Commercial and services contracts · 01
Master Services Agreement / Service Level Agreement
Governs a continuing supply of services where the detail changes but the relationship does not — the frame under which schedules, statements of work and purchase orders sit.
Governs a continuing supply of services where the detail changes but the relationship does not — the frame under which schedules, statements of work and purchase orders sit.
Services defined by output rather than activity; service levels with a stated measurement method and who measures; the change-control procedure; fees, escalation and the invoicing trigger; acceptance criteria and the consequence of rejection; term, renewal and exit assistance; limitation and exclusion of liability; a POPIA operator annexure wherever personal information moves; and an order-of-precedence clause ranking the agreement, the schedules and any purchase order.
A service level with no measurement clause is decoration — it cannot be enforced, only argued about. An unqualified indemnity given by a small supplier is usually uninsurable and therefore worthless to the client and fatal to the supplier. And where the schedules were written by the commercial team after the lawyers left, the precedence clause decides the dispute — read it and check it says what you think it says.
The law it sits under
What governs this instrument.
A master services agreement is governed by the common law of contract, with the Consumer Protection Act 68 of 2008 applying where the customer falls within its definition of a consumer. Where a penalty or pre-estimate of damages is agreed, the Conventional Penalties Act 15 of 1962 applies: a penalty is enforceable, but a court may reduce it under section 3 if it is out of proportion to the prejudice actually suffered.
Related pages, tools and documents
Where this instrument sits in the wider set, and the engagement that produces it.
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