Service Agreement

1. Introduction & Scope

This Service Agreement ("Agreement") governs the provision of professional IT services, including but not limited to web development, software development, system integration, IT consulting, and related services ("Services") by Max-Tech I.T Solutions ("Service Provider," "we," "our," or "us") to the Client ("Client," "you," or "your").

This Agreement applies to all Services provided unless superseded by a specific written project agreement or statement of work ("SOW") signed by both parties.

By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Terms of Service.

2. Project Scope & Deliverables

2.1 Statement of Work (SOW)

Each project will be defined by a detailed SOW that includes:

• Project objectives and requirements
• Detailed scope of work and deliverables
• Timeline and milestones
• Payment terms and schedule
• Acceptance criteria
• Client responsibilities and requirements

2.2 Scope Changes

Any changes to the project scope must be:

• Requested in writing by the Client
• Evaluated for impact on timeline and budget
• Approved by both parties before implementation
• Documented in a written change order or amended SOW

Additional work resulting from scope changes will be billed at our standard hourly rates or as agreed in the change order.

2.3 Deliverables

Deliverables will be specified in the SOW and may include:

• Completed websites, applications, or software
• Source code and documentation
• Design files and assets
• Technical documentation and user guides
• Training materials and sessions

3. Payment Terms

3.1 Payment Schedule

Payment terms will be specified in the SOW. Typical payment structures include:

• Fixed Price Projects: (Fifty) 50% deposit upon signing, (Twenty-five) 25% at milestone, 25% upon completion
• Hourly/Time & Materials: Monthly invoicing for work completed
• Retainer Agreements: Monthly prepayment for allocated hours

3.2 Payment Methods & Terms

• Invoices are due within (Fifteen) 15 days of receipt unless otherwise specified
• Accepted payment methods: Paystack (card, USSD, or bank transfer through Paystack), or as agreed in writing
• Late payments may incur a 1.5% monthly interest charge
• We reserve the right to suspend work for accounts 30+ days overdue

3.3 Expenses

Reimbursable expenses (travel and similar) will be:

• Pre-approved by Client when exceeding ₦100,000 (or another amount stated in the SOW)
• Itemized on invoices
• Billed at cost without markup unless otherwise agreed

When the SOW or checkout includes domain registration, hosting, email, SSL/TLS, VPS, or cloud services that Max-Tech procures for you: the Client pays those fees to Max-Tech first. After payment clears, we order or provision the service from the registry, host, cloud provider, or certificate authority on the Client's behalf and configure it where that is part of the order. Those third-party fees are generally non-refundable once submitted, issued, or provisioned; see our Refund and Return Policy.

4. Timeline & Milestones

4.1 Project Timeline

Project timelines will be established in the SOW based on:

• Project complexity and scope
• Client availability for feedback and approvals
• Dependencies on third-party services or Client-provided materials
• Our current workload and resource availability

4.2 Milestones

Projects may be divided into milestones with:

• Specific deliverables at each milestone
• Client review and approval periods (typically (Five to Seven) 5-7 business days)
• Payment triggers tied to milestone completion

4.3 Delays

Project delays may occur due to:

• Client delays in providing feedback, content, or approvals
• Scope changes requested by Client
• Unforeseen technical challenges
• Third-party delays beyond our control

We will communicate delays promptly and work to minimize impact. Timeline adjustments will be documented in writing.

5. Client Responsibilities

To ensure successful project completion, the Client agrees to:

• Provide accurate and complete project requirements
• Designate authorized representatives for approvals and decisions
• Respond to requests for feedback, content, or approvals within agreed timeframes
• Provide necessary access to systems, accounts, and resources
• Supply all required content, materials, and assets in agreed formats
• Ensure all provided content is original or properly licensed
• Comply with all applicable laws and regulations
• Test deliverables and provide timely feedback

6. Intellectual Property Rights

6.1 Client Ownership

Upon full payment, the Client will own:

• Custom-developed code and applications created specifically for the Client
• Custom designs and creative works created for the Client
• Deliverables specified in the SOW

6.2 Service Provider Rights

We retain ownership of:

• Pre-existing code, tools, frameworks, and libraries
• Proprietary methodologies and processes
• General knowledge and expertise gained during the project
• Third-party software and licenses (subject to their terms)

6.3 Portfolio & Marketing Rights

We may use completed projects for:

• Portfolio display and case studies
• Marketing and promotional materials
• Industry awards and recognition

Client may request confidentiality, which will be respected and documented in the SOW.

7. Acceptance & Testing

7.1 Acceptance Process

Deliverables will be subject to Client acceptance:

• Client has (Ten) 10 business days to review and test deliverables
• Acceptance is deemed granted if no written objections are received
• Rejection must be in writing with specific reasons and requirements
• We will address valid objections and resubmit for acceptance

7.2 Acceptance Criteria

Deliverables are considered accepted when they:

• Meet the specifications outlined in the SOW
• Function as described in the requirements
• Are free from material defects
• Comply with agreed quality standards

8. Warranty & Post-Launch Support

8.1 Warranty Period

We provide a 30-day warranty period from acceptance during which we will:

• Fix defects and bugs at no additional charge
• Ensure deliverables function as specified
• Address issues caused by our work

8.2 Post-Launch Support

Ongoing support and maintenance are available:

• As separate support agreements or retainer contracts
• On a time-and-materials basis
• Subject to separate terms and pricing

8.3 Warranty Exclusions

Warranty does not cover:

• Issues caused by Client modifications or third-party changes
• Problems resulting from Client's failure to follow instructions
• Changes in requirements or scope
• Third-party service failures or incompatibilities

9. Confidentiality

Both parties agree to:

• Maintain confidentiality of proprietary information shared during the project
• Not disclose confidential information to third parties without consent
• Use confidential information solely for project purposes
• Return or destroy confidential materials upon project completion if requested

Confidentiality obligations survive project completion and continue indefinitely unless information becomes publicly available through no breach of this Agreement.

10. Limitation of Liability

Our liability is limited as follows:

• Total liability shall not exceed the total fees paid for the specific project
• We are not liable for indirect, incidental, or consequential damages
• We are not responsible for data loss - Clients must maintain backups
• We are not liable for delays caused by Client or third parties

11. Termination

11.1 Termination by Client

Client may terminate this Agreement:

• With (Thirty) 30 days' written notice
• For material breach by Service Provider (after 30-day cure period)
• Client remains responsible for payment of work completed and expenses incurred

11.2 Termination by Service Provider

We may terminate this Agreement:

• For non-payment (after (Thirty) 30 days overdue)
• For material breach by Client (after 30-day cure period)
• If Client becomes insolvent or files for bankruptcy

11.3 Effect of Termination

Upon termination:

• All outstanding invoices become immediately due
• Work completed up to termination date will be delivered
• Confidentiality obligations continue
• Intellectual property rights remain as specified in this Agreement

12. Dispute Resolution

In the event of disputes:

• Parties will attempt good-faith negotiation for (Thirty) 30 days
• If unresolved, disputes will be subject to mediation
• Mediation will be conducted in Lagos, Nigeria
• If mediation fails, disputes will be resolved through binding arbitration seated in Lagos under the Arbitration and Conciliation Act, or the courts of Lagos State, Nigeria, consistent with our Terms and Conditions
• Nothing here limits non-waivable rights under Nigerian law, including FCCPA consumer redress where it applies

12A. Governing Law

This Agreement is governed by the laws of the Federal Republic of Nigeria. Subject to the dispute process above, the courts of Lagos State have jurisdiction. Personal data is handled under our Privacy Policy and the NDPA.

13. Contact Information

For questions about this Agreement or to discuss a project, please contact: