1. Scope of Agreement & Statements of Work
This Master Services Agreement (“Agreement”) is entered into by and between TechONE IT Services & Digital Solutions Ltd (“TechONE”) and the enterprise client (“Client”) named in the accompanying Statement of Work (“SOW”) or service order.
Individual services—including 24/7 Managed IT Support, Cloud Infrastructure Architecture, Managed SOC/Cybersecurity, Structured Cabling, and Custom Software Development—are authorized via executed Statements of Work that reference this Agreement. In the event of a conflict between an SOW and this Agreement, the specific terms of the executed SOW shall prevail.
2. Service Level Agreement (SLA) Matrix
TechONE provides 24/7/365 follow-the-sun monitoring from our Global Operations Center in Accra, supported by our corporate teams in Leeds and Punjab. Incidents are categorized and addressed according to the following strict SLA matrix:
Complete outage or critical service impairment affecting entire organization or mission-critical business systems.
Significant system degradation affecting core business operations or a department without viable workaround.
Non-critical technical issue, partial feature failure, or single user workstation disruption with workaround.
Routine user onboarding, software provisioning, minor configuration requests, or general advisory questions.
* Initial Response Time measures the elapsed interval from incident ticket logging until a certified Tier-2/Tier-3 systems engineer actively initiates triage and diagnostic communication.
3. 99.9% Infrastructure Uptime SLA & Service Credits
For all managed cloud environments, core hosting, and critical networking components managed by TechONE, we warrant an Operational Uptime of not less than 99.9% per calendar month, excluding scheduled maintenance windows announced at least 72 hours in advance.
- < 99.9% down to 99.0% Monthly Uptime: 10% service credit applied to monthly recurring fee.
- < 99.0% down to 95.0% Monthly Uptime: 25% service credit applied to monthly recurring fee.
- < 95.0% Monthly Uptime: 50% service credit applied to monthly recurring fee.
4. Client Responsibilities & Authorized Personnel
To enable TechONE to fulfill its SLA obligations, the Client agrees to:
- Designate up to three (3) Authorized Technical Representatives empowered to log Severity 1 and 2 tickets.
- Provide reasonable, secure remote access (VPN, SSH keys, bastion credentials) and on-premises physical facility access.
- Ensure all client-provided third-party software licenses are authentic and up to date.
- Refrain from making uncoordinated network infrastructure alterations that circumvent established change control procedures.
5. Fees, Flat-Rate Billing & Invoicing Terms
In accordance with our Transparent Pricing standard, all services are billed on a predictable flat-rate monthly basis as outlined in the active SOW. TechONE does not charge surcharges for after-hours emergency tickets or routine telemetry monitoring.
Invoices are generated on the 1st of each calendar month with Net 30 payment terms. Invoices may be settled in USD, GBP (£), or GHS (¢) as agreed in the SOW.
6. Intellectual Property Rights
Client IP: The Client retains all exclusive rights, title, and ownership in all Client Data, trade secrets, trademarks, and bespoke custom software deliverables created specifically for the Client upon receipt of full payment.
TechONE Pre-Existing IP: TechONE retains ownership of all pre-existing software tools, diagnostic scripts, automated telemetry agents, configuration templates, and proprietary methodologies utilized during service delivery. TechONE grants Client a non-exclusive, perpetual, royalty-free license to use such tools embedded in custom deliverables.
7. Confidentiality & Non-Disclosure
Both parties agree that all confidential technical, financial, and business information exchanged during the engagement shall remain strictly confidential. TechONE engineers and staff operate under binding NDAs and zero-trust data segregation protocols. Confidentiality obligations survive termination of this Agreement for five (5) years.
8. Cybersecurity Standards & Professional Warranties
TechONE warrants that all services will be executed in a professional, workmanlike manner adhering to accepted industry best practices, including ISO/IEC 27001 and CIS controls. TechONE maintains robust SOC monitoring, mandatory multi-factor authentication, and annual penetration testing.
9. Limitation of Liability
Except in cases of gross negligence, intentional misconduct, or breach of confidentiality obligations, each party's total aggregate liability arising out of or related to this Agreement shall be limited to the total fees paid by Client to TechONE in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, punitive, or consequential damages.
10. Term, Termination & Seamless Transition Assistance
Either party may terminate an SOW for convenience upon sixty (60) days written notice, or immediately upon material breach remaining uncured after thirty (30) days notice.
Exit Transition Guarantee: Upon termination, TechONE provides up to thirty (30) days of transition assistance, including orderly handover of DNS records, cloud administrator credentials, architecture diagrams, and complete database snapshots.
11. Governing Law & Dispute Resolution
Governed by and construed in accordance with the laws of England and Wales. Disputes shall be submitted to the exclusive jurisdiction of the courts of London, England.
Governed by and construed in accordance with the laws of the Republic of Ghana. Disputes shall be resolved through arbitration under the Alternative Dispute Resolution Act, 2010 (Act 798) in Accra, Ghana.
