Bubty – Standard Service Level Agreement (SLA)

Service Provider:

BUBTY B.V., a company with limited liability, incorporated under the laws of the Netherlands, having its offices at Spaarneplein 2, 2515 VK 's-Gravenhage, the Netherlands, registered with the Trade Register of the Chamber of Commerce under the number 78697875, herein represented by its authorized representatives.

Client:

The "Client," as identified and agreed upon in the connected order form, who engages BUBTY B.V. to provide services under the terms of this SLA.

This SLA outlines the standard service commitments between BUBTY B.V. and the Client, unless otherwise modified by a separate, mutually agreed-upon SLA document. Each party agrees to adhere to the terms specified herein, in addition to those outlined in the connected order form and any supplementary agreements specifically negotiated and signed by both parties.

Considering the following:

• A Service Level Agreement has been concluded (hereinafter referred to as the 'SLA')

• The SLA consists of several components, including specific descriptions of the software and further agreements on performance indicators and quality requirements, as well as agreements on the content and frequency of reports regarding the respective software.

• The SLA aims to realize and maintain the availability and functionality of Bubty software through the use of software

• The relevant agreements between the parties are set out in the SLA

• The purpose of the SLA is to describe the service regarding the Bubty Software. The SLA provides standards for performance measurements and is seen as a reference framework for expectations regarding service levels.

• This Service Level Agreement (SLA) sets out the terms and conditions governing the provision of services by Bubty to Client and shall be construed in accordance with Dutch law.

The parties have agreed:

Article 1 - Definitions

In this SLA, the following terms shall have the meanings set out below:

1. Availability: the extent to which Bubty software is accessible to authorized users.

2. Availability rate: the extent to which Bubty software is accessible to authorized users, expressed as a percentage.

3. Changes: all changes to the software. Changes can be implemented by both parties. Changes are classified into different categories: (1) emergency changes, (2) standard changes (with high and low priority), (3) non-standard changes (including updates from Bubty to address structural problems). The aim of the changes is to ensure functionality and availability.

4. Emergency changes: changes that need to be implemented as soon as possible to ensure availability and functionality.

5. Standard changes: changes that are known and can be planned in advance. Standard changes are carried out in a planned manner within a predetermined time frame. There are three priority levels: high, medium, and low.

6. Non-standard changes: changes that require more work than usual. These include changes that are not carried out as standard planned changes and changes that are necessary and have an impact on the software.

7. Contact persons: the individuals who can represent and bind the parties with regard to the implementation of the SLA.

8. Functionality: the degree of certainty that data processing within Bubty software is performed correctly. This means that processing takes place in accordance with the description in the specifications or what is customary and may reasonably be expected by Client in the relevant circumstances. Important aspects include the accuracy and completeness of data processing.

9. Recovery times: the periods between the time of incident reporting and the resolution of the incident by Bubty.

10. Bubty software: Bubty's software in the broadest sense of the word.

11. Software: all specific activities that Bubty performs in implementing the SLA as set out in documentation of Bubty. The term "software" refers to all actions necessary to ensure the availability and functionality of Bubty software.

12. Service windows: the time frame during which a particular service is offered.

13. Maintenance window: a planned period of unavailability outside office hours when the software is not available with the consent of Client Also referred to as a maintenance window.

14. Failure: a technical problem encountered when using Bubty software.

15. Priorities: a description of the severity of a situation as further defined in Article 6.2 of this SLA.

16. Response times: the agreed times within which Bubty must respond to an incident report or other requests from Client.

17. Change request: an order to modify or expand the management of the software.

18. Service level: the agreed level of service provision regarding availability and functionality.

19. Service period: the time frame over which availability is measured and Bubty reports.

20. Service request: any request from Client for additional service provision, for example, relating to the handling of incidents that are not failure

Article 2 - Service Provision

1. Bubty will provide the services described in this SLA to Client during the Service Windows and in accordance with the agreed-upon service levels. Bubty is committed to providing high-quality services and maintaining a strong customer focus.

2. The service provision concerns the Bubty software. In particular, the service provision of the custom Bubty software includes:

   • problem management

   • failure resolution

   • change management

   • availability management

   • backup and recovery

   • configuration management

Article 3 - Problem Management

1. Bubty will implement a structured process for managing and resolving incidents. This process includes incident reporting, classification, response, recovery, and closure. Bubty will strive to prevent incidents from recurring and minimize the impact of incidents on the software's availability and functionality.

2. Each incident will be classified into a specific priority category based on its nature and impact on the use of the software, according to the criteria mentioned in the SLA.

3. The Project Manager is the point of contact at Client for questions and reports about incidents and for feedback from Bubty concerning actions taken. Incidents can be reported to Bubty by the Project Manager via the standup, email, or live chat (Slack).

4. Work related to resolving incidents will begin as soon as possible in accordance with the response times stated in Article 5.5 of this SLA.

5. Costs associated with resolving incidents resulting from improper use by Client or other circumstances or third parties shall be borne by Client at the hourly rate (which are defined in Article 11). Costs associated with resolving incidents caused by defects in the software shall be borne by Bubty.

Article 4 - Issue Resolution

1. Bubty will promptly address and resolve incidents in accordance with the response and recovery times specified in the service levels. Bubty will also provide temporary solutions when necessary to ensure the continued use of the software.

Article 5 - Service Windows and Service Levels

1. Service windows (availability) are defined as follows:

   

2. In the case of maintenance, Bubty has the authority to temporarily shorten the maintenance window, causing disruption in the use of the software. If this occurs, Bubty must notify Client in a timely manner.

3. Due to the presence of an acceptance environment where software is thoroughly tested, there is a low chance of any downtime or negative impact on the production environment during maintenance and updates.

4. Within the service, several priority levels of issues and tasks are defined:

   

5. Response Times and resolution times are defined in the following table. Bubty will send a substantive response to the incident report during office hours within the following timeframes:

   

6. An issue is considered resolved if Bubty provides a temporary solution that allows the software to be used again. After a temporary solution, Bubty is still obliged to fully resolve the issue. If a reported incident is classified as priority 3 instead of priority 2 due to a temporary solution, it will be resolved according to the recovery time for priority 3. Except in urgent cases, Client will submit a request for changes to Bubty for this purpose.

7. For incidents resulting from Force Majeure reasons or outside Bubty's responsibility, the recovery time is suspended until replacement parts are available and provided to Bubty.

Article 6 - Change Management

1. Bubty will manage changes to the software and services in a controlled and systematic manner. The change management process will include the evaluation, planning, implementation, and review of changes.

2. Emergency changes and standard changes (with two priority levels) are carried out based on the SLA. Non-standard changes are executed on a project basis and charged separately at the agreed prices and rates. A price indication will be provided for approval before proceeding. After approval from both parties, the non-standard change will be implemented. Except for emergency changes, standard and non-standard changes are initiated through a request.

Article 7 - Configuration Management

1. Bubty will maintain an up-to-date record of the software's configuration, including software, and documentation. This record will support the effective management and control of the software and services provided.

Article 8 - Availability Management

1. Bubty is committed to ensuring the software's availability and strives for a 97.5% uptime, measured over a period of 2 consecutive measurement periods.

2. Availability management activities include monitoring, measuring, and reporting on the software's availability and identifying areas for improvement.

3. The availability rate does not apply if any non-functioning or improper functioning of the software is caused by a malfunctioning VPN connection.

4. Support is available 24 hours a day, 7 days a week for all Priority 1 and Priority 2 Faults and during normal business hours for Priority 3 Faults. The Live Chat Slack Channel will be made available for escalations to be sent.

Article 9 - Backup and Recovery

1. Bubty will implement a backup and recovery strategy to protect the software and data against loss, corruption, or damage. This strategy will include regular backups, secure storage of backup media, and a tested recovery process.

2. Bubty retains the backups for a period of 6 months.

Article 10 - Fees and Charges for Additional Work

1. The fees for the services covered by this SLA are as follows:

   1. Monthly SLA fee is included in the Licencing fee

2. Additional work, which falls outside the scope of this SLA, will be subject to an hourly rate of €150 per hour. This includes, but is not limited to:

   1. Functionalities, bugs and issues that require more than 1 hour of work to resolve.

3. Prior to undertaking any additional work, Bubty will provide Client with a detailed estimate of the required hours and associated costs. Client must approve the estimate in writing before Bubty commences the additional work.

4. Bubty will invoice Client separately for any additional work performed outside the scope of this SLA, at the agreed hourly rate. Payment for such additional work shall be made in accordance with the payment terms set forth in this SLA.

Article 11 - Duration and Termination

1. This Service Level Agreement (SLA) shall commence on the effective date and continue for a fixed term of twelve (12) months, unless otherwise agreed upon by the parties.

2. Either party may terminate this SLA upon written notice, in accordance with the termination provisions set forth in the underlying agreement between Bubty and Client.

3. Upon expiration of the initial term, this SLA shall automatically renew for successive twelve (12) month periods, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term or as otherwise specified in the underlying agreement.

Article 12 - Liability and Consequences of Nullity or Voidability

1. Bubty's liability for any breach of this Service Level Agreement (SLA), negligence, or any other claim arising from the provision of services under this SLA shall be limited to the amount of the fees paid by Client to Bubty under this SLA, except in cases of willful misconduct or gross negligence.

2. In the event that any provision of this SLA is found to be null, void, or voidable by a court of competent jurisdiction, such finding shall not affect the validity or enforceability of the remaining provisions of this SLA. The parties shall negotiate in good faith to replace the null, void, or voidable provision with a valid and enforceable provision that, to the greatest extent possible, reflects the original intent of the parties.

3. If the parties are unable to reach an agreement on a replacement provision within a reasonable period, the null, void, or voidable provision shall be deemed severed from this SLA, and the remaining provisions shall continue in full force and effect.

Article 13 - Governing Law and Jurisdiction

1. This Service Level Agreement (SLA) shall be governed by and construed in accordance with the laws of the Netherlands.

2. Any disputes arising out of or in connection with this SLA, including disputes regarding its existence, validity, or termination, shall be submitted to the exclusive jurisdiction of the competent courts in the Netherlands.

3. The parties hereby irrevocably submit to the jurisdiction of the aforementioned courts and waive any objections they may have concerning the venue or the jurisdiction of these courts.