Master Service Agreement

1. Parties and Purpose

This Master Service Agreement ("MSA") is between Scalentric Limited ("Scalentric") and the organisation named in its acceptance ("the Organisation"). It applies when Scalentric enables organisation sign-in to Coincidence Analysis for Immunization Decision-Making ("the Course") for the Organisation's staff. It is accepted when both parties confirm it in writing, including by email, naming the Organisation and the date.

2. The Service

• Scalentric configures the Course to accept sign-in from the Organisation's identity provider, by OIDC or SAML 2.0, using credentials the Organisation supplies.
• Staff who sign in can use the Course on the same terms as any learner, under the Terms of Use and Privacy Notice.
• Scalentric does not provide the Organisation with reports on individual learners. Totals may be shared on request.

3. Fees

The service is provided free of charge. Neither party will invoice the other under this MSA.

4. The Organisation's Responsibilities

• Register the Course's callback address exactly as Scalentric gives it, and supply accurate identity provider details.
• Decide which staff may use its sign-in, and keep that access up to date in its own systems.
• Keep its credentials secure and tell Scalentric at once if they may have been exposed.
• Ensure its staff use the Course in line with the Terms of Use.

5. Scalentric's Responsibilities

• Keep the Organisation's credentials encrypted and use them only for sign-in.
• Maintain the security measures described in the Data Processing Agreement and on the Security page.
• Tell the Organisation about changes that need action on its side, such as a new callback address, at least 30 days ahead where possible.

6. Availability

Scalentric aims to keep the Course available but gives no service level commitment for a free service. Planned work will be scheduled to limit disruption.

7. Data Protection

The Data Processing Agreement forms part of this MSA.

8. Intellectual Property

The Course remains Scalentric's property. The Organisation's names, marks and identity provider data remain the Organisation's. Neither party gains rights in the other's property except as needed to provide the service.

9. Confidentiality

Each party will keep confidential the other's non-public information received under this MSA, including credentials and security details, and use it only for this MSA. This continues for three years after the MSA ends, and for credentials, indefinitely.

10. Warranties and Liability

The service is provided as it is, without warranties beyond those the law requires. To the extent the law allows, neither party is liable to the other for indirect or consequential loss, or for loss the other party could reasonably have prevented. This does not apply to breach of confidentiality, or to liability that the law does not allow to be limited.

11. Term and Ending

This MSA starts on acceptance and continues until either party ends it with 30 days' written notice, or at once if the other party materially breaches it and does not put the breach right within 14 days of notice. When it ends, Scalentric disables the Organisation's sign-in. Clause 9 of the Data Processing Agreement then applies.

12. Notices

Notices are given by email: to Scalentric at info@scalentric.org, and to the Organisation at the address given in its acceptance.

13. General

• This MSA, the Data Processing Agreement, the Terms of Use and the Privacy Notice are the whole agreement for this service. If they conflict: first the Data Processing Agreement on data protection, then this MSA, then the Terms of Use.
• Changes must be agreed in writing.
• If a court finds part of this MSA unenforceable, the rest continues.
• Neither party may transfer this MSA without the other's written consent, except to a successor to its business.

14. Governing Law and Disputes

This MSA is governed by the laws of the Federal Republic of Nigeria. The parties will first try to settle any dispute by negotiation for 30 days, then by mediation, and otherwise before a court of competent jurisdiction in Nigeria.