All capitalized terms, if not defined in this Service Level Agreement (hereinafter the "SLA"), have the meaning given to them in the terms and conditions of service and/or the general terms and conditions of use of the Platform.
Client: Refers to any professional, natural or legal person, registered in the Trade and Companies Register or any equivalent commercial register, who has entered into a Contract with SMART GLOBAL.
Contract: Refers to the subscription, by the Client, to the contract for the provision of the Platform.
Platform: Refers to the software platform called 'Smart Global Governance' developed and published by SMART GLOBAL and made available to the Client in accordance with the terms of the Contract, and whose purpose is to organise and manage the user entity's compliance with international and national laws, regulations, references, normative standards and/or certifications and, depending on the services subscribed to by the entity, digitise existing standards on the Platform and/or create its own internal standards.
User: Refers to the natural person who benefits from the services provided by the Platform and granted to the Client, who is employed by the Client or by the Client's subcontractors, and authorised to use all or part of the Platform, regardless of where it is located and the terms of its access.
SMART GLOBAL: Refers to the company SMART GLOBAL GOVERNANCE, a simplified joint-stock company, with a capital of 3,350,535.32 euros, having its registered office at 300 rue du Vallon, Les Vaisseaux, 06560 Valbonne, registered with the Grasse Trade and Companies Register under number 853 951 556.
Working Days and/or Working Hours: Refers to the days of the week from Monday to Friday between 8:30 a.m. and 5:30 p.m. (French time), excluding French public holidays.
This Service Level Agreement (hereinafter the "SLA") describes the support and maintenance services provided by SMART GLOBAL for the Platform, the guarantees of its availability, the measures to be taken in the event of service failures, and the corresponding reaction and repair times. All warranties described below apply to the purchase of a license on the Platform in Public or Private SaaS mode under the Agreement. Specific developments contracted by the Client regarding the Platform are not covered by the standard SLA. They will be subject to a separate optional contract for personalised maintenance.
SMART GLOBAL may, at any time, modify, update or supplement this SLA. Such changes will be communicated to the Client by email (an email is sufficient). The Client has the right to object to the changes communicated. If the Client does not object to all or part of the changes within fifteen (15) Business Days from receipt of the notification, the changes will be deemed acknowledged and accepted by the Client and will automatically apply from the end of that period. If the Client objects to the changes within the aforementioned period, the SLA will continue under the previous conditions. The Client may send any dispute, notification, or miscellaneous information to SMART GLOBAL at the address indicated at the end of the SLA.
The SLA takes effect from the date the Client subscribes to the support and maintenance services for the Platform, for the duration of the Agreement. It will be renewed and/or terminated under the same conditions as the Contract.
SMART GLOBAL offers different operators and network service providers that are located in the Client's country.
SMART GLOBAL offers the Client the various products of the operator if desired, in particular in terms of data or infrastructure security options, which are considered the most suitable for the Client’s needs and the requested configuration, taking into account the needs and indications provided by the Client.
Certain choices for securing the telecommunications network may require entering into a direct contract between the Client and the operator recommended by SMART GLOBAL.
Emergency plan:
As SMART GLOBAL cannot be held responsible for network line interruptions, it particularly draws the Client's attention to the importance of the operator's product choice, notably the backup option that can be offered by setting up a parallel line in the event of a network interruption. SMART GLOBAL will work with the Client to implement the communications contingency plan defined by the Client.
The availability rate is the percentage of time during a given period that the Platform is accessible and its main functions are operational.
The Platform is considered unavailable if it is affected by a Blocking Anomaly.
The downtime rate is calculated as follows:
• Annual Downtime Rate (%) = [(Total Hours – Downtime) / Total Hours] x 100
These calculations apply to a calendar year (from 1 January at 0:00).
The Platform Availability Rate Guarantee (GTD) is SMART GLOBAL's commitment to provide a minimum level of availability:
• SMART GLOBAL is not able to guarantee continuous service when executed remotely via the Internet, which the Client acknowledges and accepts without reservation.
• If the host chosen by the Client fails, SMART GLOBAL will act as an intermediary with the said host and will make its best efforts to offer an adequate solution. In addition, it is the Client's responsibility to comply with the volume thresholds specified in the Agreement and to notify SMART GLOBAL if its processing capacity needs increase.
• SMART GLOBAL undertakes to implement effective controls to provide reasonable assurance that the Client can access and use the Platform 24/7.
• SMART GLOBAL guarantees that the Platform will be implemented in accordance with the SLA. The Platform, including one or more of its features, may occasionally be suspended due to preventive or evolutionary maintenance interventions necessary for the proper functioning of the servers or the Platform.
• In the event of a Platform interruption for maintenance, SMART GLOBAL will follow the procedures set out below so that the Client is informed as best as possible of the interruption and can take measures in advance to avoid any disruption to its activities.
• SMART GLOBAL cannot be held responsible for any potential impact of this unavailability on the Client's activities, including any compensation for damages claimed by the Client.
• SMART GLOBAL will be liable for any consequences of an interruption or suspension of the Platform for maintenance if this procedure is not followed, particularly if the Client is not given sufficient advance notice to anticipate the maintenance suspension and adjust its operations accordingly.
• In particular, SMART GLOBAL has implemented a redundant system to ensure uninterrupted service.
If the Client has expressly requested it in the Quotation, SMART GLOBAL will assist the Client with the installation, configuration, and use of the Platform.
SMART GLOBAL's support includes:
Support is provided during Business Days and Working Hours.
The Client agrees to designate a group of Users ("Dedicated Users") who will serve as the primary points of contact for the Client's Users in their daily use of the Platform, as well as for receiving assistance from SMART GLOBAL regarding initial installation, project reviews, and ongoing maintenance.
Dedicated Users will, in particular, offer general assistance to the Client's Users and perform an initial analysis of any issues reported by Users before involving SMART GLOBAL. They will take appropriate measures to characterise and resolve any issues that are not classified as a Platform Anomaly, for example, issues that may be due to improper use of the Platform, problems with the User's internet connection or the equipment used to access the Platform, or issues arising from the unavailability or malfunction of the Client's or its third parties' services interconnected with the Platform.
If none of the procedures undertaken by the Client's Dedicated User(s) resolve the Platform malfunction, the Client will escalate the issue to SMART GLOBAL.
For effective handling, the issue must be clearly described (e.g., a precise description of all observed malfunctions, the detailed steps that led to the occurrence of the Anomaly, copies of any error messages received, and a record of any troubleshooting attempts and their results).
The issue can then be reported to SMART GLOBAL support through the communication channels defined in Article 8 below. It will then be treated as corrective maintenance, under the conditions set out in Article 9.1.
The Client may contact SMART GLOBAL support:
• By email at support@smartglobal.com;
• Through the online support interface available on the Platform;
• By telephone during Business Days at the numbers listed on the Platform.
The Client is informed that support is available only in French and English.
SMART GLOBAL provides the Client, within the framework of an obligation of means, with maintenance services for the Platform under the conditions defined below.
9.1. Maintenance corrective
During the term of the Agreement, SMART GLOBAL will perform corrective maintenance on the Platform and will make every effort to ensure its proper functioning.
To be addressed, the Anomaly must be precisely and thoroughly documented by the Dedicated User.
Upon receipt of the Anomaly notification from the Dedicated User, SMART GLOBAL will assess the Anomaly according to its classification and then take every necessary action to correct the issue as soon as possible, while adhering to the following guarantees:
SMART GLOBAL will inform the Client as soon as possible if the malfunction is not related to the service and will notify the Client once the Anomaly has been resolved.
The method for addressing the Anomaly is at the discretion of SMART GLOBAL and may involve a program correction, the provision of a workaround, or any other method to prevent the recurrence of the issue.
9.2. Scalable maintenance
SMART GLOBAL will make every effort to maintain the Platform in good working order by providing and installing timely updates that (ii) adapt the Platform to the technological evolution of networks and computer equipment, and (iii) improve its usability.
To ensure this maintenance, SMART GLOBAL will intervene either on its own initiative or at the request of the Client when an event occurs that is likely to cause an Anomaly and necessitates an update to the Platform.
SMART GLOBAL will automatically provide the Client with updates to the Platform resulting from the performance of maintenance services, at no additional cost, except for any major update (a new version of the Platform) and/or the installation of new features, which will be carried out based on a separate quote according to the Client’s requests.
SMART GLOBAL's interventions for evolutionary maintenance may render all or part of the Platform temporarily unavailable. SMART GLOBAL will inform the Client by any means of the availability of an update to minimise disruption to the Platform's usage by Users.
Any scheduled maintenance resulting in a service interruption of more than 30 minutes will be communicated to the Client by email at least 48 hours before the maintenance begins, providing information about the maintenance time, the anticipated duration of the interruption, and the expected severity of the outage. Whenever possible, such scheduled maintenance will be performed between 7:30 p.m. and 7:00 a.m. on Fridays.
The Client undertakes to collaborate actively and in good faith with SMART GLOBAL to enable it to perform the maintenance services for which it is responsible in accordance with the terms of the SLA and, more generally, the Contract. Accordingly, the Client agrees to:
(i) Spontaneously communicate any events, information, or documents that would be useful for the proper use of the Platform and the overall performance of the Contract;
(ii) Put SMART GLOBAL in contact with the Client’s Dedicated Users;
(iii) Provide SMART GLOBAL with all necessary access to its IT environment to enable the provision of services in line with its commitments; and
(iv) Assist SMART GLOBAL, upon request, in performing maintenance services and implement any measures requested by SMART GLOBAL in this regard.
The Client also undertakes to regularly update SMART GLOBAL on any matters affecting the proper use of the Platform and to inform SMART GLOBAL as soon as possible of any issues likely to directly impact the performance of the Contract.
The Client agrees to use the Platform in accordance with the terms of the SLA, the recommendations and instructions provided by SMART GLOBAL (particularly those in the Platform documentation and/or related to the support and/or maintenance services), and generally in accordance with the terms of the Contract.
The Client also agrees to report any Anomalies, information, events, incidents, or relevant documents received or transmitted by the Users to SMART GLOBAL without delay and in accordance with the procedures specified in the SLA, so that SMART GLOBAL can perform the maintenance services as stipulated.
SMART GLOBAL is committed to securing access to and the use of the Platform. It has implemented effective controls to protect against unauthorized physical and electronic access to its operating systems and applications, as well as to Customer Data, thereby providing reasonable assurance that access to Customer systems and Data is limited to authorised individuals and is protected from unauthorised use.
SMART GLOBAL is also dedicated to protecting the personal data of Customers and Users in accordance with applicable data protection regulations, particularly Regulation (EU) No. 2016/679 (GDPR) and Law No. 78-17 of January 6, 1978 (as amended), known as the "Data Protection Act." For more information on SMART GLOBAL's personal data protection rules, the Client is invited to consult SMART GLOBAL's Privacy Policy available at:
https://smartglobalgovernance.com/en/legal-en/legal-information-privacy-policy-en
Without prejudice to any other provision of the Agreement, SMART GLOBAL shall be automatically released from any obligation and liability for maintaining the Software Solution in the following cases:
