# EKKLESIA.NG MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") is entered into between:

**EKKLESIA.NG / [LEGAL ENTITY NAME]** ("Ekklesia")

and

**[CUSTOMER LEGAL NAME]** ("Customer").

## 1. Agreement Structure

This Agreement governs the provision of Ekklesia's software and related services.

The following may form part of this Agreement:

1. this Master Services Agreement;
2. Order Forms;
3. Service Level Agreements;
4. Data Processing Agreement;
5. Security Schedule;
6. applicable Ekklesia policies.

If there is a conflict, the documents shall apply in the order specified in the applicable Order Form.

## 2. Services

Ekklesia shall provide the services identified in the applicable Order Form.

Services may include:

* church management;
* membership management;
* visitor management;
* attendance;
* follow-up;
* events;
* communications;
* reporting;
* administration;
* integrations;
* APIs;
* PWA services;
* mobile applications.

## 3. Customer Responsibilities

Customer shall:

* provide accurate information;
* maintain account security;
* administer user permissions;
* comply with applicable law;
* comply with third-party service requirements;
* maintain lawful authority to process Customer Data;
* pay applicable fees.

## 4. Fees

Fees shall be specified in the Order Form or subscription plan.

Unless otherwise agreed, fees are payable according to the billing schedule specified by Ekklesia.

## 5. Changes to Services

Ekklesia may update the Services to improve functionality, security or performance.

Ekklesia will not intentionally remove a material core function during an active contracted period without reasonable consideration of the Customer's interests.

## 6. Support

Ekklesia shall provide support according to the applicable support plan.

Enterprise customers may receive enhanced support under an Order Form.

## 7. Service Availability

Any uptime commitment shall be stated in an applicable SLA.

Without an SLA, Ekklesia does not guarantee a particular uptime percentage.

## 8. Customer Data

Customer retains ownership of Customer Data.

Ekklesia may process Customer Data only as necessary to provide the Services and as otherwise permitted by the applicable agreements and law.

## 9. Data Protection

The parties shall comply with applicable data-protection requirements.

Where Ekklesia processes Personal Data on behalf of Customer, the DPA shall apply.

## 10. Security

Ekklesia shall maintain reasonable technical and organisational measures appropriate to the nature of the Services.

## 11. Intellectual Property

Ekklesia retains ownership of:

* software;
* source code;
* platform architecture;
* trademarks;
* documentation;
* user interface designs;
* proprietary technology.

Customer receives a limited licence to use the Services during the Agreement.

## 12. Confidentiality

Each party shall protect confidential information received from the other party and use it only for legitimate purposes connected with the Agreement.

## 13. Third-Party Services

Customer acknowledges that certain Services may depend on third-party providers.

Ekklesia shall not be responsible for third-party outages or policy changes outside its reasonable control.

## 14. Warranties

Each party represents that it has authority to enter into this Agreement.

Except where expressly stated, Ekklesia does not provide warranties beyond those required by applicable law.

## 15. Indemnification

Each party shall be responsible for claims arising from its own unlawful conduct, gross negligence, wilful misconduct or material breach, subject to applicable law and the allocation of responsibility in the Agreement.

## 16. Limitation of Liability

Except for liabilities that cannot legally be limited, neither party shall be liable for indirect, consequential, incidental, special or punitive damages.

Subject to applicable law, Ekklesia's aggregate liability shall not exceed the fees paid or payable by Customer under the relevant Services during the twelve months preceding the event giving rise to the claim.

## 17. Suspension

Ekklesia may temporarily suspend Services where necessary to address:

* security threats;
* unlawful activity;
* non-payment;
* material breach;
* risks to other customers;
* legal requirements.

## 18. Termination

Either party may terminate according to the applicable Order Form.

A party may terminate for material breach if the breach is not remedied within a reasonable cure period after written notice.

## 19. Effect of Termination

Upon termination:

* access may cease;
* outstanding fees become due;
* each party shall return or delete confidential information as appropriate;
* Customer Data shall be handled according to the DPA and applicable retention requirements.

## 20. Force Majeure

Neither party shall be responsible for delay caused by circumstances beyond reasonable control, including natural disasters, major infrastructure failures, telecommunications failures, governmental actions, widespread cyber incidents or other force majeure events.

## 21. Publicity

Neither party may use the other's trademarks publicly without permission, except where otherwise agreed.

## 22. Notices

Legal notices shall be sent to the addresses specified in the Order Form.

## 23. Assignment

Neither party may transfer this Agreement in a manner that materially prejudices the other party without appropriate consent, except for corporate restructuring, merger or sale of substantially all relevant assets where legally permitted.

## 24. Governing Law

This Agreement shall be governed by the laws of the Federal Republic of Nigeria unless otherwise stated in the Order Form.

## 25. Entire Agreement

This Agreement and its incorporated documents constitute the agreement between the parties concerning the Services and supersede prior agreements relating to the same subject matter.

## 26. Signatures

For Ekklesia:

Name: ____________________
Position: __________________
Signature: _________________
Date: _____________________

For Customer:

Name: ____________________
Position: __________________
Signature: _________________
Date: _____________________