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Service Level Agreement

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Service Level Agreement

SERVICE LEVEL  AGREEMENT


This Service Agreement is made on {date}  





BETWEEN




{first_name} {last_name}, representing {business_name}, a Company incorporated under the laws of the Federal Republic of Nigeria and having its principal place of business/residence at the following address:


{address}


(hereinafter referred to as the "Client");

AND




iLLuSys LTD -(RC-1475475), a Company incorporated under the laws of the Federal Republic of Nigeria and having its principal place of business at the following address:


14 Aliu Iboyimi Street, Off Ali Dada Street, Off Ago Palace Way, Okota, Lagos


(hereinafter referred to as the "Service Provider").





WHEREAS


A. The Client wishes to retain the services of the Service Provider and is of the opinion that the Service Provider is qualified to provide the services stated in this Agreement.




B. The Service Provider has agreed to provide the services in accordance with the terms and conditions herein contained in this Agreement.




IN CONSIDERATION of the mutual benefits, promises and obligations set forth in this Agreement, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:




1. TERM OF AGREEMENT


This agreement is for a fixed term of 12 Months, starting from the day the Client makes a financial commitment by making an initial deposit.


The terms of this Agreement may be extended by the written consent of both Parties.


2. POSITION AND SCOPE OF SERVICES


The Client agrees to engage the services of the Service Provider to provide the following services: 


{services}


and the Service Provider will report to {reporting} using the contact details shown below:



  • Email Address : {email_of_contact_person}

  • Phone Number: {tel_of_contact_person}





3. OBLIGATIONS OF THE SERVICE PROVIDER




  1. The Service Provider undertakes to do as follows:





    1. Provide the following services {services}





    2. The duties may include such other tasks which the parties MUST agree on




    3. The obligations may from time to time change as agreed upon by both parties






    4. OBLIGATIONS OF THE CLIENT




    1. The Client shall pay the Service Provider in periodic installments as agreed and as at when due.




    2. The Client shall provide all content; information regarding business information, product or service offering in text, images, video and other multimedia formats  necessary for performance of the services required under this Agreement.




    3. The Client will pay all relevant taxes required under the law. 




    5. WORK LOCATION AND SCHEDULE


    The Service Provider will work remotely and provide monthly reports to the client 




    6. COMPENSATION


    As compensation for all the services to be rendered by the Service Provider under this Agreement, the Service Provider is entitled to a total compensation as indicated in the invoice sent to the Client



    The Client may choose to pay in monthly instalments for up to six months





    1. Such compensation will be made by bank transfer and shall be subject to the normal statutory deductions made by the Client and payment will be made at the beginning of each stage of the project:


    2. The Service Provider shall be entitled to be reimbursed of all incidental and out-of-pocket expenses reasonably incurred on behalf of the Client, provided that same have been authorized by the Client prior to being incurred and with the provisions of appropriate receipts. 




    7. USE OF SUB-CONTRACTORS



    1. The Service Provider may hire subcontractors to provide the services upon the prior approval of the Client.

    2. The Service Provider shall be responsible for any work or services rendered by the sub-contractor and shall also be liable for any damage caused by the sub-contractor.


    8. TERMINATION OF AGREEMENT


    This Agreement may be terminated as follows: 



    1. at any period after the expiration of the term of this Agreement or any renewal thereof upon the issuance of the following period of notice in writing:

      1. One Month;

      2. by either of the Parties if the other Party commits any material breach of any terms contained in this Agreement;

      3. by the Client if the Service Provider fails to provide the services required under this Agreement; 

      4. by the Service Provider if the Client defaults in paying the compensation after making demands for the compensation to be paid;

      5. by either of the Parties upon the death of the other Party;

      6. by the Client in the event that the Service Provider engages in any act which amounts to gross misconduct;



    2. Upon termination or expiry of this Agreement, the Service Provider agrees to do the following:

      1. immediately return to the Client all monies NOT SPENT, confidential information, documents, books, materials and any other property belong to and relating to the Client which is in the possession of the Service Provider;

      2. delete any information relating to the business of the Client on any electronic device, hard disk etc which is in the possession of the Service Provider;

      3. not disclose or use any of the Client's trade secrets. The Client shall be entitled to seek an injunction or any other legal remedy to prevent such disclosure or use.



    3. Upon termination, the Client shall pay any compensation up to the date of termination and any fees falling due for payment for the services rendered by the Service Provider;


    9. INDEMNITY


    Both Parties shall be indemnified from and against all suits, actions, damages, liabilities, expenses of any kind whatsoever which result from any act or omission of the indemnifying Party, its employees, successors, agents and assigns which may occur in connection with this Agreement.




    10. CONFIDENTIALITY OBLIGATIONS



    1. The Parties acknowledge that in connection with this Agreement, they may have access to confidential information and materials, in which case, either of the Parties may be the receiving and disclosing Party.

    2. The Parties hereby undertake to do the following:

      1. to keep the confidential information secret at all times;

      2. not to disclose the confidential information or allow it to be disclosed in whole or in part to any third party without the prior consent of the other Party;

      3. to take proper and reasonable measures to ensure the confidentiality of the confidential information.



    3. The Parties agree to use the confidential information solely for the purpose for which the information was provided. Except as provided herein, no Party shall at any time, during or after the termination of this Agreement do as follows:

      1. use the confidential information except as expressly authorized by the other Party in writing;

      2. disclose, or permit the disclosure of the confidential information except to such authorized persons as are necessary to receive or evaluate the confidential information;

      3. transfer or part with possession of the whole or any part of the confidential information.



    4. The Parties shall not use, disclose or permit the disclosure by any person of the confidential information for the benefit of any third party.

    5. These confidential obligations apply to all confidential information whether provided to the Parties before, on or after the date of this Agreement and the obligations of the Parties shall continue to be in force for as long as the confidential information remains a trade secret.


    11. INTELLECTUAL PROPERTY OWNERSHIP



    1. All intellectual property and related materials which includes but not limited to trade marks, trade secrets, goodwill, patents, copyrights or other materials created, developed or produced by the Service Provider during the period of engagement with the Client shall be the sole property of the Client and the Client shall be granted unfettered access and use of any intellectual property created under this Agreement.

    2. The Service Provider may not use the intellectual property for any purpose other than the provision of the service in connection with this Agreement.

    3. The Service Provider may not permit the use of the intellectual property and shall be responsible for any damages resulting in the unauthorized use of the intellectual property.


    12. REMEDIES FOR BREACH OF CONTRACT



    1. It is hereby agreed that the terms of this Agreement are fundamental terms of contractual relationship between the Parties. Accordingly, a breach of the terms of this Agreement by the Service Provider would occasion financial and other damages and losses to the Client and to the Service Provider.

    2. Upon the occurrence of a breach by either parties, the affected party shall be indemnified of all the loss, damages incurred and the party who is a victim of the breach shall have the right to terminate this Agreement.

    3. No Waiver.  A party’s delay or failure to exercise any right or remedy shall not result in a waiver of that or any other right or remedy.

    4. Force Majeure. Neither party shall be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by events (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by a force majeure shall provide notice to the other party within a reasonable time and shall use its best efforts to resume performance. Obligations not performed due to a force majeure shall be performed as soon as reasonably possible when the force majeure concludes.

    5. Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. 

    6. Non-Hire Clause. During the term of this Agreement, both parties shall not solicit for any employee of the other party.

    7. Entire Agreement, precedence and Amendment. This Agreement supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. In the event of a conflict between any parts of this Agreement not resolved ILLUSYS LTD by its terms, the following order of precedence will apply:

      1. This Agreement (including any ILLUSYS LTD policies and procedures referenced herein); 

      2. A signed SOW, except to the extent that this Agreement or the SOW ILLUSYS LTD provides that a particular section of the SOW takes precedence over a particular section of this Agreement; and 


      This Agreement may be modified only by a written agreement signed by duly authorized representatives of both parties. Notices. All notices given under this MOU shall be given in writing and shall be deemed sufficiently given when delivered by hand, courier, registered mail, by facsimile or by e-mail (with confirmed answer back) to the other party at its address as set forth below:Counterparts.  Both parties may execute this Agreement in any number of counterparts. Each counterpart shall be deemed an original and all counterparts shall constitute one agreement binding on both parties. Facsimile signatures shall be considered binding for all purposes.


    8. Dispute and Arbitration                                               

    9. The parties shall exercise diligence to amicably settle within all disputes arising out of or in connection with this Memorandum of Understanding.  Where such disputes cannot be settled amicably within, any dispute between the parties in regard to any matter arising out of this agreement or its interpretation or their respective rights, duties, obligations and liabilities under this agreement or its cancellation or any matter arising out of its cancellation, shall be finally resolved in accordance with the provisions of the Arbitration and conciliation Act, Cap 19, Laws of the Federation of Nigeria.

    10. To arrive at the acceptable Mediator, each party shall nominate two persons.  From among the nominees, the acceptable Mediator shall be chosen. Where Mediation fails to resolve the dispute, the parties shall agree to employ the services of an Arbitrator who shall be chosen following the same process as the Mediator. The parties hereby agree that the final decision of the Arbitrator shall be final and binding on both parties. The parties also agree that the courts of Nigeria shall have the exclusive final jurisdiction to settle any disputes, which arise out or in connection with this Memorandum of Understanding.


    13. GOVERNING LAW


    This Agreement shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria.


    14. JURISDICTION


    Both parties agree that the Courts of the Federal Republic of Nigeria shall have the exclusive jurisdiction to settle any dispute or claim in connection with this Agreement.


    15. ENTIRE AGREEMENT


    This Agreement and any other document referred to in this Agreement, constitutes the entire agreement between the parties and supersede any prior written or oral agreement made between them.


    16. ASSIGNMENT


    No Party shall assign any of its obligations or duties under this Agreement, without the prior written consent of the other Party.


    17. WAIVERS


    Failure to exercise any right in this Agreement shall not operate as a waiver. The right or remedies herein provided are cumulative and not exclusive of any right or remedies provided by law.


    DEFINITION OF TERMS



    1. “Agreement” means this Agreement, fully executed by the parties, which includes all Attachments.

    2. “Attachments” means addenda, including any exhibits or schedules to this Agreement describing the Website features, functionalities, fees, and any special terms and conditions pertaining to this Agreement.

    3. ‘’Deliverables’’ means any tangible outcome that is produced by this project. These can be documents, plans, configurations, reports, policies, procedures, reports or service. 

    4. “Intellectual Property” or “IP” means all intellectual property rights throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including: 

      1. Copyrights, trade secrets, trademarks and service marks, patents, inventions, designs, logos and trade dress, “moral rights, “ mask works, publicity rights, and privacy rights; 

      2. Any application or right to apply for any of the rights referred to in Section 1(e), and all renewals, extensions and restorations.



    5. “Services” means consulting services provided to CLIENT by ILLUSYS LTD pursuant to a Statement of Work under this Agreement.

    6. “CLIENT” means CLIENT.

    7. “Incident” shall mean the support event starting with a malfunction or the functional impairment of the website, a malware attack, a bug – As soon as ILLUSYS LTD is informed, the support event becomes an Incident.

    8. “End-User” means the entity to whom the End-user License Agreement applies and who uses the Website products for internal use and not for re-sale, marketing, leasing, or renting.

    9.  “Business Hours” shall mean the regular working hours during regular working days, in accordance with the applicable public holidays declared in Nigeria, as observed by ILLUSYS LTD. Business hours shall consist of at least 8 consecutive hours each working day (9:00 AM to 5:00 PM)

    10. “Software products” means the products contained in the website, web application, portal, individually or collectively on any operating system.

    11. SLA for “Initial Response Time” means ILLUSYS LTD shall give a qualified response within the defined time.

    12. SLA for “Corrective Action” means ILLUSYS LTD shall provide a solution, a workaround or an action plan for the issue within the specified timeframe. The SLA for Corrective Action only refers to that part of the processing time, when a CLIENT message is being processed by ILLUSYS LTD. The Processing time does not include the time, when the message is on status “CLIENT Action”, or “ILLUSYS LTD Proposed Solution”, whereas

    13. The status “CLIENT Action” means the message was handed over to the End User or CLIENT’s IT Team

    14. The status “ILLUSYS LTD Proposed Solution” means ILLUSYS LTD has provided “Corrective Action” as outlined in this Agreement.

    15. If ILLUSYS LTD provides Action plan to CLIENT, such Action plan will include 

      1. The status of the resolution process

      2. The next steps planned by ILLUSYS LTD and the responsible persons allocated by ILLUSYS LTD

      3. Required cooperation by the End User

      4. Date and time for the next status update from the OEM or ILLUSYS LTD




























    IN WITNESS WHEREOF the parties have duly executed this Agreement this day and year first written above.




    The Common seal of the within named                                                               in the presence of:


    ____________________________


    DIRECTOR


    ____________________________


    DIRECTOR/SECRETARY




    The Common seal of the within named iLLuSys LTD in the presence of:


        


    BENEDICT BASSEY


    Managing Director 


    ____________________________


    GEORGE MGBEMEJE


    Business Development Manager


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