SERVICE AGREEMENT
Entered into between:
Source A Rep (Pty) Ltd
(Registration No: 2025/479036/07)
(Hereinafter referred to as “the Company”)
and
(Hereinafter referred to as “the Client”)
Each is a “Party” and collectively “the Parties”.
Entered into between:
Source A Rep (Pty) Ltd
(Registration No: 2025/479036/07)
(Hereinafter referred to as “the Company”)
and
(Hereinafter referred to as “the Client”)
Each is a “Party” and collectively “the Parties”.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 2 of 28
PREAMBLE
WHEREAS the Company carries on the business of sourcing, screening, and administratively
facilitating Sales Development Representatives (“SDRs”) for clients seeking to generate and manage
sales opportunities.
AND WHEREAS the Client wishes to procure such SDRs under a Client–Managed Model, whereby the
Client directs, supervises, and evaluates the SDRs in daily operational matters, and the Company
performs the administrative, contractual, and compliance functions associated with such engagement;
AND WHEREAS the Parties intend that their relationship shall be one of independent contractors,
governed strictly by this Agreement and its annexures.
NOW THEREFORE, the Parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context indicates otherwise, the following words shall bear the
following definitions:
1.1.1 “Agreement” means this Service Agreement, including Annexure A (Order Form),
Annexure B (Key Performance Indicators), and all written amendments or addenda duly
executed by both Parties.
1.1.2 “AFSA” means the Arbitration Foundation of Southern Africa.
1.1.3 “Arbitration Act” means the Arbitration Act No. 42 of 1965 (as amended).
1.1.4 “Business Day” means any day other than a Saturday, Sunday, or public holiday in the
Republic of South Africa.
1.1.5 “Client–Managed Model” means the arrangement whereby SDRs operate under the
Client’s direct instruction, reporting, and supervision in all operational and performance–
related matters, and the Company’s role is confined to sourcing, contracting,
remuneration administration, and compliance management.
Page 2 of 28
PREAMBLE
WHEREAS the Company carries on the business of sourcing, screening, and administratively
facilitating Sales Development Representatives (“SDRs”) for clients seeking to generate and manage
sales opportunities.
AND WHEREAS the Client wishes to procure such SDRs under a Client–Managed Model, whereby the
Client directs, supervises, and evaluates the SDRs in daily operational matters, and the Company
performs the administrative, contractual, and compliance functions associated with such engagement;
AND WHEREAS the Parties intend that their relationship shall be one of independent contractors,
governed strictly by this Agreement and its annexures.
NOW THEREFORE, the Parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context indicates otherwise, the following words shall bear the
following definitions:
1.1.1 “Agreement” means this Service Agreement, including Annexure A (Order Form),
Annexure B (Key Performance Indicators), and all written amendments or addenda duly
executed by both Parties.
1.1.2 “AFSA” means the Arbitration Foundation of Southern Africa.
1.1.3 “Arbitration Act” means the Arbitration Act No. 42 of 1965 (as amended).
1.1.4 “Business Day” means any day other than a Saturday, Sunday, or public holiday in the
Republic of South Africa.
1.1.5 “Client–Managed Model” means the arrangement whereby SDRs operate under the
Client’s direct instruction, reporting, and supervision in all operational and performance–
related matters, and the Company’s role is confined to sourcing, contracting,
remuneration administration, and compliance management.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 3 of 28
1.1.6 “Commencement Date” means the date of signature of this Agreement by the Party last
signing or the date on which the engagement shall commence as agreed between the
parties.
1.1.7 “Confidential Information” means all non–public, proprietary, or sensitive information,
whether written, oral, or electronic, disclosed by one Party to the other in connection
with this Agreement.
1.1.8 “Fees” means the total monthly charges payable by the Client to the Company for
services rendered, as stipulated in each Order Form, exclusive of VAT.
1.1.9 “Initial period” means the first month or period agreed (in the case of a retainer) in which
the Client contracts the services of the Company.
1.1.10 “Intellectual Property” means all patents, rights to inventions, copyright and related
rights, trade–marks, trade names and domain names, rights in designs, rights in models,
rights in computer software, database rights, rights in confidential information (including
know–how and trade secrets) and any other intellectual property rights, in each case
whether registered or unregistered and including all applications (or rights to apply) for,
and renewals or extensions of, such rights and all similar or equivalent rights or forms
of protection which may now or in the future subsist in any part of the world.
1.1.11 “Order Form” means the written schedule, executed by the Parties for each SDR
engagement.
1.1.12 “Personal Information” bears the meaning assigned in the Protection of Personal
Information Act 4 of 2013 (“POPIA”).
1.1.13 “SDR” or “Consultant” means the individual sourced or facilitated by the Company for
assignment to the Client in terms of the relevant Order Form.
1.1.14 “Services” means the sourcing, facilitation, onboarding, administrative management,
and replacement of SDRs by the Company under this Agreement.
1.1.15 “VAT” means value–added tax as levied under the Value–Added Tax Act No. 89 of 1991.
1.2 In this Agreement
1.2.1 Clause headings and the heading of the Agreement are for convenience only and are
not to be used in their interpretation;
1.2.2 an expression which denotes
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1.1.6 “Commencement Date” means the date of signature of this Agreement by the Party last
signing or the date on which the engagement shall commence as agreed between the
parties.
1.1.7 “Confidential Information” means all non–public, proprietary, or sensitive information,
whether written, oral, or electronic, disclosed by one Party to the other in connection
with this Agreement.
1.1.8 “Fees” means the total monthly charges payable by the Client to the Company for
services rendered, as stipulated in each Order Form, exclusive of VAT.
1.1.9 “Initial period” means the first month or period agreed (in the case of a retainer) in which
the Client contracts the services of the Company.
1.1.10 “Intellectual Property” means all patents, rights to inventions, copyright and related
rights, trade–marks, trade names and domain names, rights in designs, rights in models,
rights in computer software, database rights, rights in confidential information (including
know–how and trade secrets) and any other intellectual property rights, in each case
whether registered or unregistered and including all applications (or rights to apply) for,
and renewals or extensions of, such rights and all similar or equivalent rights or forms
of protection which may now or in the future subsist in any part of the world.
1.1.11 “Order Form” means the written schedule, executed by the Parties for each SDR
engagement.
1.1.12 “Personal Information” bears the meaning assigned in the Protection of Personal
Information Act 4 of 2013 (“POPIA”).
1.1.13 “SDR” or “Consultant” means the individual sourced or facilitated by the Company for
assignment to the Client in terms of the relevant Order Form.
1.1.14 “Services” means the sourcing, facilitation, onboarding, administrative management,
and replacement of SDRs by the Company under this Agreement.
1.1.15 “VAT” means value–added tax as levied under the Value–Added Tax Act No. 89 of 1991.
1.2 In this Agreement
1.2.1 Clause headings and the heading of the Agreement are for convenience only and are
not to be used in their interpretation;
1.2.2 an expression which denotes
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 4 of 28
1.2.2.1 Any gender includes the other genders;
1.2.2.2 A natural person includes a juristic person and vice versa;
1.2.2.3 The singular includes the plural and vice versa; and
1.2.2.4 a Party includes a reference to that Party’s successors in title and assigns
allowed at law;
1.2.2.5 A reference to a consecutive series of two or more clauses is deemed to
include the first and last mentioned clauses.
1.3 Any reference in this Agreement to –
1.3.1 “laws” means all constitutions; statutes; regulations; by–laws; codes; ordinances;
decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory
judgments, orders, decisions, rulings, or awards; policies; voluntary restraints;
guidelines; directives; compliance notices; abatement notices; Agreements with,
requirements of, or instructions by any governmental body; and the common law, and
“law” shall have a similar meaning; and
1.3.2 “person” means any natural person, company, close corporation, trust, partnership,
joint venture, association, unincorporated association, Governmental Body, or other
entity, whether or not having separate legal personality.
1.3.3 The words “include” and “including” mean “include without limitation” and “including
without limitation”. The terms “include” and “including” followed by a specific example
or examples shall not be construed as limiting the meaning of the general wording
preceding them.
1.3.4 Any substantive provision conferring rights or imposing obligations on a Party and
appearing in any of the definitions in this clause or elsewhere in this Agreement shall
be given effect as if it were a substantive provision in the body of the Agreement.
1.3.5 Words and expressions defined in any clause, Annexure or Schedule to this Agreement
shall, unless the application of any such word or phrase is expressly limited to that
clause, bear the meaning assigned to such word or expression throughout this
Agreement.
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1.2.2.1 Any gender includes the other genders;
1.2.2.2 A natural person includes a juristic person and vice versa;
1.2.2.3 The singular includes the plural and vice versa; and
1.2.2.4 a Party includes a reference to that Party’s successors in title and assigns
allowed at law;
1.2.2.5 A reference to a consecutive series of two or more clauses is deemed to
include the first and last mentioned clauses.
1.3 Any reference in this Agreement to –
1.3.1 “laws” means all constitutions; statutes; regulations; by–laws; codes; ordinances;
decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory
judgments, orders, decisions, rulings, or awards; policies; voluntary restraints;
guidelines; directives; compliance notices; abatement notices; Agreements with,
requirements of, or instructions by any governmental body; and the common law, and
“law” shall have a similar meaning; and
1.3.2 “person” means any natural person, company, close corporation, trust, partnership,
joint venture, association, unincorporated association, Governmental Body, or other
entity, whether or not having separate legal personality.
1.3.3 The words “include” and “including” mean “include without limitation” and “including
without limitation”. The terms “include” and “including” followed by a specific example
or examples shall not be construed as limiting the meaning of the general wording
preceding them.
1.3.4 Any substantive provision conferring rights or imposing obligations on a Party and
appearing in any of the definitions in this clause or elsewhere in this Agreement shall
be given effect as if it were a substantive provision in the body of the Agreement.
1.3.5 Words and expressions defined in any clause, Annexure or Schedule to this Agreement
shall, unless the application of any such word or phrase is expressly limited to that
clause, bear the meaning assigned to such word or expression throughout this
Agreement.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 5 of 28
1.3.6 Unless otherwise provided, defined terms appearing in this Agreement in title case shall
be given their meaning as defined. The words appearing in lowercase shall be
interpreted according to their plain English meaning.
1.3.7 A reference to any statutory enactment shall be construed as a reference to that
enactment as at the Signature Date and as amended or substituted from time to time.
1.3.8 Unless expressly otherwise provided, any number of days prescribed shall be
determined by excluding the first and including the last day or, where the last day falls
on a day that is not a business day, the next succeeding business day.
1.3.9 If the due date for the performance of any obligation in terms of this Agreement is a day
which is not a business day, then (unless otherwise stipulated) the due date for the
performance of the relevant obligation shall be the immediately following business day.
1.3.10 The rule of construction that this Agreement shall be interpreted against the Party
responsible for drafting this Agreement shall not apply.
1.3.11 No provision of this Agreement shall (unless otherwise stipulated) constitute a
stipulation for the benefit of any person (stipulatio alteri) who is not a Party to this
Agreement.
1.3.12 The use of any expression in this Agreement covering a process available under South
African law, such as winding–up, shall, if either of the Parties to this Agreement is
subject to the law of any other jurisdiction, be construed as including any equivalent or
analogous proceedings under the law of such other jurisdiction.
1.3.13 Any reference in this Agreement to “this Agreement” or any other Agreement or
document shall be construed as a reference to this Agreement or, as the case may be,
such additional Agreement or document, as amended, varied, novated or
supplemented from time to time.
1.3.14 In this Agreement, the words “clause” or “clauses” and “annexure” or “annexures” and
“schedule” or “schedules” refer to clauses of and annexures and schedules to this
Agreement.
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1.3.6 Unless otherwise provided, defined terms appearing in this Agreement in title case shall
be given their meaning as defined. The words appearing in lowercase shall be
interpreted according to their plain English meaning.
1.3.7 A reference to any statutory enactment shall be construed as a reference to that
enactment as at the Signature Date and as amended or substituted from time to time.
1.3.8 Unless expressly otherwise provided, any number of days prescribed shall be
determined by excluding the first and including the last day or, where the last day falls
on a day that is not a business day, the next succeeding business day.
1.3.9 If the due date for the performance of any obligation in terms of this Agreement is a day
which is not a business day, then (unless otherwise stipulated) the due date for the
performance of the relevant obligation shall be the immediately following business day.
1.3.10 The rule of construction that this Agreement shall be interpreted against the Party
responsible for drafting this Agreement shall not apply.
1.3.11 No provision of this Agreement shall (unless otherwise stipulated) constitute a
stipulation for the benefit of any person (stipulatio alteri) who is not a Party to this
Agreement.
1.3.12 The use of any expression in this Agreement covering a process available under South
African law, such as winding–up, shall, if either of the Parties to this Agreement is
subject to the law of any other jurisdiction, be construed as including any equivalent or
analogous proceedings under the law of such other jurisdiction.
1.3.13 Any reference in this Agreement to “this Agreement” or any other Agreement or
document shall be construed as a reference to this Agreement or, as the case may be,
such additional Agreement or document, as amended, varied, novated or
supplemented from time to time.
1.3.14 In this Agreement, the words “clause” or “clauses” and “annexure” or “annexures” and
“schedule” or “schedules” refer to clauses of and annexures and schedules to this
Agreement.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 6 of 28
2 APPOINTMENT AND SCOPE OF SERVICES
2.1 The Client hereby appoints the Company to render the Services on a non–exclusive,
independent–contractor basis, and the Company accepts such appointment upon the terms
contained herein.
3 RELATIONSHIP BETWEEN THE PARTIES
3.1 The Parties’ relationship in terms of this Agreement shall be that of independent contractors. No
partnership or joint venture is hereby created between the Company and the Client. Neither Party
shall be entitled to bind the other.
3.2 Save as specifically herein contemplated —
3.2.1 This Agreement does not appoint one Party as the legal representative, employee or
servant of the other Party.
3.2.2 This Agreement does not constitute the employees of one Party as being the employees
of the other Party; and
3.2.3 Neither of the Parties shall have the authority to assume any obligation on behalf of the
other Party or to bind or commit the other Party in any way.
4 SCOPE OF SERVICES, DUTIES AND OBLIGATIONS
4.1 The Company shall:
4.1.1 Source and pre–screen candidates suitable for the Client’s SDR requirements and
include provisions in the Consultant agreement to the following effect:
4.1.1.1 Notifying the SDRs that they are procured as independent contractors and
that the SDR warrants that they have the necessary skill and expertise to
deliver the services set out by the Client.
4.1.1.2 Provide the Client with confirmation of the SDR’s skills, experience and
background.
4.1.1.3 That the SDR must perform in accordance with the scope, milestones or
deliverables that are communicated by the Client and as set out in the
service or work order.
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2 APPOINTMENT AND SCOPE OF SERVICES
2.1 The Client hereby appoints the Company to render the Services on a non–exclusive,
independent–contractor basis, and the Company accepts such appointment upon the terms
contained herein.
3 RELATIONSHIP BETWEEN THE PARTIES
3.1 The Parties’ relationship in terms of this Agreement shall be that of independent contractors. No
partnership or joint venture is hereby created between the Company and the Client. Neither Party
shall be entitled to bind the other.
3.2 Save as specifically herein contemplated —
3.2.1 This Agreement does not appoint one Party as the legal representative, employee or
servant of the other Party.
3.2.2 This Agreement does not constitute the employees of one Party as being the employees
of the other Party; and
3.2.3 Neither of the Parties shall have the authority to assume any obligation on behalf of the
other Party or to bind or commit the other Party in any way.
4 SCOPE OF SERVICES, DUTIES AND OBLIGATIONS
4.1 The Company shall:
4.1.1 Source and pre–screen candidates suitable for the Client’s SDR requirements and
include provisions in the Consultant agreement to the following effect:
4.1.1.1 Notifying the SDRs that they are procured as independent contractors and
that the SDR warrants that they have the necessary skill and expertise to
deliver the services set out by the Client.
4.1.1.2 Provide the Client with confirmation of the SDR’s skills, experience and
background.
4.1.1.3 That the SDR must perform in accordance with the scope, milestones or
deliverables that are communicated by the Client and as set out in the
service or work order.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 7 of 28
4.1.1.4 That the SDR must comply with the Client’s internal policies and
procedures and ensure that all Consultants are classified as independent
contractors but remain subject to applicable South African labour
legislation, including the Basic Conditions of Employment Act, where
relevant.
4.1.1.5 That the SDR is solely responsible for the output provided.
4.1.1.6 That the SDR shall comply with all applicable South African laws, including
labour, data protection, and anti–bribery and corruption legislation in the
performance of services under this Agreement.
4.1.1.7 The SDR may not subcontract their services without the prior written
consent of the Company or its Client.
4.1.1.8 The SDR shall, to the extent reasonable, conform to the Client’s
organisational culture, internal reporting lines, and operational structures
in as far as is reasonably possible.
4.1.2 Upon assessment of the SDR’s suitability and approval by the Client, conclude
consultant agreements with SDRs under which the Company remains the contracting
entity of record and shall indemnify the Client against any claims, penalties, or losses
arising from misclassification of Consultants, except where such misclassification
results from the Client’s instructions or conduct.
4.1.3 Administer all payments to SDRs.
4.1.4 Manage onboarding logistics, recordkeeping, and compliance documentation.
4.1.5 Coordinate replacement or substitution of SDRs in accordance with the terms set out
below.
4.1.6 Provide the Client with written guidance on applicable labour law compliance for each
Consultant engagement and shall indemnify the Client against any claims, penalties,
or losses arising from misclassification of Consultants, except where such
misclassification results from the Client’s instructions or conduct.
4.1.7 The Company shall facilitate the HR process to the extent applicable under South
African law, including advisory support on performance, misconduct, or grievance
matters where local labour regulation may apply or require involvement.
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4.1.1.4 That the SDR must comply with the Client’s internal policies and
procedures and ensure that all Consultants are classified as independent
contractors but remain subject to applicable South African labour
legislation, including the Basic Conditions of Employment Act, where
relevant.
4.1.1.5 That the SDR is solely responsible for the output provided.
4.1.1.6 That the SDR shall comply with all applicable South African laws, including
labour, data protection, and anti–bribery and corruption legislation in the
performance of services under this Agreement.
4.1.1.7 The SDR may not subcontract their services without the prior written
consent of the Company or its Client.
4.1.1.8 The SDR shall, to the extent reasonable, conform to the Client’s
organisational culture, internal reporting lines, and operational structures
in as far as is reasonably possible.
4.1.2 Upon assessment of the SDR’s suitability and approval by the Client, conclude
consultant agreements with SDRs under which the Company remains the contracting
entity of record and shall indemnify the Client against any claims, penalties, or losses
arising from misclassification of Consultants, except where such misclassification
results from the Client’s instructions or conduct.
4.1.3 Administer all payments to SDRs.
4.1.4 Manage onboarding logistics, recordkeeping, and compliance documentation.
4.1.5 Coordinate replacement or substitution of SDRs in accordance with the terms set out
below.
4.1.6 Provide the Client with written guidance on applicable labour law compliance for each
Consultant engagement and shall indemnify the Client against any claims, penalties,
or losses arising from misclassification of Consultants, except where such
misclassification results from the Client’s instructions or conduct.
4.1.7 The Company shall facilitate the HR process to the extent applicable under South
African law, including advisory support on performance, misconduct, or grievance
matters where local labour regulation may apply or require involvement.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 8 of 28
4.1.8 The Company shall further perform its obligations with reasonable skill, care, and
diligence, consistent with recognised industry standards, and warrants that each SDR
presented has been screened for experience, competence, and references. Service
levels shall be measured against the Key Performance Indicators (KPIs) set out in
Annexure B.
4.1.9 Replace the SDR on the following terms:
4.1.9.1 If the Client, during the first engagement with the Company, within ten (10)
calendar days of an SDR’s commencement, notifies the Company in writing
that the SDR is unsuitable, the Company shall provide a replacement
candidate of comparable qualifications at no additional placement fee within
ten (10) Business Days, subject to availability.
4.1.9.2 After the initial ten (10) calendar days from the first engagement, the Client
may notify the Company in writing of their decision to terminate the SDR.
Upon such notification, the Client shall provide two (2) weeks’ written notice
for termination due to performance issues, role misalignment, or other
reasonable grounds.
4.1.9.3 Upon written notification of unsuitability, the Company shall conduct a joint
review with the Client to confirm the grounds. If confirmed, the Company shall
initiate replacement at its cost. If no suitable replacement is available within
10 Business Days, the Client may terminate the relevant Order Form and
shall remunerate the Company for the pro–rata days worked by the SDR.
4.1.9.4 In addition, the Client may elect within 10 Business Days from the
commencement of the SDR to acquire an additional SDR to scale up their
services at no additional placement fee.
4.1.10 The Company reserves the right to circulate SDRs due to operational or availability
issues. If an SDR is removed, resigns, or is otherwise unavailable, the Company shall
propose a suitable replacement within ten (10) business days of written notice or as
soon as reasonably practicable. If no suitable replacement is available, the Client may
elect to receive a pro–rata refund or credit for the period of non–delivery.
Page 8 of 28
4.1.8 The Company shall further perform its obligations with reasonable skill, care, and
diligence, consistent with recognised industry standards, and warrants that each SDR
presented has been screened for experience, competence, and references. Service
levels shall be measured against the Key Performance Indicators (KPIs) set out in
Annexure B.
4.1.9 Replace the SDR on the following terms:
4.1.9.1 If the Client, during the first engagement with the Company, within ten (10)
calendar days of an SDR’s commencement, notifies the Company in writing
that the SDR is unsuitable, the Company shall provide a replacement
candidate of comparable qualifications at no additional placement fee within
ten (10) Business Days, subject to availability.
4.1.9.2 After the initial ten (10) calendar days from the first engagement, the Client
may notify the Company in writing of their decision to terminate the SDR.
Upon such notification, the Client shall provide two (2) weeks’ written notice
for termination due to performance issues, role misalignment, or other
reasonable grounds.
4.1.9.3 Upon written notification of unsuitability, the Company shall conduct a joint
review with the Client to confirm the grounds. If confirmed, the Company shall
initiate replacement at its cost. If no suitable replacement is available within
10 Business Days, the Client may terminate the relevant Order Form and
shall remunerate the Company for the pro–rata days worked by the SDR.
4.1.9.4 In addition, the Client may elect within 10 Business Days from the
commencement of the SDR to acquire an additional SDR to scale up their
services at no additional placement fee.
4.1.10 The Company reserves the right to circulate SDRs due to operational or availability
issues. If an SDR is removed, resigns, or is otherwise unavailable, the Company shall
propose a suitable replacement within ten (10) business days of written notice or as
soon as reasonably practicable. If no suitable replacement is available, the Client may
elect to receive a pro–rata refund or credit for the period of non–delivery.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 9 of 28
4.1.11 The Company shall issue formal tax invoices in the name of the Client, reflecting invoice
number, date, SDR name(s), period of service, unit fee, VAT number, and total amount.
The Client may request supporting timesheets or activity summaries for verification,
and failure to object in writing within 5 Business Days of invoice receipt shall be deemed
acceptance of the invoice.
4.2 The Client shall:
4.2.1 Review and approve any SDR proposed for engagement or replacement under this
Agreement. Approval shall be conducted via a call or meeting (Approval Call) with the
Company’s team prior to the SDR’s official placement. The Company shall not be
required to commence the SDR engagement until the Client has provided written or
verbal confirmation of approval, which shall be provided within five (5) business days
from the date of the Approval call. If the Client does not provide feedback within this
period, the proposed SDR or its replacement shall be deemed accepted and suitable.
4.2.1.1 During the Approval Call, the client shall further pose questions or assess:
4.2.1.1.1 Suitability of the SDR in relation to the scope of work,
deliverables or KPIs needed with regard to their business
requirements and operations.
4.2.1.1.2 The cultural suitability and aptitude of the SDR.
4.2.1.1.3 Suitability of the SDR to write/complete a psychometric
test (if applicable).
4.2.2 Assumes full management responsibility for the training of the SDR on all related
policies and procedures (including but not limited to their Code of Conduct, Disciplinary
Code and Harassment Policy) of the Client with which the SDR will be expected to
comply.
4.2.3 Use commercially reasonable efforts to direct and control the SDRs in daily work,
including hours, deliverables, and targets, which shall be reasonable, clearly
communicated and aligned with the role and capacity of the SDR and the agreed KPI’s
set out in Annexure B in relation to their expected performance or delivery output.
4.2.4 Provide all tools, systems, software, platforms, and access necessary for the SDR to
perform their services under this Agreement. The Company shall not be required to
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4.1.11 The Company shall issue formal tax invoices in the name of the Client, reflecting invoice
number, date, SDR name(s), period of service, unit fee, VAT number, and total amount.
The Client may request supporting timesheets or activity summaries for verification,
and failure to object in writing within 5 Business Days of invoice receipt shall be deemed
acceptance of the invoice.
4.2 The Client shall:
4.2.1 Review and approve any SDR proposed for engagement or replacement under this
Agreement. Approval shall be conducted via a call or meeting (Approval Call) with the
Company’s team prior to the SDR’s official placement. The Company shall not be
required to commence the SDR engagement until the Client has provided written or
verbal confirmation of approval, which shall be provided within five (5) business days
from the date of the Approval call. If the Client does not provide feedback within this
period, the proposed SDR or its replacement shall be deemed accepted and suitable.
4.2.1.1 During the Approval Call, the client shall further pose questions or assess:
4.2.1.1.1 Suitability of the SDR in relation to the scope of work,
deliverables or KPIs needed with regard to their business
requirements and operations.
4.2.1.1.2 The cultural suitability and aptitude of the SDR.
4.2.1.1.3 Suitability of the SDR to write/complete a psychometric
test (if applicable).
4.2.2 Assumes full management responsibility for the training of the SDR on all related
policies and procedures (including but not limited to their Code of Conduct, Disciplinary
Code and Harassment Policy) of the Client with which the SDR will be expected to
comply.
4.2.3 Use commercially reasonable efforts to direct and control the SDRs in daily work,
including hours, deliverables, and targets, which shall be reasonable, clearly
communicated and aligned with the role and capacity of the SDR and the agreed KPI’s
set out in Annexure B in relation to their expected performance or delivery output.
4.2.4 Provide all tools, systems, software, platforms, and access necessary for the SDR to
perform their services under this Agreement. The Company shall not be required to
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 10 of 28
provide or supply any such tools or access, and the SDR(s) shall not be held
responsible for delays, underperformance, or failures resulting from the Client’s failure
to provide the required resources promptly.
4.2.5 Make payment of the agreed amount for the services rendered by the Company to the
Client.
4.2.6 Make payment of any agreed Sales Qualified Lead (SQL) commission (if any). The
provision of SQL commission will be confirmed by the parties in writing from time to
time (if applicable). The Client agrees to maintain accurate and timely records in the
tracking tool to ensure transparency and proper calculation of any commissions owed.
4.2.7 Promptly notify the Company of any issues with their performance or conduct that may
impact the Company’s obligations or duties set out herein.
4.2.8 Maintain regular and timely communication with the Company and the SDR on all
matters, including but not limited to requests for information, approvals, feedback, or
other communications related to the SDR’s conduct, attendance, or performance, within
a reasonable timeframe, not exceeding five (5) business days, unless otherwise agreed
in writing.
4.2.9 Ensure a safe, compliant, and non–discriminatory working environment in accordance
with the applicable laws and labour regulations in their respective industry.
4.2.10 Not instruct, entice, or collude to engage in unlawful acts or solicit the SDRs in breach
of this agreement.
4.2.11 Respect the working hours and local labour legislation and regulations that may be
applicable and not unreasonably refuse the SDR time off in the event of illness or
request for time–off unrelated to illness (provided that the request for time–off unrelated
to illness is submitted by the SDR ten (10) days prior to the intended time–off period).
4.3 Nothing in this Agreement shall constitute the Company as a labour broker or temporary
employment service under section 198 of the Labour Relations Act 66 of 1995, nor shall any
employment relationship arise between the Client and any SDR.
4.4 Any changes in the scope of work, deliverables or the KPIs must be reduced to writing and signed
by both parties.
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provide or supply any such tools or access, and the SDR(s) shall not be held
responsible for delays, underperformance, or failures resulting from the Client’s failure
to provide the required resources promptly.
4.2.5 Make payment of the agreed amount for the services rendered by the Company to the
Client.
4.2.6 Make payment of any agreed Sales Qualified Lead (SQL) commission (if any). The
provision of SQL commission will be confirmed by the parties in writing from time to
time (if applicable). The Client agrees to maintain accurate and timely records in the
tracking tool to ensure transparency and proper calculation of any commissions owed.
4.2.7 Promptly notify the Company of any issues with their performance or conduct that may
impact the Company’s obligations or duties set out herein.
4.2.8 Maintain regular and timely communication with the Company and the SDR on all
matters, including but not limited to requests for information, approvals, feedback, or
other communications related to the SDR’s conduct, attendance, or performance, within
a reasonable timeframe, not exceeding five (5) business days, unless otherwise agreed
in writing.
4.2.9 Ensure a safe, compliant, and non–discriminatory working environment in accordance
with the applicable laws and labour regulations in their respective industry.
4.2.10 Not instruct, entice, or collude to engage in unlawful acts or solicit the SDRs in breach
of this agreement.
4.2.11 Respect the working hours and local labour legislation and regulations that may be
applicable and not unreasonably refuse the SDR time off in the event of illness or
request for time–off unrelated to illness (provided that the request for time–off unrelated
to illness is submitted by the SDR ten (10) days prior to the intended time–off period).
4.3 Nothing in this Agreement shall constitute the Company as a labour broker or temporary
employment service under section 198 of the Labour Relations Act 66 of 1995, nor shall any
employment relationship arise between the Client and any SDR.
4.4 Any changes in the scope of work, deliverables or the KPIs must be reduced to writing and signed
by both parties.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 11 of 28
4.5 The Client and the Company shall reasonably cooperate to ensure Consultants are adequately
trained and briefed regarding the Client’s systems, confidentiality obligations, and compliance
requirements before commencing work.
5 DURATION AND TERMINATION
5.1 This Agreement shall commence on the Commencement Date and shall continue on a month–
to–month basis or for such period as otherwise agreed by the parties in writing, until terminated
in accordance with this Clause.
5.2 Should the parties at the outset or at any time agree that the services be retained or proceed for
a specific identified period (usually 3 month or more), the parties agree that the provisions of this
agreement in as far as it relate to the duration and termination will be renegotiated and may
include but will not be limited to, such further provisions that require or make provision for a Pilot
period, early termination fees and automatic continuation as agreed between the parties and set
out in the Order Form.
5.3 Either Party may terminate this Agreement or any Order Form by giving the other 30 (thirty) days’
written notice.
5.4 Either Party may terminate immediately on written notice if the other Party:
5.4.1 any shareholder, director, manager, agent, or employee of either party steals or
participates in any theft of any property, or perpetrates or participates in any fraud or
dishonest conduct which prejudices or might prejudice the Parties, or directly or
indirectly gives or offers any valuable consideration or benefit of any nature to any SDR,
employee or agent (or their spouse) of either party to obtain or attempt to obtain any
favour or advantage improperly; or
5.4.2 is or becomes insolvent or commits an act which would be an act of insolvency in terms
of the Insolvency Act, No 24 of 1936, perpetrated by a natural person; or
5.4.3 allows a judgment against it to remain unsatisfied for more than five business days: or
5.4.4 is provisionally or finally liquidated, is placed under judicial management, or becomes
the subject of business rescue proceedings; or
5.4.5 passes any resolution for its voluntary winding up.
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4.5 The Client and the Company shall reasonably cooperate to ensure Consultants are adequately
trained and briefed regarding the Client’s systems, confidentiality obligations, and compliance
requirements before commencing work.
5 DURATION AND TERMINATION
5.1 This Agreement shall commence on the Commencement Date and shall continue on a month–
to–month basis or for such period as otherwise agreed by the parties in writing, until terminated
in accordance with this Clause.
5.2 Should the parties at the outset or at any time agree that the services be retained or proceed for
a specific identified period (usually 3 month or more), the parties agree that the provisions of this
agreement in as far as it relate to the duration and termination will be renegotiated and may
include but will not be limited to, such further provisions that require or make provision for a Pilot
period, early termination fees and automatic continuation as agreed between the parties and set
out in the Order Form.
5.3 Either Party may terminate this Agreement or any Order Form by giving the other 30 (thirty) days’
written notice.
5.4 Either Party may terminate immediately on written notice if the other Party:
5.4.1 any shareholder, director, manager, agent, or employee of either party steals or
participates in any theft of any property, or perpetrates or participates in any fraud or
dishonest conduct which prejudices or might prejudice the Parties, or directly or
indirectly gives or offers any valuable consideration or benefit of any nature to any SDR,
employee or agent (or their spouse) of either party to obtain or attempt to obtain any
favour or advantage improperly; or
5.4.2 is or becomes insolvent or commits an act which would be an act of insolvency in terms
of the Insolvency Act, No 24 of 1936, perpetrated by a natural person; or
5.4.3 allows a judgment against it to remain unsatisfied for more than five business days: or
5.4.4 is provisionally or finally liquidated, is placed under judicial management, or becomes
the subject of business rescue proceedings; or
5.4.5 passes any resolution for its voluntary winding up.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 12 of 28
5.5 Upon termination all outstanding fees, deposits, and charges become immediately due and
payable including the cost for the offboarding of an SDR which includes but may not be limited
to the cost of the recovery of any Client asset in the SDRs possession or the revision of any
software license incurred on the instruction of the Client by the SDR in provision of their services
and the transfer cost of any intellectual property or deliverables where necessary (i.e., courier
fees, travel cost to return the assets, any payments made by the SDR on behalf of the Client to
procure a software agreed by the Client (if any), any transfer of data or other intellectual property
that should be in the name of the Company).
5.6 Upon termination, the parties agree that they will both cooperate in an orderly offboarding
process, including knowledge transfer and retrieval of intellectual property or deliverables, where
necessary.
5.7 Upon termination, the provisions set out in this agreement which relate to confidentiality or the
non–circumvention or solicitation of SDRs introduced to the Client shall survive termination of this
agreement.
5.8 The Company shall not be responsible or liable for any loss of business, revenue, profit, or
opportunity resulting from termination, whether direct or consequential.
5.9 Any dispute regarding termination or associated claims may be addressed in accordance with
the dispute resolution procedure outlined in this Agreement.
5.10 Notice of termination shall be served in accordance with the provisions set out hereunder in
relation to notice and service of documentation.
6 FEES AND PAYMENT TERMS
6.1 All fees shall be invoiced and payable in South African Rand (ZAR) or such other currency as
agreed between the parties in writing. Invoices will exclude VAT until the Company obtains VAT
registration.
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5.5 Upon termination all outstanding fees, deposits, and charges become immediately due and
payable including the cost for the offboarding of an SDR which includes but may not be limited
to the cost of the recovery of any Client asset in the SDRs possession or the revision of any
software license incurred on the instruction of the Client by the SDR in provision of their services
and the transfer cost of any intellectual property or deliverables where necessary (i.e., courier
fees, travel cost to return the assets, any payments made by the SDR on behalf of the Client to
procure a software agreed by the Client (if any), any transfer of data or other intellectual property
that should be in the name of the Company).
5.6 Upon termination, the parties agree that they will both cooperate in an orderly offboarding
process, including knowledge transfer and retrieval of intellectual property or deliverables, where
necessary.
5.7 Upon termination, the provisions set out in this agreement which relate to confidentiality or the
non–circumvention or solicitation of SDRs introduced to the Client shall survive termination of this
agreement.
5.8 The Company shall not be responsible or liable for any loss of business, revenue, profit, or
opportunity resulting from termination, whether direct or consequential.
5.9 Any dispute regarding termination or associated claims may be addressed in accordance with
the dispute resolution procedure outlined in this Agreement.
5.10 Notice of termination shall be served in accordance with the provisions set out hereunder in
relation to notice and service of documentation.
6 FEES AND PAYMENT TERMS
6.1 All fees shall be invoiced and payable in South African Rand (ZAR) or such other currency as
agreed between the parties in writing. Invoices will exclude VAT until the Company obtains VAT
registration.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 13 of 28
6.2 Unless otherwise stated in the Order Form, the Client shall be invoiced monthly in advance, and
payment shall be due within 14 (fourteen) days of the invoice date.
6.2.1 The first invoice shall be paid at the start of the month in which services are commenced
by the client–approved SDR.
6.2.2 Payment in full of the applicable invoice shall be a condition to the commencement or
continuation of any services.
6.2.3 The Company shall have no obligation to perform, and may suspend or withhold, any
services until such payment has been received and the funds cleared in the Company’s
designated banking account.
6.3 In the event that a Sales Qualified Lead (SQL) commission is applicable and the Client has
indicated that such payments will accrue to the SDR, such amounts shall be:
6.3.1 Communicated to the Company by the Client timeously for inclusion on their invoice;
and
6.3.2 The Client agrees to grant access to the Company and the SDR to any such tracking
tool (such as an Excel spreadsheet, Google Sheet, or similar platform) to confirm the
log and to monitor the SQLs, associated commission amounts, and relevant status
updates.
6.4 Late payments shall attract interest at prime plus 2% (two percent) per annum, compounded
monthly, until settled in full.
6.5 The Company shall provide the Client with at least seven (7) business days’ written notice prior
to any suspension of services for non–payment. In the event of a bona fide payment dispute, the
Client shall make payment of the amount necessary for the retention of the SDR’s services
directly to the SDR/Client until the dispute has been resolved in accordance with the dispute
resolution procedures set out in this Agreement to ensure continued services. Upon resolution,
the Client may be entitled to a pro–rata refund for the period disputed or such amounts identified
for refund during the dispute resolution process. The Client may not withhold or set off any
amounts unless the dispute is bona fide and documented.
6.6 The Client shall provide all the necessary documentation to facilitate invoicing of payment, which
includes the registered name of the client, registration number, address or such other information
as may be needed to ensure compliant invoicing by the Company.
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6.2 Unless otherwise stated in the Order Form, the Client shall be invoiced monthly in advance, and
payment shall be due within 14 (fourteen) days of the invoice date.
6.2.1 The first invoice shall be paid at the start of the month in which services are commenced
by the client–approved SDR.
6.2.2 Payment in full of the applicable invoice shall be a condition to the commencement or
continuation of any services.
6.2.3 The Company shall have no obligation to perform, and may suspend or withhold, any
services until such payment has been received and the funds cleared in the Company’s
designated banking account.
6.3 In the event that a Sales Qualified Lead (SQL) commission is applicable and the Client has
indicated that such payments will accrue to the SDR, such amounts shall be:
6.3.1 Communicated to the Company by the Client timeously for inclusion on their invoice;
and
6.3.2 The Client agrees to grant access to the Company and the SDR to any such tracking
tool (such as an Excel spreadsheet, Google Sheet, or similar platform) to confirm the
log and to monitor the SQLs, associated commission amounts, and relevant status
updates.
6.4 Late payments shall attract interest at prime plus 2% (two percent) per annum, compounded
monthly, until settled in full.
6.5 The Company shall provide the Client with at least seven (7) business days’ written notice prior
to any suspension of services for non–payment. In the event of a bona fide payment dispute, the
Client shall make payment of the amount necessary for the retention of the SDR’s services
directly to the SDR/Client until the dispute has been resolved in accordance with the dispute
resolution procedures set out in this Agreement to ensure continued services. Upon resolution,
the Client may be entitled to a pro–rata refund for the period disputed or such amounts identified
for refund during the dispute resolution process. The Client may not withhold or set off any
amounts unless the dispute is bona fide and documented.
6.6 The Client shall provide all the necessary documentation to facilitate invoicing of payment, which
includes the registered name of the client, registration number, address or such other information
as may be needed to ensure compliant invoicing by the Company.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 14 of 28
6.7 Payment shall be made via EFT into the bank account nominated by the Company. Proof of
payment shall constitute prima facie evidence of payment.
6.8 The Client shall bear all bank charges and foreign–exchange costs (if applicable).
6.9 In the event of over–payment, the Company shall issue a pro–rata credit on the account of the
Client, which will be set off against the next invoice that is due and payable or refunded, as the
case may be.
6.10 Failure by the Client to object in writing within five (5) Business Days of invoice receipt shall be
deemed acceptance of the invoice.
6.11 Failure to pay any invoice on time will result in the invalidation of any guarantee, warranty or
liability made herein by the Company to the Client. Such Guarantee, warranty or liability may be
reinstated following payment of all overdue sums.
6.12 If the SDR is unable or unwilling to render services for any consecutive period exceeding 15
(fifteen) days, a proportionate refund or credit may, at the Client’s option, be applied to future
invoices.
7 LIABILITIES, GUARANTEES AND WARRANTIES
7.1 The Company acknowledges that:
7.1.1 The Client shall have the right, upon reasonable written notice, to audit Company
records relevant to the sourcing, onboarding, and placement of Consultants, as well as
related invoicing and compliance, to ensure adherence to this Agreement.
7.1.2 Each SDR presented to the Client has been screened and meets the minimum
qualifications and experience as set out in the relevant Order Form.
7.2 The Client acknowledges that:
7.2.1 That all information provided to the Company, including but not limited to the scope of
the project, milestones, and deliverables, is accurate. The Client further warrants that
any projects or intellectual property provided to the Consultant or the Company during
this engagement do not violate any applicable laws, intellectual property rights, or other
agreements.
7.2.2 The Client selects a suitable SDR.
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6.7 Payment shall be made via EFT into the bank account nominated by the Company. Proof of
payment shall constitute prima facie evidence of payment.
6.8 The Client shall bear all bank charges and foreign–exchange costs (if applicable).
6.9 In the event of over–payment, the Company shall issue a pro–rata credit on the account of the
Client, which will be set off against the next invoice that is due and payable or refunded, as the
case may be.
6.10 Failure by the Client to object in writing within five (5) Business Days of invoice receipt shall be
deemed acceptance of the invoice.
6.11 Failure to pay any invoice on time will result in the invalidation of any guarantee, warranty or
liability made herein by the Company to the Client. Such Guarantee, warranty or liability may be
reinstated following payment of all overdue sums.
6.12 If the SDR is unable or unwilling to render services for any consecutive period exceeding 15
(fifteen) days, a proportionate refund or credit may, at the Client’s option, be applied to future
invoices.
7 LIABILITIES, GUARANTEES AND WARRANTIES
7.1 The Company acknowledges that:
7.1.1 The Client shall have the right, upon reasonable written notice, to audit Company
records relevant to the sourcing, onboarding, and placement of Consultants, as well as
related invoicing and compliance, to ensure adherence to this Agreement.
7.1.2 Each SDR presented to the Client has been screened and meets the minimum
qualifications and experience as set out in the relevant Order Form.
7.2 The Client acknowledges that:
7.2.1 That all information provided to the Company, including but not limited to the scope of
the project, milestones, and deliverables, is accurate. The Client further warrants that
any projects or intellectual property provided to the Consultant or the Company during
this engagement do not violate any applicable laws, intellectual property rights, or other
agreements.
7.2.2 The Client selects a suitable SDR.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 15 of 28
7.2.3 Commencement of the SDRs’ engagement is subject to the SDRs’ contractual notice
period with their current employer. The Client undertakes to respect and accommodate
the applicable notice period of the Consultant, which may extend up to thirty (30) days,
or longer if contractually required by the Consultant’s current employer.
7.2.4 Once an SDR has been approved by the Client and the engagement has commenced,
the Company shall bear no obligation to provide any refund, credit, or compensation
arising from perceived unsuitability or performance issues, except as expressly
provided under the performance replacement terms of this Agreement.
7.2.5 The Company shall not be liable, whether directly or indirectly, if any SDR proposed,
assigned, or engaged under this Agreement is later determined to be unsuitable for the
Client’s specific purposes, culture, or business requirements.
7.2.6 The Company will not be liable for the Consultant’s actions beyond sourcing and
placement and the provision of HR facilitation services, guidance and payment of the
SDR.
7.2.7 The Client indemnifies the Company from any claims arising from the Consultant’s
actions. Any claims, damages or actions that are intentionally, negligently or unlawfully
committed by the SDR, or where statutory liability arises due to the conduct of the SDR,
the Client shall pursue such action directly against the SDR unless such claims arise
from the Company’s direct involvement in fraud, gross negligence or violation of law.
7.2.8 The Company shall not be held responsible for non–performance arising from
inadequate Client onboarding, insufficient Client–provided training or tools, lack of clear
direction or supervision by the Client, or failure by the Client to maintain a commercially
viable sales process or product offering. However, if non–performance is partially
attributable to the SDR or Company, the guarantee shall apply to such proportion as
determined in good faith by both parties.
7.2.9 The guarantee will be considered void under the following circumstances:
7.2.9.1 The Consultant terminated their agreement due to a hostile work
environment or breach of contract,
7.2.9.2 or misconduct by the Client.
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7.2.3 Commencement of the SDRs’ engagement is subject to the SDRs’ contractual notice
period with their current employer. The Client undertakes to respect and accommodate
the applicable notice period of the Consultant, which may extend up to thirty (30) days,
or longer if contractually required by the Consultant’s current employer.
7.2.4 Once an SDR has been approved by the Client and the engagement has commenced,
the Company shall bear no obligation to provide any refund, credit, or compensation
arising from perceived unsuitability or performance issues, except as expressly
provided under the performance replacement terms of this Agreement.
7.2.5 The Company shall not be liable, whether directly or indirectly, if any SDR proposed,
assigned, or engaged under this Agreement is later determined to be unsuitable for the
Client’s specific purposes, culture, or business requirements.
7.2.6 The Company will not be liable for the Consultant’s actions beyond sourcing and
placement and the provision of HR facilitation services, guidance and payment of the
SDR.
7.2.7 The Client indemnifies the Company from any claims arising from the Consultant’s
actions. Any claims, damages or actions that are intentionally, negligently or unlawfully
committed by the SDR, or where statutory liability arises due to the conduct of the SDR,
the Client shall pursue such action directly against the SDR unless such claims arise
from the Company’s direct involvement in fraud, gross negligence or violation of law.
7.2.8 The Company shall not be held responsible for non–performance arising from
inadequate Client onboarding, insufficient Client–provided training or tools, lack of clear
direction or supervision by the Client, or failure by the Client to maintain a commercially
viable sales process or product offering. However, if non–performance is partially
attributable to the SDR or Company, the guarantee shall apply to such proportion as
determined in good faith by both parties.
7.2.9 The guarantee will be considered void under the following circumstances:
7.2.9.1 The Consultant terminated their agreement due to a hostile work
environment or breach of contract,
7.2.9.2 or misconduct by the Client.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 16 of 28
7.2.9.3 The Consultant is terminated due to budgeting, project termination,
redundancy, retrenchment, or organisational restructuring
7.2.9.4 The Client hires the Consultant for a different role or alters the original
project scope or acquires the Consultant on a permanent basis.
7.2.9.5 Any non–compliance with the terms outlined in this agreement by the
Client.
7.2.10 That the agreed KPIs are achievable within the scope of the SDR engagement, given
the Client’s existing sales processes, systems, and resources.
7.2.11 The Company and, where applicable, SDR shall at all times maintain professional
indemnity and general liability insurance with minimum coverage as agreed in writing
or as is customary for the industry.
7.2.12 The Company disclaims liability for any failures of third–party software or services not
under the Company’s control, including data breaches that may occur. For clarity
purposes, the Company shall be liable for any failures, including data breaches, where
the third party is a subcontractor of the Company.
7.2.13 Should any provision relating to the liability of the Company be set aside for whatever
reason, it is irrevocably agreed, that the Company’s total liability shall not exceed the
total fees paid by the Client in the prior 6 (six) months to a maximum of R1,000,000–00
(the value of the liability insurance of the Company) but does not limit any liability for
death, bodily injury, willful misconduct, gross negligence, statutory rights, or intellectual
property obligations
7.3 The parties agree that:
7.3.1 The above timelines and applicable guarantees may be varied by the parties from time
to time and may be different depending on the service order/request as agreed in
writing.
7.3.2 They indemnify each other against claims related to intellectual property infringement.
7.3.3 SDRs must maintain confidentiality towards the Parties’ data that may be accessed,
created or used in the engagement of this service and shall jointly implement and
maintain all commercially reasonable efforts to protect such data and the data of each
other and report any such breach to the other party as soon as possible.
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7.2.9.3 The Consultant is terminated due to budgeting, project termination,
redundancy, retrenchment, or organisational restructuring
7.2.9.4 The Client hires the Consultant for a different role or alters the original
project scope or acquires the Consultant on a permanent basis.
7.2.9.5 Any non–compliance with the terms outlined in this agreement by the
Client.
7.2.10 That the agreed KPIs are achievable within the scope of the SDR engagement, given
the Client’s existing sales processes, systems, and resources.
7.2.11 The Company and, where applicable, SDR shall at all times maintain professional
indemnity and general liability insurance with minimum coverage as agreed in writing
or as is customary for the industry.
7.2.12 The Company disclaims liability for any failures of third–party software or services not
under the Company’s control, including data breaches that may occur. For clarity
purposes, the Company shall be liable for any failures, including data breaches, where
the third party is a subcontractor of the Company.
7.2.13 Should any provision relating to the liability of the Company be set aside for whatever
reason, it is irrevocably agreed, that the Company’s total liability shall not exceed the
total fees paid by the Client in the prior 6 (six) months to a maximum of R1,000,000–00
(the value of the liability insurance of the Company) but does not limit any liability for
death, bodily injury, willful misconduct, gross negligence, statutory rights, or intellectual
property obligations
7.3 The parties agree that:
7.3.1 The above timelines and applicable guarantees may be varied by the parties from time
to time and may be different depending on the service order/request as agreed in
writing.
7.3.2 They indemnify each other against claims related to intellectual property infringement.
7.3.3 SDRs must maintain confidentiality towards the Parties’ data that may be accessed,
created or used in the engagement of this service and shall jointly implement and
maintain all commercially reasonable efforts to protect such data and the data of each
other and report any such breach to the other party as soon as possible.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 17 of 28
8 NON–SOLICITATION
8.1 Should the Client wish to engage any SDR contracted or introduced directly, the Client shall pay
the Company a Buy–Out Fee equal to 15 % (fifteen percent) of the SDR’s annualised
remuneration by the Company to the SDR at the time of engagement, payable within 14 days of
such employment or contract.
8.2 Any breach of this Clause shall constitute a material breach entitling the Company to immediate
termination and claim for damages.
8.3 The provisions of this clause shall survive termination of this agreement for twelve (12) months
unless otherwise agreed between the parties in writing.
8.4 The Buy–Out Fee shall be payable if the Client employs or contracts the SDR for a substantially
similar role as the one performed under this agreement, if such introduction or engagement or
further employment is directly attributable and the effective cause of the Company’s engagement
with the Client in accordance with this agreement.
9 CONFIDENTIALITY AND INTELLECTUAL PROPERTY
9.1 The Parties undertake that during the operation of, and after the expiration, termination or
cancellation of, this Agreement for any reason, they will keep confidential:
9.1.1 any information which any Party (“Disclosing Party”) communicates to any other Party
(“Recipient”) and which is stated to be or by its nature is intended to be confidential;
9.1.2 All other information of the same confidential nature concerning the business of a
Disclosing Party which comes to the knowledge of any Recipient whilst it is engaged in
negotiating the terms of this Agreement or after its conclusion.
9.1.3 No Party shall disclose, announce, or distribute any information regarding this
Agreement or its contents to any third party, including the media, without the express
written approval of the other Party. Each Party shall ensure that its representatives,
agents, contractors and consultants who receive confidential information are bound by
equivalent written obligations of confidentiality. The receiving Party is responsible for
any breach by its representatives.
Page 17 of 28
8 NON–SOLICITATION
8.1 Should the Client wish to engage any SDR contracted or introduced directly, the Client shall pay
the Company a Buy–Out Fee equal to 15 % (fifteen percent) of the SDR’s annualised
remuneration by the Company to the SDR at the time of engagement, payable within 14 days of
such employment or contract.
8.2 Any breach of this Clause shall constitute a material breach entitling the Company to immediate
termination and claim for damages.
8.3 The provisions of this clause shall survive termination of this agreement for twelve (12) months
unless otherwise agreed between the parties in writing.
8.4 The Buy–Out Fee shall be payable if the Client employs or contracts the SDR for a substantially
similar role as the one performed under this agreement, if such introduction or engagement or
further employment is directly attributable and the effective cause of the Company’s engagement
with the Client in accordance with this agreement.
9 CONFIDENTIALITY AND INTELLECTUAL PROPERTY
9.1 The Parties undertake that during the operation of, and after the expiration, termination or
cancellation of, this Agreement for any reason, they will keep confidential:
9.1.1 any information which any Party (“Disclosing Party”) communicates to any other Party
(“Recipient”) and which is stated to be or by its nature is intended to be confidential;
9.1.2 All other information of the same confidential nature concerning the business of a
Disclosing Party which comes to the knowledge of any Recipient whilst it is engaged in
negotiating the terms of this Agreement or after its conclusion.
9.1.3 No Party shall disclose, announce, or distribute any information regarding this
Agreement or its contents to any third party, including the media, without the express
written approval of the other Party. Each Party shall ensure that its representatives,
agents, contractors and consultants who receive confidential information are bound by
equivalent written obligations of confidentiality. The receiving Party is responsible for
any breach by its representatives.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 18 of 28
9.1.4 If a Recipient is uncertain whether any information is to be treated as confidential in
terms of this clause, it shall be obliged to treat it as such until written clearance is
obtained from the Disclosing Party.
9.1.5 Each Party undertakes, subject to the below or any other provision in this agreement
that directs otherwise, not to disclose any information which is to be kept confidential in
terms of this clause, nor to use such information for its own or anyone else’s benefit.
9.1.6 Notwithstanding the provisions of the above, a Recipient shall be entitled to disclose
any information to be kept confidential if and to the extent only that the disclosure is
bona fide and necessary for the purposes of carrying out its duties or implementing or
enforcing any of its rights in terms of this Agreement. All such disclosures must be
limited to the minimum necessary for the permitted purpose, and any third parties must
be notified of the confidential nature and their obligations.
9.2 The obligation of confidentiality placed on the Parties in terms of this clause shall cease to apply
to a Recipient in respect of any information which –
9.2.1 is or becomes generally available to the public other than by the negligence or default
of the Recipient or by the breach of this Agreement by the Recipient;
9.2.2 The Disclosing Party confirms in writing is disclosed on a non–confidential basis;
9.2.3 has lawfully become known by or come into the possession of the Recipient on a non–
confidential basis from a source other than the Disclosing Party having the legal right
to disclose same, provided that such knowledge or possession is evidenced by the
written records of the Recipient existing at the Signature Date; or
9.2.4 is disclosed pursuant to a requirement or request by operation of law, regulation or court
order, to the extent of compliance with such requirement or request only and not for any
other purpose,
9.2.4.1 provided that
9.2.4.1.1 The onus shall at all times rest on the Recipient to establish
that information falls within the exclusions set out above.
9.2.4.1.2 information will not be deemed to be within the foregoing
exclusions merely because such information is embraced by
Page 18 of 28
9.1.4 If a Recipient is uncertain whether any information is to be treated as confidential in
terms of this clause, it shall be obliged to treat it as such until written clearance is
obtained from the Disclosing Party.
9.1.5 Each Party undertakes, subject to the below or any other provision in this agreement
that directs otherwise, not to disclose any information which is to be kept confidential in
terms of this clause, nor to use such information for its own or anyone else’s benefit.
9.1.6 Notwithstanding the provisions of the above, a Recipient shall be entitled to disclose
any information to be kept confidential if and to the extent only that the disclosure is
bona fide and necessary for the purposes of carrying out its duties or implementing or
enforcing any of its rights in terms of this Agreement. All such disclosures must be
limited to the minimum necessary for the permitted purpose, and any third parties must
be notified of the confidential nature and their obligations.
9.2 The obligation of confidentiality placed on the Parties in terms of this clause shall cease to apply
to a Recipient in respect of any information which –
9.2.1 is or becomes generally available to the public other than by the negligence or default
of the Recipient or by the breach of this Agreement by the Recipient;
9.2.2 The Disclosing Party confirms in writing is disclosed on a non–confidential basis;
9.2.3 has lawfully become known by or come into the possession of the Recipient on a non–
confidential basis from a source other than the Disclosing Party having the legal right
to disclose same, provided that such knowledge or possession is evidenced by the
written records of the Recipient existing at the Signature Date; or
9.2.4 is disclosed pursuant to a requirement or request by operation of law, regulation or court
order, to the extent of compliance with such requirement or request only and not for any
other purpose,
9.2.4.1 provided that
9.2.4.1.1 The onus shall at all times rest on the Recipient to establish
that information falls within the exclusions set out above.
9.2.4.1.2 information will not be deemed to be within the foregoing
exclusions merely because such information is embraced by
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Page 19 of 28
more general information in the public domain or in the
Recipient’s possession; and
9.2.4.1.3 Any combination of features will not be deemed to be within
the foregoing exclusions merely because individual features
are in the public domain or in the Recipient’s possession, but
only if the combination itself and its principle of operation are
in the public domain or in the Recipient’s possession.
9.2.5 If the Recipient is required to disclose confidential information of the Disclosing Party
as contemplated above, the Recipient will –
9.2.5.1 advise the Disclosing Party thereof in writing prior to disclosure, if possible;
9.2.5.2 Take such steps to limit the disclosure to the minimum extent required to
satisfy such requirement and to the extent that it lawfully and reasonably
can;
9.2.5.3 afford the Disclosing Party a reasonable opportunity, if possible, to
intervene in the proceedings;
9.2.5.4 comply with the Disclosing Party’s reasonable requests as to the manner
and terms of any such disclosure; and
9.2.5.5 notify the Disclosing Party of the recipient of, and the form and extent of,
any such disclosure or announcement immediately after it is made.
9.2.6 The SDR shall be made aware of and acknowledge that all proposals, pitch decks,
presentations, and related materials provided by the Company to the Client are confidential
and proprietary. Such materials are intended solely for the use of the Client and may not be
shared, copied, distributed, or disclosed to any third party without the prior written consent of
the Company. The Consultant agrees to maintain the confidentiality of these materials both
during and after the term of their engagement. This provision shall apply for five (5) years
post–termination.
9.2.7 The Company shall implement and maintain industry–standard data protection measures and
shall be liable for any direct losses suffered by the Client as a result of data breaches or non–
compliance with POPIA/GDPR attributable to the Company or its Consultants. The Company
shall notify the Client of any breach within 24 hours and cooperate fully in remediation.
Page 19 of 28
more general information in the public domain or in the
Recipient’s possession; and
9.2.4.1.3 Any combination of features will not be deemed to be within
the foregoing exclusions merely because individual features
are in the public domain or in the Recipient’s possession, but
only if the combination itself and its principle of operation are
in the public domain or in the Recipient’s possession.
9.2.5 If the Recipient is required to disclose confidential information of the Disclosing Party
as contemplated above, the Recipient will –
9.2.5.1 advise the Disclosing Party thereof in writing prior to disclosure, if possible;
9.2.5.2 Take such steps to limit the disclosure to the minimum extent required to
satisfy such requirement and to the extent that it lawfully and reasonably
can;
9.2.5.3 afford the Disclosing Party a reasonable opportunity, if possible, to
intervene in the proceedings;
9.2.5.4 comply with the Disclosing Party’s reasonable requests as to the manner
and terms of any such disclosure; and
9.2.5.5 notify the Disclosing Party of the recipient of, and the form and extent of,
any such disclosure or announcement immediately after it is made.
9.2.6 The SDR shall be made aware of and acknowledge that all proposals, pitch decks,
presentations, and related materials provided by the Company to the Client are confidential
and proprietary. Such materials are intended solely for the use of the Client and may not be
shared, copied, distributed, or disclosed to any third party without the prior written consent of
the Company. The Consultant agrees to maintain the confidentiality of these materials both
during and after the term of their engagement. This provision shall apply for five (5) years
post–termination.
9.2.7 The Company shall implement and maintain industry–standard data protection measures and
shall be liable for any direct losses suffered by the Client as a result of data breaches or non–
compliance with POPIA/GDPR attributable to the Company or its Consultants. The Company
shall notify the Client of any breach within 24 hours and cooperate fully in remediation.
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Page 20 of 28
9.2.8 Upon termination or expiry of this Agreement, each Party shall at the Disclosing Party’s written
request promptly return or certify destruction of all confidential information, including
materials, records, and copies thereof.
9.2.9 The obligation of confidentiality shall survive for a period of five (5) years after termination of
this Agreement for all confidential information, and indefinitely for trade secrets.
10 INTELLECTUAL PROPERTY
10.1 Each Party shall retain ownership in their intellectual property, which may include but is not
limited to any patent, copyright, registered design, trade secret, trademark or any other
intellectual property that is not developed by the SDR.
10.2 All intellectual property created by the SDR during the course of the engagement will vest in
the Client, and the provisions relating to assignment or transfer of such rights are as set out
in the Consultant Agreement.
10.3 All other intellectual property or technical information shall be and shall remain the property
of Client. Assignment shall operate automatically on creation, and the SDR and/or Company
agrees to execute all documents and do all acts necessary to give effect to vesting in the
Client. Such obligations survive termination or expiry of this Agreement.
10.4 The Company shall procure from each Consultant a written assignment of all intellectual
property created during the engagement, together with a waiver of all moral rights. The
Company shall provide the Client with written confirmation of such assignment and waiver
within fourteen (14) days of the Consultant’s commencement. Failure to provide such
confirmation shall entitle the Client to withhold payment until compliance.
11 DATA PROTECTION
11.1 Personal data of the SDR shall only be processed insofar as necessary by the Company to
provide services and by the Client in receipt of those services. All personal data processing
shall comply with relevant data protection laws and regulations, including but not limited to
GDPR and POPIA.
Page 20 of 28
9.2.8 Upon termination or expiry of this Agreement, each Party shall at the Disclosing Party’s written
request promptly return or certify destruction of all confidential information, including
materials, records, and copies thereof.
9.2.9 The obligation of confidentiality shall survive for a period of five (5) years after termination of
this Agreement for all confidential information, and indefinitely for trade secrets.
10 INTELLECTUAL PROPERTY
10.1 Each Party shall retain ownership in their intellectual property, which may include but is not
limited to any patent, copyright, registered design, trade secret, trademark or any other
intellectual property that is not developed by the SDR.
10.2 All intellectual property created by the SDR during the course of the engagement will vest in
the Client, and the provisions relating to assignment or transfer of such rights are as set out
in the Consultant Agreement.
10.3 All other intellectual property or technical information shall be and shall remain the property
of Client. Assignment shall operate automatically on creation, and the SDR and/or Company
agrees to execute all documents and do all acts necessary to give effect to vesting in the
Client. Such obligations survive termination or expiry of this Agreement.
10.4 The Company shall procure from each Consultant a written assignment of all intellectual
property created during the engagement, together with a waiver of all moral rights. The
Company shall provide the Client with written confirmation of such assignment and waiver
within fourteen (14) days of the Consultant’s commencement. Failure to provide such
confirmation shall entitle the Client to withhold payment until compliance.
11 DATA PROTECTION
11.1 Personal data of the SDR shall only be processed insofar as necessary by the Company to
provide services and by the Client in receipt of those services. All personal data processing
shall comply with relevant data protection laws and regulations, including but not limited to
GDPR and POPIA.
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Page 21 of 28
11.2 Both Parties shall implement adequate technical and organisational measures to protect
personal data. Each Party must appoint and register an Information Officer with the
Information Regulator as required by POPIA. Parties shall maintain documentation of all data
processing activities and implement comprehensive security frameworks.
11.3 The Client shall ensure secure storage and access controls as the case may be and ensure
that the Consultant complies with the data privacy laws of their jurisdiction.
11.4 Data breaches must be reported within 72 hours to the other Party. In addition, any security
compromise (unauthorised access to or acquisition of personal information) must be reported
to the Information Regulator within 72 hours via the mandatory eServices Portal. Parties shall
cooperate in providing all necessary information for such reporting. The Company shall
indemnify the Client against direct losses suffered as a result of the Company’s or the
Consultants’ breach of data privacy or security obligations.
11.5 The Company shall assist in fulfilling data subject rights requests as reasonably required.
Data subjects may exercise their rights via multiple channels. All such requests must be
processed free of charge, and telephonic requests must be recorded and made available upon
request.
11.6 Prior Authorisation: Where processing involves special personal information, children’s data,
or cross–border transfers to countries without adequate protection, the responsible Party must
obtain prior authorisation from the Information Regulator as required under POPIA section 57.
11.7 Cross–Border Transfers: Data transfers outside South Africa are prohibited unless the
destination country provides adequate protection or appropriate safeguards are in place. Both
Parties shall verify compliance before any international data transfer.
12 DISPUTE RESOLUTION
12.1 The Parties agree to first attempt to resolve any dispute amicably through written
correspondence and negotiation within thirty (30) days of the dispute arising. If a dispute
arises, senior management of both Parties shall meet (in person or virtually) within seven (7)
days to attempt resolution before reference to mediation.
Page 21 of 28
11.2 Both Parties shall implement adequate technical and organisational measures to protect
personal data. Each Party must appoint and register an Information Officer with the
Information Regulator as required by POPIA. Parties shall maintain documentation of all data
processing activities and implement comprehensive security frameworks.
11.3 The Client shall ensure secure storage and access controls as the case may be and ensure
that the Consultant complies with the data privacy laws of their jurisdiction.
11.4 Data breaches must be reported within 72 hours to the other Party. In addition, any security
compromise (unauthorised access to or acquisition of personal information) must be reported
to the Information Regulator within 72 hours via the mandatory eServices Portal. Parties shall
cooperate in providing all necessary information for such reporting. The Company shall
indemnify the Client against direct losses suffered as a result of the Company’s or the
Consultants’ breach of data privacy or security obligations.
11.5 The Company shall assist in fulfilling data subject rights requests as reasonably required.
Data subjects may exercise their rights via multiple channels. All such requests must be
processed free of charge, and telephonic requests must be recorded and made available upon
request.
11.6 Prior Authorisation: Where processing involves special personal information, children’s data,
or cross–border transfers to countries without adequate protection, the responsible Party must
obtain prior authorisation from the Information Regulator as required under POPIA section 57.
11.7 Cross–Border Transfers: Data transfers outside South Africa are prohibited unless the
destination country provides adequate protection or appropriate safeguards are in place. Both
Parties shall verify compliance before any international data transfer.
12 DISPUTE RESOLUTION
12.1 The Parties agree to first attempt to resolve any dispute amicably through written
correspondence and negotiation within thirty (30) days of the dispute arising. If a dispute
arises, senior management of both Parties shall meet (in person or virtually) within seven (7)
days to attempt resolution before reference to mediation.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 22 of 28
12.2 If no resolution is reached, both Parties agree to attempt mediation facilitated by a mutually
agreed independent mediator. Only if mediation fails or is not possible within thirty (30) days
may the dispute be referred to arbitration.
12.3 If the dispute remains unresolved, it shall be referred to arbitration conducted in accordance
with the International Arbitration Act 15 of 2017 of South Africa if the Client is a foreign
entity, or it will be conducted in accordance with the Arbitration Act 42 of 1965 if the Client
is a South African Entity. The arbitration process shall proceed in accordance with the rules
of the Arbitration Foundation of Southern Africa (AFSA), unless the Parties agree otherwise
in writing at the time of reference.
12.4 The seat of arbitration shall be Johannesburg or Pretoria, South Africa, and the
arbitration shall be conducted in English.
12.5 The Parties shall mutually appoint an arbitrator based in Johannesburg, or failing agreement
within seven (7) days, the arbitrator shall be appointed by the Arbitration Foundation of
Southern Africa (AFSA). Any arbitrator appointed must be suitably experienced in
commercial contract and employment disputes and approved by both Parties (such approval
not to be unreasonably withheld).
12.6 Any award rendered by the arbitrator shall be final and binding and may be made an order of
court and enforced in accordance with the New York Convention on the Recognition and
Enforcement of Foreign Arbitral Awards, in any jurisdiction where the Client operates
business.
12.7 If the Client does not oppose performance–related arbitration proceedings initiated by the
Company, the Company may proceed by default.
12.8 All legal costs and disbursements, including those incurred for confirmation of the arbitration
award, shall be invoiced to the Client and are fully recoverable. Legal costs shall be awarded
to the prevailing party unless the arbitrator orders otherwise for good cause, having regard to
the justice and merits of the case. No penalty interest or extraordinary enforcement cost
clauses may be applied unless expressly awarded by the arbitrator.
12.9 The Client expressly consents to credit default listing and enforcement in the jurisdiction
where it operates business, in the event of non–payment of such costs.
Page 22 of 28
12.2 If no resolution is reached, both Parties agree to attempt mediation facilitated by a mutually
agreed independent mediator. Only if mediation fails or is not possible within thirty (30) days
may the dispute be referred to arbitration.
12.3 If the dispute remains unresolved, it shall be referred to arbitration conducted in accordance
with the International Arbitration Act 15 of 2017 of South Africa if the Client is a foreign
entity, or it will be conducted in accordance with the Arbitration Act 42 of 1965 if the Client
is a South African Entity. The arbitration process shall proceed in accordance with the rules
of the Arbitration Foundation of Southern Africa (AFSA), unless the Parties agree otherwise
in writing at the time of reference.
12.4 The seat of arbitration shall be Johannesburg or Pretoria, South Africa, and the
arbitration shall be conducted in English.
12.5 The Parties shall mutually appoint an arbitrator based in Johannesburg, or failing agreement
within seven (7) days, the arbitrator shall be appointed by the Arbitration Foundation of
Southern Africa (AFSA). Any arbitrator appointed must be suitably experienced in
commercial contract and employment disputes and approved by both Parties (such approval
not to be unreasonably withheld).
12.6 Any award rendered by the arbitrator shall be final and binding and may be made an order of
court and enforced in accordance with the New York Convention on the Recognition and
Enforcement of Foreign Arbitral Awards, in any jurisdiction where the Client operates
business.
12.7 If the Client does not oppose performance–related arbitration proceedings initiated by the
Company, the Company may proceed by default.
12.8 All legal costs and disbursements, including those incurred for confirmation of the arbitration
award, shall be invoiced to the Client and are fully recoverable. Legal costs shall be awarded
to the prevailing party unless the arbitrator orders otherwise for good cause, having regard to
the justice and merits of the case. No penalty interest or extraordinary enforcement cost
clauses may be applied unless expressly awarded by the arbitrator.
12.9 The Client expressly consents to credit default listing and enforcement in the jurisdiction
where it operates business, in the event of non–payment of such costs.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 23 of 28
12.10 Either Party may apply to a court of competent jurisdiction for urgent interim relief, including
for safeguarding confidential information, personal data, or intellectual property, pending the
outcome of the arbitration.
13 FORCE MAJEURE
13.1 If either Party is unable to perform any of its obligations under this Agreement because of
circumstances beyond the reasonable control of the Party, such as an act of God, fire,
casualty, flood, war, terrorist act, failure of public utilities, injunction or any act, exercise, labor
or civic unrest, assertion or requirement of any governmental authority, epidemic, or
destruction of production facilities (a “Force Majeure Event”), the Party who has been so
affected shall immediately give notice to the other Party and shall do everything reasonably
practicable to resume performance. Upon receipt of such notice, all obligations under this
Agreement shall be immediately suspended for the period of such Force Majeure Event. If
the period of non–performance exceeds thirty (30) days from the receipt of notice of the Force
Majeure Event, Company and Client shall discuss mutually between both parties and arrive
at a solution.
14 NOTICES & SERVICE ADDRESS
14.1 All notices to be given in terms of this Agreement will be given in writing and will —
14.1.1 be delivered by hand or sent by email;
14.1.2 If delivered by hand during business hours, it is presumed to have been received
on the date of delivery. Any notice delivered after business hours or on a day
which is not a business day will be presumed to have been received on the
following business day; and
14.1.3 If sent by email during business hours, it is presumed to have been received on
the date of successful transmission of the email. Any email sent after business
hours or on a day which is not a business day will be presumed to have been
received on the following business day.
Page 23 of 28
12.10 Either Party may apply to a court of competent jurisdiction for urgent interim relief, including
for safeguarding confidential information, personal data, or intellectual property, pending the
outcome of the arbitration.
13 FORCE MAJEURE
13.1 If either Party is unable to perform any of its obligations under this Agreement because of
circumstances beyond the reasonable control of the Party, such as an act of God, fire,
casualty, flood, war, terrorist act, failure of public utilities, injunction or any act, exercise, labor
or civic unrest, assertion or requirement of any governmental authority, epidemic, or
destruction of production facilities (a “Force Majeure Event”), the Party who has been so
affected shall immediately give notice to the other Party and shall do everything reasonably
practicable to resume performance. Upon receipt of such notice, all obligations under this
Agreement shall be immediately suspended for the period of such Force Majeure Event. If
the period of non–performance exceeds thirty (30) days from the receipt of notice of the Force
Majeure Event, Company and Client shall discuss mutually between both parties and arrive
at a solution.
14 NOTICES & SERVICE ADDRESS
14.1 All notices to be given in terms of this Agreement will be given in writing and will —
14.1.1 be delivered by hand or sent by email;
14.1.2 If delivered by hand during business hours, it is presumed to have been received
on the date of delivery. Any notice delivered after business hours or on a day
which is not a business day will be presumed to have been received on the
following business day; and
14.1.3 If sent by email during business hours, it is presumed to have been received on
the date of successful transmission of the email. Any email sent after business
hours or on a day which is not a business day will be presumed to have been
received on the following business day.
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 24 of 28
14.2 Notwithstanding the above, any notice given in writing and actually received by the Party to
whom the notice is addressed will be deemed to have been properly given and received,
notwithstanding that such notice has not been given in accordance with this clause.
14.3 Formal notices under this Agreement shall include, but are not limited to, invoices, demand
letters, breach notices, and termination notices. Operational communications may be made
informally unless otherwise specified.
14.4 The parties to the Contract choose as their respective domicilia citandi et executandi for the
intents and purposes of the Contract, at the addresses mentioned hereunder.
The Company:
Email: chad@savageone.io | Chadfavish@sourcearep.com
33 Riley St, Woodmead, Sandton, 2191. South Africa
The Client:
Registered address: ________________________________________
Registration number: ________________________________________
Email: ________________________________________
15.5. Either party may change its domicilium citandi et executandi to another address, not being a
post office box or poste restante, by written notice to the other party, with effect from the date
of receipt, or deemed receipt, of such notice.
15.6. Any notice, acceptance, demand or other communication addressed by a party to the Contract
to the other party at the latter party’s domicilium citandi et executandi in terms hereof, for the
time being and sent by prepaid registered post, shall be deemed to be received by the
addressee on the tenth day following the date of posting thereof, or if it is sent by email, on
the day that the email was successfully transmitted. Notices sent by email shall be
accompanied, where relevant, by PDF copies of any attachments requiring signature or
acknowledgement to ensure evidentiary integrity.
15.7. The provision of clauses above shall not be construed as precluding the utilisation of other
methods of delivery of notices, acceptances, demands and other communications.
15.8. The parties agree irrevocably that the preferred method of communication between them for
any purpose shall be via email. Email service of any notice or formal court process is expressly
Page 24 of 28
14.2 Notwithstanding the above, any notice given in writing and actually received by the Party to
whom the notice is addressed will be deemed to have been properly given and received,
notwithstanding that such notice has not been given in accordance with this clause.
14.3 Formal notices under this Agreement shall include, but are not limited to, invoices, demand
letters, breach notices, and termination notices. Operational communications may be made
informally unless otherwise specified.
14.4 The parties to the Contract choose as their respective domicilia citandi et executandi for the
intents and purposes of the Contract, at the addresses mentioned hereunder.
The Company:
Email: chad@savageone.io | Chadfavish@sourcearep.com
33 Riley St, Woodmead, Sandton, 2191. South Africa
The Client:
Registered address: ________________________________________
Registration number: ________________________________________
Email: ________________________________________
15.5. Either party may change its domicilium citandi et executandi to another address, not being a
post office box or poste restante, by written notice to the other party, with effect from the date
of receipt, or deemed receipt, of such notice.
15.6. Any notice, acceptance, demand or other communication addressed by a party to the Contract
to the other party at the latter party’s domicilium citandi et executandi in terms hereof, for the
time being and sent by prepaid registered post, shall be deemed to be received by the
addressee on the tenth day following the date of posting thereof, or if it is sent by email, on
the day that the email was successfully transmitted. Notices sent by email shall be
accompanied, where relevant, by PDF copies of any attachments requiring signature or
acknowledgement to ensure evidentiary integrity.
15.7. The provision of clauses above shall not be construed as precluding the utilisation of other
methods of delivery of notices, acceptances, demands and other communications.
15.8. The parties agree irrevocably that the preferred method of communication between them for
any purpose shall be via email. Email service of any notice or formal court process is expressly
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 25 of 28
agreed to, even if service by sheriff or court official is required, given the jurisdictional
differences.
16. GENERAL PROVISIONS
16.1. This Agreement constitutes the whole of the agreement between the Parties relating to the
matters dealt with herein and, save to the extent otherwise provided herein, no undertaking,
representation, term or condition relating to the subject matter of this Agreement not
incorporated in this Agreement shall be binding on either of the Parties. Each
Party acknowledges that it has not been induced to enter into this Agreement by any
representation or undertaking not expressly contained herein.
16.2. This Agreement supersedes and replaces any and all agreements between the Parties (and
other persons, as may be applicable) and undertakings given to or on behalf of the Parties
(and other persons, as may be applicable) in relation to the subject matter hereof. No prior
drafts, proposals, or oral statements shall have any contractual force except as specifically
incorporated into this Agreement
16.3. Variation – No addition to or variation, deletion, or agreed cancellation of all or any clauses or
provisions of this Agreement will be of any force or effect unless in writing and signed by the
Parties. Any variation, amendment, or waiver must be expressly identified as such and may
be signed in counterparts or by way of electronic signature. Any amendment of Schedules or
Annexures, including Statements of Work, must be approved in writing and signed by both
Parties to be effective.
16.4. No Indulgence – No latitude, an extension of time or other indulgences which may be given or
allowed by either Party to the other in respect of the performance of any obligation hereunder,
and no delay or forbearance in the enforcement of any right of either Party arising from this
Agreement and no single or partial exercise of any right by either Party under this Agreement,
shall in any circumstances be construed to be an implied consent or election by that Party or
operate as a waiver or a novation of or otherwise affect any of its rights in terms of or arising
from this Agreement or estop or preclude it from enforcing at any time and without notice,
strict and punctual compliance with each and every provision or term hereof. Failure or delay
on the part of either Party in exercising any right, power or privilege under this Agreement will
Page 25 of 28
agreed to, even if service by sheriff or court official is required, given the jurisdictional
differences.
16. GENERAL PROVISIONS
16.1. This Agreement constitutes the whole of the agreement between the Parties relating to the
matters dealt with herein and, save to the extent otherwise provided herein, no undertaking,
representation, term or condition relating to the subject matter of this Agreement not
incorporated in this Agreement shall be binding on either of the Parties. Each
Party acknowledges that it has not been induced to enter into this Agreement by any
representation or undertaking not expressly contained herein.
16.2. This Agreement supersedes and replaces any and all agreements between the Parties (and
other persons, as may be applicable) and undertakings given to or on behalf of the Parties
(and other persons, as may be applicable) in relation to the subject matter hereof. No prior
drafts, proposals, or oral statements shall have any contractual force except as specifically
incorporated into this Agreement
16.3. Variation – No addition to or variation, deletion, or agreed cancellation of all or any clauses or
provisions of this Agreement will be of any force or effect unless in writing and signed by the
Parties. Any variation, amendment, or waiver must be expressly identified as such and may
be signed in counterparts or by way of electronic signature. Any amendment of Schedules or
Annexures, including Statements of Work, must be approved in writing and signed by both
Parties to be effective.
16.4. No Indulgence – No latitude, an extension of time or other indulgences which may be given or
allowed by either Party to the other in respect of the performance of any obligation hereunder,
and no delay or forbearance in the enforcement of any right of either Party arising from this
Agreement and no single or partial exercise of any right by either Party under this Agreement,
shall in any circumstances be construed to be an implied consent or election by that Party or
operate as a waiver or a novation of or otherwise affect any of its rights in terms of or arising
from this Agreement or estop or preclude it from enforcing at any time and without notice,
strict and punctual compliance with each and every provision or term hereof. Failure or delay
on the part of either Party in exercising any right, power or privilege under this Agreement will
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 26 of 28
not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of
any right, power or privilege preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. No relaxation, latitude, or extension of time granted by
either Party shall prejudice, waive or constitute a novation of any right or remedy under this
Agreement, unless expressly agreed in writing by both Parties.
16.5. No Waiver or Suspension – No waiver, suspension or postponement by either Party of any
right arising out of or in connection with this Agreement shall be of any force or effect unless
in writing and signed by that Party. Any such waiver, suspension or postponement will be
effective only in the specific instance and for the purpose given. Failure by the company at
any time to enforce any of the terms or conditions of this agreement shall not affect or impair
such terms or conditions in any way or the right of the company at any time to avail itself of
such remedies as it may have for any breach of such terms or conditions under the provisions
of this Agreement, in equity or at law.
16.6. Continuing effectiveness of certain provisions – The expiration or termination of this
Agreement shall not affect such of the provisions of this Agreement as expressly provide that
they will operate after any such expiration or termination or which of necessity must continue
to have effect after such expiration or termination, notwithstanding that the clauses
themselves do not expressly provide for this. Provisions regarding confidentiality, intellectual
property, limitation of liability, dispute resolution, data protection, and non–circumvention shall
survive termination or expiry for the longest duration permitted by law or the contractual period
specified herein.
16.7. All provisions and the various clauses of this Agreement are, notwithstanding the manner in
which they have been grouped or linked grammatically, severable from each other. Any
provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction,
whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever,
shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as
pro non scripto and the remaining provisions and clauses of this Agreement shall remain of
full force and effect. The Parties declare that it is their intention that this Agreement would be
executed without such unenforceable provision if they were aware of such unenforceability at
the time of execution hereof. If any provision of this Agreement is found to be invalid, illegal,
Page 26 of 28
not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of
any right, power or privilege preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. No relaxation, latitude, or extension of time granted by
either Party shall prejudice, waive or constitute a novation of any right or remedy under this
Agreement, unless expressly agreed in writing by both Parties.
16.5. No Waiver or Suspension – No waiver, suspension or postponement by either Party of any
right arising out of or in connection with this Agreement shall be of any force or effect unless
in writing and signed by that Party. Any such waiver, suspension or postponement will be
effective only in the specific instance and for the purpose given. Failure by the company at
any time to enforce any of the terms or conditions of this agreement shall not affect or impair
such terms or conditions in any way or the right of the company at any time to avail itself of
such remedies as it may have for any breach of such terms or conditions under the provisions
of this Agreement, in equity or at law.
16.6. Continuing effectiveness of certain provisions – The expiration or termination of this
Agreement shall not affect such of the provisions of this Agreement as expressly provide that
they will operate after any such expiration or termination or which of necessity must continue
to have effect after such expiration or termination, notwithstanding that the clauses
themselves do not expressly provide for this. Provisions regarding confidentiality, intellectual
property, limitation of liability, dispute resolution, data protection, and non–circumvention shall
survive termination or expiry for the longest duration permitted by law or the contractual period
specified herein.
16.7. All provisions and the various clauses of this Agreement are, notwithstanding the manner in
which they have been grouped or linked grammatically, severable from each other. Any
provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction,
whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever,
shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as
pro non scripto and the remaining provisions and clauses of this Agreement shall remain of
full force and effect. The Parties declare that it is their intention that this Agreement would be
executed without such unenforceable provision if they were aware of such unenforceability at
the time of execution hereof. If any provision of this Agreement is found to be invalid, illegal,
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 27 of 28
or unenforceable by a competent authority, only that provision will be severed, and the
remainder will remain in force and effect.
16.8. The Agreement is governed by the laws of South Africa. All references to legislation include
amendments and reenactments.
16.9. Each Party warrants that it has full power to enter into this Agreement. Each signatory hereby
personally warrants that it is duly authorised to bind the Party that it purports to represent.
16.10. Each Party undertakes to do all acts and execute all further documents reasonably required
for the purposes of implementing and giving full effect to the provisions of this Agreement.
16.11. This Agreement may be executed in counterparts. Each counterpart, once signed and
delivered, shall constitute a duplicate original, and all counterparts together shall constitute
one and the same instrument, even if not all Parties have signed the same counterpart.
16.12. Electronic signatures are binding. For the avoidance of doubt, electronic signatures, scanned
copies, and digital execution platforms (such as DocuSign or Adobe Sign) shall be valid and
binding for all purposes under this Agreement.
16.13. The Parties agree to comply with all applicable laws.
16.14. This Agreement supersedes all prior discussions and agreements.
16.15. Nothing in this Agreement shall be construed as excluding or limiting any right or remedy
provided by applicable law or public policy, where to do so would be illegal, void, or contrary
to the Constitution of the Republic of South Africa.
16.16. Each Party warrants that it has not and will not engage in bribery, corruption, or any unlawful
inducement to secure any advantage under this Agreement.
17. ELECTRONIC COMMUNICATION AND TRANSACTION ACT PROVISIONS
17.1. The parties to this agreement consent to the electronic exchange of all communication,
notices, and agreements, including this agreement.
17.2. The electronic signature of this agreement, in particular, is agreed upon as envisaged by
Section 14 of the Electronic Communications and Transactions Act, 2002. The signature of
this agreement by a party and the transmission of the signed agreement to the other party
via scan, PDF, email, or any other data exchange method shall be deemed the original “wet
Page 27 of 28
or unenforceable by a competent authority, only that provision will be severed, and the
remainder will remain in force and effect.
16.8. The Agreement is governed by the laws of South Africa. All references to legislation include
amendments and reenactments.
16.9. Each Party warrants that it has full power to enter into this Agreement. Each signatory hereby
personally warrants that it is duly authorised to bind the Party that it purports to represent.
16.10. Each Party undertakes to do all acts and execute all further documents reasonably required
for the purposes of implementing and giving full effect to the provisions of this Agreement.
16.11. This Agreement may be executed in counterparts. Each counterpart, once signed and
delivered, shall constitute a duplicate original, and all counterparts together shall constitute
one and the same instrument, even if not all Parties have signed the same counterpart.
16.12. Electronic signatures are binding. For the avoidance of doubt, electronic signatures, scanned
copies, and digital execution platforms (such as DocuSign or Adobe Sign) shall be valid and
binding for all purposes under this Agreement.
16.13. The Parties agree to comply with all applicable laws.
16.14. This Agreement supersedes all prior discussions and agreements.
16.15. Nothing in this Agreement shall be construed as excluding or limiting any right or remedy
provided by applicable law or public policy, where to do so would be illegal, void, or contrary
to the Constitution of the Republic of South Africa.
16.16. Each Party warrants that it has not and will not engage in bribery, corruption, or any unlawful
inducement to secure any advantage under this Agreement.
17. ELECTRONIC COMMUNICATION AND TRANSACTION ACT PROVISIONS
17.1. The parties to this agreement consent to the electronic exchange of all communication,
notices, and agreements, including this agreement.
17.2. The electronic signature of this agreement, in particular, is agreed upon as envisaged by
Section 14 of the Electronic Communications and Transactions Act, 2002. The signature of
this agreement by a party and the transmission of the signed agreement to the other party
via scan, PDF, email, or any other data exchange method shall be deemed the original “wet
© 2025 Source A Rep (Pty) Ltd. All rights reserved
Page 28 of 28
ink” agreement. It shall be regarded as the original document which reflects the intention of
the contracting parties being reduced to writing.
18. SIGNATURE
18.1. This Agreement is signed by the Parties on the dates and at the places indicated below.
18.2. This Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same Agreement as at the
date of signature of the Party last signing one of the counterparts.
18.3. The persons signing this Agreement in a representative capacity warrant their authority to do
so.
18.4. The Parties record that it is not required for this Agreement to be valid and enforceable that
a Party shall initial the pages of this Agreement and/or have its signature of this Agreement
verified by a witness.
Page 28 of 28
ink” agreement. It shall be regarded as the original document which reflects the intention of
the contracting parties being reduced to writing.
18. SIGNATURE
18.1. This Agreement is signed by the Parties on the dates and at the places indicated below.
18.2. This Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same Agreement as at the
date of signature of the Party last signing one of the counterparts.
18.3. The persons signing this Agreement in a representative capacity warrant their authority to do
so.
18.4. The Parties record that it is not required for this Agreement to be valid and enforceable that
a Party shall initial the pages of this Agreement and/or have its signature of this Agreement
verified by a witness.
