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SDA / SSLA / BCA Contract Agreement

Project Timeline and Agreement Summary

Project Contact Initiation Date: Sept 5, 2025
Project Approval Date: Sept 26, 2025
Development Commencement Date: October 10, 2025
Development Period: 1 Month
Testing Period: Nov 12 – Nov 17, 2025 (5 days)
Provisioning Period: Nov 15 – Nov 18, 2025 (3 days)
Project Duration: 1 Month – 2 Weeks
Project Go-Live: Nov 18, 2025
Project Use Duration: 18 November 2025 – Onwards
Project Pay Date: —
First Phase Closure: Nov 30, 2025
Schedule of Agreements: Nov 30, 2025
Next Phase Development Commencement: Non-Phased

Project Summary Milestone Dates

PIIS B2G MBES Project

Milestone Date / Status
Project Initiation Sept 2025
Project Scoping Sept 2025
Project Planning Oct 2025
Project Approval Oct 2025
B2G MBES Development Oct 2025
B2G MBES Testing Oct 2025
MBES Provisioning for Named Client Expected
MBES Testing & Go Live Upcoming
Project Post-Launch Monitoring Upcoming
B2G MBES Project Close-out (Phase 1) Upcoming
License Renewal 2025/2026 & Payment Upcoming
SDA/SLA/CBA Agreements Upcoming

Table 1. Project Summary Milestone Dates

This document, containing software development agreement, service level agreement, billing contract agreement collectively called contract agreement between PIIS NG (representing DEVELOPER and services provider) and Client (representing the service recipient entities (Named Client) is in furtherance of the submission of previous documents: “the project cost, invoice and cost analysis document” in pursuant to the completion, test and sixty (30) days MBES of the B2G MBES software developed by PIIS Solution UK (developer) on behalf of PIIS Nigeria service recipients (Named Client) based on approval on exhibit 1, page 16, section (d) of the approved B2G MBES Application/Service Provision II. This document seeks to deliver on the project "The MBES B2G MBES Application/Service Provision II + Named Client Ownership" as approved on the 26th September 2025, PIIS further engages to train Named Clients' in-house team on ERP to B2G MBES application usage and functionalities, compliance and support to reflect Named Client’s total ownership as a prepaid service. Using a combination of MBES and Enterprise AWS Cloud app products

Copyright © 2025 PIIS NG. The B2G MBES project disclosure of the content within this document(s) is herewith expressly protected by the terms and conditions governing this contract.

Service Level Agreement (SLA)

PIIS Nigeria Limited — FIRS MBS e-Invoicing Integration & Support

Prepared for

Named Client / Taxpayer Organization

November 2, 2025

1. Purpose

This Service Level Agreement defines the terms, responsibilities, performance standards, and service quality commitments governing the provision of the B2G MBES (FIRS MBS) e-Invoicing integration and support services by PIIS Nigeria Limited to the Client.

2. Scope of Services

  • System integration with Client ERP/accounting system
  • e-Invoice generation & IRN issuance
  • Data synchronization (real-time / scheduled)
  • Support & maintenance
  • Documentation & training

3. Service Availability

System Uptime
99.5% monthly uptime
Scheduled Maintenance
≤ 4 hours/month (24-hour notice)
Unscheduled Downtime
≤ 1% monthly (only for critical updates / force majeure)

4. Response & Resolution Times

Severity Description Response Time Resolution Time
Critical (P1) System outage or e-Invoice transmission failure 30 minutes Within 4 hours
High (P2) Delayed IRN generation, integration lag, or data mismatch 1 hour Within 8 hours
Medium (P3) Functional error, interface glitch, or app connectivity downtime 4 hours Within 24 hours
Low (P4) Minor ERP connectivity issues, UI or documentation issues 8 hours Within 48 hours

5. Security & Data Protection

PIIS Nigeria Limited shall implement robust security controls including compliance with: FIRS MBS e-Invoicing Standards, the Nigeria Data Protection Act (NDPA) 2023, and industry standards.

6. Responsibilities

PIIS (Service Provider): maintain system, provide updates, documentation, training and ensure compliance.

Client: provide accurate business data, maintain ERP connectivity, and assign authorized personnel.

7. Backup & Data Recovery

  • Daily backups to redundant AWS environment
  • Retention: minimum 30 days operational data
  • Disaster recovery: full service restore within 6 hours of outage detection

8. Performance Metrics & Reporting

PIIS will monitor and report monthly/quarterly on:

9. Service Review & Escalation

Quarterly reviews. Escalation flow:

  1. Technical Support Desk
  2. Technical Account Manager
  3. PIIS Nigeria (Senior Management)

10. Confidentiality

Both parties will maintain strict confidentiality of exchanged information except where disclosure is required by law or FIRS.

11. Term & Termination

SLA valid for 12 months from Effective Date, auto-renews annually unless either party gives 30 days' written notice. Material breach allows termination with 10-day remediation notice.

12. Compliance

PIIS agrees to adhere to FIRS e-Invoicing schema, IRN validation, digital signature and audit traceability requirements.

13. Liability

PIIS is not liable for indirect damages arising from client misconfigurations, FIRS outages, or force majeure events.

14. Governing Law

This Agreement is governed by the laws of the Federal Republic of Nigeria.

15. Signatures

PIIS Nigeria Limited

Authorized Signatory

Title

Client / Taxpayer Organization

Authorized Signatory

Title

Software (Application/Service) Development Agreement

Date: October 8, 2025

This Software Development Agreement (this “Agreement”) is entered into as of October 8, 2025 by and between PIIS NIGERIA (“Developer”), an enterprise SaaS provider and software development company, having a place of business at No. 23B Marine Road, Apapa, Lagos, Nigeria, and Named Client (“Client”), having a place of business at Client’s Address.

Developer and Client are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

WHEREAS, Developer is engaged in the business of B2C/B2B ERP Solutions Provider, B2G Enterprise Data & API Platforms & Integration Services, Sales of Digital Transactions & Information Storage Solutions, Sales of ICT Products & Solutions for Business Digital Transformation, Sales of Financial & Accounting Transactions Reporting, Analytics & Training Solutions, and Sale of OEM Cloud Products & Services; and

WHEREAS, Client wishes to engage Developer to deliver certain unique B2G capabilities for their business ERP system to generate and produce FIRS compliant e-invoice data per invoice transaction and to support a transparent e-invoice connectivity process to ensure their systems communicate effectively, reliably and continuously with the FIRS and regulatory systems in a compliant manner. (ERP) software developed and/or customized specifically for Client (the “B2G MBES”) and Developer is willing to accept the engagement to develop such Application and/or service on the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and intending to be legally bound, the Parties hereto agree as follows:

1. Engagement of Developer

1.1 Scope of Engagement

Subject to the terms and conditions of this Agreement, Client hereby retains the services of Developer to design, develop, and implement the Software in accordance with the approved development efforts described in Exhibit “1” (“attached hereto and referenced on section 2, pg. 16 of the Recommendation & Actionable Insight Report”) in line with specifications, requirements, and deliverables as contained in Exhibit “3” (“attached hereto and referenced as B2G MBES Features & Functionalities Report”) and the time schedule described in Exhibit “1” and Exhibit “2” as referenced “B2G MBES Work Breakdown Structure” (collectively, the “Enterprise Project (B2G MBES)”).

Developer may use employees and/or contractors capable of designing and implementing the Software. Client will cooperate with Developer’s reasonable requests for information necessary to accomplish the tasks and objectives for completion of the Project.

1.2 Engagement Terms

Developer elects to develop and implement the Application/Service on a “build-use-pay” contract basis as contained in Exhibit “1” pg. 17, section 1 of the Recommendation & Actionable Insight Report. To this effect, the Developer elects to deploy her resources relevant to the cause of development and implementation of the B2G MBES within the Software Development Agreement / Service Level Agreement / Billing Contract Agreement (B2G MBES – FIRS MBS Project – Nov 2020 – 7) Client business environment for the purpose of delivering a functional and usable Enterprise Project (B2G MBES) either in part, in phase or in whole terms.

1.2a Build-Use-Pay

Developer elects that no initial deposit is required to commence development of the Enterprise Project (B2G MBES) up to a point of usability as defined in Exhibit “2” as referenced “B2G MBES Work Breakdown Structure.”

1.2b Specification

The Specification of the Enterprise Project (B2G MBES) is defined in Exhibit “3” as referenced in attached Exhibit “3” B2G MBES Full Features & Functionalities Report.

Schedule of Signatures by Parties

Please affix handwritten Signature, Party, Name & Date below:

PIIS NIGERIA LIMITED

CLIENT

Contract Billing Agreement

Effective Date: November 5, 2025

This Contract Billing Agreement (“Agreement”) is entered into by and between PIIS Nigeria (“Developer”) and Named Client (“Client”), effective as of November 5, 2025.

1. Services and Payment

Both parties agree to undertake and complete considerations for services as contained in the attached document referenced as “Exhibit 11 – The Cost Information, Cost Analysis & Invoice.” Developer agrees to complete the services defined in the Approved Development Effort Document in accordance with and on the schedule specified in Exhibit “2” (“B2G MBES Work Breakdown Structure”).

1.2 Payment shall be made by check or transfer payable to PII Solutions UK or PIIS Nigeria Limited as per the account name on the part/final invoice(s) issued in the domicile country of development or headquarters.

1.3 The first billing period (November 18, 2025 – November 17, 2026) begins on the Effective Date and ends at 11:59 p.m. on the following anniversary date. Subsequent billing periods last one (1) year each, starting and ending on the anniversary date for the duration of the Agreement.

1.4 Invoices shall be issued ten (10) days before the end of each billing period and are due within thirty (30) days of issuance (net 30 terms).

2. Termination

Either party may terminate this Agreement at any time through written request. The Client shall, upon termination, pay Developer all unpaid amounts due for Services completed prior to notice of termination.

3. Client Authorization

3a. Client is fully authorized and empowered to enter into this Agreement.

3b. Client representative is authorized to serve as the point of contact between Client and Developer.

4. Late Fees

Payments not received by the invoice due date shall be treated according to the provisions in section 5.2 of the Software Development Agreement.

5. Notice

All notices under this Agreement shall be made in writing.

6. Miscellaneous

No modifications, changes, or waivers to this Agreement will be effective unless in writing and signed by both parties.

Exhibit 15 — Services & Fees

Services

As referenced in page 16, section (d) of the approved B2G MBES Application/Service Provision II document (0049) dated September 26, 2025: “The MBES B2G MBES Application/Service Provision II + Named Client Ownership”.

PIIS engages to fully design, develop, and implement the Named Client’s enterprise business system within 0–6 weeks under a Build-Use-Pay contract model. PIIS will train the Named Client’s in-house team on Application development, MBES, and license administration to reflect total ownership as a prepaid service.

Using a combination of MBES and AWS Enterprise Cloud products, PIIS will develop a fully functional, customized, and scalable application suite to manage the Client’s ERP invoices and FIRS MBS integrations under the unified enterprise system “B2G MBES.”

Term

This Agreement remains valid until the first of the following: services are completed, or termination occurs under Section 4.

Fees

This contract operates under a Build-Use-Pay model, requiring no preliminary deposit (₦0.00) for commencement. Development fees are calculated at a rate of ₦25,000/hour (approx. seven pounds/hour) for time spent on documentation, development, testing, installation, and deployment.

License costs, support, and external charges upon completion of each phase or the entire project shall be billed separately. Payment for each invoice is due upon receipt at the end of each project phase as detailed in the Work Breakdown Structure.

Schedule of Signatures by Parties

Please affix handwritten Signature, Party, Name & Date below:

PIIS NIGERIA LIMITED

CLIENT