SERVICE LEVEL AGREEMENT (SLA)

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 conditions of provision of services and/or the general conditions of use of the Platform.

Customer: refers to any professional, natural or legal person, 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 Customer, 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 Customer in accordance with the terms of the Contract, and whose purpose is to organize and manage the compliance of the user entity with laws, regulations, references, standards, normative standards, normative standards and/or international and national certifications and, depending on the services subscribed by the entity, digitize 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 Customer, who is employed by the Customer or by subcontractors of the Customer, and authorized to use all or part of the Platform, regardless of where they are located and the methods of their access.
SMART GLOBAL: refers to the company SMART GLOBAL GOVERNANCE, a simplified joint stock company, with a capital of 3,350,535.32 euros, with its head office located at 300 rue du Vallon, Les Vaisseaux, 06560 Valbonne, 06560 Valbonne, registered in the Grasse Trade and Companies Register, 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 and 17:30 (French mainland time), 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 under the Contract. The 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 change, update, or supplement this SLA at any time. Such changes are communicated by email to the Customer (an email is sufficient). The Customer has the right to oppose the changes communicated to him. If the Customer does not object to all or some of the changes communicated within fifteen (15) Business Days following receipt of the notification, the changes communicated are considered to be recognized and accepted by the Customer and will be applicable automatically to him from the end of the aforesaid period. If the Customer objects to the changes communicated within the period of fifteen (15) Business Days mentioned above, the SLA will continue under the previous conditions. The Customer may send SMART GLOBAL any dispute, notification or various indications to the address indicated at the end of the SLA.

3. Duration

The SLA will take effect as of the subscription to the support and maintenance services of the Platform by the Customer, for the duration of the Contract. It will be renewed and/or cancelled under the same conditions as the Contract.

4. Operators/Accommodation

SMART GLOBAL offers various operators and network access providers that are located in the Customer's country.

SMART GLOBAL offers the Customer the various operator products if he 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 taking into account the needs and indications given by the Customer.

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

Back-up plan :
SMART GLOBAL cannot be held responsible for network line interruptions, it draws the Customer's attention in particular to the importance of choosing the operator's product and in particular the emergency option that it can offer by setting up a parallel line in the event of a network interruption.
SMART GLOBAL will work with the Customer to implement the emergency communications plan defined by the Customer.

5. AVAILABILITY OF THE PLATFORM

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

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

The unavailability rate is calculated as follows:

• Annual rate of unavailability (%) =
  (total number of hours — number of hours of unavailability)/(total number of hours) × 100

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

The Platform Availability Rate Guarantee (GTD) is SMART GLOBAL's commitment to provide a minimum level of Availability Rate. Concretely, the Platform must have an availability rate of 99.9%. Over a period of one year, this means that it cannot be unavailable for more than 8 hours, 45 minutes, and 36 seconds in total. In addition, for 90% of the content loaded, the Platform must show a maximum loading time of less than 4 seconds. In the event of an incident, the recovery time is specified in the “Maintenance” paragraph.

6. QUALITY OF SERVICE

SMART GLOBAL is not in a position to guarantee the continuity of service, executed remotely via the Internet, which the Customer recognizes and accepts unreservedly. In the event of failure of the host chosen by the Customer, SMART GLOBAL undertakes to be the intermediary with the said host and to make its best efforts to offer an adequate solution. In addition, it is the Customer's responsibility to respect 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 is committed to implementing effective controls in order to provide reasonable assurance that the Customer can access and use the Platform 24 hours a day, 7 days a week.

SMART GLOBAL guarantees the implementation of the Platform in accordance with the SLA. The Platform, including one or more of its functionalities, may be suspended from time to time due to preventive or evolutionary maintenance interventions necessary for the proper functioning of the servers or the Platform.

In the event of interruption of the Platform for maintenance, SMART GLOBAL undertakes to respect the operation procedure described below so that the Customer can be informed as best as possible of the interruption, and to make arrangements sufficiently in advance to avoid any disruption of its activity.

SMART GLOBAL cannot be held responsible for the possible impact of this unavailability on the Customer's activities and in particular for the compensation of any damage that may be invoked 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 notified the Customer sufficiently in advance in order to allow it to anticipate the suspension of maintenance and adapt, if necessary, its operation.

In particular, SMART GLOBAL has set up a redundant system allowing uninterrupted service.

7. CUSTOMER SUPPORT

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

SMART GLOBAL 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.
• The procedures for studying and characterizing problems, implementing a Workaround Solution or a correction.

Support is offered during Business Days and Hours.

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

In particular, Dedicated Users will provide Customer Users with general assistance and will conduct an initial analysis of the problems mentioned by Users before involving SMART GLOBAL. Dedicated Users will take appropriate measures to characterize, and resolve any problem that would not be categorized as a Platform Anomaly, for example, problems 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 Customer's services or of the Customer's third parties interconnected to the Platform.

If none of the procedures undertaken by the Customer's Dedicated User (s) allows the Customer to resolve the malfunction of the Platform, the Customer will present the problem to SMART GLOBAL.

In order to be treated effectively, the problem must first be properly characterized (e.g.: precise description of all observed malfunctions, detailed steps that caused the Anomaly to occur, 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 support 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 Customer can communicate with SMART GLOBAL assistance:

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

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

9. Maintenance

SMART GLOBAL provides the Customer, 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 the proper functioning of the Platform. To be treated, the Anomaly must be described by the Dedicated User in a precise and documented manner.

Upon receipt of the notification of the Anomaly by the Dedicated User, and within the established deadlines, SMART GLOBAL will qualify the Anomaly according to criteria related to its severity (blocking, major or minor). Then, it will make every effort to correct it as soon as possible, according to:

• An Intervention Time Guarantee (GTI) of 4 Business Hours and a Recovery Time Guarantee (GTR) of 8 Business Hours for a blocking Anomaly (critical service failure causing a total interruption of service),
• A GTI and GTR of 8 Business Hours for a Major Anomaly (major service outage causing a massive interruption of service or major delays),
• A GTI of 24 Business Hours and a recovery “as soon as possible” (best effort) for a minor Anomaly (standard service failure with no impact or a negligible impact).

SMART GLOBAL will inform the Customer as soon as possible if the malfunction is not related to the service.
SMART GLOBAL will inform the Customer 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, a workaround or any other means to avoid the reproduction of the Anomaly concerned.

9.2. Scalable maintenance

SMART GLOBAL will make its best efforts to maintain the Platform in good working condition by providing and installing, in good time, the necessary updates allowing, in particular, to adapt the Platform to the technological evolution of networks and computer equipment, or to improve its use.

In order to ensure this maintenance, SMART GLOBAL will intervene, either at its own initiative, or at the request of the Customer when an event likely to cause an Anomaly requires an update of the Platform.

SMART GLOBAL will automatically provide the Customer, at no additional cost, with 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 estimate, according to the Customer's requests.

SMART GLOBAL's interventions for evolutionary maintenance may make all or part of the Platform temporarily unavailable. SMART GLOBAL will inform the Customer, by any means, of the availability of an update in order to limit as much as possible the interruption of the Platform for Users.

Any planned maintenance that results in an interruption of service of more than 30 minutes is communicated to the Customer by e-mail, at least 48 hours in advance, with an indication of the time of maintenance, the expected duration of the interruption and the anticipated degree of severity of this interruption. As far as possible, any scheduled maintenance operation involving an interruption of more than 30 minutes is carried out between 19:30 and 07:00 in the morning on Friday.

10. OBLIGATIONS OF THE CUSTOMER

The Customer 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, of the Contract. As such, the Customer undertakes (i) to spontaneously communicate all events, information or documents useful for the proper use of the Platform and the proper execution of the Contract, (ii) to put SMART GLOBAL in contact with the Customer's Dedicated Users, (iii) to open all useful access to its computer environment to SMART GLOBAL to allow it to provide the services in accordance with its commitments, and (iv) to assist SMART GLOBAL, at its request, in the carrying out maintenance services and implementing all the measures requested by SMART GLOBAL in this respect.

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

The Customer will inform SMART GLOBAL, as soon as possible, of any element likely to have a direct influence on the execution of the Contract.

The Customer undertakes to use the Platform in accordance with the terms of the SLA, the recommendations and instructions of SMART GLOBAL communicated by the Customer in particular in the Platform documentation and/or as part of the provision of support and/or maintenance services for the Platform and, more generally, in accordance with the terms of the Contract.

The Customer also undertakes to report to SMART GLOBAL, without delay and in accordance with the procedures provided for in the SLA, any Anomalies, information, events, incidents and/or useful documents that would be communicated to it and/or transmitted by the Users, in order to enable SMART GLOBAL to perform maintenance services in accordance with the terms of the SLA.

11. security

SMART GLOBAL strives to secure access 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 to Customer Data, in order to provide reasonable assurance that access to Customer's systems and Data is restricted to authorized persons and that such persons are protected from use that is not in accordance with their purpose.

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 April 27, 2016 called “RGPD” and the law no. 78-17 of January 6, 1978 as amended, called “Data Protection Act”. To find out more about the personal data protection rules published by SMART GLOBAL, the Customer is invited to consult the SMART GLOBAL Privacy Policy, available at the following address:
https://www.smartglobalgovernance.com/politique-de-confidentialite.

12. Exclusions

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

• A breach by the Customer of its obligation to collaborate as defined in the SLA, or its obligation to pay, as defined in the Contract;
• In the event that the Anomaly results from (i) a use of the Platform that is not in accordance with its destination, 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 Customer or a third party on the Platform not authorized in advance in writing by SMART GLOBAL, or (iii) a computer program not provided by SMART GLOBAL;
• The reconstitution of Data in the event of its accidental destruction not attributable to a fault of SMART GLOBAL;
• The lack of training for the Customer and Users;
• The correction of failures, bugs, etc. coming from the Customer's computer environment and in particular from third party software belonging to or licensed elsewhere to the Customer;
• The development of new functions or applications;
• The modifications to be made to the Platform for its use in the Customer's environments other than those covered by the Contract;
• An unauthorized modification of the Platform by the Customer, a User or by a third party;
• The implementation of any software, software or operating systems that are not compatible with the Platform;
• The use of incompatible consumables;
• The unavailability of electrical power, telephone or internet services that would prevent SMART GLOBAL or the Platform from reaching the Customer's computer environment or a third party host;
• A voluntary act of degradation, malice, sabotage;
• Any force majeure event as defined in article 1218 of the Civil Code and case law.