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Service Level Agreement (SLA)

Latest version as at: 11/11/2021

 

1. Definitions

All terms identified with a capital letter, if they are not defined in the present Service Level Agreement (hereinafter the “SLA“), have the meaning they were given in the general service provision terms and/or the general terms of use of the Platform.

Client: refers to all professionals, whether an individual or legal entity, registered in the trade and companies register, or any equivalent commercial register, having concluded a Contract with SMART GLOBAL.

Contract: refers to the subscription, by the Client, to the contract of provision of the Platform.

Platform: refers to the application platform named ‘Smart Global Governance’ developed and published by SMART GLOBAL and made available to the Client in accordance with the terms of the Contract, the purpose of which is to organise and manage actions to bring the user entity into statutory compliance with laws, regulations, codes and standards documents, regulatory standards, and/or international and national certifications and, depending on the services purchased by the entity, to digitise existing standards on the Platform and/or to create its own internal standards.

User: refers to the individual who uses the services provided by the Platform and granted to the Client, who is employed by the Client or by subcontractors of the Client, and who is authorised to use all or part of the Platform, regardless of their location, and the methods of access.

SMART GLOBAL: refers to the company SMART GLOBAL GOVERNANCE, a simplified joint-stock company, with a capital of 1.466.776,14 Euros, having its registered office at 1240 route des Dolines, 06560 Valbonne, Buropolis, registered at Grasse’s Trade and Companies Register under the number 853 951 556.

Working Days and/or Working Times: refers to the days of the week from Monday to Friday between 8:30 AM and 5:30 PM (French mainland time), excluding French public holidays.

 

2. Purpose

The service level agreement (hereinafter the “SLA“) describes the Platform support and maintenance services performed by SMART GLOBAL, its  availability guarantees, the measures to be taken in the event of service failures, and the corresponding response and repair times. All the guarantees described below apply to the subscription of a licence on the Platform in Public or Private SaaS mode under the Contract. Specific developments contracted by the Customer concerning the Platform are not covered by the SLA until these developments have been validated by the Customer and made available in the Platform.

SMART GLOBAL may at any time amend, update or complete this SLA. Such amendments shall be communicated by email to the Client (an email is sufficient). The Client has the right to object to the changes communicated to him. If the Client does not object to all or some of the amendments communicated within fifteen (15) Working Days of receiving the notification, the communicated amendments shall be considered to have been acknowledged and accepted by the Client and shall be applicable automatically from the end of the above-mentioned period. If the Client objects to the communicated amendments within the above-mentioned period of fifteen (15) Working Days, the SLA shall continue on prior terms. The Client may send SMART GLOBAL any dispute, notification or miscellaneous indications to the address given at the end of the SLA.

 

3. Term

The SLA will take effect from the moment the Customer subscribes to the support and maintenance services of the Platform, for the duration of the Contract.

It shall be renewed and/or terminated under the same conditions as the Contract.

 

4. Operators/Hosting

SMART GLOBAL offers different operators and network access providers which are located in the Client’s country.

SMART GLOBAL offers the Client different products of the operator if it wishes so, in particular in terms of options to secure data or infrastructure, which it considers to be the most appropriate for its requirements and the requested configuration, and having regard for the requirements and indications given by the Client.

Certain choices for securing the telecommunications network may require a direct contract between the Client and the operator advised by SMART GLOBAL.

Contingency plan:

Since SMART GLOBAL cannot be held responsible for network line interruptions, it draws the Client’s attention in particular to the importance of the operator’s choice of product, and in particular the back-up option it can offer by setting up a parallel line in the event of a network interruption..

SMART GLOBAL shall, with the Client, apply the communications contingency plan defined by the Client.

 

5. Availability of the platform

The availability rate is the percentage of time, during a given period, that the Platform is accessible and its main features are functional.

The Platform is considered as unavailable if it is impacted by a blocking anomaly.

The unavailability rate is calculated as follows:

  • Annual unavailability rate (%) = (total number of hours – number of hours of unavailability)/(total number of hours) x 100

The above calculations relate to one calendar year (from 1 January at midnight).

The Platform Availability Guarantee (GTD) is SMART GLOBAL’s commitment to provide a minimum level of Platform availability:

Availability rate 99.9%
Unavailability limit  (calculation over 1 year) 8 hours, 45 minutes, 36 seconds
Maximum loading time of the Platform < 4 seconds for 90% of the loaded content
Re-establishment time in the event of an incident Refer to the section “Maintenance”

 

6. Service quality

  • SMART GLOBAL is not able to guarantee the continuity of the service, carried out remotely via the Internet, which the Client acknowledges and accepts without reservation.
  • In addition, it is the Client’s responsibility to comply with the volume thresholds indicated in the Contract, and to inform SMART GLOBAL in the event of an increase of its requirements in terms of processing capacity.
  • SMART GLOBAL undertakes to put in place effective controls which can give a reasonable assurance that the Client can access and use the Platform 24/7.
  • SMART GLOBAL guarantees the implementation of the Platform in accordance with the SLA. The Platform, including one or more of its functionalities, 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 an interruption of the Platform for maintenance, SMART GLOBAL undertakes to respect the operations procedure described below so that the Client can be informed as well as possible of the interruption and so that it can make arrangements sufficiently in advance to avoid any disruption to its activity.
  • SMART GLOBAL cannot be held responsible for the possible impact of this unavailability on the Client’s activities and, in particular, for the compensation of any prejudice that may be claimed by the latter.
  • SMART GLOBAL will be responsible for any consequences of an interruption or suspension of the Platform for maintenance if this procedure has not been respected by SMART GLOBAL and, in particular, if it has not warned the Client sufficiently in advance to allow it to anticipate the maintenance suspension and to adapt, if necessary, its operation.
  • SMART GLOBAL has implemented a redundant system that allows uninterrupted service.

 

7. Client support

If the Client has expressly requested it in the Quotation, SMART GLOBAL will assist the Client in the installation, configuration and use of the Platform.

SMART GLOBAL’s support includes in particular:

  • The necessary initial technical training and assistance in the configuration and proper use of the Platform.
  • The necessary data and best practices for its optimal use.
  • Procedures for investigating and characterising problems, implementing a Workaround or a correction.

The assistance service is provided during Working Days and Hours.

The Client undertakes to choose a group of Users (“Dedicated Users “) which shall be the key contacts for the Client’s Users in their day-to-day use of the Platform, and assistance from SMART GLOBAL for initial installation activities, project reviews and maintenance provision.

In particular, Dedicated Users will provide general assistance to the Client’s Users and will make an initial analysis of the problems mentioned by the Users before involving SMART GLOBAL. The Dedicated Users will take appropriate measures to characterise and solve any problem that is not categorised as a Platform Anomaly, for example, problems that may be due to :

  • Incorrect use of the Platform,
  • The User’s Internet connection, or the equipment used to log on to the Platform,
  • Unavailability or malfunction of the Client’s services or Client’s third parties interconnected to the Platform.

If none of the procedures undertaken by the Client’s Dedicated Users allows the malfunction of the Platform to be resolved the Client shall present the problem to SMART GLOBAL.

In order to be dealt with effectively, the problem must first be properly characterised (e.g. precise description of all malfunctions observed, detailed steps that caused the Anomaly to occur, a copy of the error messages received, all attempts to solve the problem and their respective results).

The problem can then be notified to SMART GLOBAL’s assistance by the communication channels defined in article 8 below. It will then be treated as corrective maintenance, under the conditions of article 9.1 below.

 

8. Communication

The Client can communicate with SMART GLOBAL’s assistance service:

  • By email to support@smartglobal.com;
  • Through the online support interface available on the Platform;
  • By phone during Working Days on the numbers listed on the Platform.

The Client is informed that the support is available only in French and English.

 

9. Maintenance

SMART GLOBAL provides the Client, as part of an obligation of means, a maintenance service for the Platform, under the conditions defined below.

 

9.1. Corrective maintenance

During the term of the Contract, SMART GLOBAL will ensure the corrective maintenance of the Platform and will make its best efforts to ensure that it functions correctly.

In order to be treated, the Anomaly must be described by the Dedicated User in a precise and documented manner.

Upon reception of the Anomaly’s notification by the Dedicated User, and complying with the periods stated in the table hereinafter, SMART GLOBAL shall qualify the Anomaly according to the criteria defined hereinafter, and shall then strive to the best of its ability to correctly the Anomaly as rapidly as possible, whilst complying with the Guaranteed Restoration Time described in the table below.

Correction of the Anomaly Guaranteed Response Time (GTI) Guaranteed Restoration Time (GTR)

Blocking anomaly

Malfunction of a critical service, causing complete interruption of the service.

2 Working Hours 2 Working Hours

Major anomaly

Major service malfunction, causing massive interruption of the service, or leading to substantial delays.

8 Working Hours 8 Working Hours

Minor anomaly

Standard service malfunction which has no effect, or a trivial effect, on the Service.

24 Working Hours As rapidly as possible

 

SMART GLOBAL will inform the customer as soon as possible if the malfunction is not related to the service.

SMART GLOBAL will inform the Client as soon as the Anomaly has been eliminated.

The method of dealing with the Anomaly will be left to the discretion of SMART GLOBAL and may take the form of a programme correction, the provision of a workaround or any other means of avoiding the reproduction of the Anomaly concerned.

 

9.2. Upgradable maintenance

SMART GLOBAL shall make its best efforts to maintain the Platform in good working order by supplying and installing, in good time, the necessary updates allowing, (ii) to adapt the Platform to the technological evolution of the computer networks and equipment, (iii) to improve the use of the Platform.

In order to ensure this maintenance, SMART GLOBAL shall intervene, either on its own initiative or at the Client’s request, when an event likely to cause an Anomaly occurs and requiring an update of the Platform.

SMART GLOBAL shall automatically provide the Client, at no additional cost, with the updates of the Platform resulting from the execution of the maintenance services, to the exclusion of any major update of the Platform (new version of the Platform) and/or installation of new functionalities, which will be carried out on the basis of an estimate, according to the Client’s requests.

SMART GLOBAL’s interventions for evolutionary maintenance may make all or part of the Platform momentarily unavailable. SMART GLOBAL shall inform the Client by any means of the availability of an update to avoid, as far as possible, disrupting the use of the Platform by the Users.

Each planned maintenance operation which leads to a service interruption of over 30 minutes shall be communicated to the Client by email with the following details at least 48 hours before the planned maintenance operation:

  • Time of maintenance operation,
  • Anticipated duration of the interruption and
  • Anticipated degree of seriousness of the interruption.

 

As far as possible, each planned maintenance operation which leads to a service interruption of more than 30 minutes shall be made between 7:30 PM and 7 AM on Friday.

 

10. Client’s obligations

The Client undertakes to collaborate actively and in good faith with SMART GLOBAL in order to enable it to carry out the maintenance services for which it is responsible in accordance with the terms of the SLA and, more generally, the Contract. In this respect, the Client undertakes (i) to spontaneously communicate all events, information or documents that are useful for the correct use of the Platform and more generally for the correct performance of the Contract, (ii) to put SMART GLOBAL in contact with the Client’s Dedicated Users, (iii) to provide SMART GLOBAL with all useful access to its IT environment to enable it to carry out the services in accordance with its commitments, and (iv) to assist SMART GLOBAL, at the latter’s request, in carrying out the maintenance services and to implement all the measures requested by SMART GLOBAL for this purpose.

The Client also undertakes to regularly inform SMART GLOBAL of any element relevant to the proper use of the Platform.

The Client shall inform SMART GLOBAL, as soon as possible, of any element that may have a direct influence on the performance of the Contract.

The Client undertakes to use the Platform in accordance with the terms of the SLA, the recommendations and instructions of SMART GLOBAL communicated to the Client in particular in the documentation of the Platform and/or in the context of the performance of the support and/or maintenance services of the Platform and, more generally, in accordance with the terms of the Contract.

The Client also undertakes to inform SMART GLOBAL, without delay and in accordance with the procedures provided for in the SLA, of any Anomalies, information, events, incidents and/or useful documents that are communicated and/or transmitted by the Users, in order to allow SMART GLOBAL to carry out the maintenance services in accordance with the terms of the SLA.

 

11. Safety

SMART GLOBAL strives to make access and use of the Platform secure. SMART GLOBAL has installed effective protection measures against unauthorised physical and electronic access to the operating systems and to SMART GLOBAL’s applications, and also to the Client’s Data in order to procure a reasonable degree of assurance that access to the system and to the Client’s Data is restricted to authorised persons, and that this data is protected against all uses not in accordance with its intended use.

SMART GLOBAL also cares about protection of the Clients’ and Users’ personal data, pursuant to the regulations applicable to the protection of personal data, and in particular Regulation (EU) no. 2016/679 of the European Parliament and of the Council of  April 27th 2016 known as the “GDPR”, and law no. 78-17 of  January 6th 1978 amended, known as the “Computing and Freedom Law”. For more information concerning the personal data protection rules published by SMART GLOBAL, the Client is requested to examine SMART GLOBAL’s Confidentiality Policy, available at the following address: https://www.smartglobal.com/en/privacy.

 

12. Exclusions

Without prejudice to any other provision of the Agreement, SMART GLOBAL shall be automatically released from any obligation and responsibility for the maintenance of the Software Solution in the following cases:

  • a breach by the Customer of its obligation to cooperate as defined in the SLA, or of its obligation to pay, as defined in the Contract;
  • in the event that the Anomaly results from (i) a use of the Platform that does not comply with its purpose, its documentation, the instructions and/or recommendations given by SMART GLOBAL in the context of support or maintenance, or more generally with the provisions of the SLA, (ii) an intervention by the Client or a third party on the Platform that has not been previously authorised in writing by SMART GLOBAL, or (iii) a computer program that has not been supplied by SMART GLOBAL;
  • restoration of Data in the event of accidental destruction of it not attributable to a fault by SMART GLOBAL;
  • no training of the Client and Users;
  • correction of malfunctions, bugs, etc., resulting from the Client’s IT environment, and in particular from third-party applications belonging to or granted in addition to the Client.
  • development of new functions or applications;
  • modifications to be made to the Platform for use in the Client’s environments other than those covered by the Agreement.
  • unauthorised modification of the Platform by the Client, a User or by a third party;
  • installation of any application packages, applications or operating systems not compatible with the Platform;
  • use of incompatible consumables;
  • unavailability of electrical power, or phone or Internet services, which prevents SMART GLOBAL or the Platform from reaching the IT environment of the Client or of a third party hoster;
  • a deliberate act of degradation, malicious act or sabotage;
  • All events of force majeure, within the meaning given by article 1218 of the Civil Code and case law.