This is the standard Service Agreement that a Client and a Talent are required to sign, through the Workley Platform, before the Talent is onboarded onto an engagement. It is a default, baseline agreement. It deliberately contains no project-specific commercial terms (such as scope, price or deadlines) - those are agreed separately, in writing, between the Client and the Talent.
Parties
This Agreement is entered into between:
- the Client - the Workley account holder who initiates the engagement; and
- the Talent - the Workley account holder invited to provide ICT services,
each identified by their verified Workley account and by the engagement to which this Agreement is attached (each a "Party" and together the "Parties"). Workley (Pty) Ltd ("Workley") is not a Party to this Agreement; it provides the Platform on which the Parties contract.
1. Independent relationship
The Talent provides services as an independent contractor. Nothing in this Agreement creates a relationship of employer and employee, agency, partnership or joint venture between the Parties, or between either Party and Workley. Each Party is responsible for its own taxes, statutory contributions and expenses.
2. Commencement, onboarding & no obligation before onboarding
This Agreement takes effect when both Parties have signed it on the Platform. The Talent is under no obligation to begin or perform any work until onboarding is complete - that is, until this Agreement has been signed by both Parties. The Client shall not require or rely on work before then.
3. Scope & project terms
The specific services, deliverables, milestones, timelines and price for the engagement are not set out in this Agreement. The Parties must agree these separately in writing (for example, in Platform messages or a written brief). This Agreement sets the baseline legal terms that apply to whatever the Parties so agree.
4. Fees & payment
- The Client shall pay the Talent the amount(s) the Parties agree for services properly delivered.
- Payments are made directly or through a licensed payment provider. Workley does not hold funds in escrow and is not responsible for making payment.
- Each payment is recorded on the Platform as "paid" or "unpaid" against the onboarded Talent, so both Parties keep an accurate, shared record. Marking an amount "paid" confirms it was genuinely paid.
- Each Party is responsible for its own taxes (including income tax and VAT where applicable). The Talent shall issue any invoice required by law.
5. Confidentiality
Each Party shall keep confidential all non-public information disclosed by the other for the engagement, use it only for the engagement, and protect it with reasonable care. This obligation survives termination. It does not apply to information that is public through no breach, independently developed, or required to be disclosed by law.
6. Intellectual property
- Each Party retains ownership of intellectual property it owned before the engagement ("Background IP").
- Unless the Parties agree otherwise in writing, and subject to full payment of the agreed fees, the Talent assigns to the Client the intellectual property rights in the deliverables created specifically for the Client in the engagement.
- The Talent may retain and reuse general skills, know-how and non-client-specific components, and (unless the Client objects in writing) may display the work in a portfolio.
- The Talent warrants the deliverables will not knowingly infringe a third party's rights.
7. Data protection
Each Party shall comply with the Protection of Personal Information Act, 2013 (POPIA) in respect of any personal information it processes for the engagement, use it only for the engagement, protect it with appropriate safeguards, and return or delete it on request when it is no longer needed.
8. Warranties
- Talent warrants that it will perform the services with reasonable skill and care, that it is entitled to provide the services, and that its identity and credentials are truthfully represented.
- Client warrants that its instructions and materials are lawful and that it holds the rights needed for the Talent to perform the work.
9. Standard of work & remedies
The Talent shall perform the services to a reasonable professional standard. If a deliverable is materially defective, the Client shall notify the Talent, who shall have a reasonable opportunity to remedy it. If the work is not delivered or not remedied, the Client's remedies (including a fair refund or price reduction for work not properly done) are as provided in this Agreement, the project terms, the Return & Refund Policy and applicable law, including section 54 of the Consumer Protection Act, 2008.
10. Limitation of liability
Except for a Party's own fraud, gross negligence, or breach of confidentiality or IP obligations, neither Party is liable to the other for indirect or consequential loss, and each Party's total liability for the engagement is limited to the total fees payable for that engagement. Nothing limits liability that cannot be limited by law.
11. Term & termination
This Agreement continues for the engagement. Either Party may terminate on reasonable written notice (cancelling the engagement on the Platform, as described in the Cancellation Policy, constitutes such notice), or immediately for material breach not remedied within a reasonable time. On termination, the Client shall pay for work properly done up to termination, and each Party shall return or delete the other's confidential information. Clauses 5, 6, 7, 10 and 12 survive termination.
12. Dispute resolution
The Parties shall first try to resolve any dispute in good faith through Platform messaging. Failing that, the dispute shall be referred to mediation in South Africa and, if still unresolved, to arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA). Workley may, at its discretion, provide records (messages, this signed Agreement and payment status) to assist, but is not the arbiter and is not liable for the outcome. Either Party may seek urgent relief from a competent court.
13. General
- This Agreement, together with the project terms the Parties agree in writing, is the whole agreement between the Parties regarding the engagement's baseline terms.
- It is governed by the law of the Republic of South Africa.
- If any provision is unenforceable, the rest remain in force.
- Neither Party may cede its rights without the other's written consent.
- Amendments to this baseline Agreement are only valid if agreed in writing.
Signatures
By signing on the Workley Platform, each Party confirms that it has read, understood and agrees to be bound by this Standard Service Agreement, and that its electronic signature (recorded with its name, account and a date-and-time stamp) is legally binding under the Electronic Communications and Transactions Act, 2002.
| Client | Talent |
|---|---|
| Signed electronically on the Platform Name, account & timestamp recorded | Signed electronically on the Platform Name, account & timestamp recorded |
This standard agreement is a template designed for Workley's marketplace. It intentionally excludes project-specific terms. Have it reviewed by an admitted South African attorney, and encourage Clients and Talent to record their project-specific scope, price and timelines in writing.