Client Services Agreement

1. Parties & Purpose

This Client Services Agreement ("Agreement") is entered into by and between OperaFlow ("Service Provider"), operating within the Republic of South Africa (operaflow.co.za), and the party identified in an attached Statement of Work ("Client").

Service Provider specializes in designing, engineering, and deploying custom operational systems, workflow automations, and administrative tools tailored to eliminate business bottlenecks.

2. Scope of Work & Deliverables

Specific project objectives, technical deliverables, milestone timelines, and functional specifications shall be detailed in mutually agreed Statements of Work ("SOW") executed under this Agreement. Any modifications to SOW scope shall require a written Change Request approved by both parties.

3. Fees, Invoicing & Payment Terms

Client shall pay Service Provider the professional fees set forth in the applicable SOW. Unless specified otherwise in an SOW:

• Invoices are payable in South African Rands (ZAR) within 7 business days of invoice date.
• Milestone-based billing applies (e.g. 50% deposit upon project initiation, 50% upon deployment handover).
• Late payments may incur interest in terms of applicable South African commercial rates.

4. Client Responsibilities & Data Access

Client agrees to provide timely access to necessary business records, system credentials, API tokens, workflow feedback, and personnel required for Service Provider to complete project deliverables according to schedule.

5. Intellectual Property Rights

Pre-Existing IP: Service Provider retains full, unencumbered ownership of all pre-existing frameworks, code libraries, automation patterns, prompt architectures, SOP templates, and know-how owned or developed by Service Provider prior to or independently of this Agreement.

Deliverables: Upon full payment of all applicable fees, Client receives a perpetual, non-exclusive, non-transferable license to utilize the custom deliverables engineered specifically for Client's internal business operations.

6. Third-Party Software & AI Limitations

Client acknowledges that operational systems may rely on third-party cloud infrastructure (e.g. WhatsApp Business API, OpenAI, Anthropic, Make, Zapier, Google Cloud). Service Provider is not liable for third-party service outages, third-party API policy changes, or probabilistic outputs generated by artificial intelligence models.

7. Confidentiality & POPIA Data Protection

Both parties agree to hold in strict confidence all proprietary business data, customer records, and technical secrets disclosed during engagement. Service Provider shall process Client personal information in accordance with the Protection of Personal Information Act 4 of 2013 (POPIA).

8. Warranties & Disclaimers

Service Provider warrants that services will be performed in a professional, workmanlike manner using industry-standard engineering practices. Except as explicitly stated in an SOW, services are provided without warranty of specific revenue increases or financial outcomes.

9. Limitation of Liability

To the fullest extent permitted by South African law, Service Provider's total aggregate liability arising out of or related to this Agreement shall be limited to the total professional fees actually paid by Client under the specific SOW giving rise to the claim.

10. Termination & Governing Law

Either party may terminate an SOW for material breach upon 14 days written notice if such breach remains uncured. This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa, and disputes shall be submitted to arbitration in South Africa.