THE PARTIES hereby agree as follows:
1. Initial Input
In order to create the necessary environment for the successful delivery of Prime issuance service as contained in this agreement, the parties shall each provide the following:
A. AppZone’s Obligations
i. Provision of proprietary technology constituting the following
a. The entire suite of hardware and software comprising the core functionality of Prime Issuance platform deployed at AppZone datacenter.
b. Software components and APIs required to interface the central Prime Issuance platform with FIRST BANK’S information technology infrastructure.
ii. Application of international best practices to achieve initial service setup and interoperability with BANK operations including configuration and training.
iii. Provision of qualified personnel at AppZone for purposes of supporting BANK in the delivery and support of Prime issuance services.
iv. Periodic review of the entire process to ensure that security and agreed processes are not compromised.
B. BANK’s Obligations
i. Deployment of network infrastructure designated for purposes of allowing secure connectivity between BANK and the central AppZone datacenter where the Prime Issuance service is hosted.
ii. Provision of all hardware and software including but not limited to operating system, web browser and antivirus required for the delivery and support of services rendered.
iii. Provision of server hardware infrastructure designated for the deployment of the Prime Issuance Middleware software component at BANK required for seamless and secure operations of the service.
iv. Engagement of the services of a reputable and reliable VPN service provider to ensure installation/enablement and maintenance of VPN connectivity equipment and bandwidth between BANK and AppZone datacenter.
v. Provision of network, software and hardware infrastructure at BANK branches required for instant issuance of cards to customers such as but not limited to: card printing units, blank plastic EMV chip cards, and PIN selection hardware.
vi. Migration and activation of BANK’S card issuance and personalization operations to use the Prime Issuance Service.
vii. Provision of qualified personnel at BANK and/or its branches for purposes of delivering and supporting card issuance and personalization services to BANK’S customers.
viii. Provision of direction to customers regarding Personal Identification Number (PIN) selection and card personalization.
ix. Remittance, on a per card issued basis, fees due to AppZone at the stipulated agreed rate.
x. Periodic review of the entire process to ensure that security and agreed processes are not compromised.
C. In this section,
i. “EMV” shall mean a global standard for credit and debit payment cards based on chip card technology taking its name from the card schemes Europay, MasterCard, and Visa - the original card schemes that developed it.
ii. “PIN” shall mean Personal Identification Number
iii. “VPN” shall mean Virtual Private Network
2. Continuing Responsibilities
In operating the services on a day-to-day basis to ensure attainment of expected service levels, the parties shall respectively perform the tasks below:
A. AppZone’s Responsibilities
i. Continuous maintenance and upgrades of the core Prime Issuance software, hardware and network infrastructure;
ii. Provision of Second level technical support including but not limited to resolution of Prime Issuance related technical or usage complaints as submitted by BANK personnel;
iii. In conjunction with the other Party to this agreement, participate in the publicity and promotion of the services to existing and potential BANK’s customers but subject to terms mutually agreed upon by the Parties: provided that AppZone shall not use BANK’s name or trade mark or logo in any advertisement or promotional material without the prior written consent of BANK.
iv. Ensure uptime of Prime Issuance Application to power card personalization and issuance services
B. BANK’s Responsibilities
i. Ongoing maintenance and upgrades of BANK’s software and hardware infrastructure required to interoperate with the Prime Issuance service;
ii. Ongoing maintenance and upgrades of BANK’s software and hardware infrastructure required at the branches for card issuance;
iii. Provision of appropriate first level of technical support for card-issuance-related technical or usage complaints in-house or in collaboration with AppZone support team depending on the extent of support needed;
iv. Provision of direct customer care services to BANK’s customers to resolve general issues that may be encountered during card issuance;
v. Management of accounting related operations required for the seamless operation of the service;
vi. Specification and configuration of any policies and restrictions related to issuing cards to BANK customers and regarding accessing other functionality on the Prime Issuance Service
3. Service Summary
a. The Prime Issuance service will provide a platform for BANK to perform the following core functions for instant card issuance:
i. Instant Card data generation on demand
ii. Automated Card production on CMS, magnetic stripe and chip data preparation, EMV Chip and magnetic stripe encoding.
iii. Card personalization and printing via direct integrations to card printer hardware
iv. Instant PIN selection
Other functionality such as but not limited to card stock management, reports module, Card hot-listing and re-listing, User and user role management.
4. First Level Customer Support
a. First Level support shall mean the initial physical or phone interaction with end users of the Prime Issuance application at BANK branches who are lodging complaints or may be requests regarding the services rendered
b. First level Support complaints shall be resolved during first level support interactions
c. First level Support complaints may include
i. Problems arising from end-users’ lack of sufficient knowledge of service features
ii. Requests related to system configuration or requests for which the functionality already exists in the Software
d. BANK shall be responsible for all first level support interactions and for escalating Second Level support issues as stated in Clause 5 to AppZone.
5. Second Level Customer Support
a. Second Level support shall mean the interactions between BANK and AppZone to resolve non-first level support issues that have been escalated.
b. Second level support complaints shall be resolved during second level support interactions.
c. Second level Support complaints include:
i. Problems arising from service down-time
ii. Problems arising from malfunction of one or more features of the services rendered.
d. AppZone shall be responsible for the resolution of second level support issues. BANK shall, where appropriate, collaborate with AppZone for the speedy resolution of such issues.
e. Where complaints relate to BANK’s software, hardware or network infrastructure interoperating with the hosted Prime Issuance service, then BANK shall take necessary action for its resolution.
f. Where complaints relate to APPZONE software, hardware or network infrastructure interoperating with BANK, AppZone shall take necessary action in accordance with the service level section of this agreement.
6. Service Levels
a. Upon receipt by AppZone of notice from BANK of an error, defect, malfunction or nonconformity in any software, hardware or network infrastructure of the hosted Prime Issuance service, the relevant party shall respond as provided below:
i. Severity 1: Produces an emergency situation in which the service is inoperable, produces incorrect results, or fails catastrophically.
RESPONSE: the relevant party will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone will be provided within one (1) hour. The relevant party will continue to provide best efforts to resolve Severity 1 problems in less than twenty-four (24) hours.
ii. Severity 2: Produces a detrimental situation in which performance (throughput or response) of the service degrades substantially under reasonable loads, such that there is a severe impact on use; the service is usable, but materially incomplete; one or more mainline functions is inoperable; or the use is otherwise significantly impacted.
RESPONSE: the relevant party will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 2 problem as soon as reasonably possible, but in any event a response via telephone will be provided within one (4) hour. The relevant party will exercise best efforts to resolve Severity 2 problems within thirty-six (48) hours.
7. Intellectual Property Rights
a. Ownership of rights to any AppZone background intellectual property remains with AppZone.
b. Ownership of rights to BANK background intellectual property remains with BANK
c. Each party warrants that it has, and shall at its own cost ensure that it has obtained all necessary rights and licenses (including the right to sublicense), to Intellectual Property subsisting in any matter, thing or process (including but not limited to software, but excluding the other parties background intellectual property) used or to be used by it in supporting the delivery of the Prime Issuance service and related services under this Agreement.
d. AppZone has full rights of ownership to the intellectual property vested in the Prime Issuance software Service and middleware required for instant issuance of cards to BANK customers. The software shall not be duplicated, re-engineered, licensed or otherwise resold by BANK without the explicit consent in writing of AppZone.
e. The ownership of rights to any concepts business models, trademarks, source-code and any other entities that belong to the Prime Issuance service are vested exclusively with AppZone
8. Warranty and Indemnity
a. In addition to any other warranties set out in this agreement, each party represents and warrants that:
i. It has full corporate power and authority to enter into, perform and observe its obligations under this Agreement;
ii. Its obligations under this Agreement are valid, binding and enforceable; and
b. The parties indemnify each other and their representatives and assigns against all liability, loss, damages, costs and expenses incurred by them arising out of or in connection with any breach of this Agreement or any negligent or willful acts in connection with the services.
c. BANK shall indemnify AppZone against any liability, loss, damages or costs and expenses incurred by them arising from fraudulent acts committed by the customers of BANK
d. This indemnity shall continue to be in force whether or not this agreement is subsisting or our Banker/Customer relationship has been terminated.
9. Confidentiality
The parties acknowledge that in the course of their engagement it will be necessary for each party to disclose to the other data and information that either party deems confidential and proprietary business information of sensitive nature in both written and oral form (hereinafter called “confidential information”). Consequently:
a. Each party acknowledges that the confidential information is valuable to the other and undertakes to keep the confidential information secret, and use or reproduce the confidential information solely for the purpose of performing its obligations under this Agreement.
b. Each party may disclose confidential information on a need to know basis to:
i. Its legal advisers and auditors in order to advise it in relation to its rights and obligations under this Agreement; and
ii. To the extent required by law or by a lawful requirement of any government or governmental body, authority or agency or in connection with legal proceedings relating to this Agreement, subject to the disclosing party giving the other party sufficient notice of any proposed disclosure to enable that party to seek a protective order or other remedy to prevent the disclosure.
c. Each party may disclose confidential information to its employees and/or contractors solely for the purpose of performing its obligations under this Agreement and subject to it imposing on those discloses obligations of confidentiality which are no less onerous than those imposed on the parties under this Agreement.
d. The obligations of confidentiality imposed by this Agreement shall survive the termination of this Agreement.
10. Termination
15.1Subject to the generality of this Clause 15, this Agreement may be terminated by 90 days’ written notice of an intention to terminate the agreement in accordance with the provisions of this Clause.
a. Termination for Breach or Default: This Agreement may be terminated in the event of breach or default by the Party who has suffered a breach or default (“Aggrieved Party”), and each of the following acts or situations shall constitute an event of breach or default:
I. If any Party fails to, or does not, observe or perform any of the obligations contained herein within the time specified;
II. If a petition be filed or any order be made or an effective resolution be passed for the compulsory or voluntary winding up otherwise than for the purpose of reconstruction or amalgamation of either party or any party indebted to the other or is insolvent within the meaning of the Insolvency in accordance with the Companies and Allied Matters Act as amended Act Cap B13, Laws of the Federation of Nigeria, 2004 (“Party in Default”) whether in the form of advance payments or money had and received, goods supplied and unpaid, services rendered and unpaid, or if a receiver shall be appointed of the undertaking or property of the Party in Default or if it suspends payment or ceases to carry on business or make any special arrangement or composition with its creditors.
b. Upon termination Party in Default shall pay up, refund, settle or otherwise discharge to Aggrieved Party all such fees, advances, or payments as shall be due and payable as of the date of termination having regard to the value and quantum of advance payment given, goods supplied, or services rendered.
c. Upon termination of this agreement for any reason, each party shall return to the other parties’ any and all confidential information and any other property of the other party in its possession or control.
d. Prior to termination, Aggrieved Party may give to Party in Default notice to cure or remedy any breach or default, specifying a time period no less than seven days within which the remedy may be made.
e. Termination shall not constitute a ground for relieving either Party of any responsibility or duty or obligation by which such Party is bound either at law, in equity, or under this Agreement.
f. Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect.
15.2The parties agree that payment for damages would not be a sufficient remedy for any breach of any provision of this agreement and that in addition to all other remedies which each party may have, all parties will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach; no failure or delay by either party in exercising any right, power or privilege under this agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege under this Agreement; and nothing contained in this Agreement shall be construed as prohibiting any party from pursuing any other remedies available to it.
11. Miscellaneous
a. Unless expressly stated otherwise, this agreement in whole or in part, any share or interest in it, or any rights obligation conferred by it may not be ceded, assigned or otherwise transferred without the prior written consent of other parties.
b. Every provision of this agreement is separate and severable. Should any provision be found to be defective or unenforceable for any reasons, it will be severable from the remaining provisions and the validity of the remaining provisions will remain of full force and effect.