Canonical source: biz/legal/service-agreement.md — edit the markdown, re-run npm run sync in workspace-site, rebuild, redeploy. The A4 PDF is the client's copy and has the internal notes stripped.
INTERNAL, strip before rendering for a client -----------------------------
v2.0, 10 August 2026. Every statutory mechanism below was checked verbatim
against the primary text of the Acts on this date (not against a summary):
· Copyright Act 98 of 1978 s22(3) — an assignment has no effect unless in
writing signed by or on behalf of the ASSIGNOR. s22(5) — future works
can validly be assigned, so §7.1 is signed once now and lands on
payment. s22(4) — a NON-exclusive licence needs no writing and is
revocable "except as a contract provides", which is why §7.3 and §7.4
say "irrevocable" in terms. That word is the whole protection for
site-editable and the site template.
· CPA s49(1) — notice is required for terms that limit liability (a) OR
impose an indemnity (c). s49(4) — conspicuous, and BEFORE the consumer
transacts or pays. s48(2)(d)(ii) — such a term is unfair if its fact,
nature and effect were not adequately drawn to their attention. So the
cap and the client's asset warranty sit TOGETHER in the §9 box, and the
PDF renderer was given real blockquote styling so the box is a box.
s51(1)(c) — gross negligence can never be limited. s51(1)(g) — no
"no representations were made" clause, which is why §11 invites the
client to add anything said in conversation instead.
· ECTA s42(2)(d) — the s44 seven-day cooling-off does not apply to
services begun with the consumer's consent inside the seven days. That
is what §3's consent box buys. s46(1) — NEW IN v2.0: a supplier must
perform within 30 days "unless the parties have agreed otherwise", and
s46(2) lets the consumer cancel on seven days' notice if not. A build
runs longer than 30 days, so §6 makes the scope document's timeline the
agreed period. v1.0 was silent and exposed on this.
STILL NOT ATTORNEY-REVIEWED. Statute-verified is not the same thing, so
LEGAL-PLAN.md item 13 stays 🔴. Two residual questions for that hour:
1. Whether Daniel's signature on an emailed PDF satisfies s22(3). Where a
statute requires a signature, ECTA s13(1) points at an ADVANCED
electronic signature; Spring Forest v Wilberry (SCA) distinguishes
signatures required by law from those required only by the parties.
Practical answer meanwhile: Daniel actually signs each one and keeps
the signed original. This is also why the client→Leachie direction in
§7.4 is a LICENCE, not an assignment back — a licence needs no
signature at all, so an email acceptance is enough for it.
2. The half-up-front deposit against s44, if a client declines immediate
start.
Nadia's engagement deliberately broke this playbook (hourly, no deposit,
delivered on spec) and is not retrofitted. Vicky Talbot is the first to do
properly from the start.
Fill: [CLIENT NAME] [CLIENT ADDRESS] [DATE] [PROJECT DESCRIPTION]
[SCOPE DOCUMENT] [TOTAL] [BREAKDOWN] — then follow ONBOARDING.md.Between Daniel Slater, trading as Leachie, of Cape Town, South Africa ("Leachie", "we", "us") and [CLIENT NAME] of [CLIENT ADDRESS] ("you").
Version 2.0 · [DATE]
This is written to be read, not to be impressive. If any sentence here is unclear, ask — a term you did not understand is not a term we want to rely on.
[PROJECT DESCRIPTION — e.g. a five-page website for X, replacing the existing site at Y]
The pages, features and content are listed in [SCOPE DOCUMENT / the quote dated …], which forms part of this agreement. Anything not listed there is not included — see §4.
[TOTAL], made up of [BREAKDOWN]. That is the full price for the work in §1, including every cost and fee. No VAT is charged and this is not a tax invoice, because Leachie is not VAT-registered.
Half up front, half on completion. The deposit books your slot and work starts once it is received. The balance is due when the site is finished and approved by you, before it goes live on your domain. Payment by EFT or card, invoices due within seven days.
If an invoice is unpaid we raise it with you directly before anything else happens. We do not add interest, and we do not take a live site down over money.
Starting straight away. An agreement for services concluded electronically normally carries a right to cancel, without reason and without penalty, within seven days of the agreement being made. That right falls away if the work begins with your consent inside those seven days — which is the trade-off for your project starting now instead of a week from now. Either choice is fine and neither costs you anything.
Begin work immediately: ☐ yes, begin now ☐ no, wait out the seven days · signed ______________ · date ____________
Websites change shape while they are being built, and that is normal. Small adjustments as we go are part of the work and are not charged for.
Anything that adds to §1 — a new page, a new feature, a change of direction after something is built — is quoted to you in writing first, at R1 000 per hour, and only started once you say yes. You will never receive an invoice for work you did not agree to.
Content (text, photographs, logos), the access needed to put the site on your domain, and answers to questions within a reasonable time. If we are waiting on you, the timeline moves — that is not a penalty, just arithmetic. If we are waiting on you for more than [30 days] we may invoice for the work done so far and pause until you are ready.
The scope document in §1 sets out when we expect to deliver, and that agreed timeline is what applies, in place of any shorter default period the law would otherwise read in. If we are going to miss an agreed date, we tell you before it passes rather than after.
We show you the site on a private preview address before it goes live. You get [two rounds] of revisions on the finished build as part of the price; further rounds are hourly under §4. If you have neither approved nor asked for changes within [10 business days] of being shown the finished site, we treat it as approved so the project can close.
7.1 — On full payment the site becomes yours, and this clause is what transfers it. Leachie hereby assigns to you all copyright in the website built for you under §1 — its design, layout, the text and images we made for you, and the code as delivered — that assignment taking effect the moment full payment of all amounts due is received. It covers work that does not yet exist on the date below as well as work that does. No further document is needed: this agreement, signed by Leachie, is the assignment.
7.2 — Until then you have a licence to review. Before full payment you may use what we deliver only to review and approve it. That licence ends if this agreement is cancelled before completion.
7.3 — Our toolbox stays ours, and your right to use it is permanent. We build on reusable components, templates and tooling of our own that we use for every client. Those are not part of what transfers under 7.1. You get a permanent, irrevocable licence, at no further cost, to keep using them as part of your site — including if someone else maintains or rebuilds it later, and including if you sell the business the site belongs to. In plain terms: the site is yours, the toolbox is ours, and your site keeps working forever either way.
7.4 — And if the law says you wrote the code. South African law treats the author of software as whoever controlled its making, which on a hands-on project can be the client rather than the developer. So neither of us has to argue about it: to whatever extent you own, or come to own, copyright in the software, you grant Leachie a permanent, irrevocable, non-exclusive licence to reuse the general techniques, patterns and components involved in other work. That gives us no right to your content, your brand, or your site as a whole.
7.5 — Credit, and your freedom to change things. The law gives an author certain rights that cannot be handed over, including the right to be identified as the author. We keep those, and we will not use them to get in your way: we consent now to you, or anyone you appoint, changing, adding to or rebuilding the site however you like.
7.6 — Your content is yours and always was. Your text, your photographs, your logo and your brand never belong to us at any point.
7.7 — Material licensed from other people. Some fonts, photographs, video or music may be licensed rather than owned, and rights we never had are rights we cannot pass to you. On delivery we give you a written list of anything of that kind and what its licence permits, so you know what you may and may not do with it. Material you supply is covered by the box in §9.
7.8 — Showing the work. We would like to show your project as an example of ours. That needs your permission, which is a separate document and entirely your choice; it is not a condition of this agreement. Where a discount is given in exchange for those rights, that trade is recorded in writing separately.
Your domain stays registered in your name, and so does every account the site depends on — hosting, database, payments, analytics. We take only the access we need, as a user on your account. Anything of yours we hold, we hold because you asked us to, and you can have it back on request.
We keep your contact and billing details to do the work and to invoice you, and nothing more. Our privacy notice explains it in full.
Where your site collects information about other people — an enquiry, a booking, a customer account — you decide what happens to it and we act only on your instructions. We will keep it secure with measures appropriate to the risk, never use it for anything of our own, tell you immediately if we have reason to believe someone unauthorised has reached it, and hand it back or delete it — your choice — when we are done. We keep it confidential indefinitely, including after this agreement ends. POPIA calls you the responsible party and us the operator, and it requires you to have this in writing with us, so this paragraph is here as much for your compliance as for ours.
Where it is stored. Your site and its data sit with reputable providers who host outside South Africa — Cloudflare, and where your site has a content editor or a database, Supabase. Payments, where relevant, go through Paystack in South Africa. We will not move your data to another provider without telling you first.
Where your site is built so enquiries go straight to you and never through our systems, that is deliberate, and it is the safest arrangement for both of us.
We will do this work with reasonable skill and care, and we will fix anything that turns out to be broken in what we built, free, for [60 days] after the site goes live.
We do not promise a website will never be unreachable, and we do not promise any particular result from it — no traffic figure, no ranking on Google, no number of enquiries. Anyone who promises those is guessing.
We are not responsible for things outside the site itself: your domain registrar, your email provider, a third-party service the site connects to, or a change made by someone else after delivery. If something you or a third party changed goes wrong we will help, as paid work under §4, quoted first.
Please read this box before you accept or pay. It limits what we are liable for, and it asks something of you. Initial here: ______
Our liability is capped. If we get something wrong through ordinary carelessness and it costs you money, what you can claim from us is limited to the total you have paid us for this project. We are not liable for indirect losses such as lost profit or lost business.
What that cap does not cover. It does not apply to gross negligence, to anything done dishonestly, or to anything the law does not permit us to limit. Your rights under the Consumer Protection Act — including your right to services of the quality you are entitled to expect — stand whatever this agreement says.
Material you give us. When you send us text, photographs, a logo, video or fonts, you are confirming you have the right to use them. If a rights-holder pursues us because that turns out not to be so, that cost is yours rather than ours. If you are unsure about any asset, tell us and we will check it or replace it — free, and far cheaper than the alternative.
You may cancel at any time. You pay for the work done up to that point and we hand over what exists. Your deposit covers work already done rather than being a forfeit — if the work done is worth less than the deposit, the difference comes back to you.
We may cancel if an invoice stays unpaid after we have asked, or if the work becomes something we cannot do properly. You then get everything completed and paid for, and any money received for work not yet done is returned.
Either way you get your things back. Within seven days of the end we hand over the files, your content and any export you ask for, in a usable form, and we remove our access to your accounts.
This agreement and the scope document in §1 are what we have agreed. If something important was said in a conversation or an email and is not written here, tell us and we will add it in writing — we are not asking you to pretend those conversations did not happen. Any change needs to be in writing, and an email is writing.
South African law applies. If something goes wrong between us we talk about it first, properly. That does not take away your right to go to the National Consumer Commission, a consumer court or an ordinary court — those stay open to you whatever we agree here.
Accepting this by email is enough on your side: a reply saying you accept it, quoting this version and date, has the same effect as a signature. Leachie signs this document itself, because the copyright assignment in §7.1 only takes effect if it is signed by the party giving the copyright up. You get a copy of the signed agreement at no charge.
You confirm you have had a fair chance to read this, to ask about anything in it, and to take your own advice on it before agreeing.
Signed for Leachie — Daniel Slater t/a Leachie
Signature ________________________ · Date ____________
Accepted by [CLIENT NAME] — by signing here, or by email reply accepting Version 2.0 dated [DATE]
Signature ________________________ · Date ____________
Leachie · Daniel Slater t/a Leachie, Cape Town · danslater@leachie.com · +27 76 456 2179