Service Level Agreement (SLA)

Latest version as at: 29^th April 2024

 

1. Definitions

All terms identified by a capital letter, if they are not defined in this Service Level Agreement (hereinafter the “SLA“), have the meaning given to them in the general terms and conditions of service provision 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 Client’s subscription 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 organize and manage the compliance of the user entity with international and national laws, regulations, standards, normative standards and/or certifications and, depending on the services subscribed to by the entity,  digitize existing standards on the Platform and/or create your 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 they are located and the terms of their access.

SMART GLOBAL: refers to the company SMART GLOBAL GOVERNANCE, a simplified joint-stock company, with a capital of 1,579,010.84 euros, having its registered office at 300 rue du Vallon, Les Vaisseaux, 06560 Valbonne, France, registered with the Trade and Companies Register of Grasse 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. (CET), excluding French public holidays.

 

2. Purpose

The Service Level Agreement (hereinafter the “SLA“) describes the support and maintenance services of the Platform provided by SMART GLOBAL, the guarantees of its availability, the measures to be taken in the event of service failures and the corresponding reaction and repair times. All the guarantees described below apply to the subscription of a license on the Platform in Public or Private SaaS mode within the framework of the Agreement. Specific developments contracted by the Client regarding the Platform are not covered by the SLA until such developments have been validated by the Client and made available in the Platform.

SMART GLOBAL may, at any time, modify, update or supplement this SLA. Such changes are communicated by email to the Client (one e-mail 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 changes communicated within fifteen (15) Business Days following receipt of the notification, the communicated changes shall be deemed to have been acknowledged and accepted by the Client and shall be applicable to him automatically from the end of the aforementioned period. If the Client objects to the changes communicated within the aforementioned fifteen (15) Business Days, the SLA will continue under the previous conditions. The Client may send any dispute, notification or other information to SMART GLOBAL at the address indicated at the end of the SLA.

 

3. Duration

The SLA will take effect from the date of subscription to the support and maintenance services of the Platform by the Client, for the duration of the Contract.

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

 

4. Operators/Hosting

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

SMART GLOBAL offers the Client the various products of the operator if he so wishes, in particular in terms of data or infrastructure security options, which seem to him to be the most suitable for his needs and the configuration requested, and with regard to the needs 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.

backup plan:

As 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 backup option that it can offer by setting up a parallel line in the event of a network interruption.

SMART GLOBAL will work with the Client to implement the communications backup plan defined by the Client.

 

5.Platform availability

 

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

The Platform is considered unavailable if it is impacted by a Blocking Anomaly.

The downtime rate is calculated as follows:

• Annual Downtime Rate (%) = (Total Hours – Number of Downtime Hours) / (Total Hours) x 100

 

The above calculations are for a calendar year (from January 1 at 0:00).

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

Availability Rate	99,9%
Downtime limit (1-year calculation)	8 hours, 45 minutes, 36 seconds
Maximum Platform Load Time	<4 seconds for 90% of content loaded
Recovery time in the event of an incident	Refer to the “Maintenance” paragraph

 

6.Quality of service

 

• SMART GLOBAL is not able to guarantee the continuity of service, executed remotely via the Internet, which the Client acknowledges and accepts without reservation.
• In the event of failure of the host chosen by the Client, SMART GLOBAL undertakes to be the intermediary with the said host and make its best efforts to offer an adequate solution. In addition, it is the Client’s responsibility to comply with the volume thresholds indicated in the Contract and to notify SMART GLOBAL in the event of an increase in its needs in terms of processing capacity.
• SMART GLOBAL undertakes to put in place effective controls to provide 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 features, may be occasionally 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 comply with the operations procedure described below so that the Client can be informed as well as possible of the interruption, and that it takes its measures sufficiently in advance to avoid any disruption to its activity.
• SMART GLOBAL cannot be held liable for the possible impact of this unavailability on the Client’s activities and in particular for the compensation of any damage that may be invoked by the latter.
• SMART GLOBAL shall be liable for any consequences of an interruption or suspension of the Platform for maintenance if this procedure has not been complied with by SMART GLOBAL and in particular if it has not notified the Client sufficiently in advance to allow it to anticipate the suspension of maintenance and to adapt, if necessary, its operation.
• In particular, SMART GLOBAL has implemented a redundant system that allows for uninterrupted service.

 

7. Customer support

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

SMART GLOBAL’s support includes:

• 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 characterizing problems, implementing a Workaround, or remediation.

Support is available during Business Days and Hours.

The Client agrees to select a group of Users (“Dedicated Users“) who will be the main points of contact for the Client’s Users in their daily use of the Platform, and SMART GLOBAL’s assistance for initial installation activities, project reviews and maintenance provision.

In particular, the Dedicated Users will provide the Client’s Users with general assistance and will carry out an initial analysis of the problems mentioned by the Users before involving SMART GLOBAL. Dedicated Users will take appropriate measures to characterize, and resolve any issues that are not categorized as a Platform Anomaly, for example, issues that may be due to:

• Improper use of the Platform,
• The User’s internet connection, or the equipment used to connect to the Platform,
• The unavailability or malfunction of the Client’s services or the Client’s third parties interconnected to the Platform.

If none of the procedures undertaken by the Client’s Dedicated User(s) allows the resolution of the malfunction of the Platform, the Client will present the problem to SMART GLOBAL.

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

The problem can then be notified to SMART GLOBAL’s assistance through 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 may contact SMART GLOBAL’s support:

• By e-mail to support@smartglobal.com;
• Through the online support interface available on the Platform;
• By telephone during Business Days to the numbers listed on the Platform.

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

 

9. Maintenance

SMART GLOBAL provides the Client, within the framework of an obligation of means, with 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 its proper functioning.

To be dealt with, the Anomaly must be described by the Dedicated User in a precise and documented manner.

Upon receipt of notification of the Anomaly by the Dedicated User, and in compliance with the deadlines described in the table below, SMART GLOBAL will qualify the Anomaly according to the criteria defined below, and will then make every effort to correct the Anomaly as soon as possible, in any case in compliance with the Recovery Time Guarantee described in the table below.

 

Classification of the Anomaly	Response Time Guarantee (RTG)	Recovery Time Guarantee (RTP)
Blocking anomaly Critical service outage, causing a total interruption of service.	2 Business Hours	2 Business Hours
Major anomaly Significant service outage, causing a massive interruption of service or causing significant delays.	8 Business Hours	8 Business Hours
Minor anomaly Standard service outage with no or no impact	24 Business Hours	As soon 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 program correction, the provision of a workaround, or any other means to prevent the reproduction of the Anomaly in question.

 

9.2. Scalable maintenance

 

SMART GLOBAL will make its best efforts to keep the Platform in good working order by providing and installing, in a timely manner, the necessary updates that will allow, (ii) to adapt the Platform to the technological evolution of networks and computer equipment, (iii) to improve the use of the Platform.

In order 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 lead to an Anomaly and requires an update of the Platform.

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

SMART GLOBAL’s interventions for evolutionary maintenance may make all or part of the Platform temporarily unavailable. SMART GLOBAL will 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 Users.

Each scheduled maintenance that results in a service interruption of more than 30 minutes is communicated to the Customer by e-mail with the following information at least 48 hours before the scheduled maintenance:

• Timing of maintenance,
• Expected duration of the disruption and
• The expected severity of the disruption.

Whenever possible, each scheduled maintenance that results in a service interruption of more than 30 minutes is performed between 7:30 p.m. and 7:00 a.m. on Fridays.

 

10. OBLIGATIONS OF THE CLIENT

 

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. As such, the Client undertakes (i) to spontaneously communicate any events, information or documents that would be useful for the proper use of the Platform and more generally for the proper execution of the Contract, (ii) to put SMART GLOBAL in contact with the Client’s Dedicated Users, (iii) to open all useful access to its IT environment to SMART GLOBAL to enable it to carry out the services in accordance with its commitments,  and (iv) assist SMART GLOBAL, at the latter’s request, in the performance of maintenance services and implement all measures requested by SMART GLOBAL in this regard.

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

The Client shall inform SMART GLOBAL, as soon as possible, of any element likely to have a direct impact 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 by 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 report to SMART GLOBAL, without delay and in accordance with the procedures set out in the SLA, any Anomalies, information, events, incidents and/or useful documents that may be communicated to it and/or transmitted by the Users, in order to enable SMART GLOBAL to perform the maintenance services in accordance with the terms of the SLA.

 

11. Security

 

SMART GLOBAL strives to secure access to and use of the Platform. SMART GLOBAL has implemented effective controls to protect against unauthorized physical and electronic access to SMART GLOBAL’s operating systems and applications, as well as Customer Data, to provide reasonable assurance that access to Customer’s systems and Data is limited to authorized individuals and that such is protected from use inconsistent with their intended use.

SMART GLOBAL is also concerned about the protection of the personal data of Customers and Users, in accordance with 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 27 April 2016 known as the “GDPR” and the Law No. 78-17 of 6 January 1978 as amended, known as the “Data Protection Act”. To find out more about the personal data protection rules published by SMART GLOBAL, the Client is invited to consult SMART GLOBAL’s Privacy Policy, available at the following address: https://www.smartglobalgovernance.com/en/privacy-policy/.

 

12. Exclusions

 

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

• a failure by the Client to cooperate as defined in the SLA, or its payment obligation, as defined in the Agreement;
• in the event that the Anomaly results from (i) a use of the Platform that does not comply with its intended 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 not previously authorized in writing by SMART GLOBAL, or (iii) a computer program not provided by SMART GLOBAL;
• the reconstitution of Data in the event of accidental destruction of the same not attributable to a fault of SMART GLOBAL;
• the lack of training for the Client and Users;
• Fixing breakdowns, bugs, etc. from the Client’s IT environment and in particular from third-party software belonging to or otherwise licensed to the Client.
• the development of new functions or applications;
• the modifications to be made to the Platform for its use in the Client’s environments other than those covered by the Agreement.
• an unauthorized modification of the Platform by the Client, a User or a third party;
• the implementation of any software packages, software or operating systems that are not compatible with the Platform;
• the use of incompatible consumables;
• the unavailability of power supply, telephone or internet services that would prevent SMART GLOBAL or the Platform from reaching the Client’s IT environment or a third-party hosting provider;
• a deliberate act of degradation, malice, sabotage;
• Any event of force majeure within the meaning of Article 1218 of the French Civil Code and case law.