Enterprise & White-Label Clients — service agreement. This is the Nuvett Service Level Agreement offered to enterprise and white-label clients for their review. DRAFT — FOR LEGAL COUNSEL REVIEW BEFORE EXECUTION. This document is a starting template and is not legal advice. Terms, liability limits and commitments must be reviewed by a qualified Nigerian legal practitioner before use with any client. The placeholder RC number (908166) and company details must be verified.
This Service Level Agreement (the "Agreement") is between:
Majesto Capital Limited (RC 908166), a private limited liability company registered under the laws of the Federal Republic of Nigeria, operating the Nuvett platform in Nigeria (hereinafter referred to as "Nuvett", "We", "Us" or "Our"); and
the Client (hereinafter referred to as the "Client", "You" or "Your").
For the purposes of this Agreement and any alteration or modification hereto, Nuvett and the Client shall, wherever the context requires, be referred to individually as a "Party" or collectively as the "Parties".
WHEREAS:
- Nuvett operates a technology platform (the "Platform") that provides autonomous, AI-assisted talent assessment, candidate screening, competency evaluation, and identity verification services, enabling employers to assess, rank, verify and shortlist job candidates in real time;
- The Client wishes to engage Nuvett for the provision of the Services, and Nuvett has agreed to provide the requested Services on the terms and conditions set out in this Agreement;
In consideration of the mutual promises contained herein, the Parties hereby agree as follows:
1. Definitions and Interpretation
1.1 Definitions
In this Agreement, the following expressions shall have the meanings ascribed to them below unless the context clearly indicates the contrary:
"Agreement" means this Service Level Agreement together with all annexures and schedules, and any amendments, additions or modifications as mutually agreed in writing between the Parties from time to time.
"AI / Anty AI" means the artificial intelligence and machine-learning systems used by Nuvett to generate, administer and score assessments, produce candidate reports, and support the Services.
"API" means Application Programming Interface, a software intermediary that enables technology platforms or applications to communicate with each other.
"Assessment" means any evaluation administered through the Platform, including but not limited to cognitive/aptitude tests, psychometric assessments, knowledge assessments, AI-conducted interviews, business-case exercises, and situational-judgement (character) assessments.
"Business Day" means a day other than a Saturday, Sunday or public holiday declared by the Federal Government of Nigeria, on which banks are open for business in Nigeria.
"Candidate" means a natural person who applies for a role via the Platform and/or whose Personal Data is submitted to or processed by the Platform for the purpose of assessment, screening or verification.
"Identity Verification" means the biometric and/or government-database identity confirmation service offered through the Platform, which is powered in whole or in part by third-party identity-verification providers and government identity authorities.
"Report" means the assessment results, scores, rankings, candidate profile, verification outcome and/or other output produced by the Platform in respect of a Candidate.
"Services" means the assessment, screening, ranking, candidate-pipeline, Identity Verification and related services provided to the Client through the Platform under this Agreement.
"Wallet" means the Client's prepaid digital account on the Platform from which fees for the Services are deducted.
"Confidential Information" includes all communications, information and intellectual property, whether written, visual or oral, capable of giving a competitive business advantage or the disclosure of which could be detrimental to the interest of the Disclosing Party, including business plans, technical information, pricing, Personal Data, and all Candidate data, assessment content, scores, files and information shared or processed pursuant to this Agreement.
"Data Protection Laws" means all data-protection laws and regulations applicable to a Party's processing of Personal Data under this Agreement, including the Nigeria Data Protection Act 2023 and the Nigeria Data Protection Regulation 2019 (and any successor, modification or amendment thereof).
"Disclosing Party" means the Party sharing or disclosing Confidential Information to the other Party.
"Receiving Party" means the Party receiving Confidential Information from the Disclosing Party.
"Force Majeure" means an extraordinary event or circumstance beyond the reasonable control of a Party which limits that Party's ability to perform its obligations, including wars, strikes, riots, fire, explosions, sabotage, civil commotion, acts of terrorism, faults or deficiencies originating from third-party service providers, failures of internet, telecommunications or government identity databases beyond the control of Nuvett, crimes, legislative enactments, government policies, or acts of God (including flooding, earthquake, epidemic, pandemic, storm or lightning).
"Personal Data" means any information relating to an identified or identifiable natural person, including a name, identification number, location data, address, photo, email address, biometric data, National Identification Number (NIN), Bank Verification Number (BVN), and any other identifier, as further defined under the Data Protection Laws.
"Processing" means any operation performed on Personal Data, whether by automated means, including collection, recording, organisation, storage, adaptation, retrieval, use, disclosure, transmission, restriction, erasure or destruction, and includes transferring Personal Data to third parties.
1.2 Interpretation
- References to recitals, schedules, pages and clauses are references to those of this Agreement.
- References to a "Person" include any individual, firm, company, corporation, government or any association, joint venture, consortium or partnership.
- Clause headings are for convenience only and shall not affect interpretation.
- The term "including" shall be construed to mean "including, without limitation".
- Any reference to a statute or statutory provision is a reference to it as amended, extended, consolidated or replaced from time to time.
2. Commencement and Term
1. This Agreement shall become effective on the date the Client completes its registration on the Platform and indicates acceptance of this Agreement, or on the date of execution of this Agreement by both Parties, whichever is earlier (the "Effective Date").
2. This Agreement shall remain in force until terminated in accordance with the provisions herein.
3. Services
1. The Client hereby appoints Nuvett as its service provider, and Nuvett accepts to provide the Services to the Client in accordance with this Agreement.
2. Non-exclusivity: Nothing in this Agreement shall restrict Nuvett from providing similar services to third parties, nor prevent the Client from entering into a similar arrangement with a third party.
3. Scope of Services. The Client may, through the Platform, request and receive the following Services:
- Candidate assessment, including cognitive/aptitude, psychometric, knowledge, AI-conducted interview, business-case and situational-judgement (character) assessments;
- Free employer-defined qualifying (knock-out) screening prior to paid assessment;
- AI-assisted scoring, ranking and candidate reporting;
- Autonomous candidate-pipeline management and shortlisting against Client-defined criteria;
- Identity Verification (biometric and/or government-database), where enabled;
- Where contracted, white-label deployment of the Platform under the Client's brand.
4. Process Flow. The Client configures roles and assessment criteria on the Platform; Candidates apply and complete the applicable Assessments; the Platform generates Reports and makes them available to the Client through the Platform or, where applicable, via API. Each Assessment is deemed completed when the Platform produces the corresponding Report.
5. Nature of Output. The Client acknowledges that Reports, scores and rankings are decision-support tools. Nuvett does not make hiring decisions on behalf of the Client. The Client retains sole responsibility for its hiring, selection and employment decisions, including any human review, override, and compliance with applicable employment and anti-discrimination laws.
6. Third-Party Dependencies. Certain Services, in particular Identity Verification, depend on third-party providers and government identity databases (including but not limited to NIMC, the Central Bank of Nigeria, the FRSC and licensed verification partners). Nuvett does not own or control such third-party systems and does not warrant their availability, accuracy or completeness. Nuvett shall use commercially reasonable efforts to liaise with such third parties to restore any affected Service.
4. Commercial Terms
1. The fees payable for the Services shall be as set out in the Platform's pricing, in an applicable order form, or as otherwise mutually agreed in writing. Fees are exclusive of Value Added Tax (VAT), which shall be added where applicable.
2. Wallet (Prepaid Model). The Client shall make advance payment for the Services by pre-funding its Wallet on the Platform. Fees for each Assessment or verification are deducted from the Wallet upon completion of the applicable Service.
3. The Client hereby irrevocably authorises Nuvett to debit its Wallet for each Service provided under this Agreement.
4. The Client shall ensure sufficient funds are available in its Wallet. Nuvett may decline to process, or may suspend, Services where the Wallet is insufficiently funded, provided that the Client shall be given reasonable prior notice to replenish its Wallet. To the maximum extent permitted by law, Nuvett shall not be liable for any failure to provide the Services arising from insufficient Wallet funds.
5. Free Screening. Employer-defined qualifying (knock-out) questions administered before a paid Assessment are provided at no charge; no Wallet deduction occurs in respect of a Candidate who is screened out at that stage.
6. White-Label / Enterprise Fees. Where the Client is engaged on a white-label or enterprise basis, additional platform, licence, set-up or volume-based fees may apply as set out in the applicable order form.
5. Obligations of the Parties
5.1 Obligations of the Client
The Client shall:
- provide accurate and lawful role, assessment and Candidate information;
- ensure its Wallet is sufficiently funded in advance to settle amounts due;
- appoint one or more representatives to liaise with Nuvett;
- ensure that Candidates are informed that they will be subject to assessment, screening and, where applicable, identity-verification processes, and that the necessary consents and lawful basis for Processing their Personal Data are obtained in accordance with the Data Protection Laws;
- use Reports solely for lawful recruitment and selection purposes, and not in any manner that is discriminatory or contrary to applicable employment law;
- keep its login credentials secure and not disclose them to any third party;
- implement reasonable measures to prevent the introduction of malicious code into any system used to access the Platform.
5.2 Obligations of Nuvett
Nuvett shall:
- provide the Services in accordance with prevailing industry standards and best practices;
- provide the Client with reasonable advance notification of scheduled maintenance or anticipated downtime;
- grant the Client a non-transferable, non-sub-licensable, non-exclusive licence to access and use the Platform and API solely for the purpose of this Agreement;
- implement appropriate safeguards to protect Personal Data against unauthorised access, use or disclosure;
- use commercially reasonable efforts to maintain the Platform in a manner that minimises errors and interruptions;
- use commercially reasonable efforts to keep the Platform (API and web application) available on a 24/7 basis, and, in the event of downtime within Nuvett's control, to restore service without undue delay;
- provide support in respect of the Services during Business Days between 9:00am and 5:00pm (Nigerian time), save for API availability which is intended to be continuous.
Nuvett does not warrant that the platforms, hardware, software, connectivity or databases of third-party service providers (including regulatory agencies and identity data sources) necessary for certain Services will be uninterrupted or error-free. The availability commitment above applies strictly to the Platform provided by Nuvett and excludes third-party systems beyond Nuvett's control.
5.3 Mutual Obligations
- The Parties shall comply with all applicable laws, including the Data Protection Laws, and any directions of a competent regulatory authority relevant to their obligations under this Agreement.
- Each Party shall act in good faith, use reasonable endeavours to ensure the accuracy of information it provides, and promptly correct any error of which it is notified.
- Each Party shall diligently perform its obligations and execute such further documents as may reasonably be required to give effect to this Agreement.
6. Representations and Warranties
Each Party represents and warrants that: (a) it validly exists under the laws of Nigeria (or its jurisdiction of incorporation) and has the necessary power and authority to enter into this Agreement; (b) its execution and performance of this Agreement will not breach any other agreement or obligation binding upon it; and (c) its obligations under this Agreement are legal, valid, binding and enforceable.
The Client further represents and warrants that, in collecting and submitting Candidate Personal Data, it shall rely on at least one lawful basis for Processing under the Data Protection Laws, including the Candidate's consent, the necessity of Processing for a contract or for compliance with a legal obligation, or another lawful basis recognised under the Data Protection Laws.
7. Indemnity
Each Party (the "Indemnifying Party") agrees to indemnify and hold harmless the other Party, its affiliates, officers, directors and employees (each an "Indemnified Party") from and against all direct liabilities, damages, losses and reasonable expenses (including reasonable legal fees) arising from or connected with any negligence, breach of this Agreement, or infringement of the intellectual property or privacy rights of any third party, caused by the Indemnifying Party.
Neither Party shall be liable for any indirect, incidental, exemplary or consequential damages of any kind (including loss of goodwill, profit, revenue or savings), whether based on contract, warranty, tort (including negligence) or otherwise, arising out of or in connection with this Agreement.
8. Limitation of Liability
1. Nuvett warrants that, to the best of its knowledge and at the time an Assessment or verification is performed, the corresponding Report reflects the output produced by the Platform. Nuvett does not warrant that the information in any Report will remain true or unchanged beyond the time it is produced, and shall not be liable for any subsequent change in the status or correctness of such information.
2. Nuvett makes no representation or warranty regarding the conduct, personal character, future performance, or suitability of any Candidate. Reports are decision-support tools only; the hiring decision rests solely with the Client.
3. Any claim regarding an error in a Report shall be raised by the Client within sixty (60) days of the date the Report was made available to the Client.
4. Nuvett's total aggregate liability for any and all claims, losses or injuries arising out of or in connection with this Agreement shall not exceed the aggregate amount received by Nuvett from the Client in the twelve (12) months preceding the event giving rise to the claim.
5. Nuvett shall not be liable for any claim arising from an Assessment or verification correctly executed in accordance with the Client's instructions and configuration, nor for any delay, error or breach caused by the negligence, breach, delay, or provision of erroneous or unlawful information or instructions by the Client. Any additional work required to rectify such Client-caused error may be treated as a separate, chargeable instruction.
6. The Client acknowledges that Identity Verification depends on third-party providers and government databases, and that Nuvett shall not be liable for the accuracy, completeness or availability of data supplied by such third parties.
9. Intellectual Property Rights
Each Party shall remain the owner of the know-how, trademarks, patents, copyright, Confidential Information and intellectual property rights it owned before, or acquires independently of, this Agreement. This Agreement neither creates nor transfers any intellectual property rights between the Parties, and does not permit a Party to use the intellectual property of the other without prior written consent.
All rights in the Platform, the Anty AI systems, assessment content, algorithms, scoring models and software are and shall remain the exclusive property of Nuvett. The Client shall not copy, reproduce, reverse-engineer, decompile, resell, or create a derivative or alternate database from the Platform, assessment content or Reports, except as expressly permitted in writing.
10. Confidentiality
1. Confidential Information disclosed between the Parties, whether or not marked "confidential", shall be kept confidential by the Receiving Party and shall not be disclosed to any third party except to affiliates, employees or advisers on a need-to-know basis for the purpose of this Agreement.
2. The confidentiality obligation shall not apply to information that: (a) was in the Receiving Party's possession before receipt, or is independently developed without use of the Disclosing Party's Confidential Information; (b) was in the public domain at the time of receipt; (c) subsequently enters the public domain through no fault of the Receiving Party; or (d) is lawfully received from a third party entitled to disclose it.
3. Where disclosure is required by an order of a court of competent jurisdiction or a lawful regulatory authority, the Receiving Party shall (to the extent legally permissible) notify the Disclosing Party before making such disclosure.
4. The provisions of this clause shall survive termination of this Agreement.
11. Data Protection and Processing
1. Each Party acknowledges that, in performing its obligations under this Agreement, it may collect, receive or Process Personal Data, and that all such Personal Data shall be treated with the utmost confidentiality and in accordance with the Data Protection Laws.
2. The Receiving Party warrants that it shall: (a) take appropriate physical, technical, administrative and organisational security measures to protect Personal Data against loss, destruction, damage, and unauthorised access, use, modification or disclosure; (b) identify reasonably foreseeable risks and maintain appropriate safeguards; (c) comply with reasonable data-protection directions of the Disclosing Party; (d) promptly notify the Disclosing Party upon becoming aware of any data breach and cooperate to remedy it; and (e) ensure its personnel comply with this clause.
3. The Client is responsible for ensuring it has a lawful basis and all necessary Candidate consents for the submission and Processing of Candidate Personal Data through the Platform. Nuvett shall Process such Personal Data only for the purpose of providing the Services and as otherwise permitted by the Data Protection Laws.
4. The Client acknowledges that Nuvett relies on third-party identity authorities and providers bound by their own data-protection obligations, and that use of Identity Verification is subject to those providers' terms.
12. Termination
1. Either Party may terminate this Agreement by giving at least thirty (30) days' prior written notice to the other Party.
2. The Parties may terminate this Agreement at any time by mutual written agreement.
3. Where either Party commits a material breach, the other Party may terminate by serving fifteen (15) days' written notice specifying the breach, unless the breach is cured within that period.
4. Termination shall not: (a) release a Party from any liability or payment obligation existing at the time of termination; or (b) affect the indemnity, limitation of liability, intellectual property, data protection, confidentiality, governing law and dispute-resolution clauses, which shall survive termination.
13. Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations where caused by a Force Majeure event. The affected Party shall notify the other within two (2) Business Days of the event and its likely duration, and performance shall be suspended for the duration of the event. If the Force Majeure continues for more than thirty (30) days, either Party may terminate this Agreement by written notice.
14. Dispute Resolution
1. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between their authorised representatives within five (5) Business Days of a Party's notice of dispute.
2. If the dispute is not resolved within fifteen (15) Business Days of the commencement of negotiations, the Parties shall refer it to the Lagos Multi-Door Courthouse (LMDC) for binding mediation before a single mediator appointed by the LMDC. Any settlement reached shall be reduced to writing, executed by the Parties, and may be presented to a court of competent jurisdiction for adoption as an enforceable judgment.
3. Nothing in this Agreement shall prevent either Party from seeking urgent injunctive relief from a court of competent jurisdiction.
15. General Provisions
15.1 Assignment
Neither Party may assign, transfer or novate its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld.
15.2 Variation and Waiver
No variation or waiver of this Agreement is effective unless in writing and signed by or on behalf of the Parties. No delay or omission in exercising any right shall operate as a waiver of that right.
15.3 Severance
If any provision of this Agreement is held unlawful, void or unenforceable, it shall be severed to the minimum extent necessary without affecting the validity of the remaining provisions, and the Parties shall (where possible) replace it with a valid provision of similar effect.
15.4 Relationship of the Parties
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between them.
15.5 Non-Circumvention
Neither Party shall act, directly or indirectly, to circumvent the operation of this Agreement or to deprive the other Party of the benefits intended under it, nor exploit the other Party's Confidential Information in its own business.
15.6 Notices
Any notice under this Agreement shall be in writing and in the English language, delivered by hand, mail or electronic means to the address below, or such other address as a Party may notify in writing:
- For Nuvett (Majesto Capital Limited): Email: info@getnuvett.com
- For the Client: As provided at registration or in the applicable order form.
15.7 Governing Law
This Agreement, and all matters arising out of or in connection with it (including non-contractual claims), shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
15.8 Entire Agreement
This Agreement, together with any applicable order form and the Platform's Terms of Service and Privacy Policy, embodies the entire understanding between the Parties in respect of its subject matter and supersedes all prior representations, whether oral or written. In the event of conflict between this Agreement and an executed enterprise order form, the order form shall prevail.
Agreed and Accepted
For and on behalf of Majesto Capital Limited (Nuvett):
Name: ______________________ Signature: ______________________ Date: __________
For and on behalf of the Client:
Name: ______________________ Signature: ______________________ Date: __________
DRAFT for counsel review. Not legal advice. Placeholder RC number (908166) and details must be verified. Prepared as a starting template for Nuvett / Majesto Capital Limited.