This Service Level Agreement (SLA) is valid from the day the Registration and Agreement form is filled.

BETWEEN KITOVU TECHNOLOGY COMPANY, a limited liability company incorporated under the laws of the Federal Republic of Nigeria with its registered office at Kitovu Business Hub, Iseyin-Saki Expressway, Sawmill Area, Oyo State, Nigeria (hereinafter referred to as “Kitovu, ” whose expression shall, where the context so permits, include its successors in title and assign). 

AND

Our partner, a legal person whose address is dully filled into the (hereinafter referred to as “Partner”, whose expression shall, where the context so permits, include their successors in title and assign). 

Kitovu and Partner are herein jointly referred to as ‘the Parties’ and severally as ‘the Party’.

WHEREAS:

1.  Kitovu is a privately held agricultural technology company building climate-smart farm and post-harvest infrastructure that enables smallholder farmers in distant pocket locations to access personalized agronomic advisory, storage, and market access services.  They provide a mechanism known as ComboTrader, which allows any legal person to buy, store, and sell agricultural commodities and make returns therefrom.
2. The Partner is a legal person who has indicated an interest and is willing to subscribe to ComboTrader
3. The parties hereto agree to go into a contract according to the terms and conditions hereunder set forth

• INTERPRETATIONS 

In this service level agreement (SLA), the following terms shall have the meanings set forth below.  Unless the context otherwise requires, the interpretations and meanings hereunder provided shall apply in this agreement:

1.1 Partner: Any legal person engaging Kitovu’s services under this agreement.

1.2. Legal Person: Any individual or entity that has the capacity to hold rights and obligations under the law, who can enter into contracts, own property, sue or be sued, and incur debts and liabilities

1.3 ComboTrader: A service whereby Partners trade using capital in commodity trading through Kitovu, with agreed returns at maturity (4, 6, 9, or 12 months).

1.4. Storage Services: The safekeeping of commodities in Kitovu’s storage facilities for a Partner, where Kitovu acts as an agent.

1.5 Aggregation Services: The process by which Kitovu collects, aggregates, and stores commodities on behalf of a Partner, who retains ownership of the commodities.

1.6 Returns: The agreed Return on Investment (ROI) provided under the ComboTrader arrangement.

1.7 Act of God: Natural disasters or unforeseeable events such as floods, earthquakes, or other events beyond human control.

1.8 Force Majeure: Any event beyond the control of the parties that prevents either party from fulfilling its obligations under the SLA, including but not limited to war, pandemics, terrorism, labor strikes, or government restrictions.

1.9 Business Continuity Plan (BCP): A set of policies and procedures implemented by Kitovu to ensure the continuity of critical business operations during and after a disruption.

1.10 Negligence: Failure by Kitovu to exercise reasonable care, which results in avoidable loss or damage to the Partner’s commodities or investment.

1.11 Critical Issue: Any situation that threatens the Partner’s financial investment, the security of stored commodities, or the legal standing of the agreement.

• PURPOSE

This SLA outlines the terms, conditions, and expectations between Kitovu Technology Company (“Kitovu”) and its Partners (“Partner”) for the provision of services related to commodity trading, storage, aggregation, and market facilitation. This agreement defines the roles, responsibilities, performance standards, and service guarantees that ensure the smooth operation of Kitovu’s offerings.

• COMMENCEMENT AND DURATION

3.1. The SLA shall be deemed active and binding from the date of execution of this agreement. The SLA may be extended, renewed, or amended for additional terms by Kitovu, as it becomes necessary, provided that the amended terms do not alter or affect the Partner’s current subscription, contract duration, or hitherto agreed monetary return.

3.2. The renewal terms shall commence on the conclusion of the initial term unless terminated by the provisions of this agreement;

3.3. Where modification to the current subscription is necessary, Kitovu shall communicate to the Partner in writing, stating the areas of modification, and justifying why such modification is necessary.

4. Scope of Services

4.1 Trade For You (Option 1)

Under this service, Kitovu will:

4.1.1. Receive capital from Partner to use in commodity trading.

4.1.2. Pay back the principal along with the agreed ROI upon the maturity of the trading period.

4.1.3. The trading period shall be 4 months, 6 months, 9 months, and 12 months respectively.

4.1.4. The Partner shall have the obligation to choose from the trading period as contained in (4.1.3) for which they want Kitovu to trade for them.

4.1.5. The minimum amount acceptable for trading shall be determined by Kitovu, taking into account the market dynamics and price trajectory.

4.1.5. In the event of unpreventable losses arising from price volatility, Kitovu shall compensate the Partner with 50% of the initial capital. The expected returns shall not apply.

4.1.6. Kitovu shall provide full insurance coverage for all commodities under its responsibility during the trading period.

4.2 Storage Services (Option 2)

Under this service, Kitovu will be responsible for the following:

4.2.1. Purchase and store commodities on behalf of the Partner, acting as an agent.

4.2.2. Ensure that commodities are stored in secure, optimal conditions.

4.2.3. Charge a monthly storage fee of N3,000 per ton.

4.2.4. Take full responsibility for loss due to negligence, paying compensation for the full value of commodities if they are lost or destroyed.

4.2.5. Limit liability to insurance compensation in cases of force majeure or acts of God.

4.2.6. Where Partner requires Kitovu to facilitate the sale of the stored commodities, Kitovu shall receive a service charge which shall be determined and communicated to Partner who shall ensure that the amount is paid within 24 hours of the completion of service.

4.2.7. For the avoidance of doubt, Kitovu shall be construed to have completed the rendering of its service under the terms in (4.2.6), the moment Partner has been linked with an off-taker and sale is made.

4.2.8. Under the terms of service as stipulated in this scope of service, Kitovu shall not be liable for the profitability or loss arising from or relating to the sale of the commodities, price fluctuation, logistics challenges, or any of the challenges that may occur outside the purchase and storage of the commodities for which Kitovu takes responsibility.

4.3 Aggregation and Sales Services (Option 3)

Under this service, the following terms and obligations shall apply:

4.3.1. Kitovu shall aggregate commodities for the Partner and facilitate the sale of such commodities.