accepted copy of this Agreement may be retained electronically.

26.4 An electronic copy of the Agreement may be used as evidence of the Agreement between the parties.

26.5 Where an electronic-signature platform provides an audit trail, timestamp, identity verification, IP information or other signing record, such information may be retained with the Agreement as evidence of acceptance.

26.6 The parties intend that electronic acceptance of this Agreement will have the same contractual effect as signing a physical copy, to the extent permitted by applicable law.

27. CONSUMER AND STATUTORY RIGHTS

27.1 Nothing in this Agreement is intended to remove, restrict or waive any right or protection that cannot lawfully be excluded under applicable South African law.

27.2 Where consumer-protection legislation applies to the relationship, the parties will comply with the applicable statutory requirements.

27.3 If any provision of this Agreement conflicts with a mandatory provision of applicable law, the mandatory provision will prevail to the extent of the conflict.

28. CHANGES TO SERVICES OR PACKAGES

28.1 SP Nexus may introduce, modify or discontinue packages from time to time.

28.2 A change to the Client’s existing Services or fees will not take effect without reasonable notice and, where required, the Client’s agreement.

28.3 The Client may request an upgrade, downgrade or other change to its package.

28.4 Changes to the Client’s package, Services or fees will be confirmed in writing before taking effect.

29. INDEPENDENT CONTRACTOR

29.1 SP Nexus provides the Services as an independent service provider.

29.2 Nothing in this Agreement creates an employment relationship, partnership, joint venture, agency relationship or fiduciary relationship between the parties unless expressly agreed in writing.

29.3 The Client may not represent that SP Nexus is an employee, partner or legal representative of the Client.

30. SUBCONTRACTING AND ASSISTANCE

30.1 SP Nexus may engage employees, contractors or suitably qualified third parties to assist in delivering the Services where reasonably necessary.

30.2 SP Nexus remains responsible for managing the agreed Services.

30.3 Where Personal Information is involved, SP Nexus will take reasonable steps to ensure that applicable privacy and confidentiality obligations are addressed.

31. DISPUTE RESOLUTION

31.1 The parties agree to attempt to resolve disputes in good faith before commencing formal proceedings, where reasonably practicable.

31.2 A party raising a dispute should provide written notice describing the issue and the outcome sought.

31.3 The parties will attempt to resolve the matter within a reasonable period.

31.4 Nothing prevents either party from seeking urgent legal relief where reasonably necessary.

32. GOVERNING LAW

32.1 This Agreement is governed by the laws of the Republic of South Africa.

32.2 Subject to applicable law, the parties submit to the jurisdiction of the appropriate courts of South Africa.

33. SEVERABILITY

If any provision of this Agreement is found to be invalid, unlawful or unenforceable, that provision will be severed or limited to the extent necessary, while the remaining provisions will continue to apply to the extent permitted by law.

34. NO WAIVER

A failure or delay by either party to exercise a right under this Agreement does not constitute a waiver of that right.

A waiver of one breach does not constitute a waiver of any later breach.

35. ENTIRE AGREEMENT

35.1 This Agreement and the applicable Service Schedule constitute the agreement between the parties concerning the Services.

35.2 Any additional written document expressly incorporated into the Agreement will form part of the Agreement.

35.3 Where there is a conflict between this Agreement and a Service Schedule, the Service Schedule will prevail only in relation to the specific commercial or service matter it expressly addresses.

36. ELECTRONIC RECORDS

Each party agrees that electronic records relating to the Agreement, including emails, electronically signed documents, invoices, approvals, written confirmations and Client Portal records, may be retained as evidence of communications and agreements between the parties, subject to applicable law.

37. ACKNOWLEDGEMENT

By signing or electronically accepting this Agreement, the Client confirms that:

1. it has had an opportunity to read and understand this Agreement;
2. it understands the Services it is purchasing;
3. it understands the applicable fees;
4. it understands that Additional Services may be charged separately where approved;
5. it understands that SP Nexus does not guarantee a particular business outcome;
6. it understands its responsibilities under this Agreement; and
7. it agrees to be bound by this Agreement and the applicable Service Schedule.