MASTER SERVICE LEVEL AGREEMENT (MSLA)

This Master Service Level Agreement (“Agreement” or “MSLA”) sets out the general terms and conditions governing the provision of Fully Managed Information and Communication Technology (ICT) Services by WeLiveIT (Pty) Ltd (“WeLiveIT”, “Service Provider”, “we”, “us”), to its clients (“Client”, “you”).

This MSLA establishes a binding master contractual framework and shall apply to all current and future Service Level Agreements (SLAs), Statements of Work (SOWs), Proposals, Schedules, Order Forms, Appendices, or related service documents entered into between the parties, unless expressly varied or excluded in writing.

This Agreement is designed to clearly define service governance, risk allocation, responsibilities, and operational boundaries for WeLiveIT’s Fully Managed ICT offering.

1. DEFINITIONS AND INTERPRETATION

1.1 “Agreement” means this Master Service Level Agreement, including all schedules and documents incorporated by reference.

1.2 “Business Hours” means Monday to Friday, 08h00 to 17h00 South African Standard Time, excluding public holidays, unless otherwise agreed in writing.

1.3 “Change” means any modification, addition, removal, upgrade, or reconfiguration to systems, services, infrastructure, software, security controls, or scope.

1.4 “Client Environment” means all ICT assets, infrastructure, applications, devices, networks, cloud services, data, configurations, and third-party services used by or on behalf of the Client.

1.5 “Fully Managed ICT Services” means the proactive, ongoing, end-to-end management, monitoring, support, administration, coordination, governance, and advisory services provided by WeLiveIT, as defined in an applicable SLA or SOW.

1.6 “Incident” means an unplanned interruption, reduction in quality, degradation, or failure of an ICT service.

1.7 “Service Request” means a formal request for information, advice, access, standard changes, or predefined services.

1.8 “Third-Party Provider” means any vendor, licensor, carrier, cloud provider, manufacturer, or service provider not owned or directly controlled by WeLiveIT.

1.9 Headings are for convenience only and shall not affect interpretation. Words importing the singular include the plural and vice versa.

2. PURPOSE AND SCOPE OF AGREEMENT

2.1 The purpose of this MSLA is to define the general terms, conditions, service principles, and risk allocation applicable to all Fully Managed ICT Services delivered by WeLiveIT.

2.2 This MSLA does not define pricing, quantities, or service-specific metrics, which shall be set out in applicable SLAs or SOWs.

2.3 The Client acknowledges that ICT environments are complex and interdependent, and that service outcomes depend on cooperation, timely decision-making, and third-party dependencies.

2.4 In the event of conflict between documents:

• A signed SLA or SOW shall take precedence;
• This MSLA shall take precedence over proposals, quotations, or marketing material.

3. SERVICE DELIVERY MODEL

3.1 WeLiveIT delivers Fully Managed ICT Services using a shared-services operating model, supported by tiered technical resources (Tier 1, Tier 2, Tier 3, and specialist engineers).

3.2 Services are delivered using industry-aligned service management frameworks, structured processes, and enterprise-grade tooling.

3.3 The Client acknowledges that WeLiveIT’s services are outcome-based, not dependent on any single technician or individual resource.

3.4 WeLiveIT reserves the right to allocate resources, tools, and processes at its discretion to meet service obligations efficiently.

4. CLIENT RESPONSIBILITIES AND DEPENDENCIES

4.1 The Client shall:

• Provide accurate, complete, and up-to-date information regarding its ICT environment;
• Appoint authorised representatives for approvals, escalation, and decision-making;
• Provide timely access to systems, credentials, premises, and third-party providers;
• Maintain valid licensing, subscriptions, and warranties for all third-party software and services unless explicitly included;
• Comply with recommended security controls, governance processes, and acceptable use policies.

4.2 The Client acknowledges that failure to meet these responsibilities may result in:

• Service delays or degraded service levels;
• Increased operational risk;
• Additional costs or out-of-scope charges.

5. ONBOARDING, TRANSITION, AND CONTINUOUS DISCOVERY

5.1 Upon commencement of Services, WeLiveIT shall conduct an Onboarding and Transition Phase, which may include:

• Environment assessments and discovery activities;
• Documentation of infrastructure, systems, and dependencies;
• Identification and logging of risks into a risk register;
• Deployment of monitoring, management, and security tooling;
• Knowledge base and configuration database population.

5.2 The Client acknowledges that onboarding outputs represent a point-in-time assessment and that environments evolve over time.

5.3 Continuous discovery and improvement activities may identify remediation, upgrades, or projects not included in the managed service scope.

6. SERVICE LEVEL MANAGEMENT AND MEASUREMENT

6.1 Service Levels, response targets, resolution objectives, and prioritisation models shall be defined in the applicable SLA.

6.2 Service performance may be measured using metrics including but not limited to:

• Mean Time to Acknowledge (MTTA);
• Mean Time to Resolve (MTTR);
• Percentage compliance over defined reporting periods.

6.3 Service Level measurements exclude delays caused by:

• Client non-responsiveness or delayed approvals;
• Third-party provider outages or failures;
• Hardware or software procurement lead times;
• Events beyond WeLiveIT’s reasonable control.

6.4 Failure to meet Service Levels shall trigger service improvement initiatives rather than financial penalties, unless expressly agreed otherwise.

7. FAIR USE, SERVICE CONSUMPTION, AND SCOPE CONTROL

7.1 Fully Managed ICT Services are subject to fair and reasonable usage, aligned to the Client’s size, environment complexity, and agreed scope.

7.2 WeLiveIT reserves the right to conduct periodic service consumption and utilisation reviews.

7.3 Excessive, abnormal, or sustained usage beyond reasonable expectations may require:

• Scope realignment;
• Additional fees;
• Revision of the SLA or service model.

8. CHANGE, RISK, AND CONFIGURATION MANAGEMENT

8.1 All material Changes shall be managed through a formal change management process.

8.2 Emergency Changes may be implemented to restore service, address security risks, or prevent imminent business impact.

8.3 WeLiveIT shall not be liable for service degradation, incidents, or security breaches caused by unauthorised changes performed by the Client or third parties.

9. THIRD-PARTY SERVICES AND DEPENDENCIES

9.1 Where requested, WeLiveIT may coordinate and manage Third-Party Providers on the Client’s behalf.

9.2 Third-party services remain governed by the third party’s own contractual terms, SLAs, and limitations.

9.3 WeLiveIT does not warrant or guarantee third-party service availability, performance, or security.

10. INFORMATION SECURITY AND DATA PROTECTION

10.1 WeLiveIT shall implement reasonable technical and organisational safeguards aligned with POPIA and generally accepted security practices.

10.2 The Client remains the data owner and controller. WeLiveIT acts as an operator.

10.3 No system can be guaranteed to be completely secure, and WeLiveIT shall not be liable for breaches arising from factors beyond its reasonable control.

11. CONFIDENTIALITY

Each party shall treat the other party’s confidential information with the same degree of care it applies to its own confidential information. Confidentiality obligations survive termination.

12. INTELLECTUAL PROPERTY

All pre-existing intellectual property remains vested in the owning party. WeLiveIT retains ownership of its methodologies, tools, templates, and service documentation unless otherwise agreed in writing.

13. FEES, BILLING, AND PAYMENT

Fees, billing cycles, and payment terms shall be defined in the applicable SLA or SOW. WeLiveIT reserves the right to suspend services for material non-payment following reasonable notice.

14. LIMITATION OF LIABILITY

To the maximum extent permitted by law, WeLiveIT’s total aggregate liability shall be limited to the fees paid by the Client in the twelve (12) months preceding the claim. In no event shall WeLiveIT be liable for indirect, consequential, or loss-of-profit damages.

15. INDEMNITIES

The Client indemnifies WeLiveIT against claims arising from Client misuse, breach of licensing terms, or unlawful use of services.

16. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues for the term defined in the applicable SLA. Either party may terminate for breach or convenience subject to notice requirements.

17. EXIT MANAGEMENT AND TRANSITION ASSISTANCE

Upon termination, WeLiveIT shall provide reasonable exit assistance at prevailing rates, including knowledge transfer and controlled access revocation.

18. FORCE MAJEURE

Neither party shall be liable for failure to perform due to events beyond reasonable control.

19. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of the Republic of South Africa.

20. GENERAL PROVISIONS

This MSLA constitutes the master framework agreement. Amendments must be in writing and signed by authorised representatives of both parties. If any provision is invalid, the remainder shall remain enforceable.

END OF MASTER SERVICE LEVEL AGREEMENT