TERMS AND CONDITIONS OF SALE, APPENDIX 1

For the purposes of this SLA (Service Level Agreement), words and expressions identified by a capital letter have the following meaning, whether used in the singular or plural:

• « Anomaly »: means any malfunction which prevents the normal operation of all or part of the Services or which leads to an incorrect result or inadequate processing, or which makes the Services unavailable.
• « Blocking Anomaly »: means an anomaly in one or more functionalities of the Solution that renders said Solution unusable or inoperable. The unavailability of the Solution is considered as a Blocking Anomaly. The Blocking Anomaly is characterised by the following cases:
• The Solution is down or has significant malfunctions that make the platform inoperable.

• Users are unable to perform their normal duties in a reasonable manner.
• The problem is critical and the situation is considered an emergency.

• « Major Anomaly »: means a non-blocking anomaly that significantly disrupts the use of the Solution. The Major Anomaly is characterised by the following cases: 
  • Major loss of functionality or performance of the Solution resulting in a large number of Users being unable to perform their normal tasks. 
  • Major failure of a functionality of the Solution.

• « Minor Anomaly »: means a non-blocking anomaly that does not, or only slightly, disrupt the use of the Solution. The Minor Anomaly is characterised by the following cases:
  • This is a minor loss of capacity.
  • Design problems or “how to” questions, including problems with one or more modules, enhancement requests or documentation issues.
• « Availability»: means the availability of the DataGalaxy Solution platform.
• « Customer »: means the legal entity, co-contractor of DataGalaxy under the present contract, intervening in the framework of its professional, commercial, industrial, artisanal, liberal or agricultural activity.
• « Diagnosis »: means the investigation of DataGalaxy on the origins of an Anomaly in order to determine a resolution as soon as possible.
• « Reporting an Anomaly »: means the written notification by which the Customer informs DataGalaxy of the existence of one or more Anomalies as well as the circumstances in which these Anomalies occur.
• « Resolution »: means a resolution of the Anomaly that completely and permanently addresses it without degrading the performance of the Solution.
• « Response Time »: means the time necessary for DataGalaxy to respond to the Customer’s request and to start performing a Diagnosis of the Anomaly.
• « Solution »: means the software solution for collaborative mapping of enterprise information system data that can be used online in SaaS mode, developed and marketed by DataGalaxy.
• « Unavailability »: means the period during which the DataGalaxy Solution platform is unusable.
• « User »: means any natural person who is a member of the Client’s staff and who is authorised by the Client to use the Solution under the terms of the applicable licence and/or service agreement, exclusively for professional purposes, regardless of where that person is located and how he or she is connected.
• « Working Day »: Monday to Friday, excluding French public holidays, from 9am to 6pm.

« Working Hours »: from 9am to 6pm on Working Days.

2.1 Monthly Availability rate

DataGalaxy will make all commercially reasonable efforts to ensure the Availability of the Solution to the Customer, 24 hours a day, 7 days a week, excluding maintenance periods. The Availability rate will be calculated as follows:

R = [ (A – M) / A ] x100

R: is the monthly availability rate
A: means the number of minutes in the month concerned excluding the maintenance period
M: means the number of minutes of unavailability outside the maintenance period

DataGalaxy commits to maintain an Availability rate of 99% calculated monthly.

DataGalaxy shall also inform the Customer without delay of any unavailability and take all measures to correct the situation and ensure the availability of the Solution.

2.2 Penalties relating to the Availability rate

Depending on the monthly Availability rate, the Customer may ask DataGalaxy to pay the following penalties (hereinafter the “Penalties“):

Availability rate	Penalty
R ≥ 99%	P = 0
90% ≤ R < 99%	P = F x (99% – R)
R < 90%	P = F x 15%

R: is the monthly Availability rate
P: means the amount of the penalty
F: means the amount of the Customer’s monthly fee (annual fee divided by twelve (12) months)

The present SLA indicates the Customer’s sole and exclusive recourse for any failure of DataGalaxy to respect its Availability commitments. In any case, the Penalties shall not exceed the Customer’s monthly fee, and shall be paid according to the terms agreed between DataGalaxy and the Customer.

Penalties paid by DataGalaxy to the Customer do not release it from its obligation to restore or maintain the availability of the Solution.

3.1 Evolutionary maintenance

The maintenance of the Solution that may prevent access to it will be performed outside of Business Hours on Business Days. In case of maintenance during Business Hours or Business Days, DataGalaxy will inform the Customer with a seven (7) Business Days’ notice.

DataGalaxy commits, as part of the evolutionary maintenance, to make available to the Customer any new minor or major version of the Solution that it commercializes:

Minor version: is considered as minor a new version of the Solution that does not bring any new functionality to the Software and that does not significantly modify its operation or use. A set of minor bug fixes can be considered as a minor release by DataGalaxy.

Major version: is considered as major a new version of the Solution that adds new features to the Solution or significantly improves its operation or use by Users is considered major.

DataGalaxy commits that the unavailability of the Solution resulting from these maintenance periods will not exceed three (3) hours per month.

3.2 Corrective maintenance

DataGalaxy commits, as part of the corrective maintenance, to (i) determine the origin of any Anomaly (the “Diagnosis”) and (ii) correct any Anomaly of the Solution, as well as any Anomaly due to the hosting of the Solution, under the conditions described hereafter and according to the typologies retained.

In case the Diagnostic performed by DataGalaxy reveals that the Anomaly is related to a problem with the Customer’s information system, DataGalaxy will not be obliged to correct it, unless DataGalaxy has been aware of this problem during the negotiation of the applicable license and/or service agreement and has not alerted the Customer to this point. Likewise, DataGalaxy will not be obliged to correct any Anomaly that is the consequence of an illegal use or a use contrary to the contractual obligations of the Customer, by the Customer or by the Users

4.1 Reporting Anomalies

It is reminded that Unavailability is considered as a blocking Anomaly. As such, the reporting process of Unavailability and other types of Anomalies are similar, and must be done on the DataGalaxy application by opening a support ticket on the Freshdesk platform or directly on the latter (at the following address: https://datagalaxy.freshdesk.com).

For each Anomaly report, the Customer undertakes to detail precisely the nature of the Anomaly, its duration, the functionalities of the Solution affected, the time at which the Anomaly was observed as well as any attempt to resolve the Anomaly implemented by him.

4.2 Resolution Time

DataGalaxy commits itself to make its best efforts to solve the Anomalies within the following deadlines:

Type of Anomaly	First response time of DataGalaxy teams	Time to find a workaround	Resolution Time
Blocking Anomaly	3 Working Hours	5 Working Hours	1 Working Day
Major Anomaly	5 Working Hours	1 Working Day	3 Working Days
Minor Anomaly	1 Working Day	1 month	3 months

 

In any case, the provision of Workarounds does not exempt DataGalaxy from its obligations to obtain a permanent Resolution to restore the Solution to a fully functional state.

These SLA do not apply in case of:

• Use by the Customer of the Solution in a manner not authorized in the applicable license and/or service agreement.
• General Internet problems, global blackout, force majeure events or other factors beyond the reasonable control of DataGalaxy.
• Customer equipment or network problems.
• Acts or omissions of third parties.
• Defects that result from abuse or other behavior that violates the applicable license and/or service agreement.
• Lack of cooperation or refusal of the Customer to help DataGalaxy to solve the Anomalies.