1. DEFINITIONS
All capitalized terms used herein but not defined in this Service Level Agreement (hereinafter the “SLA”) shall have the meaning ascribed to them in the general terms and conditions of service and/or the general terms and conditions of use of the Platform.
2. PURPOSE
This Service Level Agreement (hereinafter the “SLA”) describes the support and maintenance services provided by SMART GLOBAL for the Platform, the availability guarantees thereof, the measures to be taken in the event of a service outage, and the corresponding response and repair times.
All of the guarantees described below apply to the subscription of a license to the Platform in Public or Private SaaS mode under the Agreement. Specific developments contracted by the Client with respect to the Platform are not covered by this SLA as long as those developments have not been validated by the Client and made available on the Platform.
SMART GLOBAL may at any time modify, update, or supplement this SLA. Such modifications shall be notified to the Client by email (a single email is sufficient). The Client may object to any modifications thus communicated. If the Client does not object to all or some of the modifications within fifteen (15) Working Days following receipt of the notification, the notified modifications shall be deemed recognized and accepted by the Client and shall automatically apply upon the expiry of the above-mentioned period. If the Client does object to the modifications within the said fifteen (15) Working Days, the SLA shall continue under its previous terms. The Client may send SMART GLOBAL any objections, notices, or other statements at the address provided at the end of this SLA.
3. TERM
This SLA shall take effect as of the date on which the Client subscribes to the support and maintenance services for the Platform, for the duration of the Agreement. It shall be renewed and/or terminated in the same manner as the Agreement.
4. OPERATORS/HOSTING
SMART GLOBAL offers various operators and network access providers that are located in the Client’s country.
SMART GLOBAL may recommend to the Client different products provided by the operator, if the Client so wishes, especially regarding data or infrastructure security options that appear most suited to the Client’s needs and requested configuration, taking into account the Client’s requirements and instructions.
Certain choices of telecommunications network security may require the Client to enter into a direct contractual arrangement with the operator recommended by SMART GLOBAL.
Contingency Plan:
Because SMART GLOBAL cannot be held responsible for network line interruptions, it specifically draws the Client’s attention to the importance of choosing the operator’s product, and in particular any contingency option the operator may offer by providing a backup line in the event of a network interruption.
SMART GLOBAL shall work with the Client to implement the Client’s communications contingency plan.
5. PLATFORM AVAILABILITY
The availability rate is the percentage of time, over a given period, during which the Platform is accessible and its main features are functional.
The Platform is deemed to be unavailable if it is affected by a Blocking Anomaly.
Unavailability is calculated as follows:
The above calculations apply over a calendar year (starting from January 1 at 00:00).
SMART GLOBAL undertakes to maintain a minimum Availability Rate for the Platform (hereinafter the “Availability Rate Guarantee” or “GTD”). Specifically, the Platform must maintain an availability rate of 99.9%. Over the course of one year, this means it may not be unavailable for more than 8 hours, 45 minutes, and 36 seconds in total. Furthermore, for 90% of the content loaded, the Platform must have a maximum loading time of less than 4 seconds. In the event of an incident, the relevant recovery time is indicated under the “Maintenance” section.
6. QUALITY OF SERVICE
SMART GLOBAL is unable to guarantee continuous service, which is provided remotely via the Internet; the Client acknowledges and accepts this without reservation. In the event of a failure of the host chosen by the Client, SMART GLOBAL undertakes to act as an intermediary with said host and to make its best efforts to propose an adequate solution. Furthermore, it is the Client’s responsibility to comply with the volume thresholds specified in the Agreement and to notify SMART GLOBAL of any increase in its capacity requirements.
SMART GLOBAL undertakes to put in place effective controls designed to provide reasonable assurance that the Client can access and use the Platform on a 24/7 basis.
SMART GLOBAL guarantees that the Platform is implemented in accordance with this SLA. The Platform, including one or more of its features, may be occasionally suspended due to preventive or evolutionary maintenance required for the proper functioning of the servers or the Platform itself.
In the event of a Platform interruption for maintenance, SMART GLOBAL undertakes to follow the operational procedure described below so that the Client is adequately informed of the interruption and can make the necessary arrangements in advance to avoid any disruption to its business activities.
SMART GLOBAL shall not be liable for any impact such unavailability may have on the Client’s activities, including any damages that the Client may claim.
SMART GLOBAL shall, however, be liable for any consequences of an interruption or suspension of the Platform for maintenance if it fails to comply with the present procedure, particularly if it does not give the Client sufficient notice to anticipate the maintenance downtime and, as applicable, adjust the Client’s operations accordingly.
SMART GLOBAL has, in particular, implemented a redundant system ensuring uninterrupted service.
7. CLIENT SUPPORT
If expressly requested by the Client in the Quote, SMART GLOBAL will assist the Client with installing, configuring, and using the Platform.
SMART GLOBAL’s support services notably include:
Support is provided during Working Days and Working Hours.
The Client undertakes to select a group of Users (the “Dedicated Users”) who will serve as the primary contact points for the Client’s Users regarding their day-to-day use of the Platform, and as the interface for any assistance requested from SMART GLOBAL concerning initial installation activities, project reviews, and maintenance.
The Dedicated Users shall, in particular, provide general assistance to the Client’s Users and perform an initial analysis of any issues raised by the Users before involving SMART GLOBAL. The Dedicated Users shall take appropriate measures to identify and resolve any problems not categorized as a Platform Anomaly, for example those caused by:
If none of the measures taken by the Client’s Dedicated Users can resolve the Platform malfunction, the Client will present the problem to SMART GLOBAL.
For effective handling, the issue must first be clearly characterized (e.g., precise description of all observed malfunctions, detailed steps that led to the occurrence of the Anomaly, a copy of any error messages received, all attempts to resolve the problem, and their respective outcomes).
The issue can then be reported to SMART GLOBAL’s support team through the communication channels described in Article 8 below. It will subsequently be handled as part of corrective maintenance, under the conditions set out in Article 9.1 below.
8. COMMUNICATION
The Client may contact SMART GLOBAL’s support team:
The Client is informed that support services are available only in French and English.
9. MAINTENANCE
SMART GLOBAL provides the Client with maintenance services for the Platform on a best-efforts basis (obligation de moyens), under the conditions set out below.
9.1. Corrective Maintenance
Throughout the term of the Agreement, SMART GLOBAL shall perform corrective maintenance on the Platform and will use its best efforts to ensure its proper functioning. In order to be addressed, the Anomaly must be precisely and thoroughly documented by the Dedicated User.
Upon receiving the Dedicated User’s notification of the Anomaly, and within the established deadlines, SMART GLOBAL shall classify the Anomaly according to its severity (blocking, major, or minor). It shall then use all reasonable efforts to fix the Anomaly as soon as possible, according to the following:
SMART GLOBAL shall inform the Client as promptly as possible if the malfunction is unrelated to the service.
SMART GLOBAL shall also inform the Client once the Anomaly has been resolved.
The method used to address the Anomaly is at the discretion of SMART GLOBAL and may take the form of a software patch, the provision of a workaround, or any other measure intended to prevent the reoccurrence of the identified Anomaly.
9.2. Evolutionary Maintenance
SMART GLOBAL shall use its best efforts to keep the Platform in good working order by providing and installing, in a timely manner, any updates necessary to (i) adapt the Platform to technological developments in networks and IT equipment, or (ii) improve the use of the Platform.
To carry out such maintenance, SMART GLOBAL may intervene either on its own initiative or at the Client’s request when an event occurs that could lead to an Anomaly and thereby require an update to the Platform.
SMART GLOBAL shall automatically provide the Client, at no additional cost, with any updates to the Platform resulting from the performance of these maintenance services, excluding any major update to the Platform (a new version of the Platform) and/or the installation of new features, which may be carried out based on a separate quote, depending on the Client’s requests.
SMART GLOBAL’s interventions in the context of evolutionary maintenance may render some or all of the Platform temporarily unavailable. SMART GLOBAL shall inform the Client, by any means, that an update is available, so as to minimize any potential disruption to the Users’ access to the Platform.
Any scheduled maintenance that causes a service interruption of more than 30 minutes shall be communicated to the Client by email at least 48 hours in advance, indicating the timing of the maintenance, the expected duration of the interruption, and the anticipated severity. Where possible, scheduled maintenance that causes a service interruption of more than 30 minutes shall be carried out between 7:30 p.m. and 7:00 a.m. on Friday.
10. CLIENT’S OBLIGATIONS
The Client undertakes to cooperate actively and in good faith with SMART GLOBAL so that it may fulfill its maintenance obligations in accordance with the terms of this SLA and, more generally, the Agreement. In particular, the Client undertakes (i) to voluntarily provide any events, information, or documents that may be useful for the proper use of the Platform and, more generally, for the proper performance of the Agreement; (ii) to connect SMART GLOBAL with the Client’s Dedicated Users; (iii) to grant SMART GLOBAL all necessary access to the Client’s IT environment to enable SMART GLOBAL to perform its obligations; and (iv) to assist SMART GLOBAL, at its request, in carrying out maintenance and to implement any measures requested by SMART GLOBAL in this respect.
The Client further undertakes to keep itself regularly informed, through SMART GLOBAL, of any information relevant to the proper use of the Platform.
The Client shall inform SMART GLOBAL, as soon as possible, of any circumstances likely to have a direct influence on the performance of the Agreement.
The Client undertakes to use the Platform in compliance with the terms of this SLA, with any recommendations and instructions from SMART GLOBAL (notably those contained in the Platform’s documentation and/or communicated as part of the support and/or maintenance services), and more generally, in compliance with the Agreement.
The Client also undertakes to promptly report, in accordance with the procedures specified in this SLA, any Anomalies, information, events, incidents, and/or relevant documents communicated or sent to it by the Users, in order to enable SMART GLOBAL to perform its maintenance obligations in accordance with the SLA.
11. SECURITY
SMART GLOBAL strives to secure access to and use of the Platform. SMART GLOBAL has implemented effective safeguards to protect against unauthorized physical or electronic access to SMART GLOBAL’s operating systems and applications, as well as to the Client’s Data, in order to provide reasonable assurance that access to such systems and data is restricted to authorized individuals and safeguarded from any use that does not conform to its intended purpose.
SMART GLOBAL is also committed to protecting the personal data of Clients and Users, in accordance with applicable data protection regulations, including Regulation (EU) 2016/679 of the European Parliament and of the Council dated April 27, 2016 (the “GDPR”) and French Law No. 78-17 of January 6, 1978 as amended (known as the “Loi Informatique et Libertés”). For more information about SMART GLOBAL’s personal data protection practices, the Client is invited to consult SMART GLOBAL’s Privacy Policy, available at:
https://www.smartglobalgovernance.com/politique-de-confidentialite.
12. EXCLUSIONS
Without prejudice to any other provision of the Agreement, SMART GLOBAL shall be automatically released from any obligation or liability for maintenance of the software solution in the following cases:
