Project Services Agreement

Draft — pending attorney review (version 2026-09-30). Not for use with real customers until approved.

Agreement No: [as per your quote] Linked Quote: [as per your quote] (v[as per your quote])
Date: [as per your quote]

Between
Service Provider: RBrooks Solutions (RBrooks Solutions, Reg. [as per your quote], VAT n/a (not VAT registered)), [as per your quote], support@rbrooks.co.za ("RBrooks Solutions")
Client: [as per your quote], Reg. [as per your quote], [as per your quote], represented by [as per your quote] ([as per your quote]) ("the Client")

Important terms — please read these first

These terms limit RBrooks Solutions's liability, place some risks on you, or set out what you pay if the project ends early. They are explained in full in the clauses shown.

• Payment: 30% deposit before work starts, 30% at 70% complete, 40% on completion (clause 4). Every payment is applied to work actually done. Money paid for work not done is refunded (clause 10).
• Ending early: you may cancel at any time. You pay only for work done and third-party costs already committed, and any balance is refunded within 14 days (clause 10.2).
• Feasibility: if an unforeseen technical, legal, security or third-party problem makes the work unworkable, RBrooks Solutions pauses the affected work and agrees the way forward with you. It does not simply walk away (clause 10.3).
• Breach: before either party cancels for a breach, the other party gets written notice and 20 business days to put it right (clause 10.4).
• Liability: RBrooks Solutions's liability is limited to the fees you have paid under this Agreement, and excludes indirect loss, except where the law does not allow this (clause 9).
• Ownership: you own the custom work once it has been paid for in full (clause 7).
• Your rights: nothing in this Agreement limits your rights under the Consumer Protection Act 68 of 2008, where it applies (clause 12).

1. Scope of Work

1.1 RBrooks Solutions will deliver the work described in Quote [as per your quote], attached as Schedule A and forming part of this Agreement.
1.2 Anything not listed in Schedule A is out of scope. Changes to scope need a written change request. RBrooks Solutions will provide a revised quote, and the revised quote must be accepted before the change is carried out. Accepted changes may adjust the fees and the estimated completion date.

2. Working Hours

2.1 RBrooks Solutions works Monday to Friday, 10:00 to 15:00 South African Standard Time (SAST).
2.2 No project work is done on Saturdays, Sundays or South African public holidays unless both parties agree to it in writing beforehand. Weekend or after-hours work that has been agreed will be charged at [as per your quote] per hour, or as stated in Schedule A.
2.3 Communications received outside working hours are treated as received at 10:00 SAST on the next working day.

3. Estimated Completion Date

3.1 The estimated effort is [as per your quote] hours. Based on the working hours in clause 2, the estimated completion date is [as per your quote].
3.2 The estimate is calculated from the date the deposit (clause 4.1) reaches RBrooks Solutions's account, not from the date this Agreement is signed. If the deposit arrives later than [as per your quote], the estimated completion date moves out by the same number of working days.
3.3 The estimated completion date is a good-faith estimate, not a guaranteed deadline. It moves out by the length of any delay caused by:

• a) the Client not providing information, access, content, approvals or feedback within 5 working days of a request;
• b) late payment of any amount due under clause 4;
• c) approved changes to scope;
• d) a feasibility pause under clause 10.3;
• e) events outside RBrooks Solutions's reasonable control.

4. Fees and Payment Schedule

4.1 The total project fee is [as per your quote] excl. VAT ([as per your quote] incl. VAT), payable as follows:

4.2 All payments are advance payments towards the total fee. They are applied to work as it is done. They are not a fee for reserving RBrooks Solutions's time and are not forfeited if the project ends early.
4.3 Invoices are payable within 7 days of the invoice date by EFT to the bank account shown on the invoice.
4.4 If the progress payment has not been received within 7 days of invoicing, RBrooks Solutions may pause work after giving written notice, until it is paid. The pause period is added to the estimated completion date.
4.5 Ownership of and full usage rights to the deliverables pass to the Client only once all amounts due have been paid (see clause 7).
4.6 Overdue amounts attract interest at 2% per month or the maximum rate allowed by law, whichever is lower.
4.7 Third-party costs such as licences, hosting, domains, APIs and paid tools are not included unless Schedule A lists them. They are billed to the Client at cost[as per your quote], and only with the Client's approval.

5. Client Responsibilities

The Client will provide timely access, information, content and decisions. The Client will nominate one contact person who can approve work. The Client will review each deliverable within 5 working days, and tell RBrooks Solutions in writing of any material defects it finds.

6. Completion and Acceptance

6.1 The project is complete when the deliverables in Schedule A have been delivered and either:

• a) the Client accepts them in writing; or
• b) 5 working days pass after RBrooks Solutions has asked the Client in writing to review them, without the Client giving written notice of material defects.

6.2 RBrooks Solutions will fix material defects reported within 30 days of completion at no charge. This does not reduce any warranty the Client has by law. Work after that period falls under a Support Agreement or is billed at [as per your quote] per hour.

7. Intellectual Property

7.1 Once the Client has paid for it in full, the Client owns the custom work made specifically for it, including custom work handed over at a close-out under clause 10.
7.2 RBrooks Solutions keeps ownership of its pre-existing tools, libraries, templates and know-how. The Client receives a non-exclusive, perpetual licence to use them as part of the deliverables.
7.3 RBrooks Solutions may list the project in its portfolio unless the Client objects in writing.

8. Confidentiality and Data Protection

Each party will keep the other party's confidential information confidential. Where RBrooks Solutions processes personal information on the Client's behalf, it does so as an operator under the Protection of Personal Information Act 4 of 2013 (POPIA), only on the Client's instructions, with appropriate security safeguards.

9. Limitation of Liability

To the extent allowed by law, RBrooks Solutions's total liability under this Agreement is limited to the fees the Client has actually paid under it, and RBrooks Solutions is not liable for indirect or consequential loss, including loss of profit or loss of data. This limit does not apply to loss caused by RBrooks Solutions's gross negligence, fraud or wilful misconduct, or to any liability that cannot be limited by law.

10. Ending the Project Early

10.1 Value of Work Done. The Value of Work Done is the percentage of the project completed at the Close-Out Date multiplied by the total project fee, plus third-party costs that the Client approved and that RBrooks Solutions has already committed and cannot recover. The percentage complete is the most recent one confirmed in writing by RBrooks Solutions. It is supported by the deliverables in Schedule A that have been completed or are in progress, and by the hours logged.

10.2 Cancellation by the Client. The Client may cancel this Agreement at any time by giving written notice. The Client then pays the Value of Work Done up to the date of the notice. If the Client has paid more than that, RBrooks Solutions refunds the difference within 14 days. No deposit or other payment is forfeited.

10.3 Feasibility pause. Something unforeseen may come up after work has started: a technical, legal, security, third-party, infrastructure or dependency issue that materially affects whether the work can be delivered as agreed. If that happens:

• a) RBrooks Solutions pauses the affected work and tells the Client in writing, explaining the issue;
• b) the parties discuss in good faith and try to agree, within 10 business days, one of the following: a change in scope, an alternative solution, further discovery work, a revised timeline and fee, or ending the project;
• c) if the parties agree to end the project, or cannot agree on a way forward within that period, either party may end the project by written notice. The Client pays only the Value of Work Done, and any amount paid above that is refunded within 14 days.

RBrooks Solutions will not end the project under this clause for reasons within its own control.

10.4 Breach. If either party materially breaches this Agreement, the other party may give written notice describing the breach. The party in breach has 20 business days from the notice to put it right. If it does not, the other party may cancel this Agreement by further written notice. Breaches include non-payment of an invoice more than 14 days after it is due, or the Client not providing information, access or approvals needed to continue for more than 15 working days after a written request. If RBrooks Solutions cancels for the Client's breach, the Client pays the Value of Work Done. If the Client has paid more than that, the difference is refunded within 14 days. A party may also claim damages that the law allows.

10.5 Mutual close-out "as is". The parties may agree in writing at any time to close the project at its current state. The work delivered so far then counts as the completed scope, and the parties settle on the Value of Work Done or another amount they agree in writing.

10.6 Close-Out Statement. Whatever the reason for ending the project, RBrooks Solutions issues an itemised Close-Out Statement within 5 business days of the Close-Out Date. It shows:

• the reason and the Close-Out Date;
• the work completed and the percentage complete;
• the Value of Work Done, including the approved third-party costs committed;
• the amounts paid, and the final amount due or the refund due;
• the work, code, data and access being handed over.

RBrooks Solutions hands over all work in progress: source code, documentation, data, and access to accounts held on the Client's behalf. It does so within 5 business days after the final amount has been paid, or immediately if a refund is due to the Client. Work handed over at a close-out is provided in its current state. The defect-fix period in clause 6.2 applies only to deliverables that were completed.

10.7 Ending this Agreement does not affect clauses 7, 8, 9 and 10, or any amounts that were already due.

11. Cooling-off

If the Agreement resulted from direct marketing, the Client may cancel it within 5 business days after signing without reason or penalty (Consumer Protection Act, section 16), and we will not start work during that period unless the Client asks for an early start. Otherwise the Client can still cancel at any time under the cancellation clause.

12. Consumer Protection and General

12.1 Nothing in this Agreement limits or waives any right the Client has under the Consumer Protection Act 68 of 2008 or the Electronic Communications and Transactions Act 25 of 2002, where those Acts apply. If a clause conflicts with those rights, the rights apply.
12.2 This Agreement is governed by the laws of the Republic of South Africa. It and its Schedules are the entire agreement between the parties. Changes are valid only if they are in writing and accepted by both parties, including by electronic acceptance. Electronic signatures and acceptance are valid under the Electronic Communications and Transactions Act 25 of 2002.
12.3 The Client receives a copy of this Agreement by email once accepted, and can download it at any time from the link in that email.
12.4 "Business day" means any day except a Saturday, Sunday or South African public holiday.

Schedule A: Quote [as per your quote] (scope, line items, estimated hours, estimated completion date)

Accepted electronically on the quote page (name, time, IP address and a document hash are recorded).

Support Services Agreement (Monthly Support Plan)

Draft — pending attorney review (version 2026-09-30). Not for use with real customers until approved.

Agreement No: [as per your quote] Linked Quote: [as per your quote] (v[as per your quote])
Date: [as per your quote] Start Date: [as per your quote]

Between
Service Provider: RBrooks Solutions (RBrooks Solutions, Reg. [as per your quote], VAT n/a (not VAT registered)), [as per your quote], support@rbrooks.co.za ("RBrooks Solutions")
Client: [as per your quote], Reg. [as per your quote], [as per your quote], represented by [as per your quote] ([as per your quote]) ("the Client")

Important terms — please read these first

• Fee: [as per your quote] excl. VAT per month, invoiced in advance, covering up to [as per your quote] hours. Extra hours and tools are billed on top (clauses 3 and 4).
• Tools are billed to you: hosting, cloud, email and other services used to run your systems are charged in addition to the monthly fee (clause 4).
• Minimum term: 3 months, then month to month. You may still cancel during the minimum term (clause 6).
• Cancelling: you pay for months already used and your notice period. Fees paid in advance for months after cancellation are refunded (clause 6).
• Breach: before either party cancels for a breach, the other party gets written notice and 20 business days to put it right (clause 6).
• Response times are targets, not guaranteed fix times (clause 2).
• Liability is limited to the fees paid in the 3 months before a claim, except where the law does not allow this (clause 7).

1. Services

1.1 RBrooks Solutions will provide ongoing support, maintenance and small enhancements for the systems listed in Schedule A (the "Supported Systems").
1.2 Included: bug fixes, troubleshooting, monitoring and responding to alerts, security and dependency updates, minor configuration changes, and small enhancements, up to the monthly effort allowance in clause 3.
1.3 Excluded: new projects or major features, which need a separate quote and Project Services Agreement. Also excluded is work on systems not listed in Schedule A.

2. Support Hours

2.1 Working days: Monday to Friday, 10:00 to 15:00 SAST, excluding South African public holidays.
2.2 Weekends: RBrooks Solutions provides support only on weekends, meaning incident response for Supported Systems. No development, enhancement or project work is done on weekends unless it has been agreed in writing beforehand. Weekend coverage: [as per your quote].
2.3 Requests are logged via email or WhatsApp. Requests received outside support hours are handled from the start of the next support window.
2.4 Target response times (during support hours):

Response times are targets, not guaranteed resolution times.

3. Monthly Fee and Effort Allowance

3.1 The Client pays a fixed monthly fee of [as per your quote] excl. VAT ([as per your quote] incl. VAT). The fee covers up to [as per your quote] hours of support effort per calendar month.
3.2 The fee is invoiced in advance on the 1st of each month and is payable within 7 days. The first month is billed pro rata from the Start Date.
3.3 Unused hours [as per your quote].
3.4 Effort beyond the monthly allowance is billed at [as per your quote] per hour in increments of 15 minutes. RBrooks Solutions will notify the Client when 80% of the allowance has been used, and will not go over the allowance without the Client's approval, except for P1 incidents.
3.5 Agreed weekend or after-hours work is billed at [as per your quote] per hour.

4. Tools and Third-Party Costs (Billed to Client)

4.1 The monthly fee covers RBrooks Solutions's effort only. All tools, services and infrastructure used to run or support the Client's systems are billed to the Client in addition to the monthly fee. These include hosting and cloud (e.g. AWS), domains, email services (e.g. AWS SES or Resend), SaaS subscriptions, APIs, licences and monitoring tools.
4.2 These costs are billed monthly in arrears at cost[as per your quote], with supporting line items. Where possible, accounts are held in the Client's name and billed directly to the Client.
4.3 RBrooks Solutions will get the Client's approval before adding any new paid tool or service that costs more than [as per your quote] per month.

5. Reporting

RBrooks Solutions will send a monthly statement showing hours used against the allowance, the tickets handled, and the tools billed to the Client.

6. Term, Cancellation and Breach

6.1 This Agreement starts on the Start Date. It runs for a minimum term of 3 months and then continues month to month.
6.2 Cancellation by the Client. The Client may cancel at any time by giving 20 business days' written notice, including during the minimum term. The Client pays the monthly fees and billed tool costs up to the end of the notice period. If the Client cancels during the minimum term, RBrooks Solutions may charge a reasonable cancellation fee. That fee is limited to costs RBrooks Solutions actually incurred because of the early cancellation and cannot recover, and RBrooks Solutions will explain it in writing. Fees paid in advance for any period after the notice period are refunded within 14 days.
6.3 Cancellation by RBrooks Solutions. After the minimum term, RBrooks Solutions may end this Agreement on 14 days' written notice. Fees paid in advance for any period after that are refunded within 14 days.
6.4 Breach. If either party materially breaches this Agreement, the other party may give written notice describing the breach. The party in breach has 20 business days from the notice to put it right. If it does not, the other party may cancel this Agreement by further written notice. If an invoice is unpaid 14 days after it is due, RBrooks Solutions may suspend support after written notice until it is paid.
6.5 When the Agreement ends, RBrooks Solutions hands over credentials, documentation and access to accounts held on the Client's behalf once all amounts due have been paid.

7. Confidentiality, Data Protection and Liability

7.1 Each party will keep the other party's confidential information confidential. Where RBrooks Solutions processes personal information on the Client's behalf, it does so as an operator under POPIA, only on the Client's instructions, with appropriate security safeguards.
7.2 To the extent allowed by law, RBrooks Solutions's total liability under this Agreement is limited to the fees paid in the 3 months before the claim, and RBrooks Solutions is not liable for indirect or consequential loss. This limit does not apply to loss caused by RBrooks Solutions's gross negligence, fraud or wilful misconduct, or to any liability that cannot be limited by law.

8. Cooling-off

If the Agreement resulted from direct marketing, the Client may cancel it within 5 business days after signing without reason or penalty (Consumer Protection Act, section 16), and we will not start work during that period unless the Client asks for an early start. Otherwise the Client can still cancel at any time under the cancellation clause.

9. Consumer Protection and General

9.1 Nothing in this Agreement limits or waives any right the Client has under the Consumer Protection Act 68 of 2008 or the Electronic Communications and Transactions Act 25 of 2002, where those Acts apply. If a clause conflicts with those rights, the rights apply.
9.2 This Agreement is governed by the laws of the Republic of South Africa. Electronic acceptance is valid under the Electronic Communications and Transactions Act 25 of 2002. Changes are valid only if they are in writing and accepted by both parties. RBrooks Solutions may review the monthly fee once every 12 months by giving 30 days' written notice, and the Client may cancel under clause 6.2 if it does not accept the new fee.
9.3 The Client receives a copy of this Agreement by email once accepted. "Business day" means any day except a Saturday, Sunday or South African public holiday.

Schedule A: Supported Systems and Support Quote [as per your quote]

Accepted electronically on the quote page (name, time, IP address and a document hash are recorded).