Service Level Agreement

Between Tanzania Postal Bank PLC & Copy

Cat (Tanzania) Ltd.
SUPPORT SERVICES AGREEMENT

Agreement is made this …………. Day of ……………… 2020

Between

Tanzania Postal Bank PLC whose office is situated at LAPF Towers Bagamoyo Road P.O.Box 9300 (hereinafter
referred to as “TPB”) on the one part

And
The Copy Cat (Tanzania) LTD whose office is situated at RKD Plaza Plot No 39A, New Bagamoyo Road of P. O Box
1599, Dar Es Salaam (hereinafter referred to as “CCTL”) on the other

TPB and CCTL hereinafter referred to together as the "PARTIES" or individually as a “PARTY.

WHEREAS

A. TPB desires to have CCTL provide certain Services, as hereinafter specified; and
B. CCTL represents that it has the expertise, resources and skills of suitable quality and quantity to satisfactorily
and efficiently provide the Services hereunder and is willing and able to undertake the provision of such Services in
accordance with the Terms and Conditions hereinafter contained.

NOW WHEREOF THIS AGREEMENT WITNESSETH AS FOLLOWS: -

1.0 DEFINITIONS

In this Agreement, unless the contrary is expressly indicated, words in the singular shall include the plural and vice
versa and the following words and expressions shall have the meanings assigned to them hereunder:

1.1 Equipment –means Photocopy Machines leased to TPB from CCTL and those that are owned with TPB.

1.2 Maintenance and Support Services -means the performance of various agreed tasks either carried out jointly
with TPB or solely by CCTL, which includes but is not limited to preventive maintenance services, remedial repairs,
site preparation, installations, delivery, testing, commissioning of equipment and/or complete work in accordance
with predetermined and agreed acceptance criteria and as agreed to from time to time.

1.3 Location -means the location at which Equipment is installed or in use.

1.5 Repair Time means the mean time between TPB placing the call, and the time when the Equipment is up and
running and fully functional and operational according to the manufacturer’s specifications;

1.6 Response Time means the mean time between TBB placing the call and arrival of CCTL’s technician at the
Location;

1.7 Fault means the failure of the Equipment to perform according to the manufacturer's specifications;
1.8 Service Control Centre means any place where CCTL has designated as being equipped to carry out the
required Equipment maintenance and servicing.

1.9 Standby Equipment means equipment provided on standby by CCTL to TPB to replace any of Equipment which
has been removed from TPB’S premises by CCTL for the purpose of providing Maintenance and Support Services,
and such equipment will perform the functions normally performed by Equipment in service.

1.10 Severity Condition means the severity of the problem that TPB has experienced with their Equipment which
has to be attended to or repaired by CCTL.

1.11 Normal Maintenance Hours means the period during which CCTL shall perform the Maintenance and Support
Services to TPB excluding Public Holidays and Sundays which are;
08:30 to 16:30 hours Monday to Friday. Saturdays from 09:00 to 12:30Hrs

1.12 Extended Maintenance Hours means the Maintenance and Support Services as provided outside the Normal
Maintenance Hours as may be requested by TPB and agreed upon by both Parties, all of which shall be charged
separately as indicated in the 1st schedule.

1.13 Standby Service means the on-call corrective Maintenance and Support Services as may be requested by TPB
from time to time by giving CCTL forty-eight (48) hours advance written notice.

1.14 Services -means all Maintenance and Support Services and all other services (including supplies) to be
provided by CCTL for Leased Equipment, in accordance with the Agreement including any amendments thereto,
together with all other duties and obligations to be undertaken by CCTL in accordance with the Agreement.
Maintenance and Support Services for its Equipment.

2.0 PERIOD OF AGREEMENT

2.1 This Agreement shall become effective on the date of execution of this Agreement, hereinafter referred to as
the start date, and shall remain in force until terminated by either of the Parties in accordance with the provisions
of the Agreement or until a new contract is signed to replace this Agreement, whichever is the earlier. Any
additional charges raised in the new contract will be effective from the 1st day of such new contract.

2.2 This Agreement can be terminated by either Party upon such Party serving one (1) months’ notice in writing to
the other Party, with such written notice detailing reasons for such termination.

2.3 The expiry or termination of the Agreement shall not affect any rights or obligations which may have occurred
prior to such expiry or termination and shall not affect any obligations of each of the Parties under the Agreement
which are expressed to continue after such termination. Service Level Agreement 3
3.0 NON VARIATION
This Agreement shall not be amended and no amendments shall be effective unless evidenced in writing and
signed by the authorized representatives of the Parties to the Agreement.

4.0 WARRANTY

4.1 TPB warrants that the Equipment is in good working order at the commencement date of this Agreement.

4.2 CCTL warrants that all work carried out under this Agreement shall be of the highest standard and carried out
by qualified and competent engineers and all materials and parts supplied or used shall be new or refurbished and
shall conform with the current specifications applicable to such Equipment and shall be obtained only from
merchants or manufacturers of the highest repute.

5.0 SERVICE LEVEL

5.1 Maintenance and Support Service

CCTL undertakes to restore the Equipment to good working order within the Repair Times listed below. This Repair
Time shall relate only to Hardware faults.

Response and Repair Times will be categorized according to the following geographic groupings:

Location Access Response Repair

Means Time Time
Group1: Dar Es Salaam Car or surface Transport 3 Hours 6 Hours

CCTL will provide an extra standby machine to accommodate down times beyond what is stipulated in this
agreement.

5.2 Parts

(a) The costs of replacement of spare parts are included within the maintenance charges except damages
caused by mishandling of the equipment.
5.3 Price Schedule

Committed Volume: Band 1 – 50,000 prints Black & White

Price per (A4) print: TZS 19 + VAT

5.4 Status Reporting

CCTL shall keep TPB fully informed on a fortnightly basis of all outstanding problems related to Equipment and
advise what pre-active and pro-active steps are being taken, to resolve these problems.

5.5 Performance Review Meetings

TPB will convene a monthly review meeting to discuss performance against agreed service levels and provide
statistical information and objective feedback concerning reasons for non-conformance to service levels as well as
pro-active actions being instituted to correct any out of line situations. Action points from these meetings will be
recorded by TPB and CCTL.
TPB reserves the right to escalate calls at any time depending on the degree of impact to its ongoing business at
the Location.

6.0 OBLIGATION OF CCTL

6.1 Monitor performance of Equipment under maintenance

6.2 Provide TPB with CCTL physical environmental general information and standards.

6.3 To provide a list of actions undertaken during preventive maintenance visits.

6.4 Advise TPB of known and expected mandatory engineering changes

6.5 In the event of CCTL identifies any potential problems that could cause service disruptions to TPB, CCTL will
report details of same together with remedial recommendations to TPB immediately in writing.

6.6 Supply TPB with updated call-out/standby instructions.

6.7 Inform and update TPB of all outstanding Equipment problems on a weekly basis.

6.8 To ensure all standby personnel are:

(a) Familiar with TPB Location and business needs.

(b) Capable of repairing Equipment within the agreed Repair Time targets and request assistance where
these cannot be met.

6.9 Complete a performance evaluation report monthly, if necessary.

6.10 To inform TPB of new products, new maintenance services and methodologies that will be beneficial to TPB

6.11 To abide by all conditions specified in TPB change control procedures, thereby ensuring minimum disruption
to TPB business operations.

7.0 OBLIGATIONS OF TPB

7.1 To inform CCTL of any faults on mutually agreed procedures.

7.2 To report all system and hardware problems to CCTL as per the fault reporting procedures defined in clause
8.3.

7.3 To plan contingency procedures for hardware in conjunction with CCTL.

7.4 To ensure that employees operate the Equipment in a fitting manner commensurate with the intentions of the
appropriate manuals.

7.5 To adhere to the call-out/standby procedures.

7.6 To adhere to escalation procedures

7.7 Allow employees of CCTL access to the Equipment at all reasonable time subject to TPB security and change
control procedures.

7.8 To provide, for use of CCTL’s maintenance service engineer, adequate working space within a reasonable
distance of the Equipment.

7.9 Monitor outstanding incidents and escalate to CCTL’s Service Control Centre.

7.10 Schedule monthly Equipment review meetings with CCTL.

7.11 To pay the charges as set out under the First and Second Schedule to this Agreement.

8.0 FAULT REPORTING PROCEDURES

8.1 Service Control Centre

During Normal Maintenance Hours, TPB will notify CCTL's Service Control Centre on telephone number +255 755
99 66 99 of the Fault or problem and give the following information:

(a) Machine Type (e) Urgency of the call (severity)

(b) Serial Number (f) Location address

(c) Nature of Problem (g) Reference No.

(d) Caller name and tel. number

8.2 Escalation Matrix

TPB needs to make use of the CCTL service email to log, track, and escalate & close calls via the following:

ESCALATION MATRIX
CUSTOMER SUPPORT AND SERVICES DEPARTMENT

NOTE EMAIL:
ALL CALLS MUST BE LOGGED customercare.tz@copycatgroup.com
ONLY AT: AND Tel numbers: 0755 99 66 99 / 216 55 56
Support level Responsible Name Designation Contact details Email address
customer care TONER
team( panel of REQUEST
LEVEL ONE Customer Care more than 20 0755996699/2165556 customercare.tz@copycatgroup.co.tz /TECHNICAL
SUPPORT

LEVEL TWO
SENIOR
ENGINEERS Sabir Imam Sr Engineer +255 687014590 sabir.imam@copycatgroup.co.tz

Pramoda Shetty Sr Engineer +255 687014576 Pramoda.shetty@copycatgroup.co.tz

TECHNICAL
AND
LEVEL THREE Head
Head of
of Technical
Customer care Neil Patel +255 687 014 618 neil.patel@copycatgroup.co.tz CUSTOMER
support roselyne.masesa@copycatgroup.co.tz CARE
SUPPORT Roselyn Masesa +255 687 014 635
SUPPORT
SALES DEPARTMENT (MPS)
Support
level Responsible Name Designation Contact details Email address
ACCOUNT
LEVEL ONE MANAGER/
Janeth Urio Back office +255 687 014 585 janeth.urio@copycatgroup.co.tz INVOICE AND
BILLING
LEVEL TWO BDM
Susan Emmanuel Business Development+255
Manager
684285858 susan.emmanuel@copycatgroup.co.tz

FINAL LEVEL Chief Business

FINAL STAGE
Arsene Matai Chief of Business +255 762748672 arsene.matai@copycatgroup.co.tz
HEAD OF
DEPARTMENT

8.3 Fault Escalation Procedures

(a) TPB shall advise CCTL of the individual's name who is responsible for calls placed by TPB.

(b) TPB shall provide any documentation requested for by CCTL in relation to the Fault or problem.

(c) TPB will define critical and non-critical systems for the purpose of establishing the severity of any call.

8.4 Site logbook.

A logbook will be established at each Location. Entries will be made by TPB staff as to time of the arrival of the
engineer and time of departure. The CCTL engineer will also sign in logbook and write a docket to specify activities
done during repairs or service. The docket will also be countersigned by TPB staff.
9. FORCE MAJEURE

Neither party shall be liable to the other for any delay, loss, damage or injury caused by Acts of God, strikes,
lockouts, civil commotion, riots .war, fire, explosions, sabotage, storm, floods, earthquake, fog, subsidence or
requisition of labor or materials for state purposes or any other cause beyond their control.

10.0 CONFIDENTIALITY

10.1 CCTL shall not reveal to any person or persons, secrets or confidential matters, operations, process or dealings
or any information concerning the organization, business, or affairs of TPB or any of its affiliates which may come
to its knowledge during the term of the Agreement and shall keep with complete secrecy all confidential
information entrusted to it and not use or attempt to use any such information in any manner which may injure or
cause loss either directly or indirectly to TPB or its business or which may be likely to do so. These restrictions shall
continue to apply after the termination of the Agreement without limit in point of time but shall cease to apply to
information or knowledge that may come into public domain.

10.2 TPB shall not reveal to any person or persons, secrets or confidential matters, operations, processes or
dealings or any information concerning the organization, business, finances or affairs of CCTL or any of its
subsidiaries which may come to its knowledge during the term of the Agreement and shall keep with complete
secrecy all confidential information of CCTL systems packages and programs in the supply and installation of 'the
Equipment' and shall not use or attempt to use any such information in any manner which may injure or cause loss
either directly or indirectly to CCTL or its businesses or which may be likely so to do. These restrictions shall
continue to apply after the termination of the Agreement without limit in point of time but shall cease to apply to
information or knowledge that may come into public domain.

11.0 INDEMNITIES

Each Party shall assume all liability for and shall defend, indemnify and hold the other Party harmless from and
against any and all claims, demands, causes of action, losses, liabilities, costs and expenses (including legal costs
and expenses) arising from or in connection with or relating to or in respect of the performance or non-
performance of the Agreement by reason of injury to, sickness of or death of any persons employed directly or
indirectly by it or damage to, loss of or destruction of any property owned by or contracted to it, irrespective
of cause.

12.0 INSURANCE

CCTL shall procure and maintain at its own expense, in full force and effect throughout the duration of the
Agreement, all insurances in relation to employees, property and third parties as may be required by applicable
laws and or otherwise, any insurances which CCTL, acting as a diligent, prudent and competent service provider,
considers appropriate in terms of type, coverage and limit, taking into account the nature, extent, scope and
location of the Services.

13. APPLICABLE LAW AND DISPUTE RESOLUTION

Both Parties agree to settle amicably all disputes out of or concerning this Agreement. In the event that the Parties
fail to resolve any dispute amicably then the Parties agree to refer the dispute to the Law of Court in accordance
with Tanzanian Law and the Parties hereby submit to the exclusive jurisdiction of the Commercial Court or any
other Court in Tanzania.
14. NOTICES

Any notice required or permitted under this Agreement shall be made in writing, and shall be effective upon
receipt. Notices shall be made in person to the following addresses unless either Party shall designate another
address at which it shall receive notices: -

TPB:
XXXXXX

XXXXXXX

DAR ES SALAAM.

COPY CAT: Managing Director,

Copy Cat (Tanzania) Limited,

P.O. Box 9915

DAR ES SALAAM.

15. MISCELLANEOUS

The Agreement together with the schedules attached hereto, constitutes the entire agreement between the
Parties hereto with respect to the Services and supersedes all prior communications, negotiations,
representations, understandings or agreements related to the Agreement either written or oral. No
representations or statements made by any representative of TPB or CCTL shall be binding unless expressly
provided for herein.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute the
Agreement on the day(s) and year stated below:

For TPB For CCTL

Tanzania Postal Bank PLC Copy Cat (Tanzania) Limited

Signature: Signature:

Name: Name:

Title: Title:

Witness: Witness:

Date: Date:
CHARGES

1. The Three maintenance charges (hereinafter referred to as “the Charges”) will remain as per the previous
contract which is 19 shillings per copy and 50,000 committed volumes.

2. The said charges shall be paid on monthly basis.

3. Any Maintenance and Support Services requested by TPB on Equipment hardware or software not listed
in this Agreement will be deemed to fall outside the scope of this Agreement and will be charged for on
time and material basis as outlined at Section 11 of this schedule.

4. TPB will pay CCTL for any Maintenance and Support Services provided outside the scope of the
Agreement within 30 (thirty) days of receipt of an invoice, provided that each invoice is supported by a
copy of the service docket which has been correctly completed and signed by a duly authorized
representative of TPB.

5. The charges stated shall not include the cost of all parts required for TPB owned machines in correcting
the Fault or required in the normal course of the maintenance service as being due to fair wear and tear.

6. The charges stated in this Agreement do not cover the cost of the following items and these shall be
borne by TPB.

6.2 Remedial maintenance of the Equipment after it has been added to or altered or connected by
mechanical means to any other machine or device without the prior written agreement of CCTL.
6.3 Service to the Equipment, if a person other than the CCTL’s designated service personnel have
repaired, modified or performed any maintenance service to the Equipment or parts thereof.
6.4 The movement of Equipment to a new location
6.5 The need to have an engineer on standby outside normal maintenance hours unless previously
arranged for at an agreed charge.
6.6 Problems caused by computer virus or any defect caused by accident, negligence, misuse, theft,
installation of components or other maintenance by anyone other than CCTL, vandalism, fire, water
or other peril, exposure to extreme temperatures, dust or humidity, or improper electrical power.
6.7 Where no Fault was found while TPB had registered a call at CCTL’s Service Control Center.
6.8 Host system and network failures.
6.9 Electrical Faults that are external to hardware and faults associated with data cabling.
6.10 For service or repair of Equipment or software that that was not functional at the start of this
Agreement, a separate charge will be levied for repair or service of any such Equipment or software.

7. The charges recorded in this Agreement are applicable to Equipment installed within 20km radius from Dar es
Salaam City Centre.

9. All invoices presented to TPB shall be addressed in the following manner:

TPB
XXXXXXXX
P.O. Box XXXX
DAR ES SALAAM
and payment shall be made within thirty (30) days of receipt of an invoice by TPB.
10. TPB will pay CCTL for Maintenance and Support Services provided by way of a banker’s
cheque.