Cloud Framework Agreement Template for South Africa

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Key Requirements PROMPT example:

Cloud Framework Agreement

"I need a Cloud Framework Agreement for a financial services company in South Africa that will be using cloud services to store sensitive customer data, with the agreement starting in March 2025 and requiring specific provisions for POPIA compliance and financial services regulations."

Document background
The Cloud Framework Agreement serves as the master agreement governing the provision of cloud services in South Africa, establishing the fundamental legal and commercial relationship between cloud service providers and their enterprise customers. This document is typically used when establishing long-term cloud service arrangements, providing a structured framework that can accommodate multiple service orders or statements of work over time. It encompasses essential provisions required by South African legislation, including POPIA (Protection of Personal Information Act) for data protection, ECTA (Electronic Communications and Transactions Act) for electronic transactions, and the Consumer Protection Act. The agreement is designed to address key aspects of cloud service delivery including service levels, security measures, data protection, pricing, and risk allocation, while maintaining flexibility to accommodate evolving service requirements and technological changes.
Suggested Sections

1. Parties: Identification of contracting parties, including registered addresses and company registration details

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions and Interpretation: Detailed definitions of terms used in the agreement and rules of interpretation

4. Term and Termination: Duration of the agreement, renewal provisions, and termination circumstances

5. Service Provision: Core obligations regarding the provision of cloud services

6. Service Levels: Performance standards, availability commitments, and service quality metrics

7. Charges and Payment: Pricing, payment terms, invoicing, and related financial provisions

8. Data Protection and Privacy: POPIA compliance measures and data protection obligations

9. Security Requirements: Security standards, protocols, and breach notification procedures

10. Intellectual Property Rights: IP ownership, licenses, and usage rights

11. Confidentiality: Protection of confidential information and trade secrets

12. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements

13. Force Majeure: Provisions for unforeseen circumstances and force majeure events

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Professional Services: Additional provisions for implementation, training, or consulting services if offered

2. Hardware Provisions: Include when physical hardware is provided as part of the service

3. Data Migration: Specific provisions for data migration services if offered

4. Disaster Recovery: Detailed disaster recovery obligations beyond standard service levels

5. Third-Party Services: Provisions regarding integration with or use of third-party services

6. Export Control: Include for international data transfers or cross-border services

7. Change Control: Formal procedures for managing changes to services or agreement terms

8. Audit Rights: Detailed audit provisions if required by regulatory compliance

9. Local Content Requirements: Include if subject to specific South African local content requirements

Suggested Schedules

1. Service Description: Detailed technical specifications of cloud services offered

2. Service Level Agreement: Detailed service levels, metrics, and remedies

3. Pricing Schedule: Detailed pricing, payment terms, and rate cards

4. Data Processing Agreement: Detailed data processing terms compliant with POPIA

5. Security Standards: Detailed security protocols and requirements

6. Support Services: Support level descriptions and procedures

7. Acceptable Use Policy: Terms governing acceptable use of cloud services

8. Business Continuity Plan: Disaster recovery and business continuity procedures

9. Exit Plan: Procedures and obligations for service termination and transition

10. Authorized Sub-processors: List of approved third-party service providers and sub-processors

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Financial Services

Healthcare

Retail

Manufacturing

Professional Services

Telecommunications

Education

Government and Public Sector

Insurance

Mining and Resources

Media and Entertainment

Transport and Logistics

Energy and Utilities

Relevant Teams

Legal

Information Technology

Information Security

Procurement

Risk and Compliance

Finance

Operations

Data Protection

Vendor Management

Enterprise Architecture

Solutions Development

Infrastructure and Operations

Commercial

Relevant Roles

Chief Information Officer

Chief Technology Officer

Head of Legal

Chief Information Security Officer

Procurement Manager

IT Director

Legal Counsel

Data Protection Officer

Commercial Director

Cloud Services Manager

IT Security Manager

Vendor Management Lead

Contract Manager

Technology Risk Manager

Enterprise Architect

Solutions Architect

Chief Privacy Officer

Chief Financial Officer

Industries
Protection of Personal Information Act (POPIA): South Africa's primary data protection law that regulates the processing of personal information and sets conditions for lawful processing of data. Critical for cloud services handling personal data.
Electronic Communications and Transactions Act (ECTA): Governs electronic communications and transactions, including the legal recognition of electronic signatures and contracts. Essential for cloud service agreements executed electronically.
Consumer Protection Act (CPA): Protects consumers' rights and applies to the supply of goods and services, including digital services. Relevant for fair terms, warranties, and service level agreements.
Cybercrimes Act: Addresses cybersecurity and creates obligations regarding the protection of data and computer systems. Relevant for security measures in cloud services.
Financial Intelligence Centre Act (FICA): If the cloud service involves financial transactions or storing financial data, FICA compliance may be necessary for anti-money laundering requirements.
Promotion of Access to Information Act (PAIA): Gives effect to constitutional right of access to information. Relevant for data access and transparency provisions in cloud services.
Companies Act: Provides the legal framework for company operations and contracts. Relevant for corporate governance and contractual capacity.
Common Law of Contract: South African common law principles governing formation and enforcement of contracts, including requirements for valid contracts and remedies for breach.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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