Service Level Agreement

Article 1. Purpose and relationship with the Terms of Service

This service level agreement (the “SLA”) describes OPTIVALUE's availability, support and maintenance commitments in respect of the Optivalue.ai Platform, together with the remedies applicable where those commitments are not met.

Capitalized terms not defined in this SLA have the meaning given to them in Article 2 of the Terms of Service (the “TOS”). The SLA is a schedule to the Quotation and sits within the order of precedence defined in Article 3.2 of the TOS.

THIS SLA MAY NOT BE UNILATERALLY AMENDED TO THE CLIENT'S DETRIMENT DURING THE CURRENT COMMITMENT TERM, IN ACCORDANCE WITH ARTICLE 17 OF THE TOS.

Any change improving the commitments applies automatically to the Client without formality. Any other change takes effect only at the end of the current commitment term, after notice to the Client at least three (3) months before that expiry.

Article 2. Definitions specific to the SLA

Anomaly: A failure of the Platform to conform to its documentation, reproducible and attributable to the application layer, excluding any malfunction originating from the Client's infrastructure, its network, its workstation or third-party software.

Blocking Anomaly: An Anomaly rendering the Platform unusable or preventing the production of any Deliverable, with no Workaround available.

Major Anomaly: An Anomaly seriously degrading an essential function or affecting one type of Deliverable, a Workaround remaining possible.

Minor Anomaly: An Anomaly with no significant impact on the production of Deliverables, in particular display, ergonomic or wording defects.

Workaround: A temporary technical or functional procedure enabling the Client to continue its activity notwithstanding the persistence of the Anomaly. Its provision reduces the Anomaly to the next lower severity level.

Unavailability: A period during which the Platform is inaccessible due to OPTIVALUE, counted in minutes and established by OPTIVALUE's monitoring.

Availability Commitment: The guaranteed availability rate, expressed as a percentage of the calendar time of a calendar month.

Response Time: The maximum period between the reporting of an Anomaly and its qualification together with a first response to the Client.

Restoration Time: The maximum period between the reporting of an Anomaly and restoration of the service, where applicable by means of a Workaround.

RPO: The maximum tolerable data loss, expressed as the period between the last usable backup point and the time of the incident.

RTO: The maximum period for restoring the service after a major disaster, from the decision to activate the recovery plan.

Referring User: A person designated by the Client, trained on the Platform, alone authorized to report an Anomaly and acting as OPTIVALUE's counterpart. The Client designates at least two and provides their contact details in the Quotation.

Service Credit: A sum credited to the Client where the Availability Commitment is not met, on the terms of Article 10.

Maintenance Window: A scheduled period of interruption or planned degradation of the service, excluded from the availability calculation within the limits of Article 4.4.

Article 3. Service Levels

Three Service Levels are offered. The level subscribed appears in the Quotation.

Times are Paris time. Business days exclude French statutory public holidays.

Article 4. Availability

4.1 Scope of the commitment

The Availability Commitment relates to the Production Instance deployed in shared SaaS or dedicated SaaS Mode. It does not relate to Pre-production Environments or Full Copies, which are provided without any availability commitment.

NO AVAILABILITY COMMITMENT IS OWED IN HYBRID AND ON-PREMISE DEPLOYMENT MODES, THE PLATFORM THEN RUNNING ON INFRASTRUCTURE NEITHER PROVIDED NOR OPERATED BY OPTIVALUE. ONLY THE RESPONSE AND RESTORATION COMMITMENTS IN ARTICLE 5 APPLY IN THOSE MODES.

4.2 Calculation

The monthly availability rate equals the number of minutes in the calendar month less the minutes of Unavailability attributable to OPTIVALUE, divided by the number of minutes in the calendar month, expressed as a percentage. The calculation is performed by OPTIVALUE's monitoring, on the basis of the accessibility of the Platform, and communicated to the Client in the availability report.

4.3 Exclusions

The following interruptions are excluded from the calculation of Unavailability:

• Maintenance Windows, on the terms of Article 4.4;
• the Client's infrastructure, network or workstation;
• in Hybrid and on-premise Modes, failure to comply with the technical prerequisites scheduled to the Quotation;
• running a version of the Platform that is no longer supported within the meaning of Article 8.5 of the TOS;
• an event of force majeure within the meaning of Article 23 of the TOS;
• an act of the Client or of a third party acting on its behalf upon the Instance, not authorized in writing beforehand;
• suspension of indexing ordered under Article 6.2.1 of the TOS, which does not affect the production of Deliverables;
• use of a feature made available on a trial or preview basis.

4.4 Maintenance Windows

Scheduled Maintenance Windows are positioned outside business hours and are subject to five (5) business days' notice. They do not exceed two (2) interventions per calendar month. Urgent interventions made necessary by a security vulnerability or a major incident are subject to notice as early as circumstances permit.

Article 5. Corrective maintenance

5.1 Reporting and qualification

An Anomaly is reported by a Referring User, through the Platform's support interface or, for Blocking Anomalies at Premium Level, through the on-call channel communicated in the Quotation. The report includes a precise description, the steps to reproduce, the error messages obtained and the resolution attempts already made.

OPTIVALUE QUALIFIES THE ANOMALY IN THE LIGHT OF THE TECHNICAL ANALYSIS OF THE PLATFORM AND COMMUNICATES THAT QUALIFICATION TO THE CLIENT WITHIN THE RESPONSE TIME. THAT QUALIFICATION IS CONCLUSIVE BETWEEN THE PARTIES.

A Client wishing to challenge it shall refer the matter in writing to OPTIVALUE's service manager within twenty-four (24) business hours following its communication. The Parties confer in good faith. The qualification adopted by OPTIVALUE remains applicable while the challenge is under review. If that review shows that a higher severity should have been adopted, the Response and Restoration Times are recalculated from the initial report.

5.2 Response and restoration commitments

The Restoration Time is deemed met where a Workaround is provided. The definitive correction is then delivered in the following corrective release. The method of resolution is OPTIVALUE's to choose.

IN HYBRID AND ON-PREMISE DEPLOYMENT MODES, THE RESPONSE AND RESTORATION TIMES RUN FROM THE EFFECTIVE PROVISION OF FUNCTIONING REMOTE ACCESS AND ARE SUSPENDED WHENEVER THAT ACCESS IS UNAVAILABLE.

Also excluded from the count is time devoted to an action falling to the Client, in particular a restart, a configuration change, work on the infrastructure or the provision of a diagnostic element requested by OPTIVALUE.

Article 6. Backup and business continuity

6.1 Shared SaaS and dedicated SaaS Modes

OPTIVALUE performs a daily backup of the Client Data and of the configuration of the Production Instance, retained for thirty (30) days. Restoration is carried out at the Client's request, on OPTIVALUE's best endeavors basis. No maximum tolerable data loss objective and no restoration time objective is guaranteed.

6.2 Hybrid and on-premise Modes

IN HYBRID AND ON-PREMISE MODES, BACKUP, RESTORATION AND THE BUSINESS CONTINUITY PLAN ARE THE SOLE RESPONSIBILITY OF THE CLIENT. NO MAXIMUM TOLERABLE DATA LOSS OBJECTIVE AND NO RESTORATION TIME OBJECTIVE IS OWED BY OPTIVALUE IN THOSE MODES.

It is for the Client to define, perform and periodically verify its backups, and to test their restoration. A Full Copy is in no event a backup.

Article 7. Security and incidents

OPTIVALUE notifies the Client of any security incident affecting the confidentiality, integrity or availability of its Client Data or of its instance, as soon as possible and no later than twenty-four (24) hours after the event is qualified as an incident, in accordance with Article 4.6 of the TOS.

Notification is addressed to the Referring Users and to the administrator designated in the Quotation. It states:

• the nature of the incident and the time of its detection;
• the data, environments and functions affected;
• the interim measures taken and the expected recovery timetable;
• where applicable, the actions expected of the Client.

A written report is provided within five (5) business days following closure of the incident. It sets out the chronology, the identified cause, the observed impact and the lasting corrective measures. Incidents affecting personal data are further subject to the regime set out in the DPA.

Article 8. Regulatory Watch

8.1 Traceability

Each Output relying on the Regulatory Watch states, for each text relied upon, its reference, its version and its date of entry into force as known to the Platform at the date the Output was produced, in accordance with Article 7.4 of the TOS. That statement is exportable with the Output.

8.2 Outside scope

When asked about a country that is not subscribed, the Platform expressly states that the country is not covered and produces no normative analysis in respect of it.

Article 9. Logging

The Platform retains a log of the Deliverables produced comprising the Matter identifier, the type of Deliverable, the timestamp of production and the sources relied upon. The retention period is twelve (12) months. The log is exportable at the Client's request, in CSV format.

WHERE THE VIGILANCE TESTING FEATURE PROVIDED FOR IN ARTICLE 10.7 OF THE TOS IS ACTIVATED, THE INSERTION AND VALIDATION EVENTS RELATING TO IT ARE LOGGED WITHOUT ANY USER IDENTIFIER AND CANNOT BE REPORTED IN AN INDIVIDUALLY IDENTIFIABLE MANNER.

Article 10. Service Credits

10.1 Schedule

Where the Availability Commitment is not met in a calendar month, the Client is entitled to a Service Credit calculated on the monthly License fee, according to the shortfall between the rate achieved and the applicable Availability Commitment:

10.2 Arrangements

The Client claims the Service Credit in writing within thirty (30) days following delivery of the availability report showing the shortfall. Failing that, the Service Credit is not owed. It is set off against the next invoice and gives rise to no refund. The aggregate of Service Credits is capped, per annual period, at two (2) monthly License fees.

THE SERVICE CREDIT IS THE CLIENT'S SOLE AND EXCLUSIVE REMEDY IN RESPECT OF UNAVAILABILITY, IN ACCORDANCE WITH ARTICLE 17 OF THE TOS.

That exclusivity does not apply in the event of willful misconduct or gross negligence by OPTIVALUE. Service Credits are set off against the liability cap provided for in Article 19 of the TOS.

10.3 Extension of the Included Allocation

In shared SaaS and dedicated SaaS Deployment Modes, where cumulative Unavailability over an annual period exceeds the volume resulting from the applicable Availability Commitment, the Included Allocation for the following period is extended in proportion to the excess Unavailability, in accordance with Article 6.3.9 of the TOS. That extension is in addition to the Service Credit and excludes any other compensation.

Article 11. Availability report and governance

11.1 Availability report

IN SHARED SAAS AND DEDICATED SAAS DEPLOYMENT MODES, OPTIVALUE SENDS THE REFERRING USERS A MONTHLY REPORT STATING THE AVAILABILITY RATE ACHIEVED AND THE PERIODS OF UNAVAILABILITY TAKEN INTO ACCOUNT. NO REPORT IS OWED IN THE OTHER DEPLOYMENT MODES.

The report contains no other data. Its delivery starts the claim period provided for in Article 10.2.

11.2 Service review

At Business and Premium Service Levels, a service review brings together the Referring Users and OPTIVALUE at the frequency stated in Article 3. It gives rise to a record of decisions.

Article 12. Client obligations

The Client undertakes to:

• designate at least two trained Referring Users and keep their contact details up to date;
• carry out a first level of analysis before reporting any Anomaly and provide the elements set out in Article 5.1;
• in Hybrid and on-premise Modes, maintain infrastructure compliant with the technical prerequisites and provide functioning remote access;
• apply updates within the six (6) month period provided for in Article 8.5 of the TOS;
• inform OPTIVALUE before making any significant change to its technical environment;
• in on-premise Mode, perform and regularly verify its backups and supervise its environment.

FAILURE TO COMPLY WITH THOSE OBLIGATIONS SUSPENDS OPTIVALUE'S CORRESPONDING COMMITMENTS, WITHOUT AFFECTING THE OTHER OBLIGATIONS OF THE PARTIES.

Article 13. Exclusions

OPTIVALUE is released from its obligations under this SLA in the following cases:

• the Client's failure to meet its cooperation or payment obligations;
• in Hybrid and on-premise Modes, failure to comply with the technical prerequisites scheduled to the Quotation;
• modification of the runtime environment without OPTIVALUE's prior written validation;
• deployment in a non-approved virtualized or containerized environment;
• running a version that is no longer supported;
• absence of functioning remote access in Hybrid and on-premise Modes;
• use not in accordance with the documentation or with OPTIVALUE's instructions;
• intervention by the Client or a third party on the Platform without prior written authorization;
• malfunction originating from third-party software or from the Client's IT environment;
• reconstitution of data accidentally destroyed without fault on OPTIVALUE's part;
• deliberate acts of degradation, malice or sabotage;
• use of a feature made available on a trial, preview or pilot basis;
• force majeure within the meaning of Article 23 of the TOS.

Schedules

The following schedules form an integral part of this SLA and are provided to the Client with the Quotation.

Schedule A. Technical prerequisites, Hybrid and on-premise Modes

In shared SaaS and dedicated SaaS Modes, no infrastructure prerequisite is required: access is through an up-to-date browser and an internet connection. This schedule therefore concerns only the Hybrid and on-premise Modes. It specifies, for each configuration: processor, memory and storage sizing per bracket of Knowledge Spaces and document volume; supported operating systems and versions; database engine and version; network flow matrix and ports; encryption requirements; remote access arrangements; approved virtualization and containerization environments.

IN HYBRID AND ON-PREMISE MODES, WITHOUT THIS SCHEDULE, THE EXCLUSIONS BASED ON FAILURE TO COMPLY WITH THE PREREQUISITES ARE NOT ENFORCEABLE AGAINST THE CLIENT.

Schedule B. Delivery and installation procedure

Steps for making the Platform available, deliverables expected from each Party, milestones and starting point of the service level commitments, consistent with Article 21.1 of the TOS.

Schedule C. Service Level matrix

Consolidated restatement of the tables in Articles 3, 5, 6 and 10, on a single page, to be attached to commercial proposals.

Schedule D. License and instances

Activation arrangements, number of authorized instances, compliance audit right under Article 5.5 of the TOS, and conditions for transferring the license upon a change of server, at no cost and without delay provided the total number of authorized instances remains unchanged.