Service Level Agreement

THIS SERVICE LEVEL AGREEMENT is between Raise Synergy and the  "Existing customers" and "Prospective customers".

RAISE SYNERGY SOLUTIONS, a private company incorporated under the laws of the Federal Republic of Nigeria with its principal place of business located at No 14 Allen Avenue Suite 409, 4th Floor Centage Plaza Ikeja Lagos, Nigeria (hereinafter referred to as the “Service Provider”) with the following;

 Responsibilities:

Raise Synergy Solutions manages and installs energy check-metering system which helps their customer to control their electricity consumptions rates with the use of electricity tokens by providing annual time token Access per meter, and enables consumers purchase electricity through an online vending system with a top-up system for token replacement. 

Raise Synergy Solutions will enter into an MOU with Customer to provide a sub- metering service to manage the electricity consumption of their Residents. 

Please note that the commencement of services to any customers without signing an MOU is an automatic acceptance of our terms contained in the service level agreement. 

 Customers requires Raise Synergy Solutions to make the Vending System available to their representatives or service manager to enable the Residents purchase Electricity Tokens, in order for such Residents to have access to the electricity supplied through their Sub-metering service and energy consumption management through the electricity generators.

The Parties after engagement enter into this MOU to set forth the terms and conditions which will govern their relationship.


NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the Parties agree as follows:


COMMENCEMENT AND TERM

This Agreement shall commence on the Effective Date and shall remain in full force and effect unless earlier terminated by either Party in accordance with the provisions of this Agreement.

EXCLUSIVE APPOINTMENT

  • Customers hereby engages Raise Synergy Solutions on an exclusive basis to provide the Services stated herein and they agree to take up the engagement. Customers will not contract with any other service provider, in connection with the Estate, to perform services identical or similar to the Services, during the term of this Agreement.

SCOPE OF THE SERVICES

Raise Synergy Solutions shall during the subsistence of this Agreement provide the following services:

Install check-meters and provide electricity vending system to the residents in order to enable the Residents purchase Electricity Tokens through the their representative or the service manager; 

make its Vending System available to the Residents to enable payments for Electricity Tokens through the various payment channel as provided by Customers;

  • ensure that residents are provided with tokens generated through the Vending System, accept otherwise if there is a server downtime which should be communicated within 24 hours and the tokens required shall be made available manually until such downtime is rectified;
  • may collect payments from the Residents for all Electricity Tokens purchased through the Vending System “if need arises” as agreed by both parties;
  • remit all electricity payments collected from the Residents (other than the Fees) as agree by parties to Customers;
  • make available to designated Customers representative or service manager a downloadable report via the vending access account the information on Electricity Tokens purchased by the Residents;
  • provide an effective customer service to attend to all related requests and queries on the rendered services in a prompt and timely manner during business hours only;
  • maintain full and accurate accounting of all payments collected from the Residents if any as agreed by both parties;

use all Transaction Data solely for the purpose of fulfilling its obligations under this Agreement; and

  • Comply with all applicable regulations.  

  • CUSTOMERS OBLIGATIONS:

provide Raise Synergy Solutions with such support and assistance as may be required by them to enable it perform the Services;

ensure that all Residents purchase Electricity Tokens for the electricity generated from the vending system in order to service the provided electricity by the electricity generators and not otherwise by using exclusively, the Vending System and ensure that the installed energy check-meters are not tampered with by the residents or pay the sum of N10,000.00 for a reset codes in case of tempering;

ensure that no other person or entity provides services identical or similar to the Services, to any Resident during the term of this Agreement;

make sure the residents comply with all applicable rules and regulations as any tampering or wrong electrical connections on the check-meters will require a reset token at a cost or probably may damage the meters;

market and promote the use of the Vending System to the Residents;

maintain full and accurate accounting of all payments collected from the use of the vending system so as to meet up with the purpose of acquiring the service and making sure all fees as attached to server maintenance or any service charges are regular paid to Raise Synergy Solutions as pursuant to this Agreement;

maintain full and accurate records of all Transaction Data made available to it from the provided vending system and services;

  • not to disclose any information as related to the vending access and operation system to any third party that is out of your assigned management officials, as you will be liable and solely responsible for any damage(s) as a result of taking such action without the advice or consent of Raise Synergy Solution at the relevant time;
  • promptly disseminate information to Raise Synergy relating to any matter that may impact the operations or the Services;
  • notify Raise Synergy Solutions of any complaints or queries received from any Resident within one (1) hour of receiving such complaint or request;
  • refrain from using the platform for services that are out of this agreement as stated therein; and

provide representatives that will be reachable at all times to work promptly and amicably with Raise Synergy Solutions technical team to resolve all queries and issues as may be raised by either of the parties and pay where its applicable for the service rendered.

CONSIDERATION AND PAYMENT

  • In consideration of Raise Synergy Solution performing the Services, They shall be entitled to charge an annual server maintenance fee for the vending system and other chargeable related services provided through the Vending System or as applicable.
  • Raise Synergy Solutions shall charge as follows:
  • The above fees shall be exclusive of Value Added Tax (VAT) and Raise Synergy Solutions shall be entitled to charge the prescribed VAT separately if the need arises. The value of the applicable VAT shall be added to every charge during the time of requests or any offered services that requires a direct deduction form payment made by a resident.
  • The Parties shall act based on agreement to carry out a reconciliation exercise on any of the transaction reports at a cost and as greed by both parties.
  • The review of the annual server and vending charges shall be carried out with consent of both parties with formal notification. Please note; that all increments to be done is based on either current economic changes or increase in cost of services which cannot be determined until the occurrence of the same.
  • The maximum period of increment can only be done periodically in (2) two years or if there is a sudden economic change that calls for a review and such will be done formally with a notification.
  • Service maintenance fee is paid by Customers annually and it covers the followings;
  • Provision of vending tokens and time access permission
  • Maintenance of the online server and making sure its working properly without any sudden downtime and if any occurs, it will be formally communicated and vending done manually from the back end for this period.
  • Customer support services as related to issues forwarded for resolutions and advice Customers appropriately on the best solutions to be provided if there are issues on the meters or vending system and best approach towards achieving the solution This Excludes self damages, or damages which occurs as a result of usage on the device, tampering cost and logistics if need arises

INDEMNITY

Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party (the Indemnified Party), its officers, directors and employees from and against all damages, claims, demands, liabilities, actions, proceedings, losses, costs, which may be incurred by the Indemnified Party arising from the gross negligence or willful misconduct of the Indemnifying Party.

The Indemnifying Party shall not be liable for any indirect or consequential damages, claims, costs, expenses or losses whatsoever which may be suffered by the Indemnified Party or its resident, including but not limited to any special, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, or the cost of procurement of substitute goods and services, arising out of or related to the use, resale, inability to use, unauthorized use, performance or non-performance of the Vending System, or anything done or not done pursuant to this Agreement whether such damages arise in contract, delict, under statute, at law or any other cause without limitation and whether this Agreement is cancelled or not.

Raise Synergy Solutions provides the Vending System “as is” and all information, products and other content (products and content) included in or accessible from the Vending System, are subject to change at any time.

 TERMINATION

This Agreement may be terminated by the mutual written agreement of the Parties or by either Party giving the other 30 (thirty) days’ prior written notice to the other Party, or on account of breach of any of the terms by either Party.

Where a party (the terminating party) wishes to terminate this Agreement as a result of breach of any of the provisions of this Agreement by the other party (the defaulting party), the terminating party shall give the defaulting party at least 14 (fourteen) days’ written notice of such breach and requiring the defaulting party to rectify the breach.

Where the defaulting party fails to rectify the breach within the stipulated period, the terminating party may terminate the Agreement forthwith. Such termination shall be without prejudice to any claim the terminating party may have against the defaulting party arising from the alleged breach.

Termination of this Agreement for any cause shall not affect any rights or obligations of the Parties under the Agreement, which had already accrued at the time of termination.

Upon the termination of this Agreement, each Party shall immediately return to the other Party all papers, materials, data and other property of the other Party in its possession or held by it in connection with the performance of this Agreement. Notwithstanding the above, either Party shall be entitled to retain information concerning the other Party if and to the extent that it is required to do so in terms of its reasonable retention of records policy or in terms of any applicable law, subject at all times to the confidentiality obligations. as set out in Clause 17 below.

TAXES

Each Party shall be responsible for any and all taxes on its business, and taxes based on its net income or gross receipts.

 NOTICES 

All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the recipient set out below.

If to RAISE SYNERGY SOLUTIONS:

Address: 14, Allen Avenue, Suite 409, 4th Floor, Centage Plaza Ikeja Lagos, Nigeria

Telephone: 08138395030

Email: ola.rkuti@gmail.com

Any such notice may be delivered personally or by courier or email and shall be deemed to have been served if by personal delivery when delivered, if by courier upon receipt of proof of delivery and if by email when dispatched to any or all of the addresses listed above.

ASSIGNMENT

Neither Party may assign any of their rights, obligations or responsibilities under this Agreement without the prior written consent of the other Party and in absence of such consent any such assignment shall be null and void.

 GOVERNING LAW

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

DISPUTE RESOLUTION

The Parties shall use their best endeavor to settle any dispute or difference of opinion between them, arising from or in connection with this Agreement amicably through mutual discussions.

Any dispute that cannot be settled in accordance with Clause 14.1 within a period of thirty (30) days of one Party notifying the other that a dispute has arisen, shall be settled before a sole arbitrator to be appointed by mutual agreement of the Parties. A dispute shall be deemed to have arisen when any Party notifies the other Parties in writing to that effect. In the event that the Parties are unable to mutually agree on a Sole Arbitrator within fourteen (14) days after a dispute has arisen, such sole arbitrator shall be appointed by the Chairman of the Chartered Institute of Arbitrators (Nigeria Branch).

Any dispute arising from the terms of this Agreement shall be settled in accordance with the Arbitration Rules of the Arbitration and Conciliation Act, Cap. A18, Laws of the Federation of Nigeria 2004 (or any amendments or modification to the same).

INTELLECTUAL PROPERTY RIGHTS

Each Party shall retain all right, title and interest, in and to all its copyrights, patent rights, and rights in trademarks, service marks, logos and commercial symbols as well as all other intellectual property rights and all goodwill associated therewith (collectively, "Intellectual Property") used by it in connection with and pursuant to the purpose of this Agreement.

Neither Party shall acquire any interest in the other Party's Intellectual Property or any other products, services or materials, or any copies or portions thereof, provided by such Party pursuant to this Agreement, and any commercial use of the Intellectual Property other than pursuant to this Agreement is strictly prohibited.

All Intellectual Property jointly generated by the Parties shall be deemed jointly owned by both Parties and each Party shall be at liberty to use such names and information as they see fit in compliance with applicable law.

This clause 16 shall survive termination of this Agreement.

Each Party shall subject to applicable law ensure that it gives the right to the data subject to update or delete or transfer any such data to any third-party and shall not retain data for longer than as may be necessary for the purpose for which the data was collected.

Upon becoming aware of any data breach under this Agreement, each Party shall immediately notify the other Party of such breach and take reasonable steps to remedy such breach and notify the relevant regulatory authorities as required under the NDPR.

CONFIDENTIAL INFORMATION

Each Party (the Receiving Party) shall keep confidential, all Confidential Information concerning the other Party (the Disclosing Party), which comes to its knowledge as a result of access to the Disclosing Party’s premises or contact with its personnel pursuant to this Agreement. The duty of confidentiality shall not apply to information which:

at the time of coming to the Receiving Party’s knowledge is already a part of the public domain;

has after coming to the Receiving Party’s knowledge, become part of the public domain through no fault of the Receiving Party;

Is required to be disclosed for a proper purpose to any governmental, regulatory or other public authority or to a court of law or other tribunal. And

The Receiving Party shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that the Receiving Party applies to safeguard its own proprietary, secret or confidential information and that the information shall be stored and handled in such a way as to prevent any unauthorized disclosure.

Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its employees, Affiliates, directors, managers and professional advisors on a need-to-know basis; provided that the Receiving Party takes whatever steps necessary to procure that such employees, Affiliates, directors, managers and  professional advisors agree to abide by the terms of this Agreement to prevent the unauthorized disclosure of the Confidential Information to third parties.  For the purposes of this clause, the Receiving Party’s professional advisers and employees, directors or managers shall be deemed to be acting in the event of a breach, as the Receiving Party’s duly authorized agents.

The obligation imposed under this clause 17 shall subsist for two (2) years from the date of expiration or termination of this Agreement.

FORCE MAJEURE

Neither Party shall be liable for loss or damage arising out of any delay or failure of performance caused by circumstances beyond its control including but not limited to earthquakes, flood, hurricane, act of God or of public enemies, war, national emergency, invasion, insurrection, riots, epidemics, pandemics, plagues, government lockdowns, strikes, picketing, boycott or interruption of services caused by any electricity distribution company (together “Force Majeure”) nor shall any delay or failure of performance due to said causes be deemed a breach or a default in the performance of this Agreement. 

The party affected by the Force Majeure event shall immediately within 5 days of it becoming aware of the event notify the other party of the occurrence.

Where the Force Majeure persists for a period longer than 30 (thirty) days, the non-performing Party shall have the right to terminate this Agreement forthwith.

Upon such termination, each Party shall be relieved from its respective obligations, except for obligations for payment of monetary sums which arose prior to the event of Force Majeure. 

SEVERABILITY

If any provision, term, condition, stipulation, covenant or undertaking in this Agreement is or becomes illegal, void, invalid, prohibited or unenforceable in any respect the same shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability without invalidating in any manner whatsoever the remaining provisions of this Agreement.

WAIVER 

No failure or delay on the part of either party in exercising or any omission to exercise any right, power, privilege or remedy accruing to the other party under this Agreement shall impair any such right, power, privilege or remedy or be construed as a waiver thereof or acquiescence in such default nor shall any action by either party in respect of any default or any acquiescence in any such default affect or impair any right, power, privilege or remedy of that party in respect of any other or subsequent default.

 RELATIONSHIP OF THE PARTIES 

The parties shall perform all of their duties under this Agreement as independent parties. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking.

ENTIRE AGREEMENT

This Agreement constitutes and contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

AMENDMENTS

This Agreement may not be modified or amended, except such amendment is in writing and is signed by duly authorized officers of both Parties.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first above written as agreed:

SIGNED