Dated 2020

BETWEEN

ITWORX CONSULTING LIMITED

AND

HUBMART STORES LIMITED

Local Support Service Level

Agreement (SLA)
 Local Support Service Level Agreement (SLA) for HUBMART STORES
ITWORX CONSULTING

THIS AGREEMENT is made the 1st day of July, 2020 BETWEEN ITWORX
CONSULTING LIMITED, a private limited company incorporated under the Laws of
Nigeria and having its registered office at 59 Agboola Ajumobi Street,Magodo,Lagos state,
Nigeria (hereinafter referred to as “ITWORX” which expression shall, where the context so
admits, include its successors-in-title and assigns) OF THE FIRST PART

AND
HUBMART STORES LIMITED, a retail shopping chain of Nigerian heritage, offering
multi-format stores in various locations incorporated in Nigeria and having its registered
office at 35 Adeola Odeku St, Victoria Island, Lagos state, Nigeria (hereinafter shall be
referred to as “HUBMART”.

WHEREAS:

A) HUBMART has engaged the services of ITWORX to deploy Microsoft Dynamics

NAV to manage her unique and dynamic business needs.

B) HUBMART requires the services of ITWORX to support and maintain the above
mentioned solution, having completed the deployment.

C) ITWORX duly represented to HUBMART that it (ITWORX) is duly licensed and

authorized to deploy, support and maintain the said Microsoft Dynamics NAV and
both parties have agreed to go into this agreement on the terms and conditions
hereinafter appearing.

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NOW IT IS HEREBY AGREED AS FOLLOWS:-

(1) DEFINITIONS

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

B) “Attachments” means addenda, including any exhibits or schedules to this Agreement

describing the Software products, fees, and any special terms and conditions
pertaining to this Agreement.

C) “Documentation”, means an End-user License Agreement, a registration card and

related materials.

D) “HUBMART” means HUBMART STORES LIMITED, or the “End-user”, pursuant

to this agreement.

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

F) “ERP” means Enterprise Resource Planning

G) “Error” means any reproducible failure to the Software products to perform its
intended functions or any significant inaccuracies in the End-user documentation
H) “EX WORKS” (named place) means the definition given to such term as set out in
Schedule 2 hereto.

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I) “Marketing materials” includes all data sheets, reference stories, Software products
literature, CDs, and related items.

J) “OEM” means Original Equipment Manufacturer

K) “Packaged products” means a package containing media with the Software products
printed

L) “Reseller” means individuals and companies that distribute the Software products to
End-users and do not use the Software products for internal use.

M) “Retail sales” means the sale of the Software products with a fixed licensed fort a
specific number of nodes included in the purchased Software products.

N) “Retail sales box” means a box containing the Software products, licensed for a
particular number of users.

O) “Single user box” means a box containing the Software products licensed to run on
only one computer.

P) “SLA period” means Service Level Agreement

Q) “Software products” means the initial products in Schedule 3 hereto either

individually or collectively on any operating system. This list may be revised from
time to time by ITWORX, provided that prior consent of HUBMART is secured to
such decision. Any addition to the list of Software products will be indicated by the
revision of ITWORX’s price list.

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(2) SCOPE OF AGREEMENT

HUBMART, by way of this Agreement, formally appoints ITWORX to have the

oversight regarding the general and specific service and technical support of its ERP
Solution(Financial Management, Fixed asset Management,Inventory and Warehouse
Management,Manufacturing/Production Manageemnt and De-Assembly Management
for Butchery) within the Enterprise located in Lagos and other locations within
Nigeria, which may from time to time be more specifically mentioned to ITWORX
by HUBMART.

(3) DURATION

This Agreement shall be for an initial period of 12 calendar months from the date it is
signed and may be further renewed in writing on such terms, as the parties to same
may agree to.

(4) RENUMERATION, FEES AND PAYMENT TERMS

ITWORX shall offer the required support service at an agreed fee of N4,500,000.00,
which shall be mutually agreed upon by both parties (ITWORX and HUBMART),
reviewable at the beginning of each SLA Period.

(5) HUBMART’s OBLIGATIONS

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A) HUBMART shall report her support request, which does not include major
customization to the system, to ITWORX via e-mail as at when needed.
B) HUBMART shall report her support request requiring major customization to the
system to ITWORX by filling a “Change Request Form” and send same via e-mail as
at when needed.
C) HUBMART shall ensure that ITWORX is remunerated on terms agreed to by
HUBMART for certified costs and/or fees outside of the service and support level
agreed particularly those resulting from work done outside the daily time work frame
between the hours of 9.00 a.m. and 5.00 p.m. Monday through Friday, unless
otherwise agreed upon by both parties.

D) Availability of HUBMART’s representative(s) when resolving a service related

incident or request in order to take note of the changes made if any, to know how to
resolve the said issue should it repeat itself and also to verify if the issue has been
resolved.

(6) ITWORX’s OBLIGATIONS

A) ITWORX shall do the following:-

 Receive technical questions from HUBMART, analyze the technical questions

and provide answers to HUBMART
 Provide assistance in answering questions that may arise concerning the operation
and use of the licensed products that cannot be resolved by HUBMART.
 Provide Telephone Technical Support via dedicated Line. ITWORX’s first level
support is capable of resolving most problems over the phone and will be able to
proffer appropriate solutions to HUBMART’s various problems. Where those
solutions are inadequate, the problem shall be escalated to a second level Engineer

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who shall pay a site visit to HUBMART’s office that requires the services.
Remote assistance using Remote Desktop Team viewer or a Virtual Private
Network where applicable.
 Provide E-Mail Support via dedicated E-Mail address of or from
Abiola.tesleem@itworx-consulting.com or efuwape.taiwo @itworx-
consulting.com as alternative or emergency email address. All E-mails shall be
responded to within same day and no later than the next working day.
 Provide bi-weekly calls to ascertain the health and status of the solutions within
the hours of coverage.
 Visit HUBMART sites to review the ERP Solution once every month
 Ensure that Technical Support Visits will be embarked upon within 48 hours of
Notification of a technical support problem that could not be resolved via
telephone or e-mail.
 Conduct quarterly service review meeting on the ERP Solution to measure value
obtained from the solution.
 Provide on-site analyst training every 6months of the calendar year.
 Ensure that all activity that consists of fresh installations of the solutions shall be
considered as Implementation work and shall be billable.

(7) RESPONSE TIME

ITWORX shall respond to support requests between 24 to 48 hours depending on the

critical level of the request, number of the request on requests queue and availability
of support resources.

All efforts will be made to offer fast response time to support requests to ensure
minimal operational downtime.

(8) SUPPORT OFFICERS CONTACTS

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(a) The following officers are directly available to support HUBMART’s solution,
however, ITWORX can add and remove resources as at when deem necessary,
provided that HUBMART is notified timeously by ITWORX of the removal or
addition of any officer or resources to those listed below:

S/N Name Phone No Email

1 Abiola Tesleem 08036035606 Abiola.tesleem@itworx-consulting.com
2 Efuwape Taiwo 08069707917 Efuwape.taiwo@itworx-consulting.com
3 IT Support support@itworx-consulting.com

(b) ITWORX shall timeously notify HUBMART of any change in the composition
of the above mentioned officers including removal of the name or other particulars
of any officer or additions to the above mentioned officers

(9) WARRANTY

With regards to the ERP Solution, the terms of Microsoft Standard Licensing
Agreements which are similar to other software and hardware licensing Agreements
shall apply. Microsoft owns and manufactures the Microsoft Dynamics NAV ERP
Solution. ITWORX as solutions providers in Nigeria shall administer those warranties
on behalf of the OEM for HUBMART, the details of the License Agreement come with
the product delivered.

(10) EXCLUSIONS

ITWORX shall have no obligation to support:

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 Altered, damaged or modified product or any portion of the product incorporated with
or into other software not specifically approved by the vendors

 If product is not the current major release. (ITWORX shall advise HUBMART)

 Product problems caused by HUBMART’S negligence, or misuse or misapplication,

use of product other than as specified in the vendors user manual or in any other
causes beyond the control of ITWORX.

 If HUBMART’s annual support term has expired without renewal.

(11) INDEMNITY

Without prejudice to the other rights and/or remedies to or of HUBMART, ITWORX

undertakes with HUBMART that it shall hold HUBMART fully and effectually indemnified
from and against any and all losses, liabilities, costs, claims, charges, actions, proceedings,
damages, expenses or demands which HUBMART may incur, or which may be made
against HUBMART as a result of or arising out of, or in relation to the negligence,
carelessness, misrepresentations or warranties by ITWORX and such indemnity shall extend
to include all costs, charges and expenses which HUBMART may reasonably pay or incur as
a result of such acts or negligence carelessness, misrepresentations or warranties by
ITWORX, provided that HUBMART fully meets its obligation under this agreement and
does not in any way directly or indirectly contribute to any negligence, carelessness, or
misrepresentation.

(12) PAYBACK CLAUSE

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On breach of any term of the Service Level Agreement (as stated in 6 (A) above) in the
quarter, ITWORX shall payback to HUBMART 10% of the quarterly charge.

(13) LIMITATION OF LIABILITY

Notwithstanding anything in this Agreement to the contrary or the failure of essential purpose
of any limitation of liability or limited remedy, ITWORX’s entire aggregate liability arising
from or relating to this Agreement or the subject matter hereof, under any legal
theory(whether in contract, indemnity or otherwise), shall be limited to the amounts received
by ITWORX under this Agreement during the twelve(12) month period prior to the date the
claim arose for the particular solution that caused the liability.

(14) TERMINATION

Either party may terminate this Agreement by serving on the other party notice in writing
having effect forthwith:-

1. If the other party becomes insolvent or have a Receiver or a Receiver/Manager is

appointed over the whole or part of its assets or goes into liquidation (whether
compulsory or voluntary) other than for the purpose of amalgamation or
reconstruction, or shall make any Agreement with it’s creditors or have any form of
execution or distress levied upon its assets or cease to carry on business.
2. In the event of a prolonged Force Majeure situation.
3. If the other Party commits or allows the commission of any breach of this Agreement
and (in the case of a remediable breach) fails to remedy the breach within thirty (30)
working days after the receipt of notice to that effect from the first party.

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4. If the other party for any reason whatsoever fails to hold a valid and subsisting
license in accordance with its obligations under this Agreement.
5. If the other party assigns or transfers this Agreement or its rights and interests under
this Agreement contrary to the terms and conditions of this Agreement.

Termination of this Agreement shall not constitute a waiver of any breach by a party of any
of the provisions of this Agreement, nor the obligation of either Party to make payment of
amount already accrued hereunder, and shall be without prejudice to any rights or remedies
of either party which may arise as a consequence of such breach, or which may have accrued
hereunder up to the date or time of such termination.

(15) FORCE MAJEURE

Except for the obligation to pay monies due and owing, neither party shall be liable for any
delay or failure in performance due to events outside the defaulting party’s reasonable
control, including without limitation, acts of God, earthquakes, labour disputes, and shortages
of supplies, actions of governmental entities, riots, war, fire, epidemics or other
circumstances beyond its reasonable control. The obligations and rights of the excused party
shall be extended on a day-to-day basis for the period equal to the period of the excusable
delay.

(16) BREACH AND CANCELLATION

Either party shall be entitled to terminate this Agreement without prejudice to its other rights
and remedies in the event that the other party is in breach of any of its obligations under this
Agreement and (if the breach is capable of remedy) fails to remedy the breach within 30
working days of receipt of notice requiring such breach to be rectified

(17) DISPUTE AND ARBITRATION

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1. Any dispute between the parties in respect to any matter arising out of this
Agreement, its interpretation or their respective rights, duties, obligations and
liabilities under this Agreement, its cancellation or any matter arising out of its
cancellation shall be finally resolved under arbitration in accordance with the
provisions of the Arbitration and Conciliation Act, Cap A18, 2004, Laws of the
Federation of Nigeria or any statutory modification thereof.

2. There shall be one (1) arbitrator who shall be a judge, former judge or retired judge of
a Federal High Court, of Nigeria with at least ten (10) years post call experience.

3. The appointment of the Arbitrator shall be agreed upon between the parties within 14
days after a joint decision has been made, to have recourse to arbitration or after the
demand by one party on the other, for arbitration have been refused or rejected or not
responded to by the party. Failing such appointment in 2 above, any of the parties to
the dispute shall be entitled to request the Federal High Court, Lagos Judicial Division
to the appointment of the Arbitrator and in making the appointment, to have regard to
the nature and location of the dispute. An appointment of an Arbitrator, made by the
Federal High Court, pursuant to Clause (17)3 of this Agreement or this Agreement
generally shall not be subject to appeal, review or protest from or by any of the parties

(18) APPLICABLE LAW AND JURISDICTION

Subject to the provisions of Clause (15) above, this Agreement shall be governed by and
construed in accordance with the relevant laws of the Federal Republic of Nigeria.

(19) GENERAL

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This document constitutes the sole record of the Agreement between the parties as regards to
the subject matter hereof. Neither party shall be bound by any representation, warranty,
promise nor the like not included herein or evidenced in writing as expressly agreed to by
both parties. No addition to, variation, or agreed cancellation of this Agreement shall be of
any force or effect unless given in writing and signed by or on behalf of the parties.

(20) WAIVER

No indulgence which either of the parties may grant to the other shall constitute a waiver of
any of the rights of the party which granted such indulgence, which shall not thereby be
precluded from exercising any rights against the other party which have arisen in the past or
which may arise in the future. The waiver (whether express or implied) by either of the
parties of any breach of any of the terms or conditions of this Agreement by the other party
shall not prejudice any remedy of the waiving party in respect of any continuing or other
breach of the terms and conditions hereof.

(21) ASSIGNMENT

Neither party shall assign or transfer its rights or obligations under this Agreement without
the prior written consent of the other party. Such written consent shall not in any way make
the acquiescing party liable, but shall ensure compliance with the provisions of this
Agreement.

(22) FINANCIAL QUOTATION

The Local Maintenance Fee, under this Agreement is is N4,500,000.00, subject to any
review of such local maintenance fees or any part thereof, as the parties may agree to

(23) NOTICES

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All notices to be given in writing shall be deemed delivered once directed to the addresses of
the respective parties contained in this Agreement or the address represented to either party in
writing as the subsisting address, with evidence of arrival and / or delivery at said address. An
email address used in the regular course of business by a party shall also suffice as informal
notice.

IN WITNESS whereof the parties hereto have affixed their hands and seals the day and year
first above written.

The COMMON SEAL of the

within named “ITWORX”;
L.S
ITWORX CONSULTING
LIMITED
Was hereunto affixed

In the presence of:

……………………………. ……………………………..
Director Secretary

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The COMMON SEAL of the within

named “HUBMART”;
HUBMART STORES LIMITED
L.S
Was hereunto affixed

In the presence of:

……………………………. ……………………………..
Finance Director Secretary

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