SoftSol Master Service Level Agreement

The published baseline at /sla is SoftSol’s current standard template. Where you have a signed Subscription Form or Agreement, those signed terms govern your engagement and are not unilaterally amended by changes to the published baseline (see clause 11). Obtain legal advice on final wording.

• Agreement: this Master SLA together with the applicable Subscription Form or Schedule and all policies incorporated by reference.
• Business Day: any day other than a Saturday, Sunday or South African public holiday.
• Client / The Client: The Party identified in the Subscription Form, or SoftSol's counterparty named on signed orders, as applicable.
• Schedule / Subscription Form: the per-client schedule of services, support scope, response targets, pricing and other terms agreed at sign-up and updated by mutual agreement.
• Services: the managed services, support and other work described in the applicable Schedule.
• SoftSol: SoftSol (Pty) Ltd trading as SoftSol or its applicable trading entities.
• NDA: the SoftSol Mutual Non-Disclosure Agreement, incorporated into and forming part of this Agreement.
• Privacy Policy: the SoftSol Privacy Policy (including POPIA-related terms), incorporated into and forming part of this Agreement.

• Service basis: Services are pre-paid unless otherwise agreed.
• Equipment risk: All equipment (hardware/devices) worked on, transported, or held at SoftSol's workshop is handled at The Client's sole risk, save for loss or damage caused by SoftSol's negligence or wilful misconduct, for which SoftSol remains responsible to the extent required by law.
• Insurance: It is The Client's responsibility to insure equipment against loss or damage.
• Zero-commitment: No fees are due if no Subscription Form is active.

• Ordinary hours: 08:00–17:00 on Business Days.
• Standard rates: As per the individual solution schedule, applicable quotes, or issued invoices. Rates may also be provided on request from your SoftSol representative.
• After-hours support: Support outside ordinary hours is available by prior arrangement. Unless otherwise agreed in the applicable Schedule, weekdays and Saturdays outside ordinary hours are charged at double (2×) the applicable standard rate, and Sundays and South African public holidays at triple (3×) the applicable standard rate.

• 4.1 Data recovery: Rates exclude data recovery and hardware costs unless expressly included in the applicable Schedule.
• 4.2 Liability limit: Save for loss or damage caused by SoftSol's gross negligence or wilful misconduct, SoftSol is not liable for loss of profit, data, or indirect or consequential damages. To the maximum extent permitted by law, SoftSol's aggregate liability arising out of or in connection with the Services is limited to the fees paid by The Client for the affected Services during the three (3) months preceding the event giving rise to the claim.
• 4.3 Security & third-party criminality: SoftSol uses reasonable skill and care to reduce security risks, but no provider can guarantee absolute security. SoftSol is not liable for breaches, hacking or ransomware caused by third parties, except to the extent a breach is directly caused by SoftSol's failure to perform a contracted security duty (such as agreed patching, monitoring or anti-malware deployment) amounting to gross negligence.
• 4.4 Non-solicitation: The Client agrees not to solicit or employ SoftSol staff for 12 months after the end of the commercial relationship governed by this Master SLA.

The Client shall:

• Provide accurate, complete and timely information, instructions, access and decisions reasonably required for SoftSol to perform the Services.
• Designate authorised contacts with authority to give instructions and accept deliverables.
• Maintain its own backups of critical data and systems, unless backup services are expressly included in the applicable Schedule.
• Promptly notify SoftSol of material changes to its environment, systems or requirements, and of actual or suspected security incidents.
• Comply with all applicable laws, including POPIA, in respect of its data and systems.

SoftSol shall not be liable for failure, delay or increased cost in performing the Services to the extent caused by The Client’s breach of these responsibilities or provision of inaccurate, incomplete or outdated information.

• Cycle: Unless otherwise agreed in the applicable Schedule, invoices are delivered by the 20th and are payable by the 26th of the same month. Alternative payment terms (for example 15 or 30 days) may be agreed in writing in the Schedule.
• Interest: Overdue amounts may accrue interest at the South African Prime Rate plus 200 basis points from the due date until paid.

Either party may terminate this Agreement by providing not less than one (1) calendar month's written notice. To take effect at the end of a given billing month, written notice must be received before the 26th of the preceding month. Notice received on or after the 26th will be treated as given at the start of the following month, with termination taking effect one calendar month thereafter.

All charges for authorised work performed up to the effective termination date remain payable, as do any lawful cancellation provisions in the applicable Subscription Form or schedule.

The SoftSol Mutual Non-Disclosure Agreement and SoftSol Privacy Policy (including POPIA terms) are incorporated into and form an integral part of this Master SLA. By entering into a Subscription Form, The Client acknowledges and agrees to these separate policies as if reproduced here in full, to the extent applicable to the services.

• Subcontractors: Any subcontractors or agents engaged by SoftSol are required to operate under confidentiality and data protection obligations no less protective than those in the NDA and Privacy Policy. SoftSol remains responsible for their compliance.
• Client staff: The Client similarly ensures its employees and contractors who receive SoftSol’s Confidential Information or personal information are bound by equivalent obligations.
• Survival: Confidentiality and data protection obligations survive termination for the periods stated in the NDA and Privacy Policy.

Neither Party shall be liable for failure or delay in performing its obligations if such failure or delay results from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions or embargoes, power outages or loadshedding, failures of third-party infrastructure (including internet, telecom or cloud providers), strikes, pandemics or epidemics.

The affected Party shall give prompt written notice and use reasonable efforts to mitigate the effects. If the force majeure event continues for more than 30 consecutive days, either Party may terminate this Agreement on written notice without further liability.

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

The Parties submit to the non-exclusive jurisdiction of the courts of South Africa (Johannesburg division). Before instituting legal proceedings, the Parties agree to attempt in good faith to resolve any dispute through negotiation within 30 days of written notice. If unresolved, either Party may refer the matter to mediation or arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA) or pursue litigation.

This Master SLA, the applicable Subscription Form or Schedule, and the incorporated NDA and Privacy Policy constitute the entire agreement between the Parties concerning the subject matter and supersede prior negotiations, representations, warranties and agreements relating thereto.

No amendment, variation or waiver is effective unless in writing and signed by authorised representatives of both Parties. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.

A Schedule of Services is agreed with every client at the time of sign-up and forms part of this Agreement. The Schedule sets out the specific solutions, support scope, response/priority targets, inclusions and exclusions, and pricing applicable to that client.

The recurring invoice serves as the live billing record of the Services in effect; the detailed service levels, response targets and inclusions are as set out in the Schedule agreed in writing at sign-up and updated by mutual agreement. Where the recurring invoice and the written Schedule differ on scope, the written Schedule prevails. Additional services outside the agreed Schedule may be requested at any time and will be quoted separately or referenced in a supplementary invoice.

Project-style or ad hoc work is quoted unless expressly included on the Subscription Form.

The SoftSol Midas portal is available to request services and ask for services to be activated. Sign in if you already have access, or use Request access on the sign-in page to submit a new portal account for SoftSol review.

PDF vs online version: The downloadable PDF directs clients to the portal to request services. The live online version includes active links and wording such as “Requesting services to be activated” for the self-service flow. The published online terms at /sla prevail in case of mismatch.

This Master SLA may be accepted electronically by signed-in portal clients below, or printed and signed by hand. Acceptance is also effected by completing a Subscription Form for services.