Master service agreement (template)

Parties

This agreement is made on [date] between Scalentric Limited, a company registered in Nigeria with registration number [RC number] and its office at [address] (Scalentric), and [name of institution], of [address] (the Institution).

1. Definitions

• Mataki: the immunization implementation intelligence platform at usemataki.app, including the app, its server and the tracking link.
• Services: access to Mataki for the Institution’s users, its hosting, the Institution’s single sign-on configuration if chosen, and the support in Schedule B.
• Users: the Institution’s staff, contractors and partners whose Mataki accounts the Institution’s administrators approve.
• Institution Data: the data the Institution’s users enter in Mataki, and the personal data of its users described in the data processing agreement.
• Data Processing Agreement: the agreement published at usemataki.app/dpa, which forms part of this agreement.

2. The Services

Scalentric provides the Services for the term of this agreement under these terms, the Mataki terms of use and the Data Processing Agreement. Scalentric may improve Mataki at any time; it tells the Institution at least 30 days in advance of any change that removes a feature the Institution relies on, and never reduces the security measures in the Data Processing Agreement.

3. Single sign-on

If the Institution chooses single sign-on, it provides the details of its identity provider (OpenID Connect or SAML 2.0) in Schedule C, keeps them current, and tells Scalentric at once if its signing keys or client credentials change or may have been exposed. Scalentric registers one configuration for the Institution, accepts sign-ins only for the email domains the Institution names, and keeps the Institution’s client secret sealed on the server.

4. The Institution’s responsibilities

• Appoint administrators who approve only people they know work in the place they chose, and who disable accounts when people leave.
• Ensure users enter aggregate programme data only, with no names or identifiers of patients, caregivers or health workers.
• Remain the data controller for the data its users enter, with a lawful basis for it under the Nigeria Data Protection Act 2023.
• Verify figures and outputs against source records before acting on them, as the clinical and decision-support disclaimer requires.

5. Fees and payment

The fees, if any, are in Schedule A. Unless Schedule A says otherwise, the Services are provided free of charge. Invoices are payable within [number] days of receipt, in [currency], to the account Scalentric names in writing. Fees exclude taxes, which the Institution pays as the law requires. Refunds, if any, are as set out in Schedule A.

6. Data protection and security

The Data Processing Agreement governs Scalentric’s processing of personal data for the Institution. Scalentric maintains the security measures it describes and notifies the Institution of any personal data breach as it sets out.

7. Confidentiality

Each party keeps the other’s confidential information secret, uses it only for this agreement, and discloses it only to people who need it and are bound by confidentiality, or where the law requires. This duty lasts for [number] years after the agreement ends.

8. Intellectual property

Scalentric owns Mataki, its software, design and content, and grants the Institution and its users a non-exclusive, non-transferable right to use it for the term. The Institution owns the Institution Data. The frameworks Mataki draws on belong to their authors.

9. Warranties

Each party warrants that it may enter this agreement. Scalentric warrants that it provides the Services with reasonable skill and care. Mataki’s analyses are generated by transparent rules and may be incomplete or wrong, and apart from the warranties in this clause the Services are provided as they are.

10. Liability

Neither party limits liability for fraud, or for anything the law does not allow to be limited. Otherwise, each party’s total liability under this agreement in any 12 months is limited to [amount, or the fees paid in that period, or a fixed sum], and neither party is liable for indirect or consequential loss, or for decisions taken using the outputs of Mataki.

11. Suspension

Scalentric may suspend an account, or the Services, to stop a security incident or a serious breach of the terms of use, for as short a time as possible, and tells the Institution promptly with the reason.

12. Term and termination

This agreement starts on [start date] and lasts for [term], then renews for [renewal period] unless either party gives [number] days’ written notice. Either party may end it at once by written notice if the other materially breaches it and does not remedy the breach within 30 days of notice, or becomes insolvent.

13. After termination

On request made within 30 days of the end, Scalentric gives the Institution an export of its users’ account data and then erases it as the Data Processing Agreement sets out. Users keep the assessments on their own devices, which Scalentric never holds.

14. Events beyond control

Neither party is liable for delay or failure caused by events beyond its reasonable control, such as power or network outages, natural disasters or actions of government, provided it tells the other party and takes reasonable steps to limit the effect.

15. Disputes

The parties first try to settle any dispute by negotiation between senior representatives for 30 days. A dispute not settled then is referred to arbitration in [city], Nigeria, under the Arbitration and Mediation Act 2023, before [one] arbitrator, in English.

16. General

• Governing law: the laws of the Federal Republic of Nigeria.
• Order of precedence: the Data Processing Agreement for personal data, then this agreement and its schedules, then the Mataki terms of use.
• Notices: in writing to the addresses above, or by email to [Institution email] and info@scalentric.org.
• Entire agreement: this agreement and the documents it refers to are the whole agreement between the parties on its subject. Changes must be in writing and signed by both parties.
• Assignment: neither party may transfer this agreement without the other’s written consent, which may not be unreasonably withheld.

Schedule A: Fees

• Service fee: [amount and currency, or None].
• Billing period: [monthly, quarterly or yearly].
• Other charges (for example training or onboarding): [description and amount, or None].
• Refunds: [terms, or Not applicable].

Schedule B: Support and service levels

• Support channel: info@scalentric.org.
• Support hours: [days and hours, time zone West Africa Time].
• First response: [time] for urgent security matters, [time] for other requests.
• Availability target for the server: [percentage] each month, excluding announced maintenance. The app keeps working offline for up to 7 days.
• Remedy if the target is missed: [service credit or other remedy, or None].

Schedule C: Single sign-on configuration

• Protocol: [OpenID Connect or SAML 2.0].
• Email domains accepted: [domains].
• OpenID Connect: issuer URL [ ], client identifier [ ]; the client secret is exchanged separately and never by email. Mataki requests only the openid and email scopes, and profile if the Institution wants names filled in.
• SAML 2.0: identity provider entity ID [ ], single sign-on URL [ ], signing certificate [attached]; email attribute [ ].
• Registered callback addresses, fixed by Mataki: https://usemataki.app/api/v2/sso/callback.php (OpenID Connect) and https://usemataki.app/api/v2/sso/acs.php (SAML).

Signatures

For Scalentric Limited: name [ ], title [ ], signature [ ], date [ ].

For the Institution: name [ ], title [ ], signature [ ], date [ ].